U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE
ACT OF 1934
For the Month of September 2024
Nexa Resources S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s Name)
37A, Avenue J.F. Kennedy
L-1855, Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)
Indicate by check mark
whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark
whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked,
indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: September 10, 2024.
| Nexa Resources S.A. |
| By:/s/ José Carlos del Valle |
| Name: José Carlos del Valle |
|
Title: Senior Vice President
of Finance and Group Chief Financial Officer
|
| |
| |
EXHIBIT INDEX
NEXA RESOURCES ANNOUNCES
THE SALE OF CHAPI MINE
Luxembourg, September 10, 2024
- Nexa Resources S.A. (“Nexa Resources”, “Nexa” or the “Company”) (NYSE Symbol: “NEXA”)
announces today the signing of a definitive agreement among Nexa Resources Peru S.A.A., as the seller, and Quilla Resources Peru S.A.C.
(“Quilla”), as the purchaser, for the sale of 100% of the shares issued by Minera Pampa de Cobre S.A.C. (“MPC”),
owner of the Chapi copper mine, located in the Moquegua region of Peru for a purchase price of US$5 million (the “Transaction”).
The total consideration for this Transaction
comprises US$1 million in cash at closing date and US$4 million after the commencement of commercial production. Additionally, Nexa will
receive contingent payments totaling up to US$11 million if the average copper price exceeds certain thresholds and the mine achieves
certain production milestones, and an NSR royalty on minerals produced from the Chapi mine. The first payment will occur upon the closing
of the Transaction, with the subsequent payments expected to occur during the following years.
The Chapi mine, with a production capacity
of approximately 10kt of copper per year, was focused on copper exploration, mining and processing. The mine ceased operations in 2013
and is currently under care and maintenance. Quilla intends to resume operations at the Chapi mine after closing and will also be responsible
for executing the future mine closure, including any environmental liabilities or obligations.
The closing of this Transaction is subject
to certain conditions precedent and is expected to occur in December 2024.
As previously disclosed, Nexa has been
actively assessing risk-return alternatives. The sale of the Chapi mine aligns with Nexa’s ongoing portfolio optimization process,
aimed at improving free cash flow in line with the Company's disciplined capital allocation framework.
“The sale of Chapi is another step
in our journey to continually maximize value for the Company and its shareholders. Portfolio optimization is a central part of our strategy
to improve cash flow generation and returns,” said Ignacio Rosado, CEO of Nexa Resources.
Nexa has engaged Argent Partners as its
financial advisor and Philippi Prietocarrizosa Ferrero DU & Uría as its legal counsel.
About Quilla Resources Peru S.A.C.
Quilla Resources Peru S.A.C (“Quilla”)
is a privately held Peruvian company, which is focused on acquiring, and operating copper focused mining projects in Peru, and the wider
region. Quilla intends to restart the Chapi Mine and conduct exploration on the property.
About Nexa
Nexa is a large-scale, low-cost integrated
zinc producer with over 65 years of experience developing and operating mining and smelting assets in Latin America. Nexa currently owns
and operates five long-life mines, three of which are located in the central Andes region of Peru, and two of which are located in Brazil
(one in the state of Minas Gerais and one in the state of Mato Grosso). Nexa also currently owns and operates three smelters, two of
which are located in the state of Minas Gerais in Brazil, and one of which is Cajamarquilla, located in Lima, which is the largest smelter
in the Americas.
Nexa was among the top five producers
of mined zinc globally in 2023 and one of the top five metallic zinc producers worldwide in 2023, according to Wood Mackenzie.
Cautionary Statement on Forward-Looking
Statements
This news release contains certain forward-looking
information and forward-looking statements as defined in applicable securities laws (collectively referred to in this news release as
“forward-looking statements”). Forward-looking statements contained in this news release may include, but are not limited
to, zinc and other metal prices and exchange rate assumptions, projected operating and capital costs, metal or mineral recoveries, head
grades, mine life, production rates, and returns; the Company’s potential plans; the estimation of the tonnage, grade and content
of deposits and the extent of mineral resource and mineral reserve estimates; timing of commencement of production; exploration potential
and results; the timing and receipt of necessary permits for future operations; and the impacts of COVID-19 on our operations.
These statements are based on information
currently available to the Company and the Company provides no assurance that actual results and future performance and achievements will
meet or not differ from the expectations of management or qualified persons. All statements other than statements of historical fact are
forward-looking statements. The words “believe,” “will,” “may,” “may have,” “would,”
“estimate,” “continues,” “anticipates,” “intends,” “plans,” “expects,”
“budget,” “scheduled,” “forecasts” and similar words are intended to identify estimates and forward-looking
statements. Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Actual results and developments may be substantially different from
the expectations described in the forward-looking statements for a number of reasons, many of which are not under our control, among them,
the activities of our competition, the future global economic situation, weather conditions, market prices and conditions, exchange rates,
and operational and financial risks. The unexpected occurrence of one or more of the abovementioned events may significantly change the
results of our operations on which we have based our estimates and forward-looking statements. Our estimates and forward-looking statements
may also be influenced by, among others, legal, political, environmental, or other risks that could materially affect the potential development
of the Project, including risks related to outbreaks of contagious diseases or health crises impacting overall economic activity regionally
or globally, as well as risks relating to ongoing or future investigations by local authorities with respect to our business and operations
and the conduct of our customers, including the impact to our financial statements regarding the resolution of any such matters.
These forward-looking statements related
to future events or future performance and include current estimates, predictions, forecasts, beliefs and statements as to management’s
expectations with respect to, but not limited to, the business and operations of the Company and mining production, our growth strategy,
the impact of applicable laws and regulations, future zinc and other metal prices, smelting sales, capex, expenses related to exploration
and project evaluation, estimation of Mineral Reserves and/or Mineral Resources, mine life and our financial liquidity.
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Forward-looking statements are
necessarily based upon a number of factors and assumptions that, while considered reasonable and appropriate by management and
qualified persons considering their experience are inherently subject to significant uncertainties and contingencies and may prove
to be incorrect. Statements concerning future production costs or volumes are based on numerous assumptions of management regarding
operating matters and on assumptions that demand for products develops as anticipated, that customers and other counterparties
perform their contractual obligations, full integration of mining and smelting operations, that operating and capital plans will not
be disrupted by issues such as mechanical failure, unavailability of parts and supplies, labor disturbances, interruption in
transportation or utilities, adverse weather conditions, and that there are no material unanticipated variations in metal prices,
exchange rates, or the cost of energy, supplies or transportation, among other assumptions.
Estimates and forward-looking statements
refer only to the date when they were made, and we do not undertake any obligation to update or revise any estimate or forward-looking
statement due to new information, future events or otherwise, except as required by law. Estimates and forward-looking statements involve
risks and uncertainties and do not guarantee future performance, as actual results or developments may be substantially different from
the expectations described in the forward-looking statements. Further information concerning risks and uncertainties associated with these
forward-looking statements and our business can be found in our public disclosures filed under our profile on SEDAR+ (www.sedarplus.ca)
and on EDGAR (www.sec.gov).
For further information, please contact:
Investor Relations Team
ir@nexaresouces.com
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