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**AMENDED  ANNUAL INFORMATION FORM****For the year endedDecember 31, 2017**

**Dated as of April 18 , 2018**

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| Table of Contents |
|-------------------|

| Preliminary Notes.                                                                                                           | 1  |
|------------------------------------------------------------------------------------------------------------------------------|----|
|      Forward-Looking Statements.                                                                    | 1  |
|      Cautionary Note to US Readers Regarding Disclosure of Mineral Reserves and Resource Estimates. | 2  |
|      Glossary and Defined Terms.                                                                    | 4  |
| Corporate Structure.                                                                                                         | 8  |
|      Name, Address and Incorporation.                                                               | 8  |
|      Intercorporate Relationships.                                                                  | 8  |
| General Development of the Business.                                                                                         | 9  |
|      Three Year History.                                                                            | 9  |
|           2017 Significant Developments.                                   | 9  |
|           2016 Significant Developments.                                   | 11 |
|           2015 Significant Developments.                                   | 13 |
| Description of the Business.                                                                                                 | 14 |
|      The Bisha Mine.                                                                                | 14 |
|      The Timok Project                                                                              | 14 |
|      Metal Sales.                                                                                   | 15 |
|      Methods of Production.                                                                         | 15 |
|      Skill and Knowledge.                                                                           | 15 |
|      Employees.                                                                                     | 15 |
|      Corporate Social Responsibility.                                                               | 16 |
|           Social Responsibility.                                           | 16 |
|           Health and Safety.                                               | 17 |
|           Environment                                                      | 17 |
| Mineral Properties.                                                                                                          | 18 |
|      Timok Project - Project Description and Location.                                              | 20 |
|           Accessibility, Climate, Infrastructure & Physiography.       | 23 |
|           Mineral Property History.                                        | 25 |
|           Geological Setting.                                              | 26 |
|           Exploration History Since 2010.                                  | 26 |
|           Mineralization.                                                  | 27 |
|           Drilling.                                                        | 28 |
|           Sampling and Analysis.                                           | 29 |
|           Security of Samples.                                             | 30 |
|           Upper Zone Mineral Resource Estimate.                            | 30 |
|      Bisha Mine - Project Description and Location.                                                 | 31 |
|           Accessibility, Climate, Infrastructure & Physiography.       | 32 |
|           Mineral Property History.                                        | 34 |
|           Geological Setting.                                              | 34 |
|           Exploration History.                                             | 34 |
|           Mineralization.                                                  | 35 |
|           Drilling.                                                        | 36 |
|           Sampling and Analysis.                                           | 37 |
|           Security of Samples.                                             | 37 |
|           Mineral Resource Estimate.                                       | 38 |
|           Mineral Reserves.                                                | 40 |
|           Mining Operations.                                               | 49 |
|           Metallurgical Test Work and Process Plant Design.                | 53 |
| Dividends.                                                                                                                   | 55 |
| Description of Capital Structure.                                                                                            | 56 |
| Market for Securities.                                                                                                       | 56 |
| Directors and Officers.                                                                                                      | 57 |
|      Name, Occupation and Security Holding.                                                         | 57 |
|      Conflicts of Interest                                                                          | 59 |
|      Audit Committee.                                                                               | 59 |
|      Audit Committee Charter                                                                        | 59 |
|      Independent Advice & Funding.                                                              | 59 |
|      Composition of the Audit Committee.                                                            | 59 |
|      Pre-Approval Policies and Procedures.                                                          | 60 |
|      External Auditor Fees.                                                                         | 61 |
| Legal Proceedings.                                                                                                           | 61 |
| Interest of Management and Others in Material Transactions.                                                                  | 61 |
| Transfer Agents and Registrars.                                                                                              | 61 |
| Material Contracts.                                                                                                          | 61 |
| Names and Interests of Experts.                                                                                              | 61 |
| Additional Information.                                                                                                      | 62 |
| Schedule "A" - Audit Committee Mandate.                                                                                      | 63 |
| Schedule "B" - Risk Factors.                                                                                                 | 68 |

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| PreliminaryNotes |
|------------------|

In this  amended  annual information form (“AIF”) reference to the Company or Nevsun or NRL meansNevsun Resources Ltd. and all of its wholly and majority owned subsidiaries, andexcept as otherwise noted herein, the information in this AIF is as of December31, 2017. We prepare the financial statements referred to in the AIF inaccordance with International Financial Reporting Standards (IFRS) as issued bythe International Accounting Standards Board, and file the AIF with appropriateregulatory authorities in Canada and the United States. Information on our websiteis not part of this AIF or incorporated by reference.  Filings on SEDAR arealso not part of this AIF or incorporated by reference except as specificallystated herein.  Additional financial and other information regarding theCompany can be found in our consolidated financial statements for theyear ended December 31, 2017, together with the auditors’ report thereon dated February28, 2018 and our Management’s Discussion and Analysis (“MD&A”) for the yearended December 31, 2017.

Alldollar amounts in this AIF are expressed in USD, unless otherwise indicated (“USD”denotes United States dollars and “CAD” denotes Canadian dollars).  Allcapitalized terms in this AIF not otherwise defined in the text have meaningsascribed to those terms in the Glossary and Defined Terms section below unlessthe context requires otherwise.

**Forward-Looking Statements**

This AIF contains certain forward-lookinginformation and forward-looking statements as defined in applicable securitieslaws (collectively referred to herein as “forward-looking statements”).  Theseforward-looking statements relate to future events or the Company’s futureperformance including anticipated developments in theCompany’s continuing and future operations, and the adequacy of the Company’sfinancial resources and financial projections and its intentions for its BishaMine in Eritrea and its Timok Project in Serbia.  All statements other thanstatements of historical fact are forward-looking statements. Forward-lookingstatements are frequently, but not always, identified by words such as“expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,”“possible,” “budget” and similar expressions, or statements that events,conditions or results “will,” “may,” “could” or “should” occur or be achieved. Inaddition, the Bisha Technical Reports and the Updated Timok PEA containforward-looking statements related to the Bisha Property and the Timok Propertyrespectively. Readers are cautioned that the scientific and technicalinformation contained in this AIF may change and caution should be used byreaders in relying upon forward looking information related to the BishaProperty and the Timok Project. 

Forward-looking statements involve known andunknown risks, uncertainties and other factors that may cause the actualresults or events to differ materially from those anticipated in suchforward-looking statements. This is particularly the casewith respect to forward-looking statements contained in the past BishaTechnical Reports and the Updated Timok PEA given the expected updated technicalreports. These statements speak only as of the date of this AIF.

Forward-lookingstatements include, but are not limited to statements concerning:

-  the    business, prospects, and future activities of, and developments related to the    Company and its Bisha Property and Timok Project; 
-  forecasts    or outlook and guidance related to construction, exploration drilling programs    and activities, production targets, timetables and estimates of capital and    operating costs; 
-  the    timing, nature and extent of future zinc, copper and gold production and    recoveries, the    estimation of mineral reserves and resources, methodologies and models used to    prepare resource and reserve estimates as set out in the Bisha Technical Reports    concerning the Bisha Property and the Updated Timok PEA concerning the Timok    Project; 
-  estimates    of the quantity, quality and the realization of mineral reserves and resources,    the    conversion of mineral properties to reserves and resources; 
-  interpretation    of drill results as such information constitutes a prediction of what    mineralization might be found to be present if and when a project is actually    developed; 
-  statements    based on certain assumptions that a mineral deposit can or may be economically    exploited; 

| 1 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

-  dividends,    goals, strategies, future growth,
-  any    pending litigation to which the Company is a party;
-  resolution    of metallurgical challenges from variable ore materials to produce concentrate    and the ability to increase processing recovery rates of zinc and copper to    initial design levels at the Bisha Mine;
-  timing    and achievement of any key milestones including, planned mineral movement at    the Bisha Mine, the delivery of or timing for delivery of a Pre-Feasibility    Study and a Feasibility Study on the Timok Project, 
-  the    adequacy of financial resources and the ability of the Company to raise    additional capital;
-  the    potential to expand resources, reserves and mine life;
-  environmental,    health and safety initiatives;
-  future    exploration budgets, plans, work programs and capital expenditures; 
-  integration    or expansion of operations and requirements for additional capital;
-  anticipated    timing of grant of permits, licenses, land acquisition, construction, mining    and development plans and activities;  
-  in-situ    and ore feed grades, processing rates and net cash flows; 
-  metal    prices and exchange rates; 
-  reclamation    costs and unanticipated    reclamation expenses; 
-  environmental    risks; 
-  government    regulation of mining operations and project development; 
-  political    risks and uncertainties; 
-  general    business and economic conditions; and
-  other    events or conditions that may occur in the future.  

Forward-lookingstatements are statements about the future and are inherently uncertain, andactual achievements of the Company or other future events or conditions maydiffer materially from those reflected in the forward-looking statements due toa variety of risks, uncertainties, assumptions and other factors, including,without limitation, the risks more fully described under the Section titled“Risk Factors” in Schedule “B”. 

Althoughthe Company has attempted to identify important factors that could cause actualresults to differ materially from those contained in forward-looking statements,there may be other factors that could cause actual results to differ from whatis anticipated, estimated or intended. The Company’sforward-looking statements are based on the beliefs, expectations and opinionsof management on the date the statements are made and the Company assumes noobligation to update such forward-looking statements in the future, except asrequired by law.  Therecan be no assurance that such statements will prove to be accurate, as actualresults and future events could differ materially from those anticipated insuch statements. For the reasons set forth above, readers should not placeundue reliance on forward-looking statements.

**Cautionary Note to US Readers Regarding Disclosure of MineralReserves and Resource Estimates**

The disclosure in this AIF uses mineral resource andmineral reserve classification terms that comply with Canadian securities lawsthat differ in certain material respects from the requirements of United Statessecurities laws.  Disclosure has been made in accordance with Canadian NationalInstrument 43-101 – *Standards of Disclosure for Mineral Projects*(“NI43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum’sClassification System.  The NI 43-101 is a rule developed by the CanadianSecurities Administrators that establishes standards for all public disclosurean issuer makes of scientific and technical information concerning mineralprojects. These standards differ significantly from the disclosure requirementsof the Securities and Exchange Commission (“SEC”).

| 2 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

The SEC’s disclosure standards normally do not permit theinclusion of information concerning “measured mineral resources”, “indicatedmineral resources” or “inferred mineral resources” in documents filed with theSEC, unless such information is required to be disclosed by the law of theCompany’s jurisdiction of incorporation or of a jurisdiction in which itssecurities are traded.  Consequently, mineral resource and mineral reserveinformation contained in this AIF is not comparable to similar information thatwould generally be disclosed by US companies in accordance with the rules ofthe SEC. 

The SEC’s Industry Guide 7 applies different standards inorder to classify mineralization as a reserve. As a result, the definitions ofproven and probable reserves used in NI 43-101 differ from the definitions inIndustry Guide 7. Under SEC standards, mineralization may not be classified asa “reserve” unless the determination has been made that the mineralizationcould be economically and legally produced or extracted at the time the reservedetermination is made. Accordingly, mineral reserve estimates contained in thisAIF may not qualify as “reserves” under SEC standards. 

This AIF uses theterms “measured mineral resources”, “indicated mineral resources” and “inferredmineral resources” to comply with the reporting standards in Canada. The SEC’sIndustry Guide 7 does not recognize these terms and US companies are generallynot permitted to use these terms in documents they file with the SEC. Readers arecautioned not to assume that any part or all of the mineral deposits in thesecategories will ever be converted into SEC defined mineral “reserves.” Further,“inferred mineral resources” have a great amount of uncertainty as to theirexistence and as to whether they can be mined legally or economically. 

Therefore, readers are also cautioned not to assume thatall or any part of an inferred mineral resource exists. In accordance with reportingstandards in Canada, estimates of “inferred mineral resources” cannot form thebasis of feasibility or other economic studies, except in rare cases. Inaddition, disclosure of “contained ounces” in a mineral resource estimate ispermitted disclosure under NI 43-101 provided that the grade or quality and thequantity of each category is stated; however, the SEC normally only permitsissuers to report mineralization that does not constitute “reserves” by SEC standardsas in place tonnage and grade without reference to unit measures. For the abovereasons, information contained in this AIF containing descriptions of mineralresource and mineral reserve estimates is not comparable to similar informationmade public by US companies subject to the reporting and disclosurerequirements of the SEC.

**Non-GAAPperformance measure**

Thisdocument includes a non-GAAP performance measure that does not have astandardized meaning prescribed by IFRS. This performance measure may differfrom those used by, and may not be comparable to such measures as reported by,other issuers. The Company believes that this performance measure is commonlyused by certain investors, in conjunction with conventional GAAP measures, toenhance their understanding of the Company's performance. The Company uses thisperformance measure extensively in internal decision-making processes,including to assess how well the Bisha Mine is performing and to assist in theassessment of the overall efficiency and effectiveness of the mine sitemanagement team. 

C1cash cost per payable pound 

C1cash cost per payable pound sold is a non-GAAP measure and represents the cashcost incurred at each processing stage, from mining through to recoverablemetal delivered to customers, less by-product credits. Royalties, depreciation,and depletion are excluded from the calculation of C1 cash cost per payablepound sold. The costs  included in this definition comprise mine site operatingand general and administrative costs, freight, treatment and refining charges,less by-product credits. By-product credits are an important factor indetermining the C1 cash costs per pound. The Company produces byproduct metals,gold and silver, incidentally to zinc and copper production activities. Goldand silver are considered to be by-products as they generally represent lessthan 20% of revenues from concentrate. Additionally, copper metal may also beconsidered a by-product in relation to zinc sales given that revenue from salesof copper concentrate may range from 20% to 30% of total revenue. Therefore,the Company has presented its C1 cash cost per payable pound sold of zinc onboth a co-product basis (with gold and silver as by-products), and on abyproduct basis (with gold, silver and copper as by-products). The presentationof both methods is intended to provide another illustrative representation ofthe net cost of zinc production at the Bisha Mine. Copper by-product creditsare expected to vary period to period as sales quantities of copper concentratemay differ between quarters based on production quantities and the timing ofshipments, and from metal prices movements. The cash cost per payable poundsold will vary depending on the volume of by-product credits and the relative priceof the by-products. The C1 cash cost per payable pound sold is calculated bydividing the total costs, net of the by-product credits, by payable pounds ofmetal sold. The calculation method is consistent on a period to period basisfor purposes of meaningful comparison.

| 3 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

**Glossary and Defined Terms**

| 2013 Technical  Report:   | the NI 43-101  technical report on the Bisha Mine titled “Bisha Mine NI 43-101 Technical  Report” with an effective date of December 31, 2013 filed March 24, 2014.                                                                                                                                                                                                                                                                                        |
|---------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Ag:                       | silver.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Au:                       | gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Bisha Main:               | a large precious metal (Au, Ag) and  base metal rich (Cu, Zn) VMS deposit on the Bisha Property.                                                                                                                                                                                                                                                                                                                                                                       |
| Bisha Mining  License:    | the mining  license issued to BMSC in 2008 which is valid for 20 years covering an area  of 16.5 square kilometers over the Bisha Main and Northwest Zone deposits.                                                                                                                                                                                                                                                                                                    |
| Bisha  Property:          | the Company’s  principal mineral property in Eritrea as more particularly described under  the heading “Description of the Business”.                                                                                                                                                                                                                                                                                                                |
| Bisha  Technical Reports: | means,  collectively the 2013 Technical Report Bisha Mine,  Eritrea, effective December 31, 2013; the December 31, 2015 Mineral Resource  estimate effective December 31, 2015; the December 31, 2015 Mineral Reserve  estimate for Bisha and Harena effective December 31, 2015; the December 31,  2016 Mineral Resource estimate effective December 31, 2016; and Independent  Technical Report 2016 Resources and Bisha Mine, Eritrea effective December  31, 2016. |
| BMSC:                     | Bisha Mining  Share Company, an Eritrean entity that owns and operates the Bisha Mine and  is a 60% owned indirect subsidiary of NRL with the 40% balance of the  outstanding shares owned by ENAMCO.                                                                                                                                                                                                                                                                  |
| Board:                    | board of  directors of Nevsun Resources Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                           |
| C1 cash cost:             | C1 cash cost per pound is a non-GAAP  measure and represents the cash cost incurred at each processing stage, from  mining through to recoverable metal delivered to customers, less net  by-product credits.                                                                                                                                                                                                                                                     |
| CIM:                      | Canadian  Institute of Mining, Metallurgy and Petroleum.                                                                                                                                                                                                                                                                                                                                                                                                               |
| CSAMT:                    | Controlled Source Audio Magneto-Telluric survey.                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Cu:                       | copper.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| EITI:                     | Extractive Industries Transparency  Initiative.                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ENAMCO:                   | Eritrean National Mining  Corporation, an Eritrean entity owned by the State of Eritrea.                                                                                                                                                                                                                                                                                                                                                                               |
| g/t:                      | grams per  metric tonne (1,000 kilograms or 2,204 pounds).                                                                                                                                                                                                                                                                                                                                                                                                             |
| Harena Mining License:    | a conditional license issued to BMSC  in 2012 for the Harena deposit and valid for 10 years, covering an area of  7.5 square kilometers located approximately 10 kilometers from the Bisha  Mine.                                                                                                                                                                                                                                                                      |
| HSE:                      | High Sulphidation Epithermal mineralization.                                                                                                                                                                                                                                                                                                                                                                                                                           |
| IFC:                      | International Finance Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                     |

| 4 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| indicated mineral resource: | that part of a  mineral resource for which quantity, grade or quality, densities, shape and  physical characteristics can be estimated with a level of confidence  sufficient to allow the appropriate application of technical and economic  parameters to support mine planning and evaluation of the economic viability  of the deposit. The estimate is based on detailed and reliable exploration and  testing information gathered through appropriate techniques from locations  such as outcrops, trenches, pits, workings and drill holes that are spaced  closely enough for geological and grade continuity to be reasonably assumed.                          |
|-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| inferred mineral resource:  | that part of a  mineral resource for which quantity and grade or quality can be estimated on  the basis of geological evidence and limited sampling and reasonably assumed,  but not verified, geological and grade continuity. The estimate is based on  limited information and sampling gathered through appropriate techniques from  locations such as outcrops, trenches, pits, workings and drill holes.                                                                                                                                                                                                                                                            |
| in-situ:                    | natural  material in the ground prior to excavation, processing and transport.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| IP:                         | induced  polarization survey.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| LG:                         | Lerchs-Grossmann,  a method used to determine the optimal open pit limit within the ground  including the mineralized material, founded in 3-dimensional graph theory and  relying upon a regular system of blocks which defines the value (profit, loss)  and type (ore, waste) of material contained in the blocks.                                                                                                                                                                                                                                                                                                                                                     |
| LOM:                        | life of  mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| measured mineral resource:  | that part of a  mineral resource for which quantity, grade or quality, densities, shape,  physical characteristics are so well established that they can be estimated  with confidence sufficient to allow the appropriate application of technical  and economic parameters, to support production planning and evaluation of the  economic viability of the deposit. The estimate is based on detailed and  reliable exploration, sampling and testing information gathered through  appropriate techniques from locations such as outcrops, trenches, pits,  workings and drill holes that are spaced closely enough to confirm both  geological and grade continuity. |
| mineral reserve:            | the economically mineable part of a  measured mineral resource or indicated mineral resource demonstrated by at  least a preliminary feasibility study.  This study must include adequate  information on mining, processing, metallurgical, economic and other relevant  factors that demonstrate, at the time of reporting, that economic extraction  can be justified.  A mineral reserve includes diluting materials and  allowances for losses that may occur when the material is mined.                                                                                                                                                                  |
| mineral  resource:          | a  concentration or occurrence of diamonds, natural solid inorganic material, or  natural solid fossilized organic material including base and precious metals,  coal and industrial minerals in or on the earth’s crust in such form and  quantity and of such a grade or quality that it has reasonable prospects for  economic extraction. The location, quantity, grade, geological  characteristics and continuity of a mineral resource are known, estimated or  interpreted from specific geological evidence and knowledge.                                                                                                                                 |

| 5 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| Mining  Agreement:             | the mining  agreement between BMSC and the Government of the State of Eritrea dated  December 2007, as amended or supplemented from time to time, covering the  future development and operations for the Bisha Property, including all  substantive requirements of international financial institutions.                                                                                                                                                                                           |
|--------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Moz:                           | million ounces.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Mt:                            | metric tonne.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Mogoraib  Exploration License: | the exploration license acquired by  the Company in 2012 from Sanu Resources, a subsidiary of NGEx Resources, and  subsequently materially expanded in 2016 to 630 square kilometers of area  located to the west and north of the Bisha Mining License.                                                                                                                                                                                                                                             |
| NI 43-101:                     | a national instrument for the  Standards of Disclosure for Mineral Projects within Canada involving a  codified set of rules and guidelines for reporting and displaying information  related to mineral properties.                                                                                                                                                                                                                                                                                 |
| NRL:                           | Nevsun Resources Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| NSR:                           | net smelter return used in mineral  resource and reserve calculations is the net value per tonne of ore,  inclusive of all recoveries and costs outside the mine gate.  It does not  include operating costs inside the mine gate.                                                                                                                                                                                                                                                              |
| probable mineral  reserve:     | the economically mineable part of an  indicated mineral resource and, in some circumstances, a measured mineral  resource demonstrated by at least a preliminary feasibility study.  This  study must include adequate information on mining, processing, metallurgical,  economic, and other relevant factors that demonstrate, at the time of  reporting, that economic extraction can be justified.                                                                                          |
| QAQC:                     | quality  assurance quality control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| QP:                            | a qualified person as defined by National  Instrument 43-101 (NI 43-101).                                                                                                                                                                                                                                                                                                                                                                                                                            |
| reserve:                       | see “mineral  reserve”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| resource:                      | see “mineral  resource”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Run of mine (ROM):             | generally ore material excavated  from a mine that has not been crushed or screened.                                                                                                                                                                                                                                                                                                                                                                                                                 |
| SEC:                           | United States Securities and  Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| SEDAR:                         | the System for Electronic  Document Analysis and Retrieval (SEDAR) is a filing system developed for the  Canadian Securities Administrators to facilitate the electronic filing of  securities information as required by Canadian Securities Administrator;  allow for the public dissemination of Canadian securities information  collected in the securities filing process; and provide electronic  communication between electronic filers, agents and the Canadian Securities  Administrator. |
| SEIA:                          | Social and Environmental Impact  Assessment.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| SEMP:                          | Social and Environmental Management  Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Tabakin Exploration  License:  | an exploration license issued to  BMSC in 2016 for a period of 10 years, covering an area of 184 square  kilometers, located immediately between the Bisha Mining License and the  Harena Mining License.                                                                                                                                                                                                                                                                                            |
| Updated Timok PEA:             | 2017 Updated Preliminary  Economic Assessment of the Timok Project, Republic of Serbia effective  September 1, 2017 and Technical Report.                                                                                                                                                                                                                                                                                                                                                            |

| 6 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| Timok Project: | a copper-gold development asset in  eastern Serbia focused on the Cukaru Peki deposit, which includes the high  grade Upper Zone (characterized by massive and semi-massive sulphide  mineralization) and the Lower Zone (characterized by porphyry-style  mineralization). |
|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| TMF:           | tailings  management facility, historically referred to as tails storage facilities or  tailings ponds.                                                                                                                                                                     |
| TSX:           | the Toronto Stock Exchange.                                                                                                                                                                                                                                                 |
| VMS:           | volcanogenic massive sulphides.                                                                                                                                                                                                                                             |
| VTEM:          | Versatile Time-Domain  Electromagnetic                                                                                                                                                                                                                                      |
| Zn:            | zinc.                                                                                                                                                                                                                                                                       |

| 7 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| Corporate Structure |
|---------------------|

**Name, Address and Incorporation**

NRL was incorporatedunder the laws of the Province of British Columbia under the *Companies Act* (British Columbia) on July 19, 1965 under the name of “Hogan Mines Ltd.”Since inception, it has undergone four name changes until December 19, 1991when it adopted the name of “Nevsun Resources Ltd.” NRL is governed by the *BusinessCorporations Act* (British Columbia) and its Articles.  

The head office of NRL is located at 1750 - 1066 WestHastings Street, Vancouver, British Columbia, V6E 3X1 and its registered andrecords office is located at 2600 - 595 Burrard Street, Vancouver, BritishColumbia, V7X 1L3 and its website address is http://www.nevsun.com.

**Intercorporate Relationships**

The following diagramexplains the intercorporate relationships among NRL, and its wholly andpartially owned subsidiaries, (collectively referred to as “Nevsun” or the “Company”);the name and place of incorporation of each subsidiary; and the percentage of votingsecurities legally and beneficially owned:

| 8 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| General Development of the Business |
|-------------------------------------|

**Three Year History**

The Company’s major achievements during the past threefiscal years include:

-  completing the Updated Timok PEA for its Timok    Project in Serbia; 
-  completing the Bisha zinc expansion project on time    and under budget, declaring commercial production October 1, 2016;
-  completing the acquisition of Reservoir Minerals    Inc. (“Reservoir”), and its ownership interest in the high-grade Timok Project    on June 23, 2016;
-  completing the acquisition of significant    additional exploration licenses in the Bisha District which now total 814 square kilometers, up 1,891% from the previous square    kilometers;
-  maintaining    an industry leading safety performance record at Bisha; 
-  generating    $958 million of after-tax operating cash flows since the commencement of    commercial gold, copper and zinc production; 
-  declaring    and paying industry-leading dividends to shareholders; and 
-  enhancing    its corporate social responsibility programs.

**2017Significant Developments**

**Board and Management Changes**

-     The    Company implemented a Chief Executive Officer (CEO) succession plan with the    appointment of Peter Kukielski as the new CEO in May, 2017 and retirement of    Cliff Davis;
-  The    Company completed a planned Board renewal to reflect the Company’s growth and    strategic transformation with the appointment of five experienced new directors    to replace retiring directors to form a board of seven directors;
-  The    Company appointed a new Chief Financial Officer, a new Vice President and    Project Director, Timok Projects and a Vice-President Corporate Development. 

**Timok Project Activities**

In September, 2017 the Company announced the results of theUpdated Timok PEA on the Upper Zone confirming the Upper Zone as a world-classcopper-gold deposit with positive economics highlighting: a 15 year mine lifeproducing over 2.1 billion pounds or 0.96 million tonnes of payable copper;sub-level cave mining with 3.3 million tonnes per annum conventional planproducing copper concentrate; after-tax NAV of $1.5 billion at flat $3.00 perpound copper and 8% discount rate; $630 million in pre-production capital with50% IRR and under 1.5 year payback; established mining jurisdiction supportive ofnew mining investment; strong project economics support a wide range offinancing alternatives; upside potential from on-license exploration and goldin pyrite concentrate.

Keymilestones achieved in 2017 at the Timok Project include the completion ofthree phases of metallurgical test work, an extensive infill drilling programtotaling 30,000 meters and the first phase of condemnation drilling, keytechnical mining and environmental studies, and advancement of permitting andland acquisition. As of December 31, 2017, the Company has acquired 100% of theland required for development of the exploration decline and 40% of therequired private land for construction of the project.

**Bisha Mine Operations**

During 2017 the Company produced 210.4 million pounds ofzinc in zinc concentrate at C1 cash costs of $0.97 per payable zinc pound soldon a co-product basis and $0.88 per payable zinc pound sold on a by-productbasis, using net margin from copper sales as a by-product. During 2017, theCompany also produced 17.5 million pounds of copper in copper concentrate at C1cash costs of $1.72 per payable copper pound sold on a co-product basis. 

| 9 | Nevsun Resources Ltd. |
|---------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

Since commissioning commenced in June 2016, the existingcopper circuit and the new zinc circuit have produced approximately 320,000 drymetric tonnes (“DMT”) of commercially saleable zinc concentrate.

In the Mineral Resourceestimate effective December 31, 2017, the Company updated the mineralresources and reserves for the Bisha Mine.  Bisha and Harena proven andprobable primary ore reserves as of December 31, 2017 declined to 8.5 milliontonnes at 6.25 percent zinc, 1.07 percent copper, 0.72 g/t gold and 47 g/tsilver (see Table 3.1). At a processing rate of 2.4 million tonnes per annum,the Bisha operation now has a reserve mine life to third quarter of 2021, upfrom the first quarter of 2021 at the last reserve estimate.  The increaseis due to a small increase of reserve in the Bisha main pit and also due toincluding long-term stockpiles. Bisha Main and Harena pits both have potentialfor expansion. Nevsun is working on the possibility of future expansion at theBisha operation. 

