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Confidential Treatment Requested by Nexa Resources S.A.*

Nexa Resources S.A. – PAGE E004

September 29, 2023

VIA EDGAR TRANSMISSION

Mark Wojciechowski

Karl Hiller

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

    Re:
    Nexa Resources S.A.

Form 20-F for the Fiscal Year ended December 31, 2022

Filed March 20, 2023

File No. 001-38256

Dear Mr. Wojciechowski and Mr. Hiller:

Set forth below are the responses of Nexa Resources
S.A. (“Nexa” or the “Company”) to the comments of the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated August 18, 2023, with respect to
Nexa’s annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”).

In response to the Staff’s comments to the 2022
Form 20-F, the Company has concurrently submitted a draft marked amendment to its annual report for the fiscal year ended December 31,
2022 (the “Draft 2022 Form 20-F/A”) for the Staff’s review, which is attached hereto as Annex A.

For your convenience, the text of the Staff’s
comments is set forth in bold below, followed in each case by Nexa’s response. Unless otherwise indicated, all page references in
the responses set forth below are to the pages of the marked copy of the Draft 2022 Form 20-F/A.

*Due to the commercially sensitive nature of information
contained in this letter, this submission is accompanied by the Company’s request for confidential treatment for selected portions
of this letter, which have been replaced with the following placeholder “[***]” in the letter filed via EDGAR. The Company
has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment
request pursuant to Rule 83 of the Commission’s Rules on Information and Requests (17 C.F.R. § 200.83). The Company has also
delivered a complete unredacted copy of the letter to its examiner at the Division of Corporation Finance.

Form 20-F for the Fiscal Year ended December 31, 2022

Executive Summary, page 99

    Mr. Mark Wojciechowski

Mr. Karl Hiller

Confidential Treatment Requested by Nexa Resources S.A.*

Nexa Resources S.A. – PAGE E005

    1.
    We note that you have proposed various revisions in response to our prior comments though prefer to limit compliance with the disclosure requirements cited in our prior comments to future filings. However, given the nature and extent of the disclosure deficiencies, and the additional concerns outlined in the comments in this letter, it appears that you will need to amend your filing to include all of the required information.

We suggest that you submit a draft marked-amendment to the
annual report for review in advance of filing the amendment. Please include all of the revisions proposed in your prior response letter
and the additional information or incremental revisions that will be necessary to address the comments in this letter.

In response to the Staff’s comment,
the Company has concurrently submitted the Draft 2022 Form 20-F/A for the Staff’s review, which includes all proposed revisions
as a result of this response letter and the Company’s prior response letter submitted to the Commission on July 14, 2023.

Operating and Financial Review and Prospects

Results of Operations, page 110

    2.
    We note that in response to prior comment five you refer to various disclosures pertaining to changes in net revenues and cost of sales, which quantify and generally attribute the overall change to particular factors, such as being “primarily due to the increase in the LME prices” for 2022 revenues, or “primarily due to the higher zinc price” and “higher sales volumes of copper, lead, and silver” for 2021 revenues; and although you discuss some changes in minerals production, you have not quantified the change in revenues that are attributable to the volumetric changes, or separately to changes in prices, nor addressed material offsetting changes within these categories of revenues.

Item 5 of Form 20-F requires a quantitative and qualitative
description of the reasons underlying material changes, including where material changes within a line item off set one another, to the
extent necessary for an understanding of the company’s business as a whole. Item 5.A.1. also stipulates that when there are material
changes from period to period in net sales or revenue, you must “describe the extent to which such changes are attributable to changes
in prices or to changes in the volume.

Given that you reported a 15.7% increase in revenues for 2022
and a 34.4% increase in revenues for 2021, it appears these disclosures should be provided. However, if you believe the information would
not be material, tell us how you have formulated your view and submit the underlying numerical analysis of these details for review.

