SecProbe.io

CORRESP
1
filename1.htm

July
14, 2023

VIA
EDGAR TRANSMISSION

John
Coleman

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. Coleman, 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 June 16, 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 related to the disclosure within Part I of the 2022 Form 20-F, the Company proposes to
revise the disclosure to be included in its annual report for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”)
as described in each response.

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 clean copy of the 2022
Form 20-F.

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

I.
Information on the Company

Business Overview, page 23

 1. Please
                                         expand your disclosure to include the point of reference selected by the qualified person
                                         with respect to your mineral resources and your mineral reserves as required by Item
                                         1303(b)(3)(v) and Item 1304(d)(1) of Regulation S-K.

For
example, clarify if mineral resources and mineral reserves are presented as saleable materials, mill feed materials, in situ materials
that have no modifications due to mining dilution, mining losses, process losses, or other point of reference.

    Mr. John Coleman

Mr. Mark Wojciechowski

Mr. Karl Hiller

Page 2 of 16

This
disclosure should be included with each mineral resource table and each mineral reserve table so that a reader may readily assess
the quantities of minerals recoverable from the reserves or resources being disclosed at the end of each period.

In
response to the Staff’s comment, the Company respectfully advises that the point of reference for all Mineral Reserves and
Mineral Resources figures for all properties is based on mill feed materials.

In
the 2023 Form 20-F, Nexa intends to include an additional footnote to each of the applicable Mineral Resource or Mineral Reserve
tables of the individual property disclosure and summary disclosure describing the specific point of reference with respect to
the mineral resources or reserves presented. For example, for the disclosure relating to the Cerro Lindo mine, the Company proposes
to add the following footnote to the table “Cerro Lindo – Year End Mineral Reserves as of December 31, 2022
(on an 83.48% Nexa attributable ownership basis)” that appears on page 32 of the 2022 Form 20-F:

“(5)
The point of reference for mineral reserves in this table is mill feed materials.”

The
metallurgical recovery figures for all commodities and properties are currently shown for each of the Mineral Reserves and Mineral
Resources tables in the 2022 Form 20-F for each material property in the individual property disclosure (pages 33 to 50) and in
the footnotes to each mineral reserve and resource table in the summary disclosure (pages 73 to 81). For example, see page 33
of the 2022 Form 20-F: “Metallurgical recoveries are accounted for in NSR calculations based on historical processing
data and are variable as a function of head grade. Recoveries at Life of Mine average head grade are 88.72% for Zn, 66.75% for
Pb, 85.92% for Cu, and 68.8% for Ag. The current life of mine (“LOM”) plan continues to 2030.” All metallurgical
recovery information has, as point of reference, mill feed materials.

 2. We
                                         note that you disclose the net differences in resources or reserves for each material
                                         property, although do not provide complete reconciliations or explanations for the changes
                                         that occurred during the periods that are covered by your report.

Please
expand your disclosure to include all of the information required by Item 1304(e) of Regulation S-K regarding the annual resource
and reserve reconciliations.

For
example, your disclosures should include the mineral resources or reserves at the end of the last two fiscal years, the net differences,
also expressed as a percentage, and explanations for all material changes. The Cerro Lindo table on page 33, which indicates a
reduction in total tonnage and an increase in contained zinc, should also be accompanied by an explanation for the increase in
contained zinc.

Please
ensure that similar disclosures are provided for each material property.

    Mr. John Coleman

Mr. Mark Wojciechowski

Mr. Karl Hiller

Page 3 of 16

In
response to the Staff’s comment, the Company respectfully advises that it has not considered any of the variations in resources
or reserves for its material properties between 2022 and 2021 to be material. Therefore, the Company complied with Item 1304(b)
by providing a concise explanation for the year-over-year differences in net resources or reserves for each of the individual
material properties, focusing on the key reasons for change in each property. However, as the narrative explanations following
the tables did not include net percentages as required by Item 1304(e), the Company intends to adjust the excerpts of the explanations
from the 2022 Form 20-F as marked below to reflect the year-over-year differences:

 ● “In
comparison to 2021, Cerro Lindo’s Mineral Reserves have decreased by
6% in mass and increased by 3% in zinc content (kt), mainly due to depletion from mining and increase in NSR cut-off values”
(page 34).