**Exploration Activities**

Timok Project (Serbia)

|   | Upper Zone |
|--------|------------|

|   | During 2017, the company completed the 30,000 meter infill drill program on the Upper Zone and provided an update on results.  Highlight assay results from new massive and new semi-massive sulphide intersections included: |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | - 13.94% Cu and 4.91g/t Au over 20.3m, within 4.96% Cu and 2.01g/t Au over 222.8m in TC160124A
-  17.97% Cu and 7.59g/t Au over 46.5m, within 5.93% Cu and 2.20g/t Au over 279.0m in TC160128A
-  14.58% Cu and 12.9g/t Au over 67.5m, within 6.00% Cu and 3.79g/t Au over 256.3m in TC160130
-  16.94% Cu and 9.44g/t Au over 22.5m, within 5.25% Cu and 4.69g/t Au over 163.5m in TC160133
-  15.63% Cu and 12.28g/t Au over 19.5m, within 5.37% Cu and 4.94g/t Au over 177.0m in TC160142
-  16.94% Cu and 6.97g/t Au over 25.5m, within 4.46% Cu and 2.38g/t Au over 280.0m in TC160146B
-  20.57% Cu and 9.17g/t Au over 49.5m, within 6.77% Cu and 3.67g/t Au over 265.5m in TC160147
-  15.86% Cu and 7.69g/t Au over 27.0m, within 5.18% Cu and 2.28g/t Au over 274.5m in TC170157 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | On October 26, the company provided an updated resource statement for the Upper Zone consisting of a Measured and Indicated resource of 28.7 million tonnes grading 3.7% Cu and 2.4g/t Au and an Inferred resource of 13.9 million tonnes grading 1.6% Cu and 0.9g/t Au. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Exploration was also initiated for new zoneson Upper Zone style mineralization on the B-M Permit.

|   | Lower Zone |
|--------|------------|

|   | During 2017, the company updated the progress on the $20 million drilling program on the Lower Zone. |
|--------|------------------------------------------------------------------------------------------------------|

|   | Highlights of new porphyry copper intersections included: |
|--------|-----------------------------------------------------------|

|   | - 1.01% Cu and 0.18g/t Au over 336.1m in TC160118 (1.27% Cu equivalent)
-  1.18% Cu and 0.29g/t Au over 238.7m in TC160125B (1.59% Cu equivalent)    
- 1.02% Cu and 0.25g/t Au over 327.0m in TC160125D (1.38% Cu equivalent)    
- 0.80% Cu and 0.22g/t Au over 798.1m in TC170131A (1.11% Cu equivalent)    
- 1.08% Cu and 0.27g/t Au over 747.4m in TC170168 (1.27% Cu equivalent) |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10 | Nevsun Resources Ltd. |
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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

|   | - 1.21% Cu and 0.21g/t Au over 546.0m in TC170175 (1.36% Cu equivalent) and
-  1.14% Cu and 0.20 g/t Au over 411.7m in TC170175 (1.28% Cu equivalent) |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|

Bisha (Eritrea)

|   | Updated mineral resource estimates effective December 31, 2017 (see Tables 2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7) for the Bisha, Harena and Asheli deposits included: |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | - Indicated resources at Harena grew by 2.5Mt as a result of successful near-surface infill drilling, designed to convert Inferred resources to Indicated resources; and Inferred resources grew by 800kt as a result of a successful down-plunge resource extension program
- Bisha district Measured and  Indicated resources of 36 million tonnes containing 764 million pounds copper,  3.3 billion pounds zinc, 655  thousand ounces gold  and 38  million ounces silver, an  increase  from 2016 due to exploration success, balanced by   depletion from mining, stockpile write offs, improved orebody understanding,  revised metallurgical recoveries and financial inputs |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | At Harena, drilling highlights included: |
|--------|------------------------------------------|

|   | - 11.65% Cu, 4.03% Zn, 0.82g/t Au, 55g/t Ag over 18.4m in hole HX-083 extending the deposit by 150 meters  to a depth of 1,100 meters
-  0.37% Cu, 7.08% Zn, 0.17g/t Au, 9g/t Ag over 57.4m  in hole HX-079
- 0.49% Cu, 6.51% Zn, 0.43g/t Au, 29g/t Ag over 44.5m in hole HX-081
-  0.76% Cu, 4.82% Zn, 0.18g/t Au, 18g/t Ag over 40.5m in hole HX-082
-  0.80% Cu, 4.72% Zn, 0.27g/t Au, 15g/t Ag over 84.0m in hole HX-084 |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

During2017, the company also completed a 6,386 line kilometer VTEM airborne surveyover an 825 square area at Bisha that highlighted numerous new untested shallowdrill targets. Field review, follow-up soil and ground EM surveys and diamonddrilling of these targets were initiated in later half of the year and workcontinues.

**Dividends**

NRL declared an annualized dividend of $0.04 per share,the seventh consecutive year of dividend declarations since the start of commercialproduction at the Bisha Mine in 2011.

**Legal Update**

Please refer to the section titled “Legal Proceedings” on page 62of this AIF for the update on current legal proceedings.

**CorporateSocial Responsibility**

The Company released its 2016 CorporateSocial Responsibility Report in May highlighting its safety record of no losttime injuries; ongoing implementation of Nevsun CSR policiesand ethical standards into growing Timok development team and commenced environmentaland social impact assessment baseline study work;  increaseof training for Eritrean workers by 19% over the prior year; continued progresson key human rights actions that reflect evolving international best practices;continued its focus on community and environmental management programs at Bisha;completed three community infrastructure projects near the Bisha Mine toenhance local water supply; taxes and royalties paid to the state of Eritreaand dividends paid to ENAMCO.

**2016Significant Developments**

**Acquisition**

OnJune 23, 2016, the Company completed its acquisition of 100% of the issued andoutstanding shares of Reservoir. The acquisition of Reservoir and its principalasset, its ownership interest in the Timok Project, located in eastern Serbianear the Bor Mining and Smelting complex, is the culmination of a long-termstrategic objective of the Company to grow through merger and acquisition(“M&A”) transactions. The transaction fits the Company’s M&A criteriaof a transformative, high quality, copper and gold project in a differentgeographical location. Additional benefits of the transaction includeexploration potential in Serbia and Macedonia and the addition of bothFreeport-McMoRan Exploration Corp. (“Freeport”) and Rio Tinto plc as majorstrategic partners.

| 11 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

TheTimok Project is focused on the Cukaru Peki deposit, which includes the highgrade Upper Zone (characterized by massive and semi-massive sulphidemineralization) and the Lower Zone (characterized by porphyry-stylemineralization). The Upper Zone has an extremely high copper and gold contentconsisting of 1.7 million tonnes of indicated resource grading 13.5% copper and10.4 g/t gold and 35.0 million tonnes of inferred resource grading 2.9% copperand 1.7 g/t gold.

TheTimok Project is a joint venture between the Company and Freeport. The Company isthe operator of the Timok Project until the occurrence of certain events andwill advance the development of both the Upper Zone and the Lower Zone. TheCompany will fund 100% of the Upper Zone development costs and will solely fundthe first $20 million of agreed Lower Zone work. The Company and Freeport willfund additional Lower Zone work based on their respective ownership interestsin the Lower Zone. After delivery of a feasibility study on either the UpperZone or the Lower Zone, Freeport’s ownership in the Lower Zone will increase to54% and the Company will own 100% of the Upper Zone and 46% of the Lower Zone. TheCompany and Freeport will be entitled to their pro rata share of the economicbenefits of the Lower Zone, and the Company will be entitled to 100% of theeconomic benefits of the Upper Zone.

Theacquisition of Reservoir was completed under a plan of arrangement pursuant toan arrangement agreement dated April 22, 2016 as amended on June 16, 2016 (the“Arrangement Agreement”). Under the terms of the Arrangement Agreement, eachissued and outstanding common share and restricted share unit of Reservoir wasexchanged for two Nevsun common shares plus CAD$2.00 in cash. The ArrangementAgreement included $135 million of funding to Reservoir (via a privateplacement for 19.9% of the issued shares of Reservoir and an unsecured loan). The $135 million of funding allowed Reservoir to exercise its right of firstoffer (“ROFO”) with Freeport on May 3, 2016.  After exercising the ROFO,Reservoir had increased its ownership in the Upper Zone of the Timok Project to100% and in the Lower Zone to 60.4%.  Upon completion of the plan ofarrangement on June 23, 2016, Nevsun and Reservoir shareholders ownedapproximately 67% and 33% of the Company, respectively.  The total purchaseprice for the acquisition was $512,554.

**Bisha Mine Operations**

During 2016 the Company produced 56 million pounds ofcopper at C1 cash costs of $1.04 per payable pound sold as well as 90 millionpounds of zinc from primary ore, generating operating cash flows before taxes of$71 million.  The Company completed its zinc expansion project on time andunder budget with commercial production declared on October 1, 2016. Totalproject cost was approximately $78 million, compared to a budget of $100million. 

**Exploration Activities**

Timok Project (Serbia)

-  Upper    Zone – Ongoing drilling of the Upper Zone at the Timok Project confirms    continuity and the high grade nature of this zone, which is part of an    approximately 50,000 meter drill program for both resource infill drilling and    technical drilling that will support delivery of a pre-feasibility study on the    Upper Zone in September 2017.
-  Lower    Zone – The Company commenced an approximate 60,000 meter drill program to    define higher grade areas at shallower depths and to further expand the    mineralization footprint.

Bisha(Eritrea)

-  During 2016 the Company announced    a series of assay results for its Asheli prospect as part of its ongoing    regional exploration at Bisha.  New drill results demonstrated the continuity    and high grade nature of the Asheli mineralization with further expansion    potential.
-  Based on the prospectivity of    Bisha’s VMS District, BMSC increased its total land package of exploration    licenses to 814 square kilometers, up from the previous 41 square kilometers.    NRL funded its share of these newly acquired exploration licenses via a $22.6    million reduction in the amount receivable from ENAMCO. 

| 12 | Nevsun Resources Ltd. |
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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

**Dividends**

NRL declared an annualized dividend of $0.16per share, the sixth consecutive year of dividend declarations since the startof commercial production at the Bisha Mine in 2011.

In September 2016, the Company adopted aDividend Reinvestment Plan (“DRIP”) to offer shareholders an opportunity toincrease their investment without additional transaction costs by reinvestingtheir cash dividends into additional common shares of the Company at a 3%discount to the prevailing market price.  Participation in the DRIP is optionaland shareholders holding approximately 13% of the outstanding shares of theCompany are currently participating in the DRIP.

**Legal Update**

Please refer to the section titled “Legal Proceedings” on page 62 ofthis AIF for the update on current legal proceedings.

**CorporateSocial Responsibility**

The Company released its 2015 CorporateSocial Responsibility Report in May highlighting its safety record of only onelost time injury and over 6.1 million hours without an incident effective dateof that report; second independent human rights audit progress; training minesecurity on the Voluntary Principles for Security and Human Rights; communityinfrastructure pilot projects; local employment and training; social andenvironmental programs at Bisha Mine and nearby communities; taxes androyalties paid to the state of Eritrea and dividends paid to ENAMCO.

**2015Significant Developments**

In 2015, the Company produced 135.9 million pounds ofcopper in concentrate from the Bisha Mine at C1 cash costs of $1.31 per payablepound sold which lead to earnings and operating cash flows with year-endworking capital of $462 million including $434 million in cash. NRL declared anannualized dividend of $0.16 per share, representing a fifth consecutive yearof increased dividend declarations since the start of commercial production atthe Bisha Mine in early 2011. The Company also advanced the zinc expansionproject.

Exploration drilling results at the Harenadeposit during 2015 continued to demonstrate continuity of mineralization downdip and plunge and as a result, the Company announced revised mineral resourcesfor Harena on February 17, 2016.  The Company announced that drilling at Harenaadded 0.5 million tonnes of indicated resource and 4.5 million tonnes ofinferred resource.  It further disclosed that the total indicated resource atHarena was now 3.7 million tonnes (including in-situ 70 million pounds copper,258 million pounds zinc, 70,000 ounces gold and 3.3 million ounces silver) andthe total inferred resource was 11.0 million tonnes (including in-situ 348million pounds copper, 952 million pounds zinc, 360,000 ounces gold and 14.4million ounces silver).  The deposit remained open at depth with the grade andthickness of the massive sulphides increasing in the deepest tier ofexploration holes.

In Q2, the Company announced the discovery ofa new massive sulphide deposit at the greenfield Asheli prospect on theMogoraib River Exploration License located 20 kilometers southwest of the Bishaprocessing plant. Highlight drill holes include: 

-  MX-052 which graded  2.29% Cu, 4.50% Zn,  0.45 g/t Au, 37 g/t Ag    over  22.9 meters, including 3.67% Cu, 8.04% Zn, 0.68 g/t Au, 50 g/t Ag over    7.4 meters and 7.92% Cu, 3.89% Zn, 1.14 g/t Au, 101 g/t Ag over 2.9 meters; and
-  MX-056 which graded 1.26% Cu, 6.08% Zn, 0.28 g/t Au, 26 g/t Ag    over 20.9 meters including 1.71% Cu, 8.51% Zn, 0.37 g/t Au, 35 g/t Ag over 10.9    meters.  

The deposit is associated with highly alteredfelsic volcanics and is open to expansion with numerous untested geochemicaland geophysical targets occurring along at least 4 kilometers of similarstratigraphy.

The Company also provided an update on itshuman rights and reported that it commissioned an independent human rightsimpact assessment (HRIA) in 2013 which was completed in and published in April2014 with cooperation from the State of Eritrea. 

| 13 | Nevsun Resources Ltd. |
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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

The Company released its 2014 CorporateSocial Responsibility Report in April highlighting its safety record, communityengagement efforts and local employment, successful environmental managementand practices, and progress on independent human rights impact assessmentfollow-up recommendations in training and development.

On February 3, 2015 the Company announced the updatedmineral resource estimate effective December 31, 2014 for the Bisha and Harena deposits. The Bisha primary indicated resource grew by 0.9 million tonnes and primaryinferred resource grew by 0.6 million tonnes.  This primary zone growth addedindicated resources of 83 million pounds of zinc and 40 million pounds ofcopper, and inferred resources of 96 million pounds of zinc and 21 millionpounds of copper. The Harena open pit indicated resource grew by 1.4 milliontonnes adding 113 million pounds of zinc and 32 million pounds of copper, andprimary inferred resources increased by 6.1 million tonnes for an addition of408 million pounds of zinc and 156 million pounds of copper.

| Description of the Business |
|-----------------------------|

The Company’s two materialproperties for the purposes of NI 43-101 are the Timok Project in Serbia whichhosts the copper-gold Cukaru Peki deposit on the Brestovac-MetovnicaExploration Permit (the “B-M Permit”) and the Bisha Property in Eritrea whichhosts the copper-zinc-gold-silver Bisha deposit and includes potential satelliteVMS deposits at Harena, Northwest, Hambok and Asheli.  

The Company’sprincipal mining operation is the Bisha Mine which is located on the BishaProperty and is owned and operated by BMSC.  The Mining Agreement governsthe development of the Bisha Property and covers an area of 46.5 square kilometerswhich contains the Bisha Mine and the Bisha Mining License and the Harena MiningLicense.  In addition, the Company owns the Mogoraib River Exploration Licensewhich covers an area of 630 square kilometers and the Tabakin ExplorationLicense covering 184 square kilometers both adjacent to the Bisha MiningLicense.  

**The Bisha Mine**

The Bisha Mine, located on the Bisha Property, is ownedand operated by BMSC.  The Company is a 60% shareholder in BMSC with theremaining 40% interest held by ENAMCO.  BMSC is governed under the terms of ashareholder agreement between the Company and ENAMCO.  The Bisha Mine begancommercial production of gold in February 2011 that allowed an early payback ofgold phase capital and allowed for complete funding of both the copper and zincphase expansions. The Bisha Mine transitioned from gold production to copperproduction in late H2 2013 and commenced commercial production of copper inDecember 2013 and commercial production of zinc in October 2016 following thecompletion of the zinc expansion project. Mining of the supergene copper orecontinued until late Q2 2016 when the operation commenced processing primaryore.  The primary phase ore contains a significant amount of zinc andcopper.    

**TheTimok Project**

The Timok Project is located in eastern Serbia near theBor Mining and Smelting complex. The Timok Project is focussed on the CukaruPeki (“Timok”) deposit which includes the high grade Upper Zone (characterizedby massive and semi-massive sulphide mineralization) and the Lower Zone(characterized by porphyry-style mineralization).  The Upper Zone has a highcopper and gold content consisting of 28.7 million tonnes of Measured and Indicatedresource grading 3.7% copper and 2.4 g/t gold and 13.9 million tonnes of Inferredresource grading 1.6% copper and 0.9 g/t gold.  The Timok Project is a jointventure between Nevsun and Freeport. Nevsun owns a 100% interest in the UpperZone and currently a 60.4% interest in the Lower Zone and is the operator ofthe Timok Project.  Nevsun’s ownership interest in the Lower Zone will declineto 46% once a feasibility study has been prepared for either the Timok Upper orLower Zone. 

| 14 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

**Metal Sales**

There are numerous customers for the copper and zincconcentrates and by-product gold and silver, as well as for stockpiled goldmaterial.  Accordingly, the Company is not dependent upon any one customer. Copper and zinc concentrates as well as stockpiled material sold as Direct ShipOre are produced at site and transported in country by truck and trailer to theport of Massawa and then loaded into ocean freighters for transport to customersin Europe and Asia.

**Methods of Production**

At Bisha, the Company began processing supergene copperore in 2013 using selective flotation to recover copper as a sulphideconcentrate.  The commissioning of a zinc circuit was completed in October 2016,thereby enabling production of both high quality copper and zinc concentratesfrom primary ore. During 2016 the Company achieved commercial production of zinc,meeting guidance of 90 million pounds in concentrate but was not able toproduce commercially viable copper concentrate from primary ore due tometallurgical challenges. During 2017, significant progress was made in solvingthe metallurgical issues and by year-end, saleable copper concentrate was beingproduced, alongside the zinc concentrate.  Lack of availability of the mobileequipment fleet impacted the total material movement during 2017 and this wasaddressed through the replacement of older units with newer equipment. Maintenance practices were improved by engaging a highly skilled third partymaintenance contractor and by year end, significant improvement was achieved.In 2017, 210.4 million pounds of zinc in zinc concentrate, were produced whichwas at the top end of revised guidance of 190-210 million pounds and 17.5million pounds of copper in copper concentrate were produced which was belowrevised guidance of 20-30 million pounds.

Bisha and Harena proven and probable primary ore reservesas of December 31, 2016 declined to 9.6 million tonnes at 6.16 percent zinc,1.05 percent copper, 0.69 g/t gold and 44.9 g/t silver.  At a processing rateof 2.4 million tonnes per annum, the Bisha operation now has a reserve mine lifeto mid-2021, down from approximately 8 years at the last reserveestimate. The decrease is due to the decision to mine a smaller pit atBisha. A larger capital investment to mine a larger pit was considered,however, the Company determined that on a risk-adjusted basis this alternativewas not the most prudent allocation of capital at this time. Approximately 30%of previously written-down boundary ore stockpiles have been reversed as aviable processing route has been identified that allows economic recovery ofzinc only from this ore.

**Skill and Knowledge**

BMSC has built a management team of skilled mining, processing,exploration, maintenance, environmental, financial, and administrativepersonnel located at and reporting to the General Manager at the Bisha Mine. The General Manager is in charge of mine production, the process plant andshipping facilities and exploration programs.   The specialized knowledge andskills required in all areas of mining include mining, engineering, geology,metallurgy, environmental permitting, drilling, and exploration programplanning and implementation is available on-site. The Bisha Mine was the firstmodern mining operation in Eritrea. Training of local staff to attain andmaintain the requisite skills in all aspects of mining operations remains a highpriority. 

**Employees**

In Eritrea, BMSC directly employs approximately 1,300 Eritreansand 120 expatriates at the Bisha Mine and provides a safe and supportiveworking environment. 

The Company strives to ensure that its presence has apositive social and economic impact in all jurisdictions that it operates. 

Specifically with respect to Eritrea, the spin-offeffects from local suppliers for certain goods and services required by theBisha Mine have created meaningful employment for thousands of Eritreans. Compensationfor Eritreans directly employed by BMSC is well above the average wage in Eritrea.Employees are provided food and accommodations, access to medical care at themine’s health clinic, and commuting both locally and to Asmara, at companyexpense. These employees also receive training and have opportunities foradvancement. The use of national service labour at Bisha is not permitted, andBMSC has strong practices and procedures which include the inspection ofnational service discharge documentation for all Eritrean workers as acondition of pre-employment at Bisha.

| 15 | Nevsun Resources Ltd. |
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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

In Serbia, the newly acquired Rakita Explorations d.o.o.Bor (“Rakita”) (the legal entity that operates the Timok Project) employsapproximately 97 Serbian staff and 54 expatriates at the Timok Project  TheCompany plans to cultivate the same strong safety culture that has beensuccessful at its Bisha Mine in Eritrea.

**Corporate Social Responsibility**

The Company’s objective is to generate sustainableprosperity through its business operations which means respecting the safetyand health of its employees, protecting the environment, respecting the humanrights of its employees and the residents of the communities in which it operates,and contributing to the sustainable development of those communities. TheSocial, Environmental, Health and Safety Committee established by the Board overseesthe Company’s efforts in meeting these objectives. 

While not a member of the EITI, the Company supports thegoals of fiscal transparency and governance and has taken the approach ofdisclosing payments made to governments in countries in which it operates,whether or not the host government is a member of EITI. 

The Company voluntarily releases a corporate socialresponsibility report annually that adheres to the Global Reporting Initiative(GRI) G4.0 Core requirements. The report addresses a hybrid of general andspecific sectorial information about the Bisha Mine and its relevance toannualized corporate social responsibility objectives and preliminaryinformation on the Timok Project in Serbia.

The Company has also undertaken an independent humanrights impact assessments and a follow-up audit, and implemented numerousmeasures and safeguards to further advance human rights at the Bisha Mine andthe surrounding communities.  The Company has adopted a Human Rights Policy andhas embedded mandatory training in human rights at all of its operations anddevelopment projects.  Spot audits/validation on human rights compliance forthe direct workforce, contractors, subcontractors and suppliers has also beenembedded into standard operating procedures.

**Social Responsibility**

The Company recognizes that its activities have thepotential to impact the human rights of individuals affected by its businessoperations.  As such, the Company seeks to integrate human rights bestpractices into its business processes and conducts its business within a frameworkthat promotes worker and community health and safety, environmental protection,community involvement, community benefits and quality of life for employees andtheir families.  The Company is committed to****responsible****operationsand practices at all of its operations and development projects, based on nationaland international standards of safety, environmental management, governance andhuman rights and strives to ensure that the Company’s presence has a positivesocio-economic impact to the national economy and the nearby local communities.Some ofthe Company’s social responsibility commitments and practices include:

-     actively    promoting understanding by all employees of the culture, language and history    of the communities, regions and countries in which it operates;
-  working    to protect cultural heritage resources potentially affected by the Company’s    activities;
-  conducting    activities in a manner that respects traditional-use rights, cultures, customs    and social values; 
-  promoting    job equity and equal access to employment opportunities for women; 
-  maintaining    formal human resources practices and procedures to ensure that national service    labour is prohibited and inspection and audits of national service discharge are    conducted;
-  building    capacity by sharing environmental and social experiences and solutions with    local communities and regional and national governments; 
-  actively    consulting with local communities to identify and resolve environmental and    social issues;

| 16 | Nevsun Resources Ltd. |
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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

-  promoting    the use of various grievance mechanisms to enable ongoing constructive feedback    with workers and communities alike;
-  procuring    materials, goods and services in a manner that enhances local benefits and    protects against unethical practices such as child labour and forced labour;
-  investing    in nearby community infrastructure projects to assist in local community    development for the purposes of increasing the quality of life for its    citizens;
-  establishing    social responsibility performance criteria; and
-  monitoring    and reporting performance to senior management through periodic audits.

| **Health andSafety** |
|----------------------|

The Company recognizes that the safety and security ofits employees and the communities in which it operates is an integral part ofits business.  The Company strives to maintain industry leading safetyperformance at Bisha and Timok in order for employees and contractors of theCompany to operate injury-free, regardless of what role they perform. TheCompany likewise has advanced its corporate responsibility initiatives toreflect evolving international standards. The company had four lost timeinjuries (“LTI”) at Bisha during 2017.  Bisha’s LTI Frequency Rate was 0.68(LTI’s x 200,000/hours worked) at 31 December 2017.  Timok experienced a singlelost time injury in 2017.

Toachieve its health and safety objectives, the Company is training employees towork in a safe and responsible manner.  This includes:

-  carrying    out risk assessments for all construction and operational activities; 
-  conducting    thorough investigations when incidents do occur to understand the underlying    causes;
-  taking    the appropriate corrective actions to avoid recurrence of incidents;
-  ensuring    that health and safety performances comply with relevant legislation and    regulation;
-  adhering    to local laws as well as international standards on law enforcement in securing    its operations, particularly those that relate to the use of force; and 
-  carrying    out risk assessments in relation to security issues at each of its project    sites, ensuring that security is managed in a way that respects and protects    human rights, avoids creating conflict, and addresses security threats in as    peaceful a way as possible.

| **Environment** |
|-----------------|

The Company is committed to achieving high standards ofenvironmental responsibility in its operations and compliance with allapplicable regulations and laws.  

The Company is committed to devoting its resources to thegoal of:

-     complying    with all host country environmental laws and regulations together with industry    best practice standards or whichever is the more stringent of the two; 
-  ensuring    the necessary resources are provided to support and implement the Company’s    environmental policy;
-  continual    improvement in environmental performance by developing environmental    indicators, monitoring and auditing performance, and by implementing corrective    actions where needed;
-  reporting    externally on environmental performance and encouraging dialogue with    employees, local communities and other stakeholders to promote environmental    awareness; 
-  applying    the principles of best available technology to environment management; 
-  reducing,    re-using and recycling resources and implementing proper waste management    practices; 
-  training,    motivating and ensuring that all employees adhere to environmental protection    and pollution prevention policies;
-  incorporating    an emergency preparedness and response system into standard operating    practices; and 
-  monitoring    and reporting on performance to senior management through periodic audits.

| 17 | Nevsun Resources Ltd. |
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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| Mineral Properties |
|--------------------|

The Company’s two materialproperties for the purpose of NI 43-101 are the Timok Project in Serbia, whichhosts the copper-gold Cukaru Peki deposit contained within the B-M Permit; and theBisha Property in Eritrea, which hosts the copper-zinc-gold Bisha deposit andincludes satellite VMS deposits at Harena, Northwest, Hambok, Aderat andAsheli.

**The Timok Project**

The Timok Project, located in Serbia, is focused on theCukaru Peki deposit, which includes the high grade Upper Zone (characterized bymassive and semi-massive sulphide mineralization) and the Lower Zone(characterized by porphyry-style mineralization).  Cukaru Peki is containedwithin the B-M Permit, held through Rakita Exploration d.o.o. (“Rakita”), aSerbian entity that is indirectly owned upstream by the Timok JVSA (BVI) Ltd.,a joint venture that is owned 45% by Global Reservoir Minerals (BVI) Inc. (a100% owned subsidiary of the Company) and 55% by Freeport InternationalHoldings (BVI) Ltd. (a company with a dual share structure of A and B classshares, of which Global Reservoir Minerals (BVI) Inc. owns 100% of the Class Ashares and 28% of the Class B shares).  The Class A shares relate to the UpperZone and the Class B shares relate to the Lower Zone.  The Company effectivelyowns 100% of the Upper Zone and 60.4% of the Lower Zone through its indirectinterests in both Timok JVSA (BVI) Ltd. and Freeport International Holdings(BVI) Ltd.  Nevsun’s ownership interest in the Lower Zone will decline to 46%once a feasibility study has been prepared for either the Timok Upper or LowerZones.  

Unless otherwise stated, therelevant technical and scientific information included in this AIF concerningthe Timok Project is derived from the Updated Timok PEA (the 2017 PreliminaryEconomic Assessment of the Cukaru Peki Upper Zone Deposit) prepared by Ray Walton,PEng PEng(Rakita Exploration d.o.o.), Robert Raponi, PEng (Ausenco Canada),Andrew Jennings, PEng (Conveyor Dynamics), Lucas Hekma, PEng (Interface LLC),Riley Devlin, PEng (Struthers Technical Solutions), Martin Pittuck, CEng (SRKConsulting (UK) Ltd.), Dan Stinnette, PEng, Neil Winkelmann, FAusIMM, JarekJakubec, CEng, Dylan MacGregor, PEng (SRK Consulting (Canada) Inc. ), DavidMcKay, MAIG (Phreatic Zone Ltd.), Mihajlo Samoukovic, PEng (Knight PiésoldLtd.), Peter Manojlovic, PGeo (Nevsun Resources Ltd.), effective September  1,2017. These authors are QPs within the meaning of NI 43-101. The Updated TimokPEA is available for review on SEDAR (www.sedar.com)and EDGAR (http://www.sec.gov/edgar.shtml).