In response to the Staff’s comment, the Company has revised
the disclosure on page 112 of the Draft 2022 Form 20-F/A. We reproduced below the excerpt containing a discussion of the increase in revenues
for 2022:

Net revenues

In 2022, net revenues increased by 15.7%, or US$411.9 million,
primarily due to the higher zinc price during 2022, compared to the price of zinc in the same periods of 2021. In 2022, zinc average LME
prices (which is the key benchmark for our prices) increased by 15%, from US$3,007 per tonne in 2021 to US$3,485 per tonne in 2022. In
2022, this increase had a positive impact in our net revenue of approximately US$294.5 million, based on our sales volumes of 616.2kt
in 2022 and the average LME price difference of US$478/t between 2022 and 2021. Additionally, we had a positive impact in our net revenues
of approximately US$91 million, explained by higher sulfuric acid prices in our smelting segment, which increased from US$72 per tonne
in 2021 to US$240 per tonne in 2022, as well as a positive impact of US$62 million related to higher copper and lead sales volumes of
12.2% and 26.1%, respectively. The above increase in our net revenues was partially offset by a negative impact of US$43.8 million, related
to (i) a decrease in copper average LME price of 5.6% to US$8,797 per tonne and lead average LME price of 2.5% to US$2,150 per tonne compared
to 2021, which totaled approximately US$36 million; and (ii) a 0.4% decrease in total metal (zinc metal + zinc oxide) volume sales, reducing
our revenues by US$7.8 million in 2022. For a discussion of the underlying reasons driving the change in commodity prices, see “Operating
and Financial Review and Prospects—Overview—Key factors affecting our business and results of operations—Metal Prices”
starting on page 101 of the Draft 2022 Form 20-F/A.

    Mr. Mark Wojciechowski

Mr. Karl Hiller

Confidential Treatment Requested by Nexa Resources S.A.*

Nexa Resources S.A. – PAGE E006

In addition, in response to the Staff’s comment
the following is a discussion of the increase in revenues for 2021. The 34.4%, or US$671.2 million, increase in net revenues in 2021 was
primarily due to (i) higher zinc prices during 2021, compared to the price of zinc in the same period of 2020, and (ii) higher zinc volumes
in 2021, compared to 2020. In 2021, zinc average LME prices (which is the key benchmark for our prices) increased by 32.7%, from US$2,267
per tonne in 2020 to US$3,007 per tonne in 2021. This price increase had a positive impact in our net revenue for 2021 of approximately
US$457.9 million, based on our sales volumes of 618.8kt in 2021 and the average LME price difference of US$740/t between 2021 and 2020.
The volume increase was 33.5kt in 2021, causing a positive isolated volume impact in our revenue for 2021 of approximately US$75.8 million,
based on the 2020 average price of US$2,267 per tonne. For a discussion of the underlying reasons driving the change in commodity prices
in 2021, see “Operating and Financial Review and Prospects—Overview—Key factors affecting our business and results of
operations—Metal Prices” starting on page 98 of our annual report on Form 20-F for the year ended 2021. For a discussion of
the underlying reasons driving the increase in our production in 2021, see “Operating and Financial Review and Prospects—Overview—Key
factors affecting our business and results of operations— Production volumes, ore grade and metal mix” starting on page 99
of our annual report on Form 20-F for the year ended 2021.

Non-IFRS Measures and Reconciliation, page 115

 3. We note your disclosure on page 115 stating that Adjusted EBITDA is both “a useful measure of our performance” and
a measure that “reflects our cash generation potential from our operational activities,” i.e. a measure that would generally
be regarded as a measure of liquidity. However, in the sentence that follows this disclosure you also state that your measures of Adjusted
EBITDA should not be considered as indicators of operating performance or as measures of liquidity.

Given your focus on the cash generation
potential of this non-GAAP measure in the disclosure referenced above and among the rationale provided for various adjustments in your
response to prior comment seven, considering also your depiction of the measure within your segment disclosures, it appears that your
measure of consolidated Adjusted EBITDA constitutes both a liquidity measure and a performance measure.

You should adhere to the compilation requirements in Item
10(e)(1)(ii)(A) and (B) of Regulation S-K in presenting your measure of consolidated Adjusted EBITDA outside of your financial statements.
Given your use of the term in presenting segment disclosures, you will need to select a different label for the consolidated measure,
or select a different label for the segment measures, where adjustments made in the compilation of the segment measures are not permissible
in presenting the consolidated measure.

Please revise your descriptions and compilations of the non-GAAP
measure to resolve conflicting statements of its characterization and utility.

In response to the Staff’s comment, and as discussed with
the Staff, the Company has revised the Draft 2022 Form 20-F/A to further explain management’s use of Adjusted EBITDA and how the
Company calculates Adjusted EBITDA. See pages 118 to 121 of the Draft 2022 Form 20-F/A. The disclosure reflects the following understandings:

 • The Company uses Adjusted EBITDA (i) as a performance measure for its reportable
segments and (ii) as a performance measure on a consolidated basis in addition to, and not as a substitute for, net income.