 ● “In
                                         comparison to 2021, Cerro Lindo’s Measured and Indicated
                                         Mineral Resources have increased
                                         by 13% in mass and by 18% in zinc content (kt), mainly
                                         due to new drilling” (page 35).

 ● “In
                                         comparison to 2021, Vazante’s Mineral Reserves have decreased by 18% in mass and by 7% in zinc
                                         content (kt), mainly due to reduction of dilution associated with improvements
                                         in stope optimization process resulting in higher reserves grades” (page 39).

 ● “In
                                         comparison to 2021, Vazante’s Inferred Mineral
                                         Resources have increased metal
                                         content by 17% in zinc content (kt),
                                         as a result of improvements in the stope optimization process aiming
                                         at targeting higher resources grades”
                                         (page 40).

 ● “In
                                         comparison to 2021, El Porvenir’s Mineral Reserves have
                                         slightly increased by 1% in mass and increased
                                         by 2% in zinc content (kt), mainly due to our infill drilling program” (page
                                         43).

 ● “In
                                         comparison to 2021, El Porvenir’s Inferred Mineral
                                         Resources have increased by
                                         2% in mass and by 2% in zinc content (kt), mainly due to the addition of extension
                                         mineralization domains, as a result of exploration diamond
                                         drilling near mine areas” (page 45).

 ● “In
                                                                                                                                                                                                                                       comparison to 2021, Aripuanã’s Mineral Reserves have increased by
                                                                                                                                                                                                                                       28% in mass and by 24% in zinc                                          content (kt), mainly due to the inferred
                                                                                                                                                                                                                                       resources conversion to indicated resources,                                          enabling the increase in Probable
                                                                                                                                                                                                                                       Reserves” (page 48).

 ● “In
                                         comparison to 2021, Aripuanã’s Inferred Mineral Resources decreased by
                                         45% in zinc content (kt) in 2022, primarily due to conversion to Mineral Reserves”
                                         (page 50).

Specifically
with respect to Cerro Lindo reserve disclosure, as described in the table on page 33, the Proven and Probable Mineral Reserves
at Cerro Lindo were estimated to total 41.43Mt as of December 31, 2022, a 6% decrease from 44.0Mt as of December 31, 2021, mainly
due to depletion from mining and increase in NSR cut-off values from US$38.43/t
to US$42.65/t, as described on page 33 (note that the lower end of the range was incorrectly stated in the 2022 Form 20-F and has been corrected to $38.43/t to align with the
correct value included on page 32 of the Company's 2021 Form 20-F filed on March 17, 2022). Mineral Reserve depletion during 2022 represented a 4.89Mt containing 70.4kt of zinc.
Despite the depletion, we reported an increase in contained zinc reserves mainly due to the increase in NSR cut-off values and
zinc grade increase due to infill drilling at Cerro Lindo (with a positive net impact of 20.6kt). The overall increase in zinc
reserves represented approximately 3.2% of the reported contained zinc reserves and material assumptions and information pertaining
to the disclosure of our mineral resources and mineral reserves in Cerro Lindo have not changed.