The key 2018 milestones for the Timok UpperZone are the completion of a prefeasibility study on the Tiomk Project in lateMarch 2018 which remains on time and budget and decline development.  The decline permit was granted onFebruary 28, 2018 and the Company is commencing preparatory work andcontracting for construction of the decline development. The Company hasinitiated the tendering process for the decline development during 2017. 

Other key activities, including theEnvironmental Impact Assessment (EIA) and land acquisition, are progressingwell.

**TheBisha Property**

The Bisha Property, located in Eritrea, hosts the BishaMine. The property is owned and operated by BMSC which in turn is controlled60% by the Company and 40% by ENAMCO.  BMSC is governed under the terms of ashareholder agreement between the Company and ENAMCO.  Under Eritrean MiningLaw, ENAMCO initially held a 10% free carried interest in BMSC.  In October 2007,ENAMCO agreed to purchase an additional 30% interest in BMSC, the terms ofwhich were finalized in 2011.  In December 2007, BMSC concluded a MiningAgreement with the State of Eritrea. Royalties payable to the State of Eritreainclude a 5.0% royalty on precious metals and a 3.5% royalty on base metals. 

The Bisha Mine on the Bisha Property began commercialproduction in February 2011 with approximately 784,000 ounces of gold in dorébeing produced from oxide mineralization until late 2013.  The Bisha Mineachieved commercial production of copper derived from supergene mineralizationin December 2013 with the production of approximately 438 million pounds(198,800 tonnes) of copper during the supergene phase. The Company transitionedto production of both copper and zinc from the primary zone in Q2 2016,although challenges were encountered with copper production in a separate cleancopper concentrate, the metallurgical recovery and quality of the copperconcentrate produced continued to improve through 2017.  Construction andcommissioning of a zinc flotation circuit required for future zinc productionfrom the primary sulphide zone was completed on time and under budget.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

Unless otherwise stated, therelevant technical and scientific information included in this AIF concerning theBisha Property is derived from: the 2013 Technical Report Bisha Mine, Eritrea, preparedby Paul Gribble, C. Eng., FIMMM, Chief Resource Geologist, BMSC; Jay Melnyk,P.Eng. AGP; and Peter Munro, BAppSc. Mineralurgy Pty. Ltd. effective December31, 2013; the December 31, 2015 Mineral Resource estimate completed by PhillipJankowski, MAusIMM (CP), (BMSC), effective December 31, 2015; the December 31,  MineralReserve estimate for Bisha and Harena completed by Anoush Ebrahimi, P.Eng.,PhD. (SRK Consulting Canada Inc.), effective December 31, 2015; the December31, 2016 Mineral Resource estimate completed by Phillip Jankowski, MAusIMM(CP), (BMSC), effective December 31, 2016; the Independent Technical Report2016 Resources and Reserves Update Bisha Mine, Eritrea by Phillip Jankowski,MAusIMM (CP), (BMSC), Anoush Ebrahimi, P.Eng., PhD, Adrian Dance, PhD, FAusIMM,Christopher Elliot, FAusIMM, Neil Winkelmann, FAusIMM, Cameron Scott, PEng (SRKConsulting (Canada) Inc. and Tom Whelan, CPA (Nevsun Resources Ltd.); (collectivelythe “Bisha Technical Reports”). These authors are QPs as defined by NI 43-101. TheseTechnical Reports are available for review on SEDAR (www.sedar.com)and EDGAR (http://www.sec.gov/edgar.shtml). 

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| **Timok  Project – Project Description and Location** |
|-------------------------------------------------------------|

The Timok Projectislocated ineastern Serbia on a gently rollingplateau between 300 and 400 meters above sea level and has a moderate-continental climate.It is located5 kilometers south of the town of Bor, which is a regionaladministrative and miningcentre, located approximately 250 kilometers by road southeastof Belgrade, the capital of Serbia. The site isfavourably located for mining infrastructure (road, rail, power, water) and nearby the recentlyupgraded coppersmelter complex in Bor.  TheUniversal Transverse Mercator System (UTM) coordinates (the World GeodeticSystem, 1984) of the Cukaru Peki deposit is 4874888 N and 590706 E (UTM zone34).

| **Figure 1 – Timok ProjectLocation** |
|--------------------------------------------|

The original B-M Permit, exploration field no.1926, was granted to Rakita on February 28, 2012, under the terms of the 2011 Law on Mining and Geological Explorations. The Permit was originally valid until February 28, 2015 with any future extensions subject to approval by the Ministry of Natural Resources, Mining and Spatial Planning (the“Ministry of Mines”).  On February 28, 2015, the B-M Permit was renewed and was valid until February 21, 2017. A second renewal of the B-M Permit was granted in March 2017, extending the B-M Permit to February 21, 2020.  Future extensions willbe subject to approval by the Ministry of Mines.

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Under the terms of the 2011 Law onMining and Geological Explorations, 25% of the original shape of the original B-M Permit was relinquished. The relinquished area forming the southwestern and southern fringe ofthe original area was re-applied for under a new Exploration Permit named Brestovac-Zapad. The Brestovac-Zapad Permitis due to expire on April 3, 2018. An application for an extension wassubmitted in early March 2018.

Land in the project area is mainlyused for agricultural purposes, but it also includes municipal land, military land and the Bor Municipality airport. The land in the project area is divided into hundredsof small portionsof land which will have to be acquiredto develop the mine. Many of the land parcelsare owned by the same familieshaving been passed on through the generations.

Surfacerights required for the Timok Project can be secured through propertypurchases, leases, easements, pre-agreements, and other contract/permissionmechanisms. Purchasing properties is the preferred approach for Rakita toresolve property rights, but other mechanisms may be utilized when propertypurchase is not an option. The Land Acquisition Program began in 2015, and the resolutionof all property rights is expected to be completed in 2019.

It is expected that surface rightswill be obtained for the majority of properties prior submitting theapplication for the Exploitation Field Permit (aka Mining License), althoughnot required for approval of the Mining License. Surface rights are required inadvance of submitting an application for the Construction of Mining Facilitiesand/or Mining Works.

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| **Figure 2 – Brestovac-Metovnicaand Bretovac-Zapad Exploration Permits** |
|--------------------------------------------------------------------------------|

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**Agreementsand Encumbrances**

The Serbian governmentlevies a royalty of 5% net smelter return (‘‘NSR’’) for metallic raw materials(status as of 2011, Guidefor Investors, Ministryof Natural Resources,Mining and SpatialPlanning). There are additional royalties which may be due; theseare individually negotiated for each minerallicense.

The Brestovac portionof the Brestovac-Metovnica property to the west of CukaruPeki is subject to a2% NSR royalty on gold and silver and a 1% NSR royalty on other mineralspursuant to a royalty agreement (‘‘Eurasian Agreement’’).

The Metovnica portion of the Brestovac-Metovnica propertywhich contains the Cukaru Peki deposit is subject to a 0.5%NSR sliding royaltypursuant to a royalty agreement (“Euromax Agreement”).As the Metovnica property was previously ownedby Freeport, who conducted geophysics and limited drilling, the NSR royaltywill not applyto any interest owned by Freeportand does not apply to the interest purchased by Reservoir through the exercise of the ROFO.

For exploration, agreements have been reachedwith landowners of each drill site. The agreements covercompensation for disturbance and the requirement for full rehabilitation of the site.Drill sites arephotographed before commencement of the drilling,and after completion of the rehabilitation.

**Significant Factors That May Affect Access, Title, or the Ability to Work**

In December 2015the Serbian Government introduced a newLaw on Mining and Geological Explorations. The new Law introduces the concept of mineral and other geologicalresources of strategicimportance, including copper.

The Timok Project isamong the first of the major new mining projects to be permitted in Serbiasince the Yugoslav breakup. Serbian regulators have no recent relevantexperience. Until late last year, the regulatory process had been untested. Thepermitting process, while understood, is not fully within a project’s control.Some of the factors and conditions affecting the permitting process include thetimely review of applications, availability of technical studies and designinformation, land acquisition, community relations and politics. There is nocertainty that all conditions and requirements will be satisfied for thegranting of permits and that permits will be granted on a timely basis or atall, which could affect target dates and the conclusions in this Updated Timok PEA.Target dates for obtaining permits are estimates based on information availableas of this study’s effective date and are subject to change. 

The Timok Projectpermitting process is on two separate and parallel tracks. The first permittingtrack involves obtaining approval to start developing the exploration declineand the associated surface based supporting infrastructure at the portal site.The other permitting effort focuses on those permits required to develop andoperate the balance of the project facilities, including the portion of theunderground mine extending into the deposit, the mineral processing facilitiesand related supporting infrastructure. 

Permitting for thedecline development is granted by the Ministry of Mining and Energy under the TimokProject’s existing exploration license. The proposed decline and surfaceinfrastructure around the portal are being permitted as exploration works, notmining (exploitation) facilities. This avoids various lengthy permitting cyclesthat would be triggered by development of full-fledged mineral exploitationrelated facilities, and gives the Project an estimated one-year advance startto begin driving the decline towards the deposit. The decline permit was grantedon February 28, 2018 and the Company is commencing preparatory work andcontracting for construction of the decline development. 

The Timok Project hasstarted permitting the planned non-decline facilities as well, including theportion of the underground mine extending into the deposit, the mineralprocessing facilities and supporting infrastructure. This comprises 22additional permitting steps, including two that are completed and five morethat are in progress.

| **Accessibility,  Climate, Infrastructure & Physiography** |
|----------------------------------------------------------------|

| **Accessibility** |
|-------------------|

The nearby municipality of Bor is connected to thecapital, Belgrade, by the A1 motorway (part of the European E75 andPan-European Corridor X route) and the international E-road E761, from Paraćinto Zaječar. Travel time from Belgrade to Bor and the Project by road is aboutthree and a half hours.

Locally, the Timok Project is situated five kilometerssouth of Bor, on the south side of state road IB n° 37. There are numeroussmall agricultural and forestry tracks within the permit area that are suitablefor four-wheel drive vehicles.

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A regional bus service connects Bor with Belgrade andother cities and towns. Bor is integrated into the Serbian railway system andconnects to Belgrade and the main lines. The line from Bor is primarily forfreight, but there are regular passenger services to Belgrade. The site is alsofavourably situated for export freight logistics

| **Climate** |
|-------------|

The climate of Serbia is described as moderate-continental with local variations. The absolute maximum air temperatures are recorded in July andare in the range of 37 to 42°C for lower lying areas. The absolute minimum airtemperatures are recorded in January, and range from -20 to -36°C formountainous areas. The majority of Serbia has most rainfallduring May and June, particularly in eastern Serbia, which is furthest from the influenceof the Mediterranean precipitation patterns. Exploration drillingcan continue throughout the year. Other field activities are constrained by snow cover during the wintermonths which can extendfrom December to April.

| **Infrastructure** |
|--------------------|

Boris an active mining town andcontains a regional administrative centre possessing the facilities, services and experienced workforce required for advancedmineral exploration projects. Reliablepower is available with power lines passing through the B-M Permit area.Rakita Exploration d.o.o., maintains an office in onthe B-M Permit area as a technical base for exploration activities on the B-MPermit and other exploration permits in the Timokregion.

InJanuary 2011 Outotec signed a contractwith SNC LavalinInternational to design, supply and install a new copper flash smeltingfurnace and related servicesfor Rudarsko toipioničarski basenBor d.o.o. (“RTB Bor”) in central Serbia. RTB Bor has recently upgraded the smeltercapacity at Bor, utilizinga loan from the Canadian Development Bank, guaranteed by the SerbianGovernment. The smelterwas constructed by SNC Lavalin, and commissioning work was undertakenprior to its departure in late 2015. The smelteris currently treating a mixture of concentrates from the existing RTB Bor miningoperations, alongsideimported concentrates from overseas. 

| **Physiography** |
|------------------|

The reliefof the Timok Project area is markedby a gently rollingplateau with elevations approximately between 300 to 400 metersabove sea level. The CukaruPeki deposit itself is at an elevation of approximately 375meters above sea level. The Crni Vrh hills to the west of the exploration permit rise to over 1,000 meters abovesea level.

Inthe immediateTimok Project area there is plentyof accessible flat or gently undulating land to accommodate surface processing facilities and waste storage as necessary.There are a few river valleyswhich are of sufficient depth to providethe necessary volume of tailings storage.

Vegetation in the area comprisesmostly arable crops, some grassland and deciduouswoodland.

The Timok River is the major drainage system in the projectarea, with multiple tributaries such as the Brestovac, Bor and Borska. It originates in the north of the Svrljig Mountains in the Carpathian-Balkan region in easternSerbia running 203 kilometersbefore discharging into the Danube River. Topographic elevation within the Timok catchmentranges from 142 meters abovesea level at the Timok-Danube confluence, to 1,049 metersabove sea level in the upper reaches of the catchment.

The Crni Vrh plateau is incised by the southeast-flowing drainageof the Brestovac River and its tributaries, and by the Bor River in the northeastof the B-MPermit area. The BrestovacRiver descends from about 280 meters in the northwest corner of the property perimeterto about 160 meters, where it flows across the south boundary of the exploration permit. The highest elevationis recorded as 464 meters on the eastern margin of the property.

Anthropogenic features related to the mining activity,including waste dumps, dominatethe physiography to the north of the exploration permit.The Bor open pit, approximately 2 kilometersnorth of the northern perimeter of the B-MPermit, is approximately 300 meters deep and 1.0 kilometer long.

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| **Mineral  Property History** |
|-------------------------------|

| **Historical Explorationand Mining to 2004** |
|----------------------------------------------|

The Cukaru Peki exploration site in the B-MPermit is locatedfive kilometers south of the Bor miningcomplex. Exploitation of the surfaceoutcrops, primarily for gold, of the massive sulphidemineralization at Coka Dulkan and Tilva Ros may have commencedduring the Bronze Age and again by the Romans,who were active throughout the region. Serbian investors financed prospecting and exploration at Coka Dulkan and Tilva Ros during 1897-1902, and mine development during 1903-1905. Mining commenced in 1907, and the Serbianinvestors sold to a French group (Societyof the Bor Mines)that controlled the mines until 1941. The mines and smelterwere rehabilitated after the SecondWorld War and have operated since then under the Yugoslav,and later Serbian,state-owned companies, RTB Bor Miningand Smelting Basin Bor.

Trial mining of copper and zinc mineralization south of Brestovacvillage, within the Timok Project area, was undertaken from an adit and blind shaft south of Brestovacby a French group in the 1930’s, howeverthere are only incomplete records and no meaningful recorded production.

There are recordsof approximately 41 RTBBordrill holes at various locations in and near the project area from 1975 to 1988. Most drilling took place in small clusters, and targeted gravityand other geophysical anomalies. The records are not complete, and no drill core was retained. Most holes were relativelyshallow, with depths less than 500 meters. The Cukaru Peki mineralization was not intersected in any drillholes from this time and no discoveries were reported, other than one hole south of Brestovac village showingenhanced gold grades in altered andesite, for which the samplingand analytical records are incomplete. This hole was followed up by an exploration program in 2006 by Eurasian Minerals, Inc. (“Eurasian”). 

No effectivemineral exploration was undertaken in the period 1990-2002 due to the periodof political uncertainties in the former Yugoslavia and Serbia at that time. Mineral exploration resumed when the Serbiangovernment issued exploration permitsand concessions after 2002.

| **Historical Exploration2004-2010** |
|-------------------------------------|

The first Brestovacexploration permit was awardedin 2004 to SoutheastEurope Exploration d.o.o (“SEE”), a 100% owned subsidiary of Eurasian.In 2006, Eurasian validated the reportsofgold mineralization encountered in a historical drill hole from the 1970s. Diamonddrill hole BN-01 was terminated at 296.8 meters, and intersected gold and copper mineralization in the upper 60 meters including22.4 meters at 4.51g/t gold, and non-auriferous replacement zinc mineralization from 286-294 meters. Ground magnetometry, IP and resistivity geophysical surveys indicated an area with very high chargeability and conductivity characteristics in the so-called“Corridor Zone” extendingthrough drill site BN-01.

In2007, SEE becamea 100% owned subsidiary of Reservoir Capital Corp. During 2007-2008, Reservoir CapitalCorp. undertook furthergeophysics and soil geochemical surveys in theBrestovac area, and outlined a high-grade epithermal copper-gold system in the "Corridor Zone" along a strike length of 550 meters, defined by 14 drill holes (total 1,937 meters). Drill hole BN-19, at the easternend of the Corridorclose to the interpreted extension of Bor Fault, intercepted a massive sulphidezone with 24.8 meters at 0.33% copper and 0.16 g/t gold, which supportedthe concept that theepithermal gold mineralization of the Corridor Zone grades into a copper-rich zone.

During2006-2009, Phelps Dodge Exploration Corp. (“PDEX”) undertookgeological and large-scale IP geophysical surveys on the adjacent Metovnica exploration permit. PDEX also completed 14 drillholes (including three holesdrilled duringa joint venture with Euromax ResourcesLtd.) in the west and south of the Metovnica exploration permit. None of these holes intersected significant mineralization.

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| **Geological  Setting** |
|-------------------------|

Geologically, the region is part of the Western or Eurasian Tethyan Belt, whichhosts Mesozoic to Cenozoic subduction-related gold and base metal deposits from Romania and Serbia through to Turkey,Iran and Pakistan.Locally, the Timok Metallogenic Complex has one of the highestconcentrations of copper enrichment in the Belt, containing world-class examples of porphyryand high sulphidation epithermal types of copper-gold deposits, such as Bor and Majdanpek, which have an estimated historical production of some sixmillion tonnes of copper and nearly ten millionounces of gold. The Bor cluster of deposits is hosted by Upper Cretaceous andesites and volcanoclastics that continue at least five kilometers south to CukaruPeki, where the Cretaceous is overlain by a Miocene basin containing clastic sedimentsthat can reach up to 600 metersin thickness.

The Cukaru Peki depositis subdivided into an Upper Zone of high-sulphidation epithermal mineralization and the underlyingLower Zone of porphyry type mineralization which has not yet been modelled due to insufficient drill data and geometrical understanding, and is not included in current resourceestimates. Despite incompletedrill coverage in the Lower Zone, there are indications of a large deposit that may be amenableto a bulk mining method. The Lower Zone is currentlyan exploration target that remains open to the north and at depth below the UpperZone, with severaldrill hole intersections that outline the potentialmagnitude of the mineralized system.

The close spatial association of the high sulphidation and porphyry copper-gold mineralization at CukaruPeki is very similarto that observed and describedfrom the activeBor mining district, and Company geologists interpret the LowerZone and Upper Zone mineralization at Cukaru Peki to be comparable to, respectively, the porphyryand high sulphidation mineralization in the Bor District. The porphyry style mineralization at Bor includesthe Borska Reka deposit and the spatiallyassociated high sulphidation coppergold mineralization at Bor which occurs in severaldeposits (Tilva Ros, Tilva Mika, Coka Dulkan, etc.) that have been mined out with past production estimated as approximately 200 Mt at 1.5% copper and 0.8 g/t gold.

| **Exploration  History Since 2010** |
|-------------------------------------|

Since2010exploration in the B-MPermit was undertaken under the terms of an earn-in agreement between Reservoir MineralsInc. and Freeport.

During2010-2012 field work included geological mapping, geochemical surveys and large scale CSAMT and additional IP surveys.These surveys covered areas where Miocenesediments (known as the Miocene sedimentary basin target),concealed the target Upper Cretaceous volcanic rocks, as well as the Ogasu Kucajna target areas. Orientation surveys over known depositsin the Bor districtwere also carried out.

The CSAMT survey highlighted the positionof the base of the Miocene and the location of high/lowresistivity zones and potentialstructural zones which is over the Upper Zonedeposit. The CSAMT data has been used for exploration targeting and contributed significantly to the initial (drill defined) discovery of the Cukaru Peki deposit. Drill hole to surface IP resistivity measurements were conducted around drillhole FTMC1210, but the results were not sufficiently encouraging to justifyfurther downholeIP surveys.

During 2013-2015 field work included geological mapping, structural investigations and geochemical sampling, large scale CSAMT and IP/Resistivity surveys. A seismicexperimental investigation was also carried out to establish the feasibility of the application of theseismic reflection method for investigation of mineraldeposits and deep structures. Seismic data was acquiredusing a combination of small explosive charges placed in shallow boreholes and an accelerated weight drop. Active receiverspread consisted of 174 channels arranged in a split spread configuration.

In 2016, limited drilling wasconducted during the first six months due to the Freeport sale process whichwas concluded in June with the Company acquiring ownership in the project andbecoming the operator.  Since that time, drilling on the Upper Zone has beenramping-up with a goal of increasing the confidence in the resource model byconverting the inferred resource to indicated resource with tighter spaceddrilling.  Geotechnical and hydrologic drilling also commenced to determine theoptimum location of potential access ramp locations and for otherinfrastructure and mining considerations.  Drilling was also restarted on theLower Zone in an effort to determine areas of higher grade mineralization andto expand the known footprint of the deposit.  Limited geochemical andgeophysical surveying, including borehole electromagnetic and gravity surveyingwas also completed.

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For 2017,the drilling aimed at improving the confidence of the Upper Zone resource wascompleted in Q1 and was utilized in a new resource calculation.  Lower Zonedrilling continued throughout the year and was nearing completion by year end.This program continued to demonstrate the high grade, continuity and thicknessof mineralization in the Lower Zone expanding the footprint of the deposit tothe northwest by approximately 350 meters by 750 meters.  Regional drilling wasinitiated with a focus on searching for new high grade Upper Zone stylemineralization. This work began utilizing routine borehole electromagneticsurveying as a guide to the drilling with some success, because the covellitein the deposit is very conductive.  Geotechnical and condemnation drilling alsocommenced to help with the placement of future infrastructure for the proposedmining and milling operation. A variety of soil and water geochemistry andmineralogy studies also took place, as did some gravity surveying.

| **Mineralization** |
|--------------------|

Three  styles  of  mineralization  are  defined at Cukaru  Peki,  based  on  core logging and petrographic studiesby Cvetković et al (2012) and Pačevski et al (2013):

- HSE mineralization comprising massive    to semi massive sulphide    and vein stockworks. The Upper    Zone comprises a single coherent    zone of HSE mineralization, ranging    in depth from 400 to over 1,000 meters below surface.    The predominant sulphides are pyrite and covellite, with minor enargite and rare bornite.    The massive sulphides are generally    fine-grained and often display    breccia textures indicative of replacement and or open-space infill.
- Porphyry    mineralization comprises quartz-sulphide vein stockwork,    veinlets and disseminations    of    chalcopyrite and pyrite,    locally bornite and with    rare molybdenite. Anhydrite veins are commonly associated with this type of mineralization. This type of mineralization occurs in the Lower    Zone of the Cukaru Peki deposit, at    depths greater than about 1,000 meters.
- An overprinting epithermal mineralization phase is locally present where    Lower Zone mineralization has been overprinted by argillic    to locally advanced argillic alteration. It is transitional    between the shallower    high sulphidation and deeper porphyry styles. It comprises    covellite-digenite-pyrite and locally enargite    replacing the primary sulphides (chalcopyrite-pyrite) in porphyry    style mineralization, and is associated with quartz-clay+sericite+alunite alteration assemblages.

| **Upper Zone** |
|----------------|

The high sulphidation style Upper Zonemineralization comprises an irregular but broadlyovoid-shaped body of mineralization with a very distinctive internal layering.The long axis of the UpperZone mineralization plunges steeply (approximately 60°) to the northwest, whereas the internallayering generally dips shallowly(approximately 30°) to the southwest. The overall sequenceprogresses from a high-grade covellite-pyrite massivesulphide breccianear the top of the Upper Zone, down into a mixed zone comprising both covellite-pyrite massiveto semi massive sulphide breccia and veined or brecciated advancedargillic altered andesite.With increasing depth,the proportion of massive sulphidegenerally decreases and the proportion of advanced argillic altered(with associated silicification) andesite increases as mineralization becomesmore vein-controlled. This downward changein mineralization style broadly corresponds with decreasing copper and gold grades.

| **Lower Zone** |
|----------------|

The Lower Zone mineralization has significantly less drilling and thus itsoverall geometry is not as well constrained as the UpperZone, particularly its lateral and depth extents.The sulphide mineralogy (chalcopyrite-pyrite, borniteand locally overprinted covellite) and distribution of potassic/phyllic/argillic alteration defines a somewhat irregular ‘upper surface’  to the porphyrymineralization; however,when looking at the copper and molybdenum assays a sub-planar grade boundarybecomes apparentwhich dips shallowly (approximately 30°) to the west-southwest and may relate to a low angle structural control.

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Within the LowerZone mineralization there are also distinctdomains of relative lowerand higher grades, thesevariations are possiblycaused by a combination of multiplemineralization phase events related to multipleintrusive phases. Offsetting of mineralization by faults may also be locally important.

| **Drilling** |
|--------------|

A total of 111 holes totalling 90,739meters were completed by Rakitaat the Cukaru Peki Project as of December14, 2015. 

The drillingwas performed by contractors and managed by Rakita’sgeological team. The drilling programwas completed by utilizing four drilling contractors: Drillex International, Geops Balkan DrillingServices, S&VDrilling Mine Services, and Geomag Drilling.

All drillingwas completed by diamond core drilling–aside from holeFMTC1224 where an attempt was made to drill through the Mioceneand Upper Cretaceous sedimentary cover rocks withreverse circulation drilling.  This attempt was unsuccessful and the approach abandoned.

Diamond drillingwas performed with the use of a double tube with casing reducing from PQ to HQ and NQ rods at the appropriate depths.

Corewas produced in 3 metercore runs and then placed by hand into an open V-rail for measurement of recovered core length,before being transported to the drill site geologist. This geologistthen inspected the core beforetransporting the coreinto numbered plastic core boxes.Cut plastic blockswere used to record core depths.

All drill sites were initiallylocated with the use of a handheld GPSwith final locationsrecorded by a surveyoronce the drillingwas completed.

In 2016 diamond drilling continued at Cukaru Peki on theUpper Zone following the acquisition of the project by the Company.  A total of12,247 meters of infill drilling was completed in 21 holes by Geops BalkanDrilling Services Ltd.  As part of the program to test areas of proposedinfrastructure such as portal access location, tailings facilities and othergeotechnical and hydrogeological sites for future Upper Zone mining, a further4,581 meters of diamond drilling was completed by S&V Drilling MineServices, Geops Balkan Drilling Services and Geomag Drilling.  For the LowerZone, drilling also re-started with 7,004 meters in 5 holes being completed byCapital Drilling to the end of the year.  All drilling at Cukaru Peki ismanaged by Rakita’s geological team.

Diamond drilling was also completed in 2016 on the Rakitaowned exploration licenses: Jasikovo – Durlan Potok and Leskovo.  At Jasikovo-DurlanPotok, 1,712 meters of drilling was completed in 3 holes by Geomag Drilling andGeops Balkan Drilling Services.  A total of 1,391 meters of drilling in 3 holeswas completed by S&V Drilling Mine Services and Geops Balkan DrillingServices at Leskovo.  These drill programs were supervised by the geologicalstaff of Rakita.

On the Tilva JV, (a Joint Venture with Rio Tinto funding100% of the work), diamond drilling was completed on the Tilva Njagra property with 2 holes (2,094 meters)being completed by Capital Drilling and Geops Balkan Drilling Services and onthe Coka Kupjatra property where 2,683 meters of diamond drilling was completedin 2 holes by Capital Drilling and Geomag Drilling.  This work was supervisedby Tilva geologists.

At the Balkan Exploration andMining d.o.o. (“BEM”) owned Bobija property, S&V Drilling Mine Servicescompleted 950 meters of diamond drilling in 11 holes under the supervision ofgeologists from BEM.