 • The Company affirms that it does not utilize Adjusted EBITDA as a liquidity
measure. See page 120 of the Draft 2022 Form 20-F/A. The Company measures liquidity based on its cash flows, which are discussed on pages
129 and 133 to 134 of the Draft 2022 Form 20-F/A.

    Mr. Mark Wojciechowski

Mr. Karl Hiller

Confidential Treatment Requested by Nexa Resources S.A.*

Nexa Resources S.A. – PAGE E007

 • Adjusted EBITDA is the main performance measure used by the chief operating
decision maker to assess segment performance and to make decisions about resource allocation. Adjusted EBITDA information for Nexa’s
segments is disclosed and reconciled with IFRS numbers in note 2 to Nexa’s financial statements. Consistent with C&DI 104.01,
the Company does not consider the use of Adjusted EBITDA as a segment performance measure to be a Non-GAAP financial measure.

 • The revised disclosure contained in the Draft 2022 Form 20-F/A discusses,
first and more prominently, the Company’s net income for the year of 2022, including the impact of all the factors described above
as adjustments in the Adjusted EBITDA. See pages 101 to 102 of the Draft 2022 Form 20-F/A. In addition to, and not in substitution of,
the discussion of net income, the Company believes that an analysis of its performance based on its Consolidated Adjusted EBITDA provides
an important view for investors and market participants as to the performance of the business without the impact (positive or negative)
of (i) share in the results of associates, depreciation and amortization, net financial results and income tax; (ii) non-cash events and
non-cash gains or losses that do not specifically reflect Nexa’s operational performance for the specific period; and (iii) pre-operating
and ramp-up expenses incurred during the commissioning and ramp-up phases of greenfield projects (e.g., Aripuanã, as further detailed
in our response to Question #6). When applicable, Adjusted EBTIDA also excludes the impact of (i) events that are non-recurring, unusual
or infrequent, and (ii) other specific events that, by their nature and scope, do not reflect our operational performance for the specific
period in our management’s view. These events did not impact our Adjusted EBITDA in 2022 and 2021, but may impact future periods.
This is a helpful measure for management, investors and other market participants because it compares operating performance of the Company’s
business to that of other companies in the same industry and to the Company’s own operating performance in different periods, without
the impact of these specific items. Consolidated Adjusted EBITDA also informs management in planning and forecasting future operating
results. Investors and market analysts have specifically asked the Company to provide this information.

 • As further detailed in our response to Question #6, the Draft 2022 Form 20-F/A
does not refer to “pre-operating and ramp-up expenses incurred during commissioning and ramp-up of greenfield project (Aripuanã)”
as non-recurring, unusual or infrequent expenses, in compliance with Item 10(e)(1)(ii)(B) of Regulation S-K. See pages 118 to 122 of the
Draft 2022 Form 20-F/A. Even if this adjustment is deemed recurring, the Company believes that it is important for investors to be able
to review the operational performance of the Company’s business without potential distortions deriving from pre-operating and ramp-up
expenses incurred during the commissioning and ramp-up phases of Aripuanã. Therefore, the Company has reflected this adjustment
in reliance on C&DI 102.03.

    Mr. Mark Wojciechowski

Mr. Karl Hiller

Confidential Treatment Requested by Nexa Resources S.A.*

Nexa Resources S.A. – PAGE E008

 4. We note that in response to prior comment seven you explain how adjustments made to exclude the effects of certain transactions
from your consolidated measure of Adjusted EBITDA are consistent with your definition of this non-GAAP measure, which provides that you
may elect to exclude the effects of any transactions that you believe are not indicative of normal operating activities or that do not
necessarily occur on a regular basis.

However, your descriptions of the items excluded based on
this rationale include items “not intended to minimize operational volatility risks,” items that “do not reflect the
purpose” of your operations, items that do not reflect your “intention and capacity to generate cash,” items that “did
not reflect the cash generation capacity and performance of [your] future commercial operations,” items that are “not an effectively
revenue and cash generating item,” and items that have “more of a financial effect than an operational one.” You indicate
that you intend to include these or similar explanations in the notes to your financial statements along with your segment disclosures
in future filings.

We believe that you will need to more thoroughly describe
the accounting policies applied to the preparation of your segment measures of performance that differ from those that are required for
a fair presentation by IFRS as issued by the IASB, to comply with paragraph 27(b) of IFRS 8. For example, you should explain how your
criteria of intention, purpose, capacity, financial effect, and operational impact a