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C R E A T I N G A D I V E R S I F I E D M I D - T I E R B A S E M E T A L S C O M P A N Y

Creating a diversified mid- tier base metals company INVESTOR PRESENTATION

APRIL 25, 2016

Forward Looking Statements
  • This presentation contains forward-looking statements and/or forward-looking information within the meaning of the United States Private Securities Litigation Reform Act of 1995, and applicable Canadian securities laws. Forward-looking statements are frequently, but not always, identified by words such as "expects," "anticipates," "believes," "intends," "estimated," "potential," "possible" and similar expressions, or statements that events, conditions or results "will," "may," "could" or "should" occur or be achieved. Forward-looking statements are statements concerning the Nevsun's and Reservoir's current beliefs, plans and expectations about the future including but not limited to the arrangement and related transaction s, Nevsun's commercial production, Bisha's future production of copper and related cash flows, and development of the Timok project and related costs. These statements are by their very nature inherently uncertain. The actual achievements of the combined company or other future events or conditio ns may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, the risks that:

  • the conditions to completion of the arrangement will not be satisfied, including approval by Reservoir's and Nevsun's shareholders, court approval and successful exercise by Reservoir of the ROFO; (ii) an event, change or other circumstance that could give rise to the termination of the arrangement agreement will occur; (iii) the retention of employees and other personnel will be adversely affected by uncertainty surrounding the arrangement; (iv) the companies will be unable to successfully integrate their operations following completion of the arrangement; (v) any of the assumptions in the historical resource estimates turn out to be incorrect, incomplete, or flawed in any respect; (vi) the methodologies and models used to prepare the resource and reserve estimates either underestimate or overestimate the resources or reserves due to hidden or unknown conditions, (vii) exploration activities or the mine operations are disrupted or suspended due to acts of god, internal conflicts in the country of Eritrea or Serbia, unforeseen government actions or other events; (viii) operations will be disrupted due to equipment or power failures, uncertainties in the copper minerology, metallurgical recoveries or concentrate grades, or other or other events; (ix) Nevsun is subjected to any hostile takeover or other unsolicited attempts to acquire control of Nevsun; or (x) are associated with the speculative nature of exploration activities, periodic interruptions to exploration, failure of drilling, processing and mining equipment, the interpretation of drill results and the estimation of mineral resources and reserves, changes to exploration and project plans and parameters and other risks are more fully described in the Nevsun's Annual Information Form for the fiscal year ended December 31, 2015, which is incorporated herein by reference. Nevsun's and Reservoir's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and neither Nevsun nor Reservoir assume any obligation to update such forward-looking statements in the future, except as required by law. For the reasons set forth above, investors should not place undue reliance on Nevsun's or Reservoir's forward- looking statements and the forward-looking information presented here.

  • Further information concerning risks and uncertainties associated with these forward-looking statements and Nevsun's business can be found in Nevsun's Annual Information Form for the year ended December 31, 2015, which is available on the Company's website (www.nevsun.com), filed under Nevsun's profile on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov) under cover of Form 40-F. Further information concerning risks and uncertainties associated with the forward-looking statements related to Reservoir and its business can be found in Reservoir's Management Discussion and Analysis for the year ended November 30, 2015, which is available on the Company's website (www.reservoirminerals.com) and filed under Reservoir's profile on SEDAR (www.sedar.com).

Transaction Highlights Significant benefits for Nevsun and Reservoir shareholders

Strategic combination

  • Creating a diversified mid-tier base metals company

    Consolidates 100% ownership in Timok Copper-Gold Project in Serbia

    • 100% owner and operator of the high grade Upper Zone

      Timok development funding

    • Development is underpinned by Nevsun's strong balance sheet and operating cash flows

      Further upside

  • Significant exploration exposure in two prolific mining districts

Term Sheet

FUNDING TRANSACTION

  • Nevsun provides funding to enable Reservoir to exercise the ROFO (US$135 million):

    • Private Placement: Nevsun subscribes for 19.99% of Reservoir at C$9.40/share (US$90.3 million)

    • Unsecured cash loan: US$44.7 million

CORPORATE TRANSACTION

  • Nevsun to acquire 100% of the issued and outstanding shares of Reservoir

    • Reservoir shareholders to receive two Nevsun shares for each Reservoir share held

    • 124% premium to Reservoir's on March 2, 2016, the day prior to the ROFO notice

    • 35% premium to Reservoir's 20-day VWAP

    • Nevsun 67% and Reservoir 33% ownership of combined company

    • Combined company owns 100% of Timok's Upper Zone and 60% (1) of the Lower Zone

BOARD

  • Reservoir to have two representatives on Nevsun's Board of Directors

OTHER TERMS

  • Lock up from Nevsun's and Reservoir's directors and officers

  • Major shareholders of Nevsun have expressed support for transaction

  • US$20 million reciprocal break fee

APPROVALS

  • Subject to required regulatory filings/approvals

  • Reservoir shareholder vote required (66 2/3% of votes cast threshold; Nevsun can vote its19.99%)

  • Nevsun shareholder vote required (50% threshold)

(1) pre-feasibility study (post-feasibility combined company will own 46% and Freeport 54%)

Reservoir Minerals Inc. published this content on 03 June 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 02 June 2016 15:36:03 UTC.

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