Drilling in 2017 at the TimokProject Upper Zone was completed with a total of 17,499 meters being drilled in24 holes by a combination of drilling contractors. A total of 41,519 meters ofdrilling was completed in 29 holes.  Three holes totalling 827 meters werecompleted for geotechnical studies, 17 holes totalling 2,176 meters weredrilled for hydrogeological studies and 5030 holes were drilled totalling 3,729726meters for studies related to the tailings storage facility, geotechnical workand hydrogeological studies.   Regional drilling that was mainly related toexploration for new lenses of Upper Zone material was conducted by variousdrilling contractors and totalled 7,819 meters in 11 holes.  Condemnationdrilling for potential mine and mill infrastructure was completed and totalled4,872 meters in 8 holes.

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Drilling in 2017 at the RakitaLeskovo property consisted of 219 meters of drilling in 2 holes. On theTilva JV, diamond drilling was completed on the Nikolicevo property (3 holes,1,947 meters), Tilva Njagra property (1hole, 1,198 meters) and Kreljevica (1 hole, 751 meters).  Drilling on theBalkan Exploration and Mining d.o.o. (“BEM”) Bobija property consisted of 682meters of diamond drilling in 4 holes, while at BEM’s Parlozi property diamonddrilling was completed on 4 holes for 2,300 meters.  In Macedonia, 1,364 metersof drilling was completed in 7 holes at the Konjsko property.

| **Sampling  and Analysis** |
|----------------------------|

All drill core is logged for corerecovery and rockfracture quality at the drill site before being transported to the core storage facilityfor photography and geological logging. A portablehand held Niton x-raydefraction meter is used to assist with visual copper grade estimationand a Terraspec spectrometer for mineral identification. Sampling lengths are then allocated (typically 1 meter and 2 meters for the UpperZone and Lower Zone respectively), guided bygeological contacts and the core is subsequently split using a diamond core saw. Samples are placed into heavy duty plastic bags and QAQC materials are inserted into the sample stream.

| **2011-2013** |
|---------------|

For the 2011-2013 drill program,samples were sent for sample preparation to the EurotestControl EAD Laboratory in Bulgaria (“ETC”).ETC was previously the laboratory of the Geological Survey of Bulgariaand then privatized in 2000. Since September 2011, the company has new purpose-built premises that house in one building the entire laboratory and processing procedures as well as management and quality control. ETC has accreditation ISO 17025 for commercial analytical laboratories valid until May 31, 2016 and also ISO 9001 certification for their quality management system.

Sample preparation involvedcrushing to (>)95%passing -10 mesh (2 millimeters) using a jaw crusherprior to a 400 gram split being takenand pulverized to better than 90% passing 140 mesh (140 μm) with an LM2 pulverizing ring mill.

ETC analyzedthe samples for gold by Aqua Regia Digestionwith AAS finish until April 2013. After this date, sampleswere assayed for gold by fire assay with AAS finish(which showed improvedanalytical performance), with high grade samplesre-assayed using gravimetric finish. Copper and arsenic were assayed forby Aqua Regia with ICP-AES, with high grade copper(1-11%) re-assayed by AAS and very high gradecopper (>11%)re- assayed by ICP-AESusing a 0.1 gram aliquot.

| **2014-2015** |
|---------------|

Fordrilling completed subsequent to 2013, samples were sent for sample preparation to the ALS laboratorylocated at Bor in Serbia. Sample preparation involved crushingto (>)80% passing -10 mesh (2 millimeters) prior to a 400 gram split being taken and pulverized to better than 85% passing140 mesh (140 μm).

Sampleswere sent for analysisto the ALS Laboratories in Loughrea, Ireland and (for gold only) in Rosia Montana, Romania.After March 2015 all samples were sent to ALS Loughrea. Gold was assayed for by fire assay with AAS or ICP-AES, with high grade samplesre-assayed using gravimetric finish. Copperand arsenic were assayed for by Aqua Regia or 4 Acid digest with ICP-AES or ICP-MS, with high grade copper (>1%) re-assayed by ICP-AESusing a 0.5 g aliquot.Both ALS Loughrea and ALS Rosia Montanaare ISO 17025 accredited.

| **2016-2017** |
|---------------|

Following the completion of theacquisition of the Timok Project by the Company, Rakita completed assaying of backloggedsamples drilled in late 2015. A total of 10 drill holes were sampled and basemetals assays completed.  Rakita continued to use the same preparation andanalytical laboratories as in 2015. Samples were submitted to ALS facilities inBor, Serbia, for sample preparation (crushing and pulverizing) and then sent toALS in Loughrea for analysis.

Copper was analyzed by inductivelycoupled plasma – mass spectroscopy (ICP-MS) after four-acid digestion. Highergrade copper samples containing more than 1% copper underwent repeat analysisusing ICP-AES after longer sample digestion times and higher dilution. Gold wasanalyzed by fire assay (30 gram samples) with an ICP-AES finish.  Samplescontaining greater than 3 g/t gold were re-analyzed by fire assay (30 gramsamples) with a gravimetric finish.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

Beginning with drill hole TC160112drilled in August 2016, a period of transition of the analytical methodprotocol for gold analysis and control samples percentage within the analyticalbatches, started.  As in the past, all samples were analyzed for gold by fireassay (30 gram samples) with ICP-AES finish; however, samples containinggreater than 9 g/t gold were re-analyzed by fire assay (30 gram samples) with agravimetric finish.  The number of internal control samples to check laboratoryprecision and accuracy was increased from 10% to 17% both for copper and goldanalytical batches.

Drill core samples were collectedin accordance with the Company protocols that are compatible with acceptedindustry procedures and best practice.  Most drill core samples through themineralized intervals were one meter in length. Beginning with drill holeTC160112 the sample interval length was increased from 1 meter to 1.5 meters. At the Lower Zone, sample interval lengths were increased to 3 meters for the2016 drilling.

The Company continues to conductits own analysis of QAQC results generated by the systematic inclusion ofcertified reference materials, blank samples and duplicate samples. Companyused well homogenized certified material prepared of project drill holesintervals in order to cover three different mineralization ranges (2 CRM with<1% copper grades, 2 CRM with copper grades for interval with 1-10% copper,and two CRM for very high grade assays >10% of copper). The analyticalresults from the quality control samples have been evaluated and demonstratedto conform to best practice standards.

| **Security  of Samples** |
|--------------------------|

Samplesare collectedfrom the Rakita core facility by the accredited ALS laboratory in Bor on a weekly basis and transported to their facilities for preparation and assay.  Once core logging and sampling iscomplete, all core boxes are coveredand stored in the centralized Rakita core storage buildingfor permanent record.

| **Upper  Zone Mineral Resource Estimate** |
|-------------------------------------------|

The mineral resource statement for the Timok Project UpperZone is shown in Table xxx below.  All drilling data available for the Projectas of April 24, 2017 was made available to SRK (UK) for use in the estimate. Incomparison with the previous March 2016 mineral resource estimate, the newdatabase includes an additional 52 exploration and resource drill holesresulting in an additional 36,639 meters.  The total drilling as of April 24,2017 consisted of 180 holes for 100,338 meters.

The mineral resource has beenreported using a resource net smelter return (RscNSR) cut off value based oncopper, gold and arsenic, using a copper price of $3.49/lb and gold price of$1,565/oz derived from long-term consensus forecasts with a 20% uplift asappropriate for assessing eventual economic potential of mineral resources. Assumed technical and economic parameters were based on the results of the UpdatedTimok PEA,

SRK (UK) considers that the blockswith an RscNSR value greater than an operating cost of $35 have “reasonableprospects for eventual economic extraction” and can be reported as mineralresource.  SRK (UK) has determined a level in the block model (-445 mRL), basedon a five-meter vertical block increment review, below which the RscNSR fallsshort of covering this cost. The reported mineral resource comprises allmaterial inside the geological model above this elevation, thus excludingisolated blocks with >$35/t RscNSR below -455 mRL.

Table9: Summary Timok Upper Zone Mineral Resource Statement (as at April 24, 2017)

| **Category (all domains)**        | **Tonnes** | **Grade**  | **Contained Metal** |
|-----------------------------------|------------|------------|---------------------|
| **M**                             | **% Cu**   | **g/t Au** | **% As**            | **Cu, M tonnes** | **Au, M ounces** |
| Measured                          | 2.2        | 8.6        | 5.7                 | 0.29 | 0.19 | 0.40 |
| Indicated                         | 26.6       | 3.3        | 2.1                 | 0.20 | 0.87 | 1.8 |
| **Total  Measured and Indicated** | **28.7**   | **3.7**    | **2.4**             | **0.20** | **1.05** | **2.2** |
| **Inferred**                      | **13.9**   | **1.6**    | **0.9**             | **0.06** | **0.23** | **0.42** |

Note:totals do not match sum of individual items due to rounding. 

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| **Bisha Mine – Project Description and Location** |
|---------------------------------------------------------|

The Bisha Mine is located 150 kilometers west ofAsmara, 43 kilometers southwest of the regional town of Akurdat and50 kilometers north of Barentu, the regional or zone Administration Centreof the Gash-Barka District, in Eritrea.  The Universal Transverse Mercatorsystem (UTM) coordinates (The World Geodetic System, 1984) of the centre of theBisha Property are 1,711,000 N and 334,500 E (UTM zone 37). The followingFigure 3 shows the location of the Bisha Property. 

| **Figure 3 – Bisha Site Location** |
|------------------------------------------|

Onsite infrastructure includes two open pits (Bisha and Harena),  a process plant (crushers and primary and secondary grinding mills; leach,  flotation, thickener, and other tanks; and filter presses), a wet tailings storage  facility and waste rock storage facilities, offices, maintenance and laboratory  facilities, fuel storage areas, an on-site power plant, a 1,100 person main  camp, a 225 person construction camp and an airstrip nearby. 

The Bisha Property consists of the 100% BMSC owned BishaMining License, the Harena Mining License, the Mogoraib Exploration License andthe Tabakin Exploration License.  The Bisha Property hosts the Bisha deposit, alarge precious metal (Au, Ag) and base metal rich (Cu, Zn) VMS deposit currentlybeing mined, as well as the Harena VMS deposit where a portion of the oxidegold cap mineralization was mined until mid-2013.  Additional potential satellite-feedVMS deposits include Northwest, Hambok, Aderat and Asheli.

BMSC has the exclusive right of land use in the areascomprising the BMSC mining licenses. 

BMSC’stotal land package of exploration licenses consists of 814 square kilometers inEritrea’s Bisha VMS District. The exploration license area consists of two landpackages:

-  184 square kilometers surrounding    the existing BMSC mining licenses (“Tabakin Exploration License”), providing    continuous coverage for 15 kilometers over the Bisha Mine stratigraphy; and

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-  630 square kilometers in the    vicinity of the Bisha mine, combining new and previously relinquished property    and the Mogoraib Exploration License that hosts the Hambok, Asheli and Aderat    deposits.  

TheTabakin Exploration License includes the area between the Bisha and Harenamining licenses and is valid until July 25, 2026 without any arearelinquishments.  The Mogoraib Exploration License will be subject to arelinquishment regime for exploration licenses (three years of norelinquishment, followed by two one-year renewals with a 25% annual areareduction beginning after year three).  The first relinquishment will occur onJuly 25, 2019.

Annual fees are approximately $96 per square kilometerfor the mining licenses and $32 per square kilometer for the explorationlicenses.

| **Figure 4 – BMSC Resource Areasand License Map** |
|---------------------------------------------------------|

| **Accessibility, Climate, Infrastructure & Physiography** |
|---------------------------------------------------------------|

**Accessibility**

Access to the Bisha Mine is by paved road from Asmara toAkurdat, a distance by road of 181 kilometers and then 52 kilometers from Akurdatvia an all-weather road which is currently being upgraded with over 35 kilometersnow paved. The drive from Asmara to the Bisha camp (also referred to as BishaVillage) takes approximately four to six hours by passenger vehicle or bus.  Asmarais the capital city of Eritrea and is serviced currently by regular scheduled internationalflights out of Cairo (Akurdat), Dubai and Istanbul.

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**Climate**

The climate is semi-arid, with elevated temperaturesyear-round.   During the hot season in April and May, the average temperatureis +42°C.  Total annual rainfall is sparse, with between 250 millimeters and300 millimeters.  The main rainy season is between June and September and localheavy rains can result in flash floods of the Mogoraib and Barka Rivers. Miningactivities are planned on a year-round basis.

**Physiography**

The Bisha Property is mainly located on a flat,desert-like outwash plain.  The plain is at 560 meters above sea level andcontains scattered vegetation and few trees.  Locally, steep hills and ridgesrise above the plain with the Bisha, Wade, and Neve peaks reaching elevationsof up to 1,226 meters above sea level.

The Bisha Property is crosscut by the Mogoraib River, atributary of the Barka River, as well as seasonal streams that all flownorthwards.  A small seasonal tributary of the Mogoraib River, the FerektatetRiver, originally passed immediately over the Bisha Property but has since beendiverted around the deposit.

**Infrastructure**

The principal port for importation of heavy equipment andshipment of concentrate is Massawa on the Red Sea coast which is about 350kilometers from the Bisha Property.  Massawa is connected to Asmara byall-weather paved road.  The Company has a special loading system toaccommodate the handling and bulk loading of both copper and future zincconcentrates onto shipping vessels.

The village of Mogoraib, located 6 kilometers from theBisha Mine is the closest settlement and is the local administration centre forthe Dighe Sub-zone within the Gash-Barka District.  The village contains awell-equipped, eight-person health centre with nursing staff capable of takingcare of small medical problems.  Better-equipped hospitals are found in Akurdatand Keren.  Camp Mogoraib is a military site located just outside the villageboundaries and provides basic security to the Mine area.  Basic goods arecommercially available in the immediate region near the Bisha Mine at Mogoraibor Akurdat but the main centre for support is the capital city of Asmara.

Freshwater is supplied to the Bisha Property fromgroundwater.  Two well farms have been established by the Company, the firstapproximately 1 kilometer south of the open pit on the western bank of theFerektatet River (which also serves to dewater the Bisha pit), and the second,5 kilometers to the west, adjacent to the Mogoraib River.  Potable watersourced from the well fields is pumped to a potable water plant utilizingchlorination filtration and ultraviolet radiation treatment.  

Process water is recycled within the plant as much aspossible to minimize the use of fresh groundwater.  Water from the pit andseasonal water from the tailings management facility will be treated in a watertreatment plant that was completed in H2 2016 to supplement and reduce thedependence on raw water although currently at lower capacity than originallyplanned.

Electric power for the mine and processing plant site issupplied from a diesel-fuelled power station located adjacent to the processfacilities. Site communication is via a satellite communications system andincludes wireless internet access at the village and administration buildings.

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| **Mineral  Property History** |
|-------------------------------|

TheCompany has no record of any previous exploration or mining activities on theproperty or surrounding areas prior to 1998.  In June 1998, the Company signeda prospecting license agreement with the State of Eritrea.  In 1999, thisagreement was converted to an exploration license that covered an area of 49square kilometers.  This license was expanded to an area of 224 square kilometersin 2003 and was relinquished at the time the Harena Mining License was granted.

| **Geological Setting** |
|------------------------|

Eritreais divided into several north or northeast trending Proterozoic terranes whichare separated by major crustal sutures.  The Bisha Property is in the Nakfa Terranewhich comprises low-grade metamorphosed calc-alkaline volcanics and sediments.

TheVMS deposits at the Bisha Property are hosted by a bimodal sequence of volcanicrocks.  Felsic volcanics directly host and both underlie and overlie themineralization at Bisha, Harena and Northwest deposits.  These felsic volcanicsare flow dominated, indicating proximity to volcanic vents.   Mafic volcanicrocks occur deeper in the footwall to the east of the known mineralized zones. Alteration of the felsic volcanics is often very intense with the primarymineralogy being converted to sericite and chlorite.  The Hambok deposit, incontrast to the Bisha deposits, is entirely hosted in mafic volcanic rocks.  Allrock-types are variably foliated and metamorphosed.

| **Exploration History** |
|-------------------------|

Initial work on theproperty began in 1998 but was suspended between 1999 and late 2002 due to theborder war with Ethiopia.  The Bisha deposit was discovered in November 2002 bydiamond drilling geophysical and geochemical anomalies associated with aprominent gossan that locally had highly anomalous gold values.  A VMS deposit wasdefined and found to be overlain by a supergene copper-enriched zone and agold-enriched gossan cap.

Between 2003 and 2006, 403 diamond drill and 33 reversecirculation holes were completed at Bisha to enable a Feasibility Study.  Additionalwork included mapping, geochemical sampling, trenching, ground and airborne geophysics,metallurgical test work and environmental baseline studies.  The Northwest andHarena deposits were discovered with 26 and 27 holes being drilledrespectively.

No holes were drilled in 2007 and 2008 and only minorgravity surveying, geological mapping and mechanical trenching were completed. In 2009 and 2010, 35 mainly geotechnical holes were completed at Bisha and 51holes were completed at Harena to better define the oxide zone. Thirteen diamonddrill holes were drilled to test gravity targets in the Harena area.  Nosignificant mineralization was intersected.  

In 2011, 167 diamond drill holes were drilled at Bishafor resource upgrading as well as for metallurgical and geotechnical studies. At Harena, five regional exploration holes were drilled to test coincidentgravity/EM/soil geochemical anomalies with no significant mineralization beingencountered.  Drilling began to define the Northwest deposit to bring it to amaiden resource estimate.  A total of 22 holes were drilled.

In 2012 the majority of drilling was focussed on thedevelopment of the Northwest deposit.  Seventy-five holes were drilled todefine a maiden resource.  At Harena, exploration diamond drilling included atotal of 6 holes with one of the holes intersecting mineralization peripheralto the Harena open pit.

In 2013 diamond drilling consisted of 27,828 meters ofexploration and resource development drilling at Bisha Main, the Northwest depositand Hambok.  At Bisha, 23 holes for 6,223 meters were completed in theimmediate Bisha area testing geophysical targets.  A further 8 holes testedbelow the northern portion of the Bisha Main deposit.  Drilling concluded at Northwestwith 93 holes being completed.  At Hambok, 8 holes were completed to infillareas of the deposit that had large gaps in the geological model.  This workallowed for a new open pit constrained mineral resource estimate to be completed.

In2014 a total of 91 drill holes were completed at Bisha and Harena, aroundHambok and Aderat and near Tekewuda to complete 27,300 meters of explorationdiamond drilling.  A total of 230 line kilometers of ground and 44 holes ofTransient EM surveying was conducted and a 2,500 line kilometer VersatileTransient Electromagnetic (“VTEM”) survey was flown.  A significant newextension of the Harena deposit was discovered and new mineralization was foundat Aderat on the Mogoraib Exploration License.

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In2015 a total of 35,805 meters of exploration diamond drilling (72 holes),approximately 30 square kilometers of ground geophysical surveying, geophysicalsurveying of 85 drill holes and other geological work was completed.  Drillingat Harena continued to be successful and the deposit was further defined atdepth where it remains open to further expansion.  In the immediate Bisha Minearea, exploration efforts were ramped-up, testing for extensions to the mainpit deposit both along strike and at depth.  Exploration on the MogoraibExploration License resulted in the discovery of the Asheli deposit inmid-2015.  Drilling was suspended as per usual practice due to the annual rainyseason in Q3 2015 and no further drilling was completed. However, furthergeological work resulted in the definition of new targets along strike and tothe east of Asheli.  Further drilling was also completed at the Aderat prospectwhich was discovered in 2014.  

In 2016 a total of 44,210 meters ofdiamond drilling was completed property-wide in 91 holes.  In addition, groundand borehole geophysical surveys and soil and rock sampling programs were alsocompleted.  Forty-three holes (20,595 meters) were drilled at Bisha (21 withinthe pit and 22 outside of the pit), 36 holes (15,645.5 meters) were completedon the Mogoraib Exploration License (20 Asheli, 5 Shabyt, 2 Railway, 1 BishaVillage), 8 holes were drilled at Harena (6,079.5 meters) and 4 holes (1,890 meters)were completed on the Tabakin Exploration license.  Work at Bishaincluded testing the deposit at depth below the currently defined pit.  Thiswork has defined the Bisha deposit at depth and will be included in theresource update in early 2017.  Condemnation drilling for potential waste dumpsdefined a number of altered and mineralized horizons trending south of theBisha open pit that will be continued to be tested in 2017.  At Harena,drilling was focused on continuing to define the down-dip extension of thedeposit which remains open.  Drilling at Asheli was successful in delimitingthe massive sulphide intersections made in 2015 which was included in a maiden resourcein early 2017.  In late 2016, a new massive sulphide lens was discovered 200 metersto the north of the main deposit at Asheli and this was the focus of furtherdrilling in 2018.  A new VTEM airborne survey over all the new explorationground that had not previously been surveyed was completed during 2017.

For 2017, atotal of 34,481 meters of diamond drilling was completed property-wide in 79holes.  During 2017, the exploration effort at Bisha transitioned from a focuson expanding the Harena deposit, to a regional evaluation of targets that wouldhave the potential to become open pit operations.  This evaluation wasdominated by field work that included geological mapping, soil sampling andground geophysical surveys and was less drill intensive relative to previousyears, as many areas did not have any geological or geochemical data overthem.  The assessment is being guided by a large regional Versatile Time DomainElectromagnetic (“VTEM”) helicopter survey that was completed in Q1 2017. Drilling at Asheli on the new massive sulphide lens north of the main depositcontinued to intersect sporadic zones of massive sulphide, but no new definitivelycontinuous deposit was outlined.  Forty two holes (13,991 meters) were drilledon the Mogoraib Exploration License, 14 holes (5,010 meters) were completed onthe Tabakin license, 13 holes were drilled at Harena (11,052 meters) and 10holes (4,428 meters) were completed at Bisha.  In addition, 3,098 meters of RCdrilling (27 holes) was completed with 24 holes (2,742 meters) being drilled atBisha and 3 holes (356 meters) being completed at Mogoraib.

| **Mineralization** |
|--------------------|

Mineralizationat the Bisha deposit is divided into three major zones: oxide, supergene andprimary sulphide.  The host rocks are felsic volcanics that have been alteredto chlorite and sericite.

| **Oxide** |
|-----------|

In the surficial oxide zone, deep weathering affected theprimary massive sulphides producing a high-grade stratified gossanous zone thatwas enriched in gold.  This zone varied in composition from highly siliceousand somewhat ferruginous to a massive goethite-hematite-jarosite.  The depth ofthis oxidation zone was on the order of 35 meters.  The oxidation of themassive sulphides generated strong acid solutions that had progressivelydestroyed the sulphides and host rock.  Gold remained in the oxide zone and becameconcentrated.  This zone is now largely mined out.

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| **Supergene** |
|---------------|

As the acid solutions percolated downward, they depositedtheir dissolved copper at the primary sulphide interface to produce acopper-rich supergene zone. A horizon of extremely acid-leached material or“soap” was developed between the oxide and supergene/primary domains and thehost rocks.  The principal copper mineral in the supergene zone was covellite. This zone was mostly mined with its majority excavated by mid-2016, althoughremnants do remain for potential future minor campaign processing over the nextfew years.

| **Primary Sulphide** |
|----------------------|

This zone is a typical VMS with pyrite, chalcopyrite andsphalerite mineralogy in the massive sulphide and chalcopyrite in the stringerzones.  Mining and stockpiling of primary zinc ores commenced in March 2014 andby the end of the 2016 year, stockpiles of 2.5 million tonnes of zinc oreformed part of the stockpile inventory.

The Harena deposit is also a typical massive sulphidebody that has been affected by weathering.  The host rocks to the Harenadeposit are intensely chloritized and sericitized hydrothermally-altered felsicvolcanic rocks.  Surficial weathering processes have produced a surficialoxide/gossan zone with good gold grades underlain by a primary massive sulphidedeposit.  Supergene mineralization is not well developed at Harena.  The primarymassive sulphide body is currently being explored and is mainly composed ofpyrite, chalcopyrite and sphalerite.  Chalcopyrite-rich stringer zones occurstratigraphically beneath the massive sulphides, some of which have highprecious metal contents.

The Hambok deposit consists of a single massive sulphidelens.  Base metal values are generally higher nearer to surface along the topand outer edges of the body. The deposit is hosted by variably chloritizedmafic volcanic rocks and is dominantly composed of massive pyrite with zones offinely banded chalcopyrite and sphalerite. Intervals of near massive magnetiteare often found associated with the massive sulphides.

Mineralization at the Northwest Zone occurs in a seriesof predominantly pyrite massive sulphide lenses hosted within altered felsicvolcanic rocks.  Copper and zinc-rich stringer sulphide mineralization issporadic within the massive sulphide lenses and in stockwork zones. Some of themassive sulphides have been exposed to weathering at surface creating an oxide zonethat is locally enriched in gold. Beneath these areas, some supergene coppermineralization may also be present. 

The Asheli deposit consists of a massive sulphide bodycomposed of pyrite, chalcopyrite and sphalerite with minor galena underlain byassociated pyrite and pyrrhotite stringer mineralization.   A second lens ofmassive sulphide mineralization was intersected to the north of the maindeposit in late 2016 with mineralization of a similar character but with more pyrrhotite.

| **Drilling** |
|--------------|

Diamond drilling at the Bisha, Harena,Northwest, Hambok and Asheli deposits has been undertaken by a variety of contractorsin a number of campaigns since 2002, with Boart Longyear being the most recentsupplier in 2016*. *For drilling prior to 2014, please refer to the**2013Technical Report*.*

Since 2015, drilling has been completed using LongyearLF90 track mounted drill rigs.  In late 2016 and early 2017, a larger LongyearLF240 drill rig capable of drilling holes in excess of 1,500 meters wasemployed at Harena. Holes are typically collared HQ size diameter and reducedto NQ size diameter after approximately 75 meters.  In difficult groundconditions, PQ size diameter may also be used to start holes until the brokenground conditions improve and the hole can be reduced to HQ size diameter.  Alldrill hole collars are surveyed and down-the-hole surveys were completed withReflex EZ-Shot camera methods.

At the Bisha Main deposit, massive sulphidemineralization has been well defined with drilling spaced at 25 meters by 25 metersor closer in some areas.  Drilling density decreases with depth but isnominally at 100 meter centres to a depth of 600 meters where it now appearsclosed off.  

At the Harena deposit, massive sulphide mineralizationwas drilled on a 30 meter by 50 meter pattern prior to 2014.  Post 2014,drilling down to a depth of 200 meters was on a 50 meter by 50 meter patternwhile deeper holes were on a 100 meter by 100 meter pattern or wider.  Thedeposit has been traced to a depth of 1,100 meters and remains open at depth.

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At the Hambok deposit, much of the massive sulphidemineralization has been well defined with drilling spaced at 50 meters by 50 metersor closer in some areas.  Drilling density decreases with depth and the depositremains open at depth and along strike to the north.  No drilling was completedat Hambok in 2015 or 2016.

At Northwest, the deposit is well defined with drillingspaced at 25 meters by 25 meters or closer in some areas.  Drilling densitydecreases with depth and the deposit is open in a number of directions. Corerecovery problems in the oxide zone and supergene zone were countered byclassification of this material as Inferred Resources.  No drilling wascompleted at Northwest during 2015 or 2016.

The Asheli deposit has been defined down to a depth of500 meters on a 50 meter by 100 meter drill pattern.  The main deposit appearsto be closed off at this depth, but new massive sulphide mineralization hasbeen discovered about 200 meters to the north which remains open for expansionalong its plunge direction.

| **Sampling and Analysis** |
|---------------------------|

Forsampling programs prior to 2014, please refer to the 2013 Technical Report.

Since2014, holes have been nominally sampled over all sulphide-bearing intervals ata target length of 1.0 meter per sample which was reduced to 0.5 meter persample to better understand the metal zonation.  Sample intervals vary basedupon mineralogical and lithological contacts. The logging geologist sets outthe sample regime. Standard diamond cutting blades flushed with fresh water areused to halve the core.  

Highlybroken core pieces are cut along the axis if possible or the core is splitusing a trowel down the middle of the tray row and handpicked or scooped toensure representative samples are obtained.  Cutting lines may be drawn on thecore. The remaining half core is returned to the box and boxes stacked innumerical order by hole.

Thetechnicians or samplers under the supervision of technicians place half of thecore in individual trays laid out in numerical order.  Samples are then placedin a drying oven for 12 to 18 hours at between 80°C and 100°C. The samples thenpass through a jaw crusher to greater than 75% of sample passing 10 mesh (2millimeter) screen.  The sample is then split using a Jones-type rifflesplitter to achieve a sub-sample weight of approximately 200 to 300 grams.  Thesample reject is then bagged, labelled with the original sample ID and put intostorage at Bisha site.  The sub-samples are pulverised to better than 85%passing 75 microns.  Samples are analyzed at the accredited on-site SGSlaboratory for 37 elements.  Any result that may be used in resourcecalculation work is then forwarded to Genalysis. When ready for shipping, thepulps are then dispatched by courier in twenty-litre sealed plastic pails alongwith a sample list and sample submission form to the Genalysis laboratory inPerth, Western Australia for analysis.  Results from the Genalysis re-assay aregiven priority in the assay database used for resource calculation work.