    Mr. John Coleman

Mr. Mark Wojciechowski

Mr. Karl Hiller

Page 4 of 16

Nexa
intends to include additional narrative and tabular disclosure in its 2023 Form 20-F describing the net changes year-over-year
in percentages for each of the individual material properties, as well as to include explanations for any material changes, as
applicable. Illustrative disclosure for the Cerro Lindo mine (comparison of 2022 to 2021 mineral reserves) is included here, to
be added into and after the table “Cerro Lindo – Net Difference in Mineral Reserves between December 31, 2022
versus December 31, 2021 (on a 100% ownership basis)” on page 33 of the 2022 Form 20-F (proposed changes from the
language in the 2022 Form 20-F are marked). The Company intends to include similar disclosure regarding the reconciliations for
the other material properties in its 2023 Form 20-F:

Cerro
Lindo – Net Difference in Mineral Reserves between December 31, 2022 versus December 31, 2021 (on an 100% Nexa attributable
ownership basis)

    Class
    Tonnage(1)
    Contained
    Metal

    Zinc
    Copper
    Silver
    Lead
    Gold

    (Mt)
    (kt)
    %
    (kt)
    %
    (koz)
    %
    (kt)
    %
    (koz)
    %

    Proven
    2.10
    70.0
    15.1
    11.6
    6.8
    813
    4.6
    5.4
    9.6
    —
    —

    Probable
    (4.71)
    (49.3)
    (26.1)
    (41.5)
    (55.6)
    (2,375)
    (19.6)
    (4.1)
    (11.7)
    —
    —

    Total
    (2.61)
    20.6
    3.2
    (29.8)
    (12.2)
    (1,562)
    (5.2)
    1.3
    1.4
    —
    —

In
comparison to 2021, Cerro Lindo’s Mineral Reserves have decreased by 6.0%, to total 41.43Mt from
44.0 Mt, mainly due to depletion from mining and increase in NSR cut-off values from US$38.43/t
and US$42.65/t, respectively. Despite the depletion, we reported a 3.2% increase in our total contained zinc reserves, mainly
due to the increase in NSR cut-off values and zinc grade increase due to infill drilling at Cerro Lindo.

 3. Please
                                         file a technical report summary for each material property as required by Item 1302(b)(2)(i)
                                         of Regulation S-K. To the extent that you are relying on a previously filed technical
                                         report summary, disclose the name, date, and source of the technical report summary and
                                         include a reference to the report in your exhibit index.

In
response to the Staff’s comment, the Company respectfully notes that it relied on previously filed technical report summaries
for each of Cerro Lindo, El Porvenir, Vazante and Aripuanã. These technical report summaries were filed as Exhibits 15.1,
15.2, 15.3 and 15.4, respectively, to Nexa’s annual report on Form 20-F/A for the year ended December 31, 2020, as filed
with the SEC on November 4, 2021. In the 2023 Form 20-F, Nexa intends to include: (i) a cross-reference to each of the previously-filed
technical report summaries in the Information on the Company—Mineral Reserves and Resources section for each of its
material properties as illustrated below for the disclosure relating to the Cerro Lindo mine; and (ii) a reference to the reports
in the exhibit index, each of which will be incorporated by reference from the Company’s November 4, 2021 20-F/A filing.
Similar disclosure will be included for the Company’s other material properties in the 2023 Form 20-F. If Nexa updates any
of the technical reports prior to filing the 2023 Form 20-F, it will file any such new technical reports (and corresponding new
consents) as new Exhibits to the 2023 Form 20-F.

    Mr. John Coleman

Mr. Mark Wojciechowski

Mr. Karl Hiller

Page 5 of 16

 Cross-Reference: “For
                                         additional information, see the Technical Report Summary on Cerro Lindo, filed as Exhibit
                                         15.1 to Nexa’s annual report on Form 20-F/A for the year-ended December 31, 2021,
                                         as filed on November 4, 2021.”

 Exhibit
                              Index: “Exhibit 15.1
                                                    Technical Report Summary on the Cerro Lindo Mine, Department of Ica, Peru – S-K 1300 Report (incorporated by reference to Exhibit 15.1 to our annual report on Form 20-F filed with the SEC on November 4, 2021).”

Operating
and Financial Review and Prospects

Executive Summary, page 99

 4. We
                                         note your disclosure stating that despite several challenging economic circumstances
                                         during 2022, “...we achieved the highest Adjusted EBITDA in our history, US$760.3
                                         million, up 2.2%