Bulkdensity for all samples is determined using Archimedes principle. Rock samplesare dried and then wrapped in foil prior to weighing in air and water. 

| **Security of Samples** |
|-------------------------|

The chain-of-custody for core samples collected, analyzedand being shipped from site is as follows:

-  Core    is transported to the Bisha camp by Bisha personnel and placed in the core    logging area.
-  The    logging and sample preparation area and the Bisha camp are within a fenced and    guarded compound.
-  Core    samples are crushed, sub-sampled and pulverized and sent to the on-site SGS lab    in containers of 84 samples. 
-  Once    analyzed, selected sample intervals are placed in sealed pails.
-  Each    pail has a list of samples written on the outside of the container.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

-  A    sample submission form accompanies each pail.
-  Pails    are transported to Asmara in company-owned vehicles managed by BMSC.

The sample pails are submitted to the Eritrean Ministryof Energy and Mines for inspection and submission to customs, a customs seal isplaced on the pails and they are shipped via air transport directly to theanalytical laboratories of Genalysis.

| **Mineral Resource Estimate** |
|-------------------------------|

Commencingin 2005, an initial mineral resource model for Bisha Main was constructed byAMEC.  This model was subsequently updated with new information.  In 2012, AGPMining Consultants Inc. (“AGP”), an independent mining and geologicalconsulting firm that had not previously reported on the Bisha Property,estimated an updated mineral resource at Bisha.  In 2012, AMEC estimated amineral resource at Harena.  In August 2012, AGP prepared a new combined Bishaand Harena mineral reserves estimate with an effective date of May 31, 2012with a technical report which was subsequently filed on SEDAR and EDGAR.

Inlate 2013, new revised updated mineral resources were estimated with aneffective date of December 31, 2013 for both the Bisha and Harena depositswhich took into effect mine depletion, additional drill, structural mapping andmetallurgical test data, and a more refined and slightly differing approach tomineral resource modeling.  Likewise, an updated mineral resource estimate wasgenerated for the Hambok deposit succeeding the past historic mineral resourcegenerated by the previous owner Sanu Resources which importantly employs aconstraining pit shell.  In addition, a maiden mineral resource estimate wascompleted for Northwest.  Details and methodology of this mineral resourceestimate can be viewed more fully in the 2013 Technical Report.

Themost recent Technical Report on the property is dated August 9, 2017 andcontains mineral resources estimated as current at December 31, 2016. 

TheDecember 31, 2017 interpretation and estimation for Bisha was completed usingdiamond drilled cored holes and recent RC grade control holes.  The majority ofthe RC holes were drilled as part of a grade control program for the supergenecopper phase beginning in 2013 while almost all the diamond drilled holes weredrilled prior to May 2012.  Metallurgical recoveries used for Net SmelterReturn (NSR) calculations were revised to reflect the most recent test work andprocess plant performance results.

Diamonddrill data for the Northwest and Harena deposits include a significantproportion of drilling completed from 2012 onwards.  All data for Hambokacquired from Sanu Resources was validated before being used.

Indicated  resources at Harena as at December 31, 2017 grew from the year previous by  2.5Mt as the result of a successful near-surface infill drilling program  designed   to convert Inferred resources to Indicated resources; and the Inferred resource  grew by  920kt   net as the result of a successful down-plunge resource extension program.

The  Measured and Indicated resource at Bisha decreased from December 2016 due to mining  and processing open pit ore and from stockpiles. Approximately  1.1Mt    of resource below the  northern end of the final pit has also been removed from the resource, as it is  now below the active input waste dump. A negative adjustment to the density  assigned to the Zinc-Only stockpiles reflects the results of extensive density  grab sampling.

Bulkdensity values were assigned on the basis of rock type and oxidation state, asdefined by the interpreted geological wireframes. The values are based on acombination of bulk densities from the previous resource estimate and in-situmeasurements in use at the mine derived during mining.

For all deposits, theestimation process involved the creation of 3D geological and mineralizationshapes from interpreted cross sections, statistical domaining, flagging ofdatabase, compositing of samples, variography, and estimation of grades byordinary kriging using search parameters optimized by kriging neighbourhoodanalysis. Each domain was separately estimated using the unique set ofcomposite samples associated with that domain.  

Visualand statistical validation of the copper, zinc, lead, gold, and silver gradeestimates for Bisha demonstrate that the model is a reasonable representationof the input data. A comparison of the primary zinc estimate to actualproduction to date also demonstrated that the model is a good predictor ofproduction.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

Themineral resource for all deposits is a global estimate representing a reliableestimate of the total contained metal at the applied cutoffs, but the blockestimates are likely to vary significantly compared with the actualgrade/tonnage distribution that will be achieved during selective mining andover short production periods; this variability was considered when applyingresource classifications.

Themineralization at each deposit has been sufficiently drilled and sampled toallow classification as a combination of Measured, Indicated or InferredMineral Resource in accordance with the current CIM Definition Standards forMineral Resources and Mineral Reserves. The classification employed reflects apractical combination of both geological knowledge and estimation qualityparameters that may be more numerical in nature. This approach toclassification aims to avoid creating a complex classification system.

Reasonableprospects for economic extraction of open pit resources were made by applyingan NSR-based cutoff to blocks within a constraining optimized pit shell usingLerchs-Grossmann optimization; for underground resources an NSR cutoff wasapplied, and contiguous blocks above the cutoff reported as resources.

Theassumed long-term metal prices used for the optimization work as applied toMineral Resources are shown in the footnotes of the mineral resource tablesbelow. These metal prices are approximately 15% higher than those used in theestimation of Mineral Reserves. 

TheNSR calculation and pit optimization process considers many of the parametersused in the mineral reserve estimation, as these parameters are wellestablished within the working mine. These parameters include commodity price,budget costs for production and processing, process recoveries, concentrategrade, selling costs, and other ore-based costs. The optimization process alsouses the current geotechnical model for the pit design. 

Forthe Bisha and Harena deposits, mineralization below the pit shell describedabove was studied for potential for underground mining.   Full detail isprovided in the December 31, 2016 Technical Report.

Thefollowing tables are based on the December 31, 2017 mineral resource statement.Mineral resources that are not mineral reserves do not have demonstratedeconomic viability. Mineral Resources reported here for Bisha and Harena areinclusive of Mineral Reserves. 

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Table2.1 Mineral Resource Estimate (Combined Bisha, Harena, Asheli, Northwest,Hambok and Stockpiles)****Phil Jankowski, MAusIMM (CP), (BMSC), Effective Date:  December31, 2017** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Measured **          | **Contained  Metal** |
|-----------------------------|----------------------|
|                        | **Tonnes**           | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**                    | **('000s)**          | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**             | 290                  |   |   | 4.2 | 168 |   |   | 39 | 1,560 |
| **Supergene Phase**         | 80                   | 2.4 |   | 0.7 | 32 | 4,000 |   | 2 | 70 |
| **Zinc-Only Phase**         | 1,870                |   | 3.8 |   |   |   | 158,000 |   |   |
| **Primary Phase**           | 430                  | 1.1 | 7.4 | 0.7 | 48 | 11,000 | 70,000 | 10 | 670 |
| **Total Measured**          | **2,660**            |   |   |   |   | **15,000** | **228,000** | **51** | **2,300** |
|                        |                 |
| **Indicated **         | **Contained  Metal** |
|                        | **Tonnes**           | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**                    | **('000s)**          | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide  Phase**            |                 |   |   |   |   |   |   |   |   |
| **Supergene  Phase**        | 1,020                | 1.5 |   | 0.2 | 10 | 33,000 |   | 6 | 330 |
| **Primary  Phase**          | 32,110               | 1.0 | 4.3 | 0.6 | 35 | 716,000 | 3,066,000 | 599 | 35,620 |
| **Total Indicated**         | **33,130**           |   | **749,000** | **3,066,000** | **605** | **35,950** |
|                        |                 |   |   |   |   |   |   |   |
| **Measured  and Indicated** | **Contained  Metal** |
|                        | **Tonnes**           | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**                    | **('000s)**          | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide  Phase**            | 290                  |   |   | 4.2 | 168 |   |   | 39 | 1,560 |
| **Supergene  Phase**        | 1,100                | 1.5 |   | 0.2 | 11 | 37,000 |   | 8 | 400 |
| **Zinc-Only  Phase**        | 1,870                |   | 3.8 |   |   |   | 158,000 |   |   |
| **Primary  Phase**          | 32,540               | 1.0 | 4.4 | 0.6 | 35 | 727,000 | 3,136,000 | 608 | 36,290 |
| **Total  Meas & Ind**   | **35,790**           |   | **764,000** | **3,294,000** | **655** | **38,250** |
|                        |                 |   |   |   |   |
| **Inferred **          | **Contained Metal**  |
|                        | **Tonnes**           | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**                    | **('000s)**          | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**             | 820                  |   |   | 2.8 | 33 |   |   | 73 | 880 |
| **Supergene Phase**         | 1,150                | 1.2 |   | 0.4 | 4 | 30,000 |   | 16 | 150 |
| **Primary Phase**           | 29,400               | 1.0 | 5.6 | 0.5 | 27 | 649,000 | 3,602,000 | 456 | 25,280 |
| **Total Inferred**          | **31,400**           |   | **679,000** | **3,602,000** | **545** | **26,310** |
|                        |                 |   |   |   |   |   |   |   |   |   |   |

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Table 2.2 Bisha MineralResource Estimate****Phil Jankowski, MAusIMM (CP), (BMSC), Effective Date:  December31, 2017** |
|------------------------------------------------------------------------------------------------------------------------------|

| **Measured **         | **Contained Metal** |
|----------------------------|---------------------|
|                       | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**                   | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**            |                |   |   |   |   |   |   |   |   |
| **Supergene Phase**        |                |   |   |   |   |   |   |   |   |
| **Primary Phase**          | 370                 | 1.1 | 7.3 | 0.7 | 48 | 9,000 | 59,000 | 8 | 570 |
| **Total Measured**         | **370**             | **1.1** | **7.3** | **0.7** | **48** | **9,000** | **59,000** | **8** | **570** |
|                       |                |   |   |   |   |
| **Indicated**              | **Contained Metal** |
|                       | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**                   | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**            |                |   |   |   |   |   |   |   |   |
| **Supergene Phase**        |                |   |   |   |   |   |   |   |   |
| **Primary Phase**          | 16,230              | 1.0 | 6.3 | 0.7 | 48 | 361,000 | 2,268,000 | 365 | 25,090 |
| **Total Indicated**        | **16,230**          | **1.0** | **6.3** | **0.7** | **48** | **361,000** | **2,268,000** | **365** | **25,090** |
|                       |
| **Measured and Indicated** | **Contained Metal** |
|                       | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**                   | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**            |                |   |   |   |   |   |   |   |   |
| **Supergene Phase**        |                |   |   |   |   |   |   |   |   |
| **Primary Phase**          | 16,600              | 1.0 | 6.4 | 0.7 | 48 | 370,000 | 2,327,000 | 373 | 25,660 |
| **Total Meas & Ind**   | **16,600**          | **1.0** | **6.4** | **0.7** | **48** | **370,000** | **2,327,000** | **373** | **25,660** |
|                       |                |
| **Inferred **         | **Contained Metal** |
|                       | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**                   | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Supergene Phase**        | 730                 | 1.2 |   | 0.1 | 1 | 19,000 |   | 2 | 20 |
| **Underground**            | 1,050               | 0.7 | 8.8 | 0.9 | 47 | 16,000 | 204,000 | 32 | 1,580 |
| **Total Inferred**         | **1,780**           |   | **35,000** | **204,000** | **33** | **1,600** |

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Table 2.3 Harena MineralResource Estimate****Phil Jankowski, MAusIMM (CP), (BMSC), Effective Date:  December31, 2017** |
|-------------------------------------------------------------------------------------------------------------------------------|

| **Indicated ** | **Contained Metal** |
|---------------------|---------------------|
|                | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**            | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**     |                |   |   |   |   |   |   |   |   |
| **Primary Phase**   | 6,490               | 0.9 | 3.2 | 0.8 | 35 | 124,000 | 456,000 | 169 | 7,220 |
| **Total Indicated** | **6,490**           |   | **124,000** | **456,000** | **169** | **7,220** |
|                |                |   |   |   |   |   |   |   |   |
| **Inferred **  | **Contained Metal** |
|                | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**            | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**     | 120                 |   |   | 2.3 | 30 |   |   | 9 | 120 |
| **Primary Phase**   | 25,860              | 0.9 | 5.2 | 0.5 | 26 | 531,000 | 2,941,000 | 382 | 21,320 |
| **Total Inferred**  | **25,980**          |   | **531,000** | **2,941,000** | **391** | **21,440** |
|                |                |   |   |   |   |   |   |   |   |   |   |

| **Table 2.4 Northwest Mineral      Resource Estimate****Phil Jankowski, MAusIMM (CP), (BMSC), Effective Date:  December    31, 2014 (not updated as no change to drill information)**
**** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Indicated **  | **Contained  Metal** |
|----------------------|----------------------|
|                 | **Tonnes**           | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**             | **('000s)**          | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide  Phase**     |                 |   |   |   |   |   |   |   |   |
| **Supergene  Phase** | 1,020                | 1.47 |   | 0.2 | 10 | 33,150 |   | 10 | 330 |
| **Primary  Phase**   | 2,530                | 1.04 | 1.08 | 0.3 | 13 | 58,020 | 60,250 | 20 | 1,050 |
| **Total  Indicated** | **3,550**            |   | **91,170** | **60,250** | **30** | **1,380** |
|                 |                 |   |   |   |   |   |   |   |   |
| **Inferred **   | **Contained  Metal** |
|                 | **Tonnes**           | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**             | **('000s)**          | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide  Phase**     | 500                  |   |   | 3.7 | 18 |   |   | 50 | 300 |
| **Supergene  Phase** | 100                  | 0.8 |   | 3.7 | 19 | 2,000 |   | 10 | 70 |
| **Primary  Phase**   | 100                  | 0.9 | 0.9 | 2.9 | 15 | 2,400 | 2,400 | 10 | 60 |
| **Total  Inferred**  | **700**              |   | **4,400** | **2,400** | **70** | **430** |
|                 |                 |   |   |   |   |   |   |   |   |   |

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Table 2.5 Hambok Mineral Resource Estimate      Phil Jankowski, MAusIMM (CP), (BMSC), Effective Date: December 31, 2014 (not updated as no change to drill information)** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Indicated ** | **Contained Metal** |
|---------------------|---------------------|
|                | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**            | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**     |                |   |   |   |   |   |   |   |   |
| **Primary Phase**   | 6,860               | 1.14 | 1.86 | 0.2 | 10 | 172,370 | 281,240 | 40 | 2,260 |
| **Total Indicated** | **6,860**           |   | **172,370** | **281,240** | **40** | **2,260** |
|                |                |   |   |   |   |   |   |   |   |
| **Inferred **  | **Contained Metal** |
|                | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**            | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**     | 20                  |   |   | 1.5 | 17 |   |   | 1 | 10 |
| **Primary Phase**   | 2                   | 0.9 | 0.2 | 0.2 | 8 | 30 | 10 | 0 | 0 |
| **Total Inferred**  | **22**              |   | **30** | **10** | **1** | **10** |

| **Table 2.6 Asheli Mineral Resource Estimate      Phil Jankowski, MAusIMM (CP), (BMSC), Effective Date: December 31, 2017** |
|----------------------------------------------------------------------------------------------------------------------------------|

| **Inferred ** | **Contained Metal** |
|--------------------|---------------------|
|               | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**           | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**    |                |   |   |   |   |   |   |   |   |
| **Primary Phase**  | 2,400               | 1.9 | 8.6 | 0.4 | 30 | 98,000 | 455,000 | 29 | 2,290 |
| **Total Inferred** | **2,400**           |   | **98,000** | **455,000** | **29** | **2,290** |

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Table 2.7 Stockpile Mineral Resource Estimate      Phil Jankowski, MAusIMM (CP), (BMSC), Effective Date: December 31, 2017** |
|-------------------------------------------------------------------------------------------------------------------------------------|

| **Measured **  | **Contained Metal** |
|---------------------|---------------------|
|                | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**            | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Phase**     | 290                 |   |   | 4.2 | 168 |   |   | 39 | 1,560 |
| **Supergene Phase** | 80                  | 2.4 |   | 0.7 | 32 | 4,000 |   | 2 | 70 |
| **Zinc Only**       | 1,870               |   | 3.8 |   |   |   | 158,000 |   |   |
| **Primary Phase**   | 60                  | 1.0 | 7.8 | 0.8 | 50 | 1,000 | 11,000 | 2 | 110 |
| **Total Measured**  | **2,300**           |   |   |   |   | **6,000** | **169,000** | **42** | **1,730** |
|                |                |   |   |   |   |
| **Inferred **  | **Contained Metal** |
|                | **Tonnes**          | **Copper** | **Zinc** | **Gold** | **Silver** | **Cu** | **Zn** | **Au** | **Ag** |
| **Zone**            | **('000s)**         | **%** | **%** | **g/t** | **g/t** | **('000 lbs)** | **('000 lbs)** | **('000 Oz)** | **('000 Oz)** |
| **Oxide Gold**      | 210                 |   |   | 1.2 | 70 |   |   | 8 | 480 |
| **Oxide Copper**    | 310                 | 1.4 |   | 0.2 | 6 | 10,000 |   | 2 | 60 |
| **Total Inferred**  | **520**             |   | **10,000** |   | **10** | **540** |

**Bisha and Harena notes to be read in conjunction with theResource tables above:**

| (1) | Mineral Resources are defined within an optimal LG pit shell, generated using metal prices for copper, zinc, gold and silver of $3.30/lb, $1.50/lb, $1,350/oz and $19/oz respectively using blocks of all Resource categories. The mining cost and total ore based cost (process, G&A and stockpile rehandle) applied was approximately 10% below the long term view on costs with appropriate ore haulage costs for each satellite deposit. Overall pit slopes varied from 31 deg to 44 deg for Bisha and 29 deg to 44 deg for Harena NSR cut-off ($US/t) used were: |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | a. | Bisha: $37.50 for Oxide Phase; $37.00 for Supergene and $38.50 for Primary Phase. |
|--------|----|-----------------------------------------------------------------------------------|

|   | b. | Harena: $40.00 for Oxide Phase and $41.00 for Primary Phase. |
|--------|----|--------------------------------------------------------------|

| (2) | Net Smelter Return values were calculated for each block using all resource categories, metal prices, recoveries, appropriate smelter terms and downstream costs. Metallurgical recoveries, supported by metallurgical test work, were applied as follows: |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | a. | Bisha oxide zone: recoveries of 88% and 22% were applied for gold and silver respectively. |
|--------|----|--------------------------------------------------------------------------------------------|

|   | b. | Harena oxide zone: a recovery of 75% and 22% were applied for gold and silver respectively. |
|--------|----|---------------------------------------------------------------------------------------------|

|   | c. | Bisha Supergene zone; recoveries of 83.3%, 55.5% and 70% were applied for copper, gold and silver respectively. |
|--------|----|-----------------------------------------------------------------------------------------------------------------|

|   | d. | Bisha Primary zone; recoveries of copper to copper concentrate depended on estimated block grade; for Cu < 0.95, recovery was 50%; for Cu between 0.95 and 1.25, 60%; and for Cu > 1.25, 70%. Au and Ag recoveries to copper concentrate were 20% and 15% respectively to the copper concentrate; zinc recoveries to zinc concentrate were set at 80%. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | e. | Harena primary zone; based on test work, recoveries were varied by mineralization domain as follows: |
|--------|----|------------------------------------------------------------------------------------------------------|

|   | - Domains 101 and 103 recoveries to copper concentrate of 78% were applied for copper and recoveries of 30% and 40% were applied for gold and silver respectively. A zinc recovery to zinc concentrate of 84% was applied.
-  Domain 102 recoveries to copper concentrate of 72% were applied for copper and recoveries of 30% and 40% were applied for gold and silver respectively. A zinc recovery to zinc concentrate of 84% was applied.
-  Domain 110 recoveries to copper concentrate of 78% were applied for copper and recoveries of 30% and 40% were applied for gold and silver respectively. A zinc recovery to zinc concentrate of 83% was applied.
-  Domains 201 and 202 recoveries to copper concentrate of 89% were applied for copper and recoveries of 30% and 40% were applied for gold and silver respectively. A zinc recovery to zinc concentrate of 73% was applied.
-  Domains 210, 301 and 310 recoveries to copper concentrate of 86% were applied for copper and recoveries of 30% and 40% were applied for gold and silver respectively. A zinc recovery to zinc concentrate of 65% was applied. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Open Pit Mineral Resources are reported within the pit shell generated using the specified commodity prices, using NSR block grade cut-off derived as above. Tonnage is rounded to the nearest 10,000 tonnes and grades are rounded to two decimal places for copper and zinc, one decimal place for gold and zero decimal places for silver. Tonnages and grades for the Inferred category are further rounded reflecting the uncertainty that attaches to this category. Contained metal for copper and zinc are rounded to the nearest million pounds for Bisha and Harena. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| (5) | Tonnage and grade measurements are in metrics units. Contained gold and silver ounces are reported as troy ounces,   contained copper and zinc pounds as imperial pounds. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Stockpile tonnages are included in the total given in the tables for Bisha and Harena, with their resource category generally reflecting the underlying resource category from which they were derived. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (7) | Both the Bisha and Harena Primary Inferred Resources include an Underground Resource. These were derived by defining a shape around contiguous blocks outside the optimized resource pit shell, where an overall NSR of $100 was achieved. The value of NSR $100 represents the processing cost plus approximately $60/t mining cost. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (8) | Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
|-----|----------------------------------------------------------------------------------------------|

**Hambok and Northwest notes to be read in conjunction withthe Resource tables above:**

| (1) | No change has occurred to Hambok and Northwest since 2014 which used metal prices for copper, zinc, gold and silver of $3.35/lb, $1.05/lb, $1,350/oz and $23/oz, respectively. Mineral Resources are defined within an optimal LG Pit Shell. The mining cost and total ore based cost (process, G&A and stockpile rehandle) applied was approximately 10% below the long term view on costs with appropriate ore haulage costs for each satellite deposit. Overall pit slopes varied from 39 to 45 for Northwest and 40 overall for Hambok (preliminary assessment). NSR cut-off ($US/t) used were: |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | a. | Northwest: $40.70 for Oxide Phase, $39.70 for Supergene and Primary Phase. |
|--------|----|----------------------------------------------------------------------------|

|   | b. | Hambok: $44.45 for Oxide Phase and $43.45 for Primary Phase. |
|--------|----|--------------------------------------------------------------|

| (2) | Net Smelter Return values were calculated for each block using all resource categories, metal prices, recoveries, appropriate smelter terms and downstream costs. Metallurgical recoveries, supported by metallurgical test work, were applied as follows: |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | a. | Northwest oxide zone; recoveries of 88% and 22% were applied to gold and silver respectively. |
|--------|----|-----------------------------------------------------------------------------------------------|

|   | b. | Northwest Supergene zone; recoveries of 87%, 46% and 50% were applied for copper, gold and silver respectively. Zinc has not been assigned a recovery as the values are isolated on the fringes of the deposit. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c. | Northwest Primary zone; recoveries to copper concentrate of 87%, 36% and 29% were applied for copper, gold and silver respectively. Recoveries to zinc concentrate of 81%, 36% and 29% were applied for zinc, gold and silver respectively. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d. | Hambok oxide zone; recoveries of 88% and 22% were applied to gold and silver respectively. |
|--------|----|--------------------------------------------------------------------------------------------|

|   | e. | Hambok; recoveries to copper concentrate of 88%, 87%, 36% and 29% were applied for copper, zinc, gold and silver respectively. Preliminary metallurgical characterization studies, but not full testing, have been completed for Hambok. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Mineral Resources are reported within the pit shell generated using the specified commodity prices, using NSR block grade cut-off derived as above. Tonnage is rounded to the nearest 10,000 tonnes and grades are rounded to two decimal places for copper and zinc, one decimal place for gold and zero decimal places for silver. Tonnages and grades for the Inferred category are further rounded reflecting the uncertainty that attaches to this category. Contained metal for copper and zinc are rounded to the nearest million pounds for Bisha and Harena. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Tonnage and grade measurements are in metrics units. Contained gold and silver ounces are reported as troy ounces, contained copper and zinc pounds as imperial pounds. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Asheli notes to beread in conjunction with the Resource table above:**

| (1) | Mineral Resources are defined within an interpreted massive sulphide body. No cutoffs have been applied due to the dimensions and continuity of the mineralisation, and the low confidence in the local grade estimate as reflected in the resource  classification. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Tonnage is rounded to the nearest 10,000 tonnes and grades are rounded to two decimal places for copper and zinc, one decimal place for gold, and zero decimal places for silver. Contained metal for copper and zinc are rounded to the nearest million pounds. Contained metal for silver is rounded to the nearest 10,000 ounces and gold is rounded to the nearest 1,000 ounces. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Tonnage and grade measurements are in metrics units. Contained gold and silver ounces are reported as troy ounces, contained copper and zinc as avoirdupois pounds. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | An open pit optimisation failed to produce any optimal pit. The resource is being considered as having potential for underground mining. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
|-----|----------------------------------------------------------------------------------------------|

**Stockpile notes to beread in conjunction with the Resource table above:**

| (1) | Measured Oxide comprises Bisha LTS (Long Term Stockpile) and Harena MOP stockpiles. |
|-----|-------------------------------------------------------------------------------------|

| (2) | Measured Supergene comprises Bisha LTS stockpiles. |
|-----|----------------------------------------------------|

| (3) | Measured Zinc only comprises Bisha ROM, River Bed and LTS Boundary Ore that has been stockpiled during the mining of the Primary ore; processing of this to date has produced a Zn Concentrate only. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Measured Primary comprises Bisha ROM and Crushed Ore stockpiles. |
|-----|------------------------------------------------------------------|

| (5) | Inferred Oxide comprises River Bed Pyrite Sand, North Dump and Bisha LTS Hangingwall Copper Ore; further metallurgical studies are required to finalize a metallurgical treatment flowsheet for this material. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Stockpiles are estimated by multiplying their surveyed volumes with a loose density derived by factoring their measured insitu density by an appropriate swell factor. Grades are taken from their insitu grade as estimated by close spaced grade control drilling. Tonnage is rounded to the nearest 10,000 tonnes and grades are rounded to two decimal places for copper and zinc, one decimal place for gold, and zero decimal places for silver. Contained metal for copper and zinc are rounded to the nearest million pounds. Contained metal for silver is rounded to the nearest 10,000 ounces and gold is rounded to the nearest 1,000 ounces. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| (7) | Rounding may result in apparent summation differences between tonnes, grade and contained metal content. |
|-----|----------------------------------------------------------------------------------------------------------|

| (8) | Tonnage and grade measurements are in metrics units. Contained gold and silver ounces are reported as troy ounces, contained copper and zinc pounds as imperial pound. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Mineral Reserves** |
|----------------------|

TheProven and Probable Mineral Reserves at the operation have been classified inaccordance with the 2014 CIM Definition Standards for Mineral Resources andMineral Reserves.  Mineral Reserves were defined within a mine plan, with openpit phase designs guided by Lerchs-Grossmann optimized pit shells, generatedusing long-term metal prices for zinc, copper, gold, and silver of $1.10/pound,$2.90/pound, $1,200/ounce, and $17.00/ounce respectively. These prices werebased on Consensus Market Forecasting that can be applied on long term projectssuch as Bisha.

Afterdepletion of Oxide and Supergene ore, Bisha and Harena pits now contain onlyPrimary ore.

Mine design input parameters had mixed influences on theReserve estimation. Compared to last year both zinc and copper prices areincreased. The zinc recovery at Bisha Main has improved. On the other handoperating costs have been increased both for mining and processing. The copper recoveryhas also reduced by comparison with the recovery used in the 2016 Reserveestimate. The overall impact of changes in input parameters is slightlypositive at Bisha Main and slightly negative for Harena. The major change isrelated to the improvements made in recovering some of the long-term stockpilesafter new metallurgical test work and full-scale trials. Considering 2.1 Mt ofdepletion during 2017 and increased operating costs, the Company managed to increasethe mineral Reserve by 1.0 Mt. This was possible primarily because of a) the positiveresults of new test work on long-term stockpiles; b) better zinc and copperprices; and c) improved zinc recovery from the Bisha Main pit. 

The NSR Cutoffs (per tonne) are: $42.26 for Bisha; $44.82for Harena and $47.06/t for zinc-only stockpiles.

Pit slope design criteria reflect no change from theprevious Reserve estimate with overall pit slopes varied from 31.0° to 44° forBisha, and from 29° to 35.5° for Harena. Revenue will continue to be generatedfrom the sale of copper and zinc concentrates which contain payable co-productsof gold and silver. For Mineral Reserve purposes, the assumption was thatsaleable zinc and copper concentrates are produced from Bisha main primary orewith 48% Zn and 20% Cu grade respectively. The quality of concentrates producedfrom Harena pits are expected to be higher 50% Zn and 25% Cu for Zinc andCopper concentrates respectively. 

To capture the multi-rock ore types, variable recoveriesby rock type, and multi-element complexity NSR values were calculated for blockvaluation.  The NSR grade determination considers the recoveries, concentrategrades, and penalties (where applicable) for each rock type, and applies themetal prices as noted above and various cost parameters, resulting in a netvalue per tonne of ore, inclusive of all costs outside the mine gate. OnlyMeasured and Indicated Mineral Resources were considered for processing.Inferred Mineral Resources were treated as waste.

The waste and ore-based costs applied for pitoptimization and mine planning for the 2017 Mineral Reserve estimate were basedon 2018 budget costs developed by BMSC. The mining cost (inclusive of loading,hauling, and support including maintenance) was $2.61 per tonne, plus anappropriate incremental haulage cost per bench. The total ore-based costs forBisha (ore control, geology, lab services, process, G&A and stockpilere-handle) totaled $42.26 for primary ore. For Harena, the ore-based costsinclude an additional $2.56 per tonne for overland ore haulage.

Because the mineralization-waste delineation wasperformed using an NSR block value, net of downstream costs, the totalore-based cost represents the marginal break-even cut-off grade for pitoptimization and mine planning purposes.

The Mineral Resource estimates for Bisha and Harena areundiluted.  A 0.50 meter dilution skin was added at the time of ore and wastedelineation for mine planning purposes (i.e., as a part of the Mineral Reservesprocess).  Dilution is calculated to be 3% at both Bisha main and Harena pit.Two percent (2%) mining loss adjustments were made in both Bisha main andHarena pits.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

Factors that may affect the mineral reserve estimatesinclude dilution; metal prices; smelter, refining, and shipping terms;metallurgical recoveries and geotechnical characteristics of the rock mass;operating cost estimates; and effectiveness of surface and groundwatermanagement.

The QPs who prepared this information were of the opinionat the time that these potential modifying factors had been adequatelyaccounted for, and therefore the mineral resources within the mine plan couldbe converted to mineral reserves. Factors that may affect the reserve reportedin this section are as follows: 

-  Commodity    price assumptions.
-  The    actual Zinc and Copper metallurgical recovery 
-  Mining,    processing, off-site and general and administration costs
-  Slope    designs

The summary of the updated 2017 Mineral Reserves is shownin the following tables.

| **Table 3.1 Mineral Reserve Estimate (Combined Bisha and Harena)    Anoush Ebrahimi, P.Eng, Ph.D., effective December 31, 2017** |
|----------------------------------------------------------------------------------------------------------------------------------|

| **Category**         | **Quantity****(000’s t)** | **Grade**  | **Contained Metal** |
|----------------------|---------------------------------|------------|---------------------|
| **% Zn**             | **% Cu**                        | **g/t Au** | **g/t Ag**          | **'000 lbs  Zn** | **'000 lbs Cu** | **'000 Ozs Au** | **'000 Ozs  Ag** |
| Proven               | 316                             | 7.92       | 1.16                | 0.69 | 51 |      55,175 | 8,081 | 7 |      518 |
| Probable             | 8,163                           | 6.19       | 1.07                | 0.72 | 46 | 1,113,797 | 178,932 | 175 | 11,283 |
| **Total  (P&P)** | **8,479**                       | **6.25**   | **1.07**            | **0.72** | **47** | **1,168,973** | **187,013** | **182** | **11,801** |

| **Table 3.2 Bisha Mineral Reserve Estimate    Anoush Ebrahimi, P.Eng, Ph.D., effective December 31, 2017** |
|------------------------------------------------------------------------------------------------------------|

| **Category**         | **Quantity****(000’s t)** | **Grade**  | **Contained Metal** |
|----------------------|---------------------------------|------------|---------------------|
| **% Zn**             | **% Cu**                        | **g/t Au** | **g/t Ag**          | **'000 lbs  Zn** | **'000 lbs Cu** | **'000 Ozs Au** | **'000 Ozs  Ag** |
| Proven               |   316                      | 7.92       | 1.16                | 0.69 | 51 | 55,175 |     8,081 | 7 | 518 |
| Probable             | 6,046                           | 7.09       | 1.16                | 0.75 | 53 | 944,845 | 140,661 | 133 | 9,377 |
| **Total  (P&P)** | **6,362**                       | **7.13**   | **1.16**            | **0.75** | **53** | **1,000,020** | **148,742** | **140** | **9,896** |

| **Table 3.3 Harena Mineral Reserve Estimate    Anoush Ebrahimi, P.Eng, Ph.D., effective December 31, 2017** |
|-------------------------------------------------------------------------------------------------------------|

| **Category**        | **Quantity****(000’s t)** | **Grade**  | **Contained Metal** |
|---------------------|---------------------------------|------------|---------------------|
| **% Zn**            | **% Cu**                        | **g/t Au** | **g/t Ag**          | **'000 lbs Zn** | **'000 lbs Cu** | **'000 Ozs Au** | **'000 Ozs****Ag** |
| Probable            | 2,117                           | 3.62       | 0.82                | 0.62 | 28 | 168,952 | 38,271 | 42 | 1,906 |
| **Total (P&P)** | 2,117                           | 3.62       | 0.82                | 0.62 | 28 | 168,952 | 38,271 | 42 | 1,906 |

Notesto be read in conjunction with the Reserve tables above:

|   | (1) | Bisha and Harena reserve contain Primary ore. Other types of resources are either depleted or not included in the pit. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------|

|   | (2) | NSR Cut-Off ($/t): $42.26 at Bisha Main, and $44.82 at Harena. Mineral Reserves are defined within a mine plan, with phase designs guided by Lerch-Grossman (LG) Pit Shells, generated using metal prices of $1.10/lb Zn, $2.90/lb Cu, $1,200.00/oz Au, $17.00/oz Ag. The total ore-based cost (process, G&A) is $42.26/t for primary fresh ores. Harena ore-based costs include an additional $2.56/t overland ore haulage cost. The total ore-based cost (process, G&A) is $47.06/t for zinc-only stockpiles. Overall pit slopes varied from 38° to 44° for Bisha Main and from 29° to 36° for Harena. |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | The reference mining cost at Bisha Main pit is $2.61/t, plus $0.015/t/5 m bench for ore and waste below reference elevations of 560 m amsl for Bisha. The reference mining cost at Harena pit is $2.53/t, plus $0.015/t/5 m bench for ore and waste below reference elevations of 600 m amsl for Bisha. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| (4) | Economic values for multi-metal, multi zones were modelled using NSR values. Each block NSR value was calculated using diluted grades, metal prices, recoveries and appropriate smelter terms and downstream costs. Metallurgical recoveries, supported by metallurgical test work, were applied as follows: |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | a. | **Bisha Main pit**: Two concentrates are produced from primary ore, copper and zinc concentrates. A variable copper recovery of 50%, 60% or 70% were applied based on copper feed grade. The weighted average copper recovery for the reserve is 59%. Gold and silver are recovered in copper concentrate and the related recoveries are 15% and 27% respectively. For zinc concentrate a constant 80% recovery has been applied to zinc. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | a.1. | Zinc concentrate grade for Bisha Main pit is 48% |
|--------|------|--------------------------------------------------|

|   | a.2. | Copper concentrate grade for Bisha Main pit is 20% |
|--------|------|----------------------------------------------------|

|   | b. | **Harena pit**: copper and zinc recoveries vary based on geological domain. Zinc recovery vary from 65% to 84% Copper recovery varies between 78% and 89%. Gold and silver recoveries are 30% and 40% for all domains. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | b.1. | Zinc concentrate grade for Harena is 50% |
|--------|------|------------------------------------------|

|   | b.2. | Copper concentrate grade for Harena is 25% |
|--------|------|--------------------------------------------|

|   | Gold and silver in Harena are recovered in copper concentrate and the related recoveries are 30% and 40% respectively. |
|--------|------------------------------------------------------------------------------------------------------------------------|

| (5) | Mineral Reserves are reported within Bisha Main and Harena ultimate pit designs, using NSR block grade, where the marginal cut- off is the total ore based cost stated above. Quantities are rounded to the nearest 1,000 tonnes. All grades are rounded to two decimal places except for silver that is reported with no decimal places. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Rounding as required by reporting guidelines may result in apparent summation differences between quantities, grades and contained metal. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------|

| (7) | Quantity and grade measurements are in metrics units. Contained gold and silver are reported as troy ounces, contained copper and zinc as imperial pounds. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (8) | The life of mine strip ratios (waste to ore ratio by weight) are Bisha Main = 6.45:1 and Harena = 7.70:1. |
|-----|-----------------------------------------------------------------------------------------------------------|

| (9) | 0.5 m "skin" of dilution is applied at ore/waste contacts. Average dilution is measured at 3% in both Bisha and Harena. |
|-----|-------------------------------------------------------------------------------------------------------------------------|

| (10) | Includes a mining loss adjustment of 2%. |
|------|------------------------------------------|

| (11) | Topography as at 31 December 2017 was used for this estimate. |
|------|---------------------------------------------------------------|

| (12) | The Bisha Main reserve includes 603 kt of existing stockpiles. Stockpiles consist of 64 kt of short term stockpiles at the crusher and 540 kt of zinc-only long-term stockpiles. Although zinc-only stockpiles contain copper, gold and silver, due to metallurgical complexity it is expected to recover only zinc. Zinc recovery for stockpiles is estimated to be 80%. The zinc concentrate produced using zinc-only stockpiles will contain 45% zinc. |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (13) | All amounts are expressed in U.S. dollars ($), unless otherwise indicated. |
|------|----------------------------------------------------------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Mining  Operations** |
|------------------------|

The table belowhighlights the three-year key mine and process metrics at Bisha.

| **Table 4.1 Key Production Highlights – 3 Year History** |
|----------------------------------------------------------------|

|                                               | **2017**   | **2016**  | **2015**   |
|----------------------------------------------------|------------|-----------|------------|
| Oxide ore mined, tonnes                            | -          | -         | 240,000    |
| Supergene ore mined, tonnes                        | 70,000     | 902,000   | 2,064,000  |
| Primary ore mined, tonnes                          | 1,980,000  | 2,741,000 | 846,000    |
| Waste mined, tonnes                                | 15,960,000 | 9,367,000 | 10,654,000 |
| Strip ratio, (using tonnes)                        | 7.8        | 2.6       | 3.4        |
|                                               |       |      |       |
| Processing – supergene ore:                  |       |      |       |
| Tonnes milled                                      | --         | 1,055,000 | 1,929,000  |
| Copper feed grade, %                               | --         | 2.8       | 3.9        |
| Recovery, % of copper                              | --         | 85.2      | 82.6       |
| Copper in concentrate produced, millions pounds    | --         | 55.8      | 135.9      |
|                                               |       |      |       |
| Processing – primary ore:                    |       |      |       |
| Tonnes milled                                      | 2,233,000  | 1,223,000 | --         |
| Zinc feed grade, %                                 | 6.2        | 5.7       | --         |
| Copper feed grade, %                               | 1.0        | 0.9       | --         |
| Recovery, % of zinc                                | 69.0       | 58.8      | --         |
| Zinc in concentrate produced, millions of pounds   | 210.4      | 90.2      | --         |
| Recovery, % of copper                              | 36.0       | -         | -          |
| Copper in concentrate produced, millions of pounds | 17.5       | -         | -          |

The original Bisha Main pit consisted of two sections onesmaller section in north and the main pit in sout. North section of theultimate pit is depleted in 2017 and now partially is being used for in-pitwaste dump. The remaining ultimate Bisha Main pit is planned to beapproximately 815 meters long and 660 meter wide.  The maximum planned slopeheight that is in east side of south pit is 270 meters. 

Geotechnical domains have been revised and were updatedin 2017, with updated slope design recommendations having been provided foreach design sector in each geotechnical domain. Design sectors are defined bythe average azimuth of the planned wall orientations, based on geologicalstructural controls on slope stability. Geotechnical domainsresult from the combination of structural domains and geotechnical units,resulting in ten discrete geotechnical domains within the footwall, and eightwithin the hanging wall. Recommended inter-ramp angles vary from 41° - 46°depending on the design sector and geotechnical domain. The 2016 geotechnicaldesign recommendations predominantly resulted in minor increases of slopeinter-ramp angles due to the increased level of knowledge and data accuracy. All of the slope designs assume that controlled blasting will be undertaken forthe final walls of the pit.

Depressurization of the open pit slopes is required toachieve the open pit slope design in some areas of the pit, and is carried outthrough the installation by drilling sub-horizontal depressurization drainageholes. Dewatering of the open pit floor is conducted primarily through the useof in-pit sumps. In-pit vertical dewatering bores have proven to be ineffectivedue to the restricted nature of the flow paths being located on discrete andpredominantly sub-vertical structures making intersection with a dewateringbore difficult to achieve.

The Bisha and Harena deposits are being mined byconventional truck and shovel open pit mining methods.  

The Harena deposit is scheduled to recommence mining atthe tail end of the Life of Mine after the Bisha Main pit is complete. Theoriginal Bisha pit consisted of nine individual pit phases (although inmid-2015 there was a suspension of waste mining pending further investigationof Phase 9 economics), where the first three phases targeted oxide oreproduction, the second three targeted supergene ore production, and the finalthree phases planned to target primary ore production.  The oxide pit phaseshave now been exhausted, as have Phases 4, 5 and 6 which provided supergeneore. Stripping for the primary mineralization started with Phase 8 in late 2013and Phase 9 in 2014 and a re-optimization resulted in the suspension of Phase 9stripping from mid-2015 while ongoing updated LOM and underground scoping studyvalue optimization investigations were carried out.  Phase 9 was removed fromthe Mineral Reserves in 2017; however, the Company continues to study theeconomics of the remaining ore resources located underneath the Phase 8 pitdesign.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

The Harena pit features two pit phases, one targetingoxide production (which was mainly completed in mid-2013 with some remnantmaterial remaining), and the final phase targeting primary production to be minedonce mining is complete at Bisha Main and the mobile equipment fleet can beredeployed.  The Harena pit is currently inactive for mining but additionalexploration drilling was completed during both 2016 and 2017 with explorationdrilling continuing to highlight growing potential at depth for undergroundmining.  The Company continues to evaluate the mineral resources below thecurrently planned open-pit cut back.

Although the initial oxide production phase of theoperation is complete, oxide ore has since been mined and placed in stockpiles. The higher grade portion of these stockpiles (approximately 135,000 tonnes) wasdirectly shipped and sold during 2016 and 2017, realizing approximately 105,000equivalent gold ounces.  There now remain approximately 100,000 tonnes oflower-grade oxide ore that will be processed at the end of the mine life.  

The open pit designs for Bisha Main include double laneramp design widths of 24 meters, based on 3.5 times the width of the Cat 775truck, ramp gradient of 10%, and smoothing of walls in areas where convex“noses” may potentially cause geotechnical issues. 

The mine plan for the current December 31, 2017 mineralreserves was developed using an average throughput of 2.4 million tonnes perannum for all ore materials. Drilling and blasting will be performed on 5 meterbenches in ore and waste ranging between 5 and 10 meters.  The mine isscheduled to work 360 days a year, with five days allowed for delays due toweather disruptions.  The plant is scheduled to operate 365 days a year.

The mine delivers ore to the ROM pad, where it is sorted intoseveral different short-term stockpiles.  This ore is then reclaimed by afront-end loader to the crusher, following a blending plan that is provideddaily and modified as required based on process plant performance.  Longer-termstockpiling of non-oxide material has been minimized to limit potential oxidization.

Bisha has three different types of mineralization –oxide, supergene, and primary – each requiring a specific process flow sheet. The plan in the 2006 Bisha Feasibility Study was to mine and process each zonein succession starting with the top oxide zone (now ceased).  The oxide plantfacilities included a primary jaw crusher, a single Semi-Autogenous Grindingfollowed by single ball grinding mills, cyanide leach/carbon-in-leach circuit,cyanide destruction circuit, refinery to produce doré bullion, tailingsthickener, tailings discharge system, and the necessary reagent, water, and airsystems. Additional process equipment as part of the copper flotation plant totreat the supergene mineralization was commissioned by mid-2013 and installeddownstream of the crushing and grinding “front end” part of the carbon-in-leachplant which treated the oxide ore.  This equipment consists of flotation cellsfor copper roughing and cleaning requirements, regrind mills for size reductionof rougher concentrate, copper concentrate thickener and pressure filters, acopper concentrate load-out building, copper flotation reagent systems,flotation air blowers, and pressure filter air compressors.  A decision wasmade in 2014 and construction completed in Q1 2016 to replace the 4 x Metsovertical regrind mills in the copper flotation plant with an IsaMillTMregrind mill, to be commissioned in Q2 2016.  A near identical duplicate ofthis copper flotation circuit has been constructed downstream for the zincflotation circuit, that was commissioned in June 2016.

Due to the sub-horizontal and undulating contact betweenthe supergene and primary mineralized materials, there could be a multi-yearperiod where both minor amounts of supergene and dominant primary materials aremined and processed during 2017 and through 2019.  During this overlap period,both supergene and primary ores could be treated in campaigns of appropriatedurations.  Some stockpiling of supergene and primary mineralization types hasand will continue to occur.  The effect of any possible sulphide mineraloxidation on flotation performance is expected to be minimized by managementpractices currently used in the base metal sulphide sector, such as reducedwetting of broken ore.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

At December 31, 2017, there were four distinct types ofstockpiled material – 2,296,000 tonnes of primary ore, which is predominantly“boundary” or “zinc-only” ore material that is more difficult to treat, 80,000tonnes of supergene ore, 290,000 tonnes of oxide ore, and 395,000 tonnes of pyritesand material.

In Q2 2017, all of the non-current stockpiles, comprisedof boundary ore, oxide ore, and pyrite sand material, were excluded from theCompany’s mineral reserves and accordingly were written down for accountingpurposes at that time. During H2 2017, however, the Company undertook furthertest work on the boundary or zinc-only ore stored in stockpiles by conductingprocessing campaigns of this material through the plant, utilizing newminerology identification, operating parameters and reagents customized forthis ore characteristic. These plant trials did not attain any satisfactoryrecovery of copper into copper concentrate but did achieve high recoveries ofzinc into zinc concentrate when both flotation circuits were dedicated to zinc recoveryonly.

Based on the successful recovery of zinc from theseproduction trials, the Company is now confident that the improved metallurgicalperformance can be consistently replicated for at least a portion of theremaining zinc-only ore in stockpiles. The zinc-only stockpiles are nothomogenous with known variations in grades and mineralogy, and have beensegregated into different stockpiles based on these characteristics. TheCompany assessed the recoverability of the previously written-down amounts atDecember 31, 2017 using the metallurgical recovery rates and zinc concentratequalities attained from the trials in computing the net realizable values forthe various zinc-only stockpiles. In total, approximately 230,000 tonnes of thezinc-only ore was successfully processed in H2 2017 with zinc recovery reachingclose to 80% and average zinc concentrate grades approaching 45%. No quantitiesof copper concentrate were produced during these trials; however, the high andmedium grade zinc-only ore stockpiles are demonstrably economic assumingsimilar processing parameters achieved in 2017, and using current estimates forzinc prices and operating costs including off-site charges. Based on currentassumptions for zinc metal prices, commercial terms and operating costs, theCompany has made an impairment reversal as at December 31, 2017 of $13.1million for the original costs (prior to impairment) associated with theapproximate 600,000 tonnes of zinc-only ore containing economic grades. The600,000 tonnes of material on which the reversal of impairment was recordedhave been classified as long-term inventory as no quantities of this stockpileare expected to be processed in 2018. Additionally during 2017, the Companyalso reversed $6.5 million of the previously recognized impairment related tomaterial that was successfully processed in 2017.

The remaining quantities of lower grade zinc-only ore,oxide ore and pyrite sand ore that were written down in Q2 2017 remain fullyimpaired for accounting purposes as of December 31, 2017.

The Company undertook a specialized mill campaign inSeptember 2017 to process its supergene stockpiles as the Company continues toperiodically mine small pockets of supergene ore in the main Bisha ore bodyduring the primary phase. Laboratory test works conducted on ore samplesindicated a favourable metallurgical response and the production of copperconcentrates at good recoveries. However, the Bisha Mine was unable toreplicate the positive lab results in the plant, and after a short run ofsupergene ore during September where no production of saleable copperconcentrates was achieved, the campaign was halted in order to preserve theremaining stockpiled material. The Company will study the campaign outcomes,and will conduct more metallurgical tests and sampling with the aim of findingan economic solution to treating the remaining supergene stockpiles in a futureperiod. During the brief supergene campaign, approximately 20,000 tonnes ofmaterial were processed.

| 51 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

The composition of stockpiled materials as at December31, 2017 is as follows:

| **Table 4.2 Stockpiled Materials** |
|------------------------------------|

|             | **Total** | **Current** | **Non-current** | **Written-down(1)** |
|------------------|-----------|-------------|-----------------|---------------------|
| Primary  ore     | 2,140,000 | 40,000      | 600,000         | 1,500,000           |
| Supergene  ore   | 80,000    | -           | 80,000          | -                   |
| Oxide  ore       | 106,000   | -           | -               | 106,000             |
| Pyrite  sand ore | 395,000   | -           | -               | 395,000             |

| (1) | The carrying value of these stockpiled materials   remain fully impaired for accounting purposes as at December 31, 2017. |
|-----|---------------------------------------------------------------------------------------------------------------------------|

| **Underground ScopingStudy** |
|------------------------------|

In Q2 2015, Nevsun commissioned SRK Consulting (Canada)Inc. to conduct an internal conceptual study of the potential for undergroundmining at Bisha and Harena as well as to conduct a Life of Mine optimizationstudy considering all Bisha regional resources. As this optimization study usedinferred mineral resources, no mineral reserves had been estimated. The statusof those assessments from end of 2015 for Harena and Bisha are outlined below.The deposits at Hambok and Northwest remain of interest, but of lower priority,for potential eventual economic extraction based upon a number of variablesincluding size, projected costs and metal prices.  As the assessments of Hambokand Northwest were less encouraging as compared with Harena and Bisha, theCompany elected to allocate investment capital to Harena and Bisha in 2017 withlimited investment for Hambok and Northwest. Nevsun continues to studyunderground mining potential at Bisha.  Ongoing work is being carried out atthe Harena, Bisha and Asheli deposits to evaluate this potential.

**Bisha Underground**

Ongoing investigations since H2 2015 continued to assessthe reasonable prospects of eventual economic extraction of the currentlydefined Indicated and Inferred mineral resources at Bisha Main pit by means ofunderground mining methods. Conceptual mining constraints were used to assessthe potential optimum interfaces between open pit mining and underground miningfor the purposes of updating future mineral reserves and the associatedproduction profile which may be revised as a result. The interim results of theongoing internal study indicated that underground mining at Bisha Main Pit wasplausible and that some of the material currently in the open pit mine plan maybe more economic if extracted by underground bulk mining methods as comparedwith high strip ratio open pit cutbacks.  Nevsun completed a preliminaryeconomic assessment (PEA) level study of underground potential at the BishaMain deposit which was detailed in the 31 December, 2016 Technical Report. Nevsun continues to evaluate underground potential at Bisha Main, inconjunction with the open-pit mining operations.   

**Harena Underground**

Nevsun completed a PEA level study of underground mining,detailed in the 31 December, 2016 Technical Report.  The findings based uponthis Mineral Resource implied a potentially mineable deposit with marginaleconomics that remains sensitive to metal prices and metallurgical recoveries.The Company continues to evaluate underground potential at Harena.  

| 52 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Capital and OperatingCosts** |
|--------------------------------|

Capitaland operating costs for the Bisha Property are shown in the table below.

| **Table 4.3 Capital and Operating Costs (‘000s)** |
|---------------------------------------------------------|

|                                                                                           | **2017 Actuals $** | **2018 Outlook $** |
|------------------------------------------------------------------------------------------------|--------------------|--------------------|
| **Operating Expenses**                                                                         | 188,423            | 150,000            |
| **Capital Expenditures:**                                                                      |               |               |
|        Exploration  (capitalized and expensed)                        | 11,322             | 7,000              |
|        Sustaining Capital (including expansion  of tailings facility) | 26,082             | 15,000             |
| **Total Capital Expenditures**                                                                 | 37,404             | 22,000             |

Operating expenses include mine operating costs as wellas commercialization costs comprised primarily of trucking, port and shippingcosts.

| **Metallurgical Test Work and Process Plant Design** |
|------------------------------------------------------|

The Bisha Property mineral resource contained three oretypes: a gold and silver bearing oxide cap, underlain by a more complexsecondary copper mineralized supergene ore which was in turn underlain byprimary copper-zinc ore where chalcopyrite (copper) and sphalerite (zinc) arethe main economic minerals.

Aftercommissioning of the zinc flotation plant expansion in mid-2016, the actualmetallurgical performance was not as expected due to challenges with theprimary ore and pre-activation of the zinc ore sphalerite in the coppercircuit.  This resulted in dilution of the concentrate produced from the copperflotation circuit with much higher than planned zinc and pyrite reporting tothe concentrate, leading to a saleable bulk zinc rich concentrate in additionto the good quality zinc concentrate produced from the newly expanded zincflotation circuit.

Bishaexpects to achieve improved zinc and copper recoveries from primary ore in2018. An ongoing program of metallurgical improvement is yielding improvementsin copper recoveries at Bisha. Recent work has focused on reagent optimisationand further work is planned on water quality and tighter pH control within theflotation circuit. Processing of stockpiled zinc-only ore which adverselyimpacted 2017 overall metallurgical performance, is not planned in 2018.  

During2017, stockpiles of ‘zinc only’ ore (previously described as"boundary" material) were processed, due to a shortage of freshprimary ore in the Bisha Main pit.  Zinc-only ore does not result in anyrecovery of copper into copper concentrate.  This factor impacts theoverall copper recovery due to the presence of non-recoverable copper in thezinc-only ore.

Concentrateis loaded from the dewatered mine site stockpile, sealed in special shippingcontainers and transported to the existing container port of Massawa on the RedSea by truck. The concentrate is exported using a proven system with industryleading environmental controls. The sealed containers are stockpiled in Massawaat the container port facilities while waiting for ship arrival. The mobile crane system then lifts thecontainers with a specialized 360-degree rotating spreader (termed a Rotainersystem) and discharges the concentrate from the containers into bulk vessels. Theempty containers are returned to the Bisha Mine for re-loading. The bulkvessels deliver the concentrate to copper smelters worldwide.

| **Mine Wasteand Water Management** |
|------------------------------------|

Waste rock from the Bisha open pit isbeing placed in two separate waste rock dumps, non-acid generating (“NAG”) andpotentially acid generating (“PAG”). The decision on where to place futurewaste rock excavated during pit stripping is based upon waste rockcharacterization. Waste rock characterization at Harena has indicated there isno potential acid generating for the oxide zone and consequently no requirementfor drainage and sump systems. Waste rock dump locations are determined takinginto account the level of environmental impact, optimizing mining operations,and permit expansion of mining areas based on further exploration programs. TheBisha PAG waste rock dump has been designed with a compacted low permeable soilbase layer, drainage and seepage collection system, and sumps to facilitatere-use of any seepage in the process plant should it occur. Design criteria atboth pits allows for gravity drainage to the open pits on closure.  PAG wastewill be encapsulated with NAG waste rock to control potential acid leachategeneration.

| 53 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

Tailings generated from the processes are pumped to the TailsManagement Facility (TMF) situated to the north of the process plant. Siteselection of the TMF was based on storage characteristics of the basin andnatural topography, extent of environmental impact and embankment constructionrequirements.  The TMF is lined with an impermeable High Density Polyethyleneliner to reduce any potential impact to groundwater aquifer and/or downstreamusers and is subject to regular geotechnical inspections to monitor wallintegrity.  Tailings deposited since commissioning is approximately 12.3million tonnes (4.5 million tonnes from the oxide zone and 4.8 million tonnesfrom the supergene zone and 3.0 million tonnes from the primary zone). A returnwater methodology of operation ensures re-use of this valuable resource as faras practicable but further work was undertaken in 2016 to further improve TMFreturn water rates.  The first 3 meter lift of the existing TMF was completedin April 2014 and another lift commenced in Q4 2016 due for completion Q1 2018.

Natural acid generation from the sulphides of thesupergene zone is a new issue in the pit and steps were put in place tomitigate this influence on the environment by sending all pit water to thelined TMF.  BMSC is currently in the process of upgrading its TMF return waterneutralization circuit that will have sufficient capacity to manage both TMFreturn water and pit water.

Surface water flow in the project area is non-existentfor much of the year; however, river and stream flow can be significant duringprecipitation events.  Three separate diversions in the Ferektatet River ensurethat storm water is directed away from operations to both the east (ShateraRiver) and the west (Mogoraib River). Groundwater is the main water source forthe process plant, the volume of which is reduced by a zero discharge policy,judicious re-use of poor quality pit sump water and maximum use of dewateringwell waters.  

| **Socioeconomicand Environmental Assessment and Approval** |
|------------------------------------------------------------|

The environmental assessment phase of Bisha Minecommenced with baseline studies in 2004. The Eritrean Ministry of Energy andMines approved the Terms of Reference for the SEIA project in March 2006 andthe SEIA was completed in December 2006.  During 2009 the Company completed anupdate report which augmented the 2006 SEIA and addressed the revisions to theconfiguration of the project that had occurred since the 2006 Bisha FeasibilityStudy.  The project SEMPs were extended to capture the additional details ofthe project resulting from the advancement of engineering and development andto ensure full compliance with the Eritrean National Standards. The Companycontinues to consult and work closely with government ministries on matterspertaining to social and environmental aspects and will continue to do sothrough the LOM.  There have been no material adverse social or environmentalimpacts identified.

The Company is aligning its environmental systems with theIFC Performance Standards and developing its management plans accordingly.  Theplans have been subject to review by the host country, as well as part of anextensive due diligence by international bankers who at one time wereconsidered for funding.  The social and environmental plans have been implementedand have subsequently been audited by an independent third party. Stafftraining and engagement with local authorities, as well as significantemployment from both local and other in-country sources are key elements of theCompany’s social and environmental management.  Department heads for both humanresources and environment are experienced professionals with a solidunderstanding of local requirements as well as IFC Performance Standards.  TheCompany continues to place significant emphasis on all social and environmentalimpacts of its operations.

SEMPs are in place and serve to assist the Company inachieving compliance of the operation to both Eritrean legislation and wherethis is not available, to international best practice or standards. An in-housereview and update of the SEMPs was conducted during 2012 based on commentsreceived by the Impact Review Committee. An independent review and update ofthe SEMP was completed in Q2 2013 and has addressed the updated roles andresponsibilities in the SEMP. Internally, policies and statements of intenthave been developed with respect to environmental policy, water conservation,energy conservation, cyanide management and materials management. Thesepolicies will be augmented with training, awareness and toolbox talks, with thegoal of implementing these policies throughout the workforce. An extensiveenvironmental monitoring program which includes air quality (ambient andoperational dust and emissions), noise (ambient and operational), water qualitiesand quantities, and natural resources, to  measure the effectiveness of theproposed mitigation actions in the environmental management plans. 

| 54 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

The Company continues to consult and work closely withgovernment ministries through the submission of annual and quarterly reportsand quarterly inspections by the Impact Review Committee and will continue todo so throughout the LOM.  There have been no adverse social or environmentalincidents since the commencement of commercial operations.

| **Exploration andDevelopment** |
|--------------------------------|

Afurther $7 million in exploration investment is planned for 2018.  Key 2018exploration objectives which will be prioritized on a success basis foradditional work include:

-  Further    testing of the potential of the Asheli mineralized system, aimed at    incrementally expanding the main Asheli deposit and further testing the massive    sulphide mineralization encountered 200 meters to the north of a 6,386 line    kilometer VTEM survey over the newly acquired ground on the New Mogoraib River    and Tabakin Exploration Licenses and follow-up promising results with ground    geophysics and diamond drilling;
-  Continue    testing of the potential of the Asheli mineralized system searching for new    mineralized targets derived from the VTEM survey conducted in 2017 with an    emphasis on new target areas on the northwest portion of the Mogoraib    Exploration License, the Railway and Asheli trends, and following-up    encouraging nickel sulphide mineralization encountered to the north of Asheli    in 2017;
-  Continued    testing of known high priority greenfield targets on the New Mogoraib River and    Tabakin Exploration Licenses; and BMSC expects to drill in excess of approximately    15,000 of 31,500 meters during 2018.

| **Risk Factors** |
|------------------|

Risksand risk factors relating to the Company and its business are attached to thisAIF as Schedule “B” in addition to other financial risks which are set out in theCompany’s MD&A for the fiscal year ended December 31, 2017, all of whichare hereby incorporated by reference.

| Dividends |
|-----------|

NRL declared its first cash dividend of $0.03 per common shareon May 18, 2011. The second dividend was declared on November 21, 2011 for$0.05 per common share, giving shareholders an accumulated annual dividend of$0.08 per common share for a total declared dividend of $15.9 million.

In 2012 NRL declared two cash dividends of $0.05 percommon share ($0.10 per common share annually) on May 15, 2012 and November 15,2012 for a total declared dividend of $19.9 million.

In 2013 NRL declared two cash dividends of $0.07 percommon share ($0.14 per common share annually) on May 15, 2013 and November 14,2013 for a total declared dividend of $27.9 million.

In 2014 NRL declared a cash dividend of $0.04 per commonshare in the fourth quarter, payable on January 15, 2015, an increase of 14%from the cash dividends declared in the first three quarters of 2014 of $0.035per common share quarterly which were paid to shareholders on April 15, 2014,July 15, 2014, October 15, 2014, and January 15, 2015, respectively for a totaldeclared dividend of $28.9 million.

In 2015 NRL declared a cash dividend of $0.04 per commonshare in each quarter which was paid to shareholders on April 15, 2015, July15, 2015, October 15, 2015, and January 15, 2016, respectively for a totaldeclared dividend of $32.0 million.  

In 2016 NRL declared a cash dividend of $0.04 per commonshare in each quarter which was paid to shareholders on April 15, 2016, July 8,2016, October 14, 2016, and January 13, 2017, respectively for a total declareddividend of $40.1 million.  NRL intends to continue its policy of payingdividends to its shareholders on a quarterly basis.

In September 2016, the Company adopted aDividend Reinvestment Plan (“DRIP”) to offer shareholders an opportunity toincrease their investment in NRL without additional transaction costs byreinvesting their cash dividends into additional common shares of the Company.The shares are currently being issued from treasury at a 3% discount to theweighted average trading price of the common shares on the NYSE during the fivetrading days immediately preceding the dividend payment date.  The 3% discount willremain in effect for all cash dividends that may be declared, if any, byNevsun’s Board of Directors until otherwise announced.  Participation in theDRIP is optional and currently shareholders holding approximately 13% of theissued and outstanding shares of NRL have enrolled.

| 55 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

In 2017 NRL declared a cash dividend of $0.01per common share in each quarter which was paid to shareholders on April 13,2017, July 10, 2017, October 17, 2017, and January 17, 2018, respectively for atotal declared dividend of $12.1 million. 

| Description of Capital Structure |
|----------------------------------|

NRL has authorized capital of an unlimited number ofcommon shares without par value of which 302,321,670 are issued and outstandingat the date of this AIF.  All shares in the capital of NRL are of the sameclass.  The holders of common shares are entitled to dividends, if, as and whendeclared by the Board, to one vote per common share at meetings of theshareholders and, upon liquidation, to share equally in such assets of NRL asare distributable to the holders of common shares. NRL also has stock optionsoutstanding.  See the notes to NRL’s audited consolidated financial statementsfor the year ended December 31, 2017 for additional information regarding NRL’soptions. On May 3, 2017 the shareholders of NRL ratified a shareholder rightsplan (the “Rights Plan”) that was originally adopted on June 8, 2011.  TheRights Plan was adopted to provide the Board with more time to consideralternatives in the event of a takeover bid for the common shares of NRL. Acopy of the Rights Plan is available under NRL’s profile on SEDAR at www.sedar.com.

| Market for Securities |
|-----------------------|

NRL’s common shares have traded on the TSX sinceMarch 8, 1996 and on the NYSE American since January 12, 2005.  During the2017 financial year, the price of NRL’s common shares on the TSX ranged fromCAD$2.57 to CAD$4.59, with monthly trading volume on the TSX ranging from 7.3million shares in July to 20.2 million shares in March, with an average monthlyvolume of 13.6 million shares on TSX plus 17.8 million shares on NYSE American,for a total average monthly volume of 31.4 million shares.  There are noseasonal trends to fluctuations in volume or trading price.  The monthly high/lowtrading prices and closing prices on the TSX and monthly volume for 2017 are asfollows:

| **Common Shares** |
|-------------------|
| **CAD $**         | **High  ($)** | **Low  ($)** | **Close  ($)** | **Volume** |
| January           | 4.63 | 4.03 | 4.10 | 17,441,601 |
| February          | 4.26 | 3.01 | 3.34 | 16,734,101 |
| March             | 3.49 | 3.13 | 3.42 | 20,279,655 |
| April             | 3.54 | 3.01 | 3.03 | 16,762,358 |
| May               | 3.44 | 2,83 | 3.25 | 16,491,928 |
| June              | 3.40 | 2.98 | 3.13 | 13,447,771 |
| July              | 3.45 | 3.03 | 3.37 | 7,356,183 |
| August            | 3.43 | 2.49 | 2.66 | 14,435,519 |
| September         | 2.84 | 2.58 | 2.70 | 11,822,381 |
| October           | 3.20 | 2.55 | 3.04 | 12,263,643 |
| November          | 3.17 | 2.87 | 2.94 | 8,420,812 |
| December          | 3.11 | 2.73 | 3.06 | 8,011,583 |

Inaddition to trading on the TSX and NYSE American, NRL’s common shares alsotrade on various alternative exchanges (Alpha, Chi-X, CX2, Pure, Omega, TMXSelect, TriAct, LiquidNet, Instinet, Lynx, Aequitas) which all together andcumulatively trade significant volumes over the course of the year.  Thefollowing table shows the overall average monthly total volume for 2017 was 45.9million shares and 28.2 million shares on Canadian exchanges.

| 56 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

|                   | **Volume  all Canadian Exchanges** | **Volume  all USA Exchanges** | **Volume  Total** |
|------------------------|------------------------------------|-------------------------------|-------------------|
| January                | 33,268,824                         | 20,955,424                    | 54,224,248        |
| February               | 32,841,419                         | 23,473,924                    | 56,315,343        |
| March                  | 44,744,688                         | 26,318,257                    | 71,062,945        |
| April                  | 30,798,113                         | 12,791,075                    | 43,589,188        |
| May                    | 37,428,549                         | 20816448                      | 58,244,997        |
| June                   | 25,760,361                         | 10,724,245                    | 36,484,606        |
| July                   | 16,180,935                         | 10,906,033                    | 27,086,968        |
| August                 | 30,798,551                         | 26,973,038                    | 57,771,589        |
| September              | 25,386,988                         | 16,140,189                    | 41,527,177        |
| October                | 28,567,299                         | 21,535,718                    | 50,103,017        |
| November               | 20,142,917                         | 15,855,921                    | 35,998,838        |
| December               | 11,961,460                         | 7,600,067                     | 19,561,527        |
| **Cumulative Average** | 28,156,675                         | 17,840,862                    | 45,997,537        |

| Directors and Officers |
|------------------------|

| Name, Occupation and Security Holding |
|---------------------------------------|

The following table sets forth, for each director andofficer of NRL as of the date of this AIF, the name, municipality of residence,office, periods of service and the principal occupations in which each directorand executive officer of NRL has been engaged during the immediately precedingfive years.  Each director of NRL holds office until the next annual generalmeeting of the shareholders of NRL or until his/her successor is duly electedor appointed, unless his/her office is earlier vacated in accordance with thearticles of NRL or he/she becomes disqualified to act as a director.  The Boardappoints each executive officer.

| **Name, Municipality of Residence and****Position Held**                 | **Principal Occupation for the Past****Five Years**                                                                                                                                 | **Director Since** | **Number & Percentage of Shares Held** |
|--------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|--------------------------------------------|
| Ian W.  Pearce(1)(4)(5)  Oakville,  Ontario, Canada  Chair  and Director | Partner at X2 Resources LLP 2013-present; CEO Xstrata  Nickel 2006-2013                                                                                                             | January  2017      | 29,500                                     |
| Ian R.  Ashby(3)(4)(5)  Campbell,  California, USA  Director             | Non-Executive Director and Corporate Advisor 2012-present                                                                                                                           | January  2014      | 30,000 (<1%)                            |
| Geoffrey  Chater(2)(4)  Comox,  British Columbia, Canada  Director       | Principal of Namron Advisors, a capital markets  consultancy; President and CEO of Luna Gold Ltd. 2014-2015; Independent  Director to international resource companies 2011-present | June  2016         | 144,973 (<1%)                           |
| Anne E.  Giardini(1)(3)  Vancouver,  British Columbia, Canada  Director  | Chair of the Greater Vancouver Board  of Trade; President of Weyerhaeuser Company Limited  2008-2014                                                                                | May 2017           | 100,000  (<1%)                          |

| 57 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Name, Municipality of Residence and****Position Held**                                                           | **Principal Occupation for the Past****Five Years**                                                                                             | **Director Since** | **Number & Percentage of Shares Held** |
|--------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|--------------------------------------------|
| Peter  G.J. Kukielski  Vancouver, British Columbia, Canada  President, Chief Executive Officer,  Director     | CEO of NRL since 2017; CEO of Anemka  Resources 2014-2017; Chief Executive, Mining for ArcelorMittal 2008-2013                                  | May 2017           | 105,000 (<1%)                           |
| Stephen  V. Scott(2)(3)  West  Vancouver, British Columbia, Canada  Director                                       | CEO of Entrée Resources Ltd. 2015-present; various  executive positions with Rio Tinto 2000-2014                                           | June  2016         | 169,372 (<1%)                           |
| David S.  Smith(1)((2)  West  Vancouver, British Columbia, Canada  Director                                        | Corporate Director and Advisor 2015-present; Executive  VP and CFO of Finning International Inc. 2009-2014                                      | January  2017      | 62,490 (<1%)                            |
| Joseph   P. Giuffre  North  Vancouver, British Columbia, Canada  Chief  Legal Officer and Corporate Secretary | Chief Legal Officer and Secretary of NRL since 2013                                                                                             | N/A                | 61,732 (<1%)                            |
| Ryan  MacWilliam  Vancouver,  British Columbia, Canada  Chief  Financial Officer                                   | CFO of NRL since 2017; Director X2 Resources 2013-2017                                                                                          | N/A                | 0                                          |
| Scott A.  Trebilcock  Vancouver,  British Columbia, Canada  Chief Development Officer                              | Chief Development Officer of NRL since 2014; Vice  President Business Development & Investor Relations of NRL 2010-2014                     | N/A                | 48,461  (<1%)                           |
| Marc  Blythe  North  Vancouver, British Columbia, Canada  Vice  President Corporate Development                    | Mining consultant and director of various public companies                                                                                      | N/A                | 0                                          |
| Peter M.  Manojlovic  Delta,  British Columbia, Canada  Vice  President Exploration                                | Vice President Exploration of NRL since 2012                                                                                                    | N/A                | 0                                          |
| Jerzy  Orzechowski  Toronto,  Ontario, Canada  Vice  President and Project Director, Timok Project                 | Vice President and Project Directors, Timok Project for  NRL since 2017; mining consultant with +One Management Consultants in Dubai  2012-2017 | N/A                | 0                                          |
| Todd E.  Romaine(4)  West  Vancouver, British Columbia, Canada  Vice  President Corporate Social Responsibility    | Vice President Corporate Social Responsibility of NRL  since 2012                                                                               | N/A                | 0                                          |

| 58 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| (1) | Member of the Corporate Governance and Nomination Committee |
|-----|-------------------------------------------------------------|

| (2) | Member of the Audit Committee |
|-----|-------------------------------|

| (3) | Member of the Human Resources and Compensation Committee |
|-----|----------------------------------------------------------|

| (4) | Member of the Social Environment, Health & Safety Committee |
|-----|-----------------------------------------------------------------|

| (5) | Member of the Project Committee |
|-----|---------------------------------|

As of March 27, 2018, the directors and executive officersof NRL, as a group, beneficially owned directly or indirectly, or exercisedcontrol or direction over 751,528 common shares or approximately 0.2% of theissued and outstanding common shares of NRL.  The same directors and executiveofficers, as a group, have been granted and currently hold options to purchaseup to 6,025,900 shares of NRL, 3,333,000 of which were granted in 2017.

| Conflicts of Interest |
|-----------------------|

Tothe best of NRL’s knowledge, thereare no existing or potential material conflicts of interest between NRL or any subsidiary of NRL and a director orofficer of NRLor asubsidiary of NRL.   

| Audit Committee |
|-----------------|

|   |
|--------|

NRL has a separately-designated standing audit committee inaccordance with CSA National Instrument 52-110 Audit Committees and withSection 3(a)(58)(A) of the United States Securities Exchange Act of 1934, asamended.

| Audit Committee Charter |
|-------------------------|

TheBoard has adopted a charter for the Audit Committee which sets out thecommittee’s mandate, composition, responsibilities and duties.  A copy of the AuditCommittee Charter is attached to this AIF as Schedule “A”.

| Independent Advice & Funding |
|----------------------------------|

The Audit Committee shall have the authority to determinethe appropriate funding for the ordinary administrative expenses of the AuditCommittee.  In addition, the Audit Committee may, in its sole discretion,retain, at the expense of NRL, and determine the compensation to be receivedby, such legal, financial or other advisors or consultants as it may deemnecessary or advisable in order to properly and fully perform its duties andresponsibilities hereunder.    

| Composition of the Audit Committee |
|------------------------------------|

TheAudit Committee has three members, all of whom are independent and financiallyliterate, one of which is an audit committee financial expert. An outline ofeach member’s relevant education and experience follows:

> 
***David S. Smith, Chair. ***Mr. Smith    has over 30 years of experience in various senior financial roles, including 14    years as CFO of publicly listed companies.  He has served on the audit    committees of several publicly listed companies, including as chair.  Most    recently he was the Executive Vice President and CFO of Finning International    Inc.  Mr. Smith graduated from California State University, Sacramento with a    Bachelor of Science in Business Administration and became a Certified Public    Accountant in California in 1982.

***Geoffrey Chater.***Mr. Chater    has over 30 years of progressive experience in the mineral and mining    industries including as CEO of a gold producer.  He has served on the audit    committees of several publicly listed companies, including as chair.  Mr. Chater    graduated from Texas Christian University with a Bachelor of Science in    Geology.

***Stephen V. Scott.***Mr. Scott has over 30 years global experience in all mining    industry sectors. He is currently President and CEO of Entrée Resources Ltd. He    serves as an independent director on the board of two other public mining    companies and has served on the audit committees of several publicly listed    companies. Mr. Scott holds a Bachelor of Business and Graduate Certificate in    Corporate Secretarial Practises from Curtin University in Western Australia.

| 59 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Pre-Approval Policies and Procedures** |
|------------------------------------------|

TheAudit Committee has adopted policies and procedures for the engagement ofnon-audit services, described as follows:

NRL will not engage its external auditor KPMG LLP(“KPMG”) to carry out any non-audit services that are deemed inconsistent withan auditor’s independence (“Prohibited Service”).  The Audit Committee willconsider the pre-approval of permitted services to be performed by the externalauditor in each of the following broad categories: 

> 
Audit Services, Audit-Related Services, Tax Services, as    well as Compliance Services, Tax Planning Services, Commodity Tax Services,    Executive Tax Services.

Other Services:  Valuation Services, Information    Technology Advisory and Risk Management Services, Forensic and Related    Services, Corporate Recovery Services, Transaction Services, Corporate Finance    Services, Project Risk Management Services, Operational Advisory and Risk Management    Services, Regulatory and Compliance Services.

For permitted services the following pre-approvalpolicies will apply:

A.   AuditServices

The Audit Committee will pre-approve all Audit Servicesprovided by KPMG through the Audit Committee’s recommendation to shareholdersat NRL’s annual meeting, of KPMG as NRL’s external auditor and through theAudit Committee’s review of KPMG’s annual Audit Plan.  

B.   Pre-Approvalof Audit Related, Tax and Other Non-Audit Services

Periodically (e.g., annually), the Audit Committee willupdate a list of pre-approved services that are recurring or otherwisereasonably expected to be provided.  

The Audit Committee will be subsequently informed atleast annually**of the services on the attached list for which theauditor has been actually engaged.

Any additional requests for pre-approval will beaddressed on a case-by-case specific engagement basis as described in (C)below.  

C.   Approvalof Additional Services

The Company employee making the request will submit therequest for service to the Chief Financial Officer (“CFO”).  The request forservice should include a description of the service, the estimated fee, a statementthat the service is not a “Prohibited Service” and the reason KPMG is beingengaged.

Recommendations, in respect of each engagement, will besubmitted by the CFO to the Chair of the Audit Committee for consideration andapproval.  The full Audit Committee will subsequently be informed of theservice at its next meeting.  The engagement may commence upon approval of theChair of the Audit Committee.

| 60 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **External Auditor Fees** |
|---------------------------|

All dollar amounts in this section are expressed inCanadian currency.

The following tablesets forth the aggregate fees incurred by the Company for the years endedDecember 31, 2017 and 2016 for KPMG’s services:  

|                                 | **Year ended December 31,  2017** |   | **Year ended December 31,  2016** |
|--------------------------------------|-----------------------------------|--------|-----------------------------------|
| Audit fees(1)  Audit-related fees(2) | $ 645,000  --                     |   | $ 614,935  33,753                 |
| Tax fees(3)                          | 58,700                            |   | 54,670                            |
| All other fees                       | --                                |   | --                                |
| Total                                | $  703,700                        |   | $ 703,358                         |

| (1) | Audit fees include fees related to the audit of the year-end financial statements, audit of the internal controls over financial reporting, review of the interim financial statements, and services that are normally provided by the Auditors in connection with statutory and regulatory filings or engagements for such year. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Audit related fees consist of fees for assurance and related services by the Auditors that are reasonably related to the performance of the audit or review of the financial statements and are not reported above as Audit Fees. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Tax fees for 2017 and 2016 are for tax advice in connection with general matters, and the 2016 fees include those incurred in relation to the Reservoir transaction, all in accordance with the pre-approval policies of the Audit Committee. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Legal Proceedings |
|-------------------|

TheCompany is involved in various claims, litigation and other matters in theordinary course and conduct of business. Some of these pending matters willtake a number of years to resolve. While it is not possible to determine theultimate outcome of such actions at this time, and inherent uncertainties existin predicting such outcomes, it is the Company’s belief that the ultimateresolution of such actions is not reasonably likely to have a material adverseeffect on its consolidated financial position or results of operations. As aresult, no contingent liabilities have been recorded in the Company’s 2017 annualconsolidated financial statements.

| Interest of Management and Others in Material Transactions |
|------------------------------------------------------------|

No director, officer or other insider of the Company, norany associate or affiliate of any director, officer or other insider hasparticipated in, directly or indirectly, nor had any material interest in, anymaterial transaction of the Company in the most recently completed financialyear or any of the three preceding financial years.

| Transfer Agents and Registrars |
|--------------------------------|

NRL’s registrar and transfer agent is ComputershareInvestor Services Inc., located in Vancouver, British Columbia.

| Material Contracts |
|--------------------|

There were no material contracts entered into by theCompany during 2017 in respect of any regulatory actions by a court or by aregulatory authority relating to securities legislation. 

| 61 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| Names and Interests of Experts |
|--------------------------------|

Unless otherwise stated, the relevant technical andscientific information included in this AIF concerning Bisha Property arederived from the 2013 Technical Report prepared by Paul Gribble, CEng, FIMMM,Jay Melnyk, PEng, AGP; and Peter Munro, BAppSc Mineralurgy Pty.****Ltd.,effective December 31, 2013.  These authors are QPs as defined by NI 43-101. **  **Thisreport is available for review on SEDAR (www.sedar.com) and EDGAR(http://www.sec.gov/edgar.shtml). 

Other relevant technical and scientific informationincluded in this AIF concerning the Bisha Property that is not derived from the2013 Technical Report is derived from the updated mineral resource estimateeffective December 31, 2017, which was prepared by Phillip Jankowski, MAusIMM(CP), (BMSC), Adrian Dance, PhD, FAusIMM andAnoush Ebrahimi, PEng, PhD (SRK Consulting Canada Inc.).

Unless otherwise stated, the relevant technical andscientific information included in this AIF concerning Timok Project arederived from the Preliminary Economic Assessment of the Cukaru Peki Upper ZoneDeposit, Serbia, prepared by Walton, PEng( RakitaExploration d.o.o.), Robert Raponi, PEng (Ausenco Canada), Andrew Jennings,PEng (Conveyor Dynamics), Lucas Hekma, PEng (Interface LLC), Riley Devlin, PEng(Struthers Technical Solutions), Martin Pittuck, CEng (SRK Consulting (UK)Ltd.), Dan Stinnette, PEng, Neil Winkelmann, FAusIMM, Jarek Jakubec, CEng,Dylan MacGregor, PEng (SRK Consulting (Canada) Inc. ), David McKay, MAIG(Phreatic Zone Ltd.), Mihajlo Samoukovic, PEng (Knight Piésold Ltd.), PeterManojlovic, PGeo (Nevsun Resources Ltd.), effective September  1, 2017. These authors are QPs within the meaning of NI 43-101. **  **This report isavailable for review on SEDAR (www.sedar.com).

To the best of the knowledge of the Company, AGP MiningConsultants Inc., Mineralurgy Pty. Ltd, SRK Consulting Canada Inc. and the“designated professionals” (as such term is defined in Form 51-102F2) thereofhold less than a 1% interest in the outstanding securities of NRL.

KPMG is the auditor for the Company and has audited theannual financial statements of the Company for the year ended December 31, 2016. KPMG have confirmed that they are independent with respect to the Companywithin the meaning of the relevant rules and related interpretations prescribed bythe relevant professional bodies in Canada, and under all relevant USprofessional and regulatory standards, including PCAOB Rule 3520.

| Additional Information |
|------------------------|

Additional information relating to the Company, may befound by using SEDAR on the internet at www.sedar.com, EDGAR filingsystem at http://www.sec.gov/edgar.shtml, or the Company’s website:www.nevsun.com. 

Additionalinformation including directors' and officers' remuneration and indebtedness,principal holders of NRL's securities and options to purchase securities iscontained in NRL's information circular for its most recent annual meeting ofshareholders that involves the election of directors. 

Additionalfinancial information is also provided in the Company's audited consolidated financialstatements and MD&A for its most recently completed financial year, copiesof which may be found on SEDAR or EDGAR, or be obtained by contacting theCompany at:

**Nevsun Resources Ltd.**1750 - 1066 West Hastings StreetVancouver, BC V6E 3X1Tel: 604-623-4700 or Toll-free 1-888-600-2200Email: contact@nevsun.com

| 62 | Nevsun Resources Ltd. |
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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| Schedule “A” – Audit Committee Mandate |
|----------------------------------------------------------|

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

MANDATE

**P**URPOSE AND **A**UTHORITY

The audit committee is established byand among the Nevsun Resources Ltd. board of directors for the primary purposeof assisting the board in

- overseeing    the integrity of the company’s financial statements;
- overseeing    the company’s compliance with legal and regulatory requirements;
- overseeing    the independent auditor’s qualifications and independence;
-  overseeing    the performance of the company’s independent auditor and internal audit    function; and
- overseeing    the company’s systems of disclosure controls and procedures, internal controls    over financial reporting, and compliance with ethical standards adopted by the    company.

The audit committee should encouragecontinuous improvement, and should foster adherence to the company’s policies,procedures, and practices at all levels.  The audit committee should alsoprovide for open communication among the independent auditor, financial andsenior management, the internal audit function and the board of directors.

The audit committee has the authorityto conduct investigations into any matters within its scope of responsibilityand obtain advice and assistance from outside legal, accounting or otheradvisers, as necessary to perform its duties and responsibilities.

In carrying out its duties andresponsibilities, the audit committee also has the authority to meet with andseek any information it requires from employees, officers, directors orexternal parties.

The company will provide appropriatefunding, as determined by the audit committee, for compensation to theindependent auditor, to any advisers that the audit committee chooses to engageand for payment of ordinary administrative expenses of the audit committee thatare necessary or appropriate in carrying out its duties.

**C**OMPOSITIONAND **M**EETINGS

The audit committee will comprisethree or more independent directors as determined by the board.  A majority ofthe committee members present at a meeting will constitute a quorum.

Committee members will be appointed bythe board at the annual organizational meeting of the board to serve untiltheir successors are elected.  Unless a chair is elected by the full board, themembers of the committee may designate a chair by majority vote. 

Each audit committee member will meetthe applicable standards of independence and the determination of independencewill be made by the board and as defined by Toronto Stock Exchange listingrequirements.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

All members of the audit committeemust comply with all financial literacy requirements of the Toronto and NewYork stock exchanges.  To help meet these requirements, the audit committeewill provide its members with annual continuing education opportunities infinancial reporting and other areas relevant to the audit committee.  At leastone member will qualify as an “audit committee financial expert” as defined bythe Security and Exchange Commission, as determined by the board andappropriate disclosure will be made.

The committee will meet at leastquarterly, or more frequently as circumstances dictate.  The committee chairwill approve the agenda for the committee’s meetings and any member may suggestitems for consideration.  Briefing materials will be provided to the committeeas far in advance of meetings as practicable; generally, one week. Meetingswill be minuted and approved at the following audit committee meeting.  Copiesof minutes will be provided to the external auditor whether or not theyattended any meeting.

Each regularly scheduled meeting willinclude an in camera session of the audit committee separately with theinternal audit manager and the independent auditor

**R**ESPONSIBILITIESAND **D**UTIES

Tofulfill its responsibilities and duties, the audit committee will engage in thefollowing activities:

| 1. | Meet with management and the independent auditor to review and approve the company’s quarterly financial statements and Management’s Discussion and Analysis prior to the company’s filings or release of earnings.  Review other relevant reports or financial information submitted by the company to any governmental body or the public, including management certifications as required and relevant reports rendered by the independent auditor (or summaries thereof). |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | Meet with management and the independent auditor to review and recommend to the board for approval the company’s annual financial statements and Management’s Discussion and Analysis prior to the company’s filings or release of earnings. Review other relevant reports or financial information submitted by the company to any governmental body or the public, including management certifications as required and relevant reports rendered by the independent auditor (or summaries thereof). |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | Review and discuss with management earnings press releases, including the type and presentation of information, paying particular attention to any forward-looking guidance, pro forma or non-IFRS measures.  Such discussions may be in general terms (i.e., discussion of the type of information to be disclosed and the type of presentations to be made).  The Committee shall approve the quarterly earnings release and recommend for approval to the board the annual earnings releases. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4. | Review and discuss with management all other public disclosure documents containing audited or unaudited financial information before release, including any prospectus, annual report, annual information form (AIF), Management Proxy Circular or SEC filings. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5. | Review and discuss with management financial information and earnings guidance provided to analysts and ratings agencies.  Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the type of presentations to be made). |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 6. | Review any internal reports to management (or summaries thereof) prepared by the internal audit function, as well as management’s response. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------|

| 7. | Review the company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of related material facts. |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

INDEPENDENT AUDITOR

| 8. | Annually evaluate the independent auditor’s qualifications, performance and independence.  Recommend to the board the appointment or reappointment of the independent auditor at the annual general meeting of shareholders.  As authorized by the shareholders, retain and set the compensation of the independent auditor. The independent auditor will report directly to the audit committee and the audit committee will oversee the resolution of disagreements between management and the independent auditor if they arise. |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| 9. | Approve the annual audit plan and oversee the work performed by the independent auditor for the purpose of preparing or issuing an audit report or related work. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10. | Review and preapprove (which may be pursuant to preapproval policies and procedures) both audit and non-audit services to be provided by the independent auditor.  The authority to grant preapprovals may be delegated to one or more designated members of the audit committee, whose decisions will be presented to the full audit committee at its next regularly scheduled meeting. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 11. | Consider whether the auditor’s provision of permissible non-audit services is compatible with the auditor’s independence.  Actively engage in dialogue with the independent auditor with respect to any disclosed relationships or services that may affect the independence and objectivity of the auditor and take appropriate actions to oversee the independence of the independent auditor. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 12. | Review and discuss any other material written communication between the independent auditor and management and any other matters required to be communicated to the audit committee by the independent auditor under applicable rules and regulations. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 13. | Hold timely discussions with the independent auditor regarding |
|-----|----------------------------------------------------------------|

|   | - all critical accounting policies and practices;
-  all alternative treatments of financial information within generally accepted accounting principles related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and
-  other material written communications between the independent auditor and management, including, but not limited to, the management letter and schedule of unadjusted differences. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 14. | At least annually, obtain and review a report by the independent auditor describing |
|-----|-------------------------------------------------------------------------------------|

|   | - the independent auditor’s internal quality control procedures;
-  any material issues raised by the most recent internal quality control review or peer review, or by any inquiry or investigation by governmental or professional authorities (including CPAB or PCAOB) within the preceding five years with respect to independent audits carried out by the independent auditor, and any steps taken to deal with such issues; and
-  all relationships between the independent auditor and the company. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 15. | The committee will review the experience and qualifications of the lead partner each year and determine that all partner rotation requirements, as promulgated by applicable rules and regulations, are executed. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 16. | Assess whether the independent auditor is consistently demonstrating objectivity and skepticism in the performance of its work. |
|-----|---------------------------------------------------------------------------------------------------------------------------------|

| 17. | Set policies, consistent with governing laws and regulations, for hiring personnel of the independent auditor. |
|-----|----------------------------------------------------------------------------------------------------------------|

FINANCIAL REPORTING PROCESSES, ACCOUNTING POLICIESAND INTERNAL CONTROL STRUCTURE

| 18. | In consultation with the independent auditor and the internal audit function, review the integrity of the company’s financial reporting processes (both internal and external). |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 19. | Review the independent auditor’s report on the effectiveness of the company’s internal control over financial reporting and discuss with the independent auditor the results of their audit. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 20. | In connection with the CEO and CFO’s certification of the company’s quarterly and annual regulatory reports, review and discuss with management |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 65 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

|   | - the company’s processes, systems and control over financial reporting and management’s annual assessment of the effectiveness of internal control over financial reporting;
-  significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial data; and
-  any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal controls. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 21. | Review major issues regarding accounting principles and financial statement presentations, including any significant changes in the company’s selection or application of accounting principles; major issues as to the adequacy of the company’s internal controls; and any special audit steps adopted in light of material control deficiencies. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 22. | Review analyses prepared by management and the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative IFRS methods on the financial statements. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 23. | Review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------|

| 24. | Management will provide to the Audit Committee, immediately upon receipt, any correspondence from regulators or governmental authorities.  The Audit Committee will oversee management’s response to any such matters. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 25. | Review with management disclosure of all related-party transactions.  Discuss with the independent auditor its evaluation of the company’s identification of, accounting for and disclosure of its relationships with related parties as set forth under IFRS. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 26. | Establish and oversee procedures for the receipt, retention, investigation and resolution of complaints regarding accounting, internal accounting controls, or auditing matters, including procedures for confidential, anonymous submissions by company employees regarding questionable accounting or auditing matters. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

INTERNAL AUDIT

| 27. | Review and advise on the selection and removal of the internal audit manager. |
|-----|-------------------------------------------------------------------------------|

| 28. | Review the activities and organizational structure of the internal audit function, as well as the qualifications of its personnel. |
|-----|------------------------------------------------------------------------------------------------------------------------------------|

| 29. | Annually, review and approve the internal audit mandate. |
|-----|----------------------------------------------------------|

| 30. | Annually, review and approve the internal audit plan, budget and staffing. |
|-----|----------------------------------------------------------------------------|

| 31. | Periodically review, with the internal audit manager, any significant difficulties, disagreements with management, or scope restrictions encountered in the course of the function’s work. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 32. | Periodically review, with the independent auditor, the internal audit function’s responsibility, budget, and staffing. |
|-----|------------------------------------------------------------------------------------------------------------------------------|

COMPLIANCE AND RISK MANAGEMENT

| 33. | Review with company’s legal counsel, compliance with legal, financial, tax and other regulatory matters that could have a significant impact on the company’s financial statements or legal compliance. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 34. | Review and discuss with management the processes and procedures with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process, as well as the company’s major financial risk exposures and the steps management has undertaken to control them. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

REPORTING

| 35. | Report regularly to the board regarding the execution of the audit committee’s duties, responsibilities and activities, as well as any issues encountered and related recommendations. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 66 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| 36. | Approve all quarterly financial regulatory reports be filed on SEDAR and EDGAR and recommend for approval to the board of directors that all annual financial regulatory reports be filed on SEDAR and EDGAR. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

OTHER RESPONSIBILITIES

| 37. | Review, with management, the company’s finance function, including its budget, organization and quality of personnel and succession planning. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------|

| 38. | Review the appointment of senior financial positions (direct reports to CFO) including Chief Financial Officer. |
|-----|-----------------------------------------------------------------------------------------------------------------|

| 39. | Conduct an annual performance assessment relative to the audit committee’s purpose, duties and responsibilities outlined herein. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------|

| 40. | Perform any other activities consistent with this mandate, the company’s bylaws, and governing laws that the board or audit committee determines are necessary or appropriate. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 41. | Review the annual renewal of insurance policies, including D&O insurance. |
|-----|-------------------------------------------------------------------------------|

| 42. | Review this mandate at least annually and recommend to the board of directors any necessary amendments. |
|-----|---------------------------------------------------------------------------------------------------------|

RESPONSIBILITIESOF THE COMMITTEE CHAIR

The Committee Chair is responsible forthe management and effective performance of the Committee and providesleadership to the Committee in fulfilling its mandate and any other mattersdelegated to it by the Board. The Committee Chair’s responsibilities include: 

| 1. | working with the CEO and the Corporate Secretary to establish the frequency of Committee meetings and the agendas for meetings; |
|----|---------------------------------------------------------------------------------------------------------------------------------|

| 2. | presiding over Committee meetings; |
|----|------------------------------------|

| 3. | facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may ask questions and express their viewpoints; |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4. | reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee; and |
|----|----------------------------------------------------------------------------------------------------------------------------------|

| 5. | taking such other steps as are reasonably required to ensure that the Committee carries out its mandate. |
|----|----------------------------------------------------------------------------------------------------------|

Approvedand adopted by the Board of Directors on December 8, 2017.

| 67 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| Schedule “B” – Risk Factors |
|-----------------------------------------------|

| **Approach to Risk Management****** |
|-------------------------------------|

The  Company’s approach to identifying and managing risk has been a critical  component of how management runs and the Board oversees management of the  business.  The Company’s enterprise risk management process is currently  coordinated by the Chief Development Officer, managed by the senior  management team with direct oversight by the Chief Executive Officer and the  Board of Directors.  The Company conducts a top down review of key  strategic, operational and financial risks at least quarterly.  The  Company maintains a risk register, which is updated on a regular basis by the  appropriate business owner of the risk.  The risk register contains a  list of actions to ensure risks are mitigated to the agreed upon level of  risk tolerance.  The results of the Enterprise Risk Management process  are reviewed on a regular basis by the Board of Directors. 

  The business and operations of the Company  are highly speculative due to the high-risk nature of its business in the  mining industry, including but not limited to the acquisition, financing,  exploration, development, operation and production of metals at its mining  properties.  The Company’s business is subject to strategic, financial and  operating risks.  The risks below, some of which are summarized elsewhere in  this Report, are not the only ones faced by the Company. Additional risks not  currently known to the Company, or that the Company currently deems  immaterial, may also arise in the future and impair the Company’s operations.  If any of the following risks actually occur, the Company’s business,  financial condition and operating results could be adversely affected.

| **Strategic Risk Factors** |
|----------------------------|

**Foreign operation and political risks.**  The Company  conducts business in Serbia and Eritrea through its foreign subsidiaries with  financial assets in Barbados, Serbia and Eritrea, and substantially all of  its assets are held in such entities.  There is no guarantee against any  future political, or economic instability in these countries or neighboring countriesthat might adversely affect the Company. 

 Political unrest in Egypt, Libya, Syria,  Yemen, Saudi Arabia, Somalia, South Sudan, Sudan and other countries in the  region has had an impact on investor confidence with companies operating in  northern Africa, including Eritrea, even though no direct effect is evident  or anticipated in the operations at Bisha or communications with the Eritrean  government.  New government regulations in Canada, the United States or other  countries in which the Company operates could adversely affect the Company’s  future business and operations.  In addition, intervention by the  international community through organizations such as the United Nations  could affect the political risk of operating in Eritrea. In December 2009 the  United Nations Security Council (UNSC) imposed sanctions on Eritrea related  to an arms embargo, which in itself has had no direct impact to the Bisha Mine,  except to cause some uncertainty as to how UN member states may continue to  deal with the country. In December 2011 the UNSC provided additional  sanctions guidance to member states.  Effects of the sanctions could impact the  Company’s ability to operate efficiently.  There are also unresolved tensions  between Ethiopia and Eritrea and the possibility of future armed conflicts  between Ethiopia and Eritrea by rebel groups or otherwise which could affector interfere with continued operations at Bisha.

 Other risks the Company may face in  operating in foreign jurisdictions include unforeseen government actions, acts  of god, terrorism, hostage taking, military repression, extreme fluctuations  in currency exchange rates, high rates of inflation, labour unrest, the risks  of war or civil unrest, expropriation and nationalization, renegotiation or  nullification of existing concessions, licenses, permits and contracts,  illegal mining, changes in taxation policies, restrictions on foreign  exchange and repatriation, and changing political conditions, currency  controls, export controls, and governmental regulations that favour or  require the awarding of contracts to local contractors or require foreign  contractors to employ citizens of, or purchase supplies from, a particular  jurisdiction or other events.

 All or any of these factors, limitations,  or the perception thereof could impede the Company’s activities, result in  the impairment or loss of part or all of the Company’s interest in the  properties, or otherwise have an adverse impact on the Company’s valuation  and stock price.

**Governmental regulatory risks.**  The Company’s  mineral exploration, development and production activities are subject to  various laws governing prospecting, development, production, taxes, labour  standards and occupational health, mine safety, toxic substances,  environmental protection and preservation, and other matters.  No assurance  can be provided that the Company will be successful in its efforts to comply  with all existing rules and regulations, that new rules and regulations will  not be enacted, or that existing rules and regulations will not be modified  in a manner that could limit or curtail production or development of the  Company’s properties.  All such rules and regulations governing the  operations and activities of the Company could have a material adverse effect  on the Company’s business, financial condition and results of operations.

| 68 | Nevsun Resources Ltd. |
|----------------------------|

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

**Key executive risk.**  The Company is to  a large degree dependent on the services of key executives and senior  personnel.  The loss of one or more of these persons or the Company’s  inability to attract and retain executives and personnel with the  qualifications necessary to successfully operate the business may adversely  affect the Company’s business and future operations.  The Company competes  with numerous other companies for the recruitment and retention of qualified  executives and employees and thus there is a risk that from time to time one  or more key executives or personnel move to a competitor.

**Expatriate and nationals’ skills risk.**  The Company’s  operations in Eritrea and exploration and development programs in Serbia and  elsewhere rely on attracting and retaining expatriate and nationals with  mining experience to staff key operations and administration management  positions.  The Company’s inability to attract and retain personnel with the  skills and experience to manage the operation and train and develop staff,  due to the intense international competition for such individuals, may  adversely affect its business, future operations and financial condition.

**Competition risks.**  The mining  industry is intensely competitive in all of its phases and the Company  competes with many companies possessing greater financial and technical  resources than it.  There is intense competition in the mining industry for  mineral rich properties that can be developed and produced economically, the  technical expertise to find, develop, and operate such properties, the labour  to operate the properties, and the capital for the purpose of funding such  properties.  Many competitors not only explore for minerals, but conduct  refining and marketing operations on a global basis.  Such current and future  competition may frustrate the Company’s ability to acquire desired properties.     The Company is also subject to risks associated with a hostile takeover of  the common shares of the Company or other unsolicited attempts to acquire  control of the Company.

**Litigation risk.**  The Company is  subject to litigation risks.  The mining industry is subject to legal risks  and claims.  Such legal claims can relate to various matters including,  without limitations, mining laws, environmental laws, labour laws and  anti-corruption and anti-bribery laws in the jurisdictions in which the  Company operates. Defense and settlement costs associated with legal claims  can be substantial, even with respect to claims that are frivolous or have no  merit.  Due to the inherent uncertainty of the litigation process, the  resolution of any particular legal proceeding to which the Company is or may  become subject could have a material adverse impact on its financial  performance, cash flow and results of operations, described under the heading  “Legal Proceedings”.

**Share price risk.** The market price  of a publicly traded stock is affected by many variables not directly related  to the success of the Company, including the market for all resource sector  shares, the breadth of the public market for the stock, and the  attractiveness of alternative investments.  The effect of these and other  factors on the market price of the common shares of the Company on the  exchanges on which the common shares are listed suggests that the share price  will be volatile.  In the previous eight quarters, between January 1, 2015  and December 31, 2016 the Company’s shares traded in a range between CAD$3.27  and $5.35.

**Dividend policy risks.**  The Company has  established a dividend policy that has considered the long-term  sustainability of cash flows and will be reviewed on a periodic basis and  assessed in relation to the historical and anticipated growth of the Company’s  operating cash flows. The Company began paying dividends in July 2011.  The  Company has increased its annual dividend every year since that time.  During  2016 the Company paid quarterly dividends of $0.04 per share.  Payment of any  future dividends will be at the discretion of the Board after taking into  account many factors, including the Company’s operating results, future  capital requirements, financial condition, comparability of the dividend  yield to peer mining companies and current and anticipated demands on the  Company’s cash levels.  There can be no assurance that the Company will  continue to pay dividends at the current rate or at all.

**Conflicts of interest.**  Certain of the  directors and officers of the Company also serve as directors and/or officers  of other companies involved in natural resource exploration and development  and consequently there exists the possibility for such directors and officers  to be in a position of conflict. Any decision made by any of such directors  and officers involving the Company will be made in accordance with their  duties and obligations to deal fairly and in good faith with a view to the  best interests of the Company and its shareholders. In addition, each of the  directors is required to declare and refrain from voting on any matter in  which such directors may have a conflict of interest in accordance with the  procedures set forth in the Business Corporations Act (British Columbia) and  other applicable laws.

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| **Financial Risk Factors** |
|----------------------------|

**Commodity price risk.**  Revenue and  profitability of the Company’s operations will be dependent upon the market  price of mineral and materials commodities.  Prices of metals are key  performance drivers for the Company and fluctuations in the prices of these  commodities can have a significant impact on the Company’s operations and  financial performance.  The Company does not enter into any commodity hedging  and accordingly is fully exposed to price risk.  The price of copper, zinc, gold,  and other metals can and has experienced volatile and significant price  movements over short periods of time, and is affected by numerous factors  beyond the control of the Company, including international economic and  political trends, expectations of inflation or deflation, currency exchange  fluctuations (specifically, the US dollar and Serbian dinar relative to other  currencies), interest rates, global or regional consumption patterns,  speculative activities and increased production due to improved mining and  production methods.  The supply of and demand for copper, zinc, gold and  other metals are affected by various factors, including political events,  economic conditions, competition, production costs, and governmental  policies.  If the market price of copper, zinc, gold or silver falls  significantly from its current level, the production and ongoing mine  development at Bisha or any other project of the Company may be rendered uneconomic  and the production or development at Bisha or any other project may be  suspended or delayed.  In addition, if the market price of copper, zinc, gold  or silver were to decrease significantly and remain at lower levels for a  significant period of time, profitability of the Company and cash flow wouldbe negatively affected. 

  Mineral reserve calculations and  life-of-mine plans using significantly lower metal prices could result in  material write-downs of the Company’s investment in mining properties and  increased amortization, reclamation and closure charges.  In addition to  adversely affecting the Company’s Mineral Reserve estimates and its financial  condition, declining commodity prices can impact operations by requiring a  reassessment of the feasibility of a particular project. Such a reassessment  may be the result of a management decision or may be required under financing  arrangements related to a particular project. Even if the project is  ultimately determined to be economically viable, the need to conduct such a  reassessment may cause substantial delays or may interrupt operations until such  time as the reassessment can be completed.

 The Bisha Mine’s power generation plant and  mobile equipment fleet are fueled by diesel petroleum.  As fuel costs are a  significant component of the Company’s operating costs, changes in the price  of diesel could have a significant effect on its operating costs and  adversely affect profitability. Energy prices can be affected by numerous  factors beyond the Company’s control, including global and regional supply  and demand, political and economic conditions and applicable governmental  policies.

**Funding risks.**  The exploration,  development, operations, acquisitions or other activities may require  substantial additional debt and equity capital financing.  Failure to obtain  sufficient financing may result in delaying or indefinite postponement of  exploration, development, operations, acquisitions or other activities of the  Company including a loss of property interest.  Historically, the Company has  financed its activities through the sale of equity capital and through cash  flow from operations.  The sale of metals from Bisha currently provides and  is expected to continue to provide revenue from operations but will not be  sufficient to fund all of its future financial needs for the operations and  to fund exploration and development of the Timok Project and other projects.   The Company will require additional financial resources for operations and  for further exploration and development of its projects and will be dependent  upon the Company’s ability to obtain financing through debt or equity  financing or other means. Factors which may impact cash flows include changes  in metal prices, taxes, operating costs, marketability of metals from  operations, capital expenditures or other unexpected occurrences such as  unanticipated costs, delays, downtimes, slowdown or stoppage of operations.   Failure to obtain sufficient financing to continue operations or to fund  ongoing exploration and development of the Company’s projects when such needs  arise may adversely affect the Company’s business and financial position. When  the Company requires additional funding for exploration, development,  operations, acquisitions or other activities, there is no assurance that  sources of financing will be available on acceptable terms or at all.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

**Insurance risks.**  Although the  Company believes it maintains adequate insurance coverage to protect against  certain risks at levels it considers reasonable, its insurance will not cover  all the potential risks associated with a mining company’s operations. Nevsun  may also be unable to maintain insurance to cover these risks at economically  feasible premiums. In addition, insurance coverage may not continue to be  available in the future or may not be adequate to cover any resulting  liability.

**Write-downs and impairments risk.**  Mining and  mineral interests are the most significant assets of the Company and  represent capitalized expenditures related to the development of miningproperties and related plant and equipment.

 The Company reviews and evaluates its  mining interests for impairment at each reporting period or when events or  changes in circumstances indicate that the related carrying amounts may not  be recoverable, which evidences greater risk levels due to changes in the  global economic conditions that exist currently.  An impairment is considered  to exist if the total estimated future undiscounted cash flows are less than  the carrying amount of the assets.  An impairment loss is measured and  recorded based on discounted estimated future cash flows.  Future cash flows  are estimated based on expected future production, commodity prices,  operating costs and capital costs.  There are numerous uncertainties inherent  in estimating Mineral Reserves and Mineral Resources.  Differences between  management’s assumptions and market conditions could have a material effect  in the future on the Company’s financial position and results of operation.

 The assumptions used in the valuation of long-term  stockpiles and work-in-process inventories by the Company include estimates  of metals contained in the ore stockpiles, crushed ore piles, processing  plant circuits, and an assumption of the metal prices expected to be realized  when the copper, zinc, gold and silver are recovered.  If these estimates or  assumptions prove to be inaccurate, the Company could be required to  write-down the recorded value of its long-term stockpiles or work-in-process  inventories, which would reduce the Company’s earnings and working capital.

**Derivatives risk.**  In the future the  Company may use certain derivatives products to manage the risks associated  with changes in metal prices, interest rates, foreign currency exchange rates  and fuel prices.  The use of derivative instruments involves certain inherent  risks including, among other things: (i) credit risk – the risk of default on  amounts owed to the Company by financial counterparties; (ii) market  liquidity risk – the risk that the Company has entered into a derivative  position that cannot be closed out quickly, by either liquidating such  derivative instrument or by establishing an offsetting position; and (iii)  unrealized mark-to-market risk – the risk that, in respect of certain  derivative products, an adverse change in market prices for commodities,  currencies or interest rates will result in the Company incurring an  unrealized mark-to-market loss in respect of such derivative products.

**Counterparty risks.**  The Company is  exposed to various counterparty risks including, but not limited to: (i)  financial institutions that hold the Company’s cash and cash equivalents; and  (ii) amounts owing to the Company by copper and zinc concentrate customers.   As a result, the Company may become exposed to credit-related losses in the  event of non-performance by such counterparties.

**Currency risks.**  At present all of  the Company’s operations other than head office corporate functions are  carried on outside of Canada and are subject to risks associated with  fluctuations of the rate of exchange of foreign currencies.  The United  States dollar (“USD”) is the Company’s functional currency, exposing the  Company to risk on any fluctuations of the USD with other currencies to which  the Company is exposed, which are primarily the Canadian dollar, Serbian  dinar (“RSD”), South African rand (“ZAR”), the Eritrea Nakfa (“ERN”), and the  Euro.  While only a small portion of the Bisha Mine’s operating expenses are  denominated in ERN, a re-valuation or de-pegging of this currency to the USD  could expose the Company to additional currency risk. It is anticipated that  significant future development costs will be incurred in Serbian dinars. Fluctuations  in currency exchange rates could significantly affect the Company’s business,  financial condition, results of operations and liquidity.

**Information  technology security risk.**  Nevsun maintains information technology  infrastructure, applications and communications networks to support its  business activities.  These systems could be subject to security breaches  resulting in theft, disclosure or corruption of information, including  information relating to acquisitions and divestments, strategic  decision-making, investment market communications or commercially sensitive  information relating to major contracts. Security breaches could also result  in misappropriation of funds or disruptions to business operations.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

| **Operation Risk Factors** |
|----------------------------|

**Mineral  Reserve and Mineral Resource estimate risk.**  The tabulated data for Mineral  Reserves and Mineral Resources presented in figures in this document and  contained in the Company’s continuous disclosure documents filed on SEDAR (www.sedar.com) and EDGAR (http://www.sec.gov/edgar.shtml) are estimates  generated by Qualified Persons, and no assurance can be given that the  anticipated tonnages and grades will be achieved or, in the case of reserves,  that the indicated level of metallurgical recovery will be realized.  Actual Reserves  may not conform to geological, metallurgical or other expectations, and the  volume and grade of ore recovered may be below the estimated levels.  Market  fluctuations in the price of mineral commodities or increases in the costs to  recover minerals may render the mining of ore reserves uneconomical and  require the Company to take a write-down of the asset or to discontinue  development or production.  Moreover, short-term operating factors relating  to the reserves, such as the need for orderly development of the ore body or  the processing of new or different ore grades or ore mineralogies, may cause  a mining operation to be unprofitable in any particular accounting period. Furthermore,  Mineral Reserve and Mineral Resource estimates on the Bisha Property do not  take into account recent drilling and other work. This additional drilling  and work may result in a material change to the estimated mineral resources  and reserves. 

There are numerous uncertainties inherent  in estimating quantities of Mineral Resources and Mineral Reserves, including  many factors that are beyond the Company’s control.  The estimates prepared  by the Company are based on various assumptions relating to metal prices and  exchange rates during the expected life of production, mineralization and mineralogy  of the area and material to be mined, the projected cost of mining including  costs of fuel and other critical operating consumables, and the results of  additional planned development work.  Actual future production rates and  amounts, revenues, taxes, operating expenses, environmental and regulatory  compliance expenditures, development expenditures and recovery rates may vary  substantially from those assumed in the estimates.  Any significant change in  these assumptions, including changes that result from variances between  projected and actual results or any assumptions in the historical resource  estimates that turn out to be incorrect, incomplete or flawed in any respect  or 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, could result in material downward or upward  revision of current estimates.

**Exploration, development and operating  risks.**   Mining operations generally involve a high degree of risk. Each of the  Company’s operating mine in Eritrea and its Timok Project in Serbia is  subject to all the hazards and risks normally associated with mineral  production, including damage to or destruction of plant and equipment,  unexpected geologic formations, pit collapse, injury or life endangerment,  environmental damage, fire, equipment failure or structural failures, such as  retaining walls or tailings dams and other equipment, potentially resulting  in personal injury, property damage, environmental pollution and consequent  liability.  The Company may at times experience some difficulty in managing  the sulphide rich reactive ground[1]  which may affect blasting and continuous ore supply at its operating mine in  Eritrea and give rise to unplanned detonations resulting from reactive  ground, or a failure of drilling, processing and mining equipment or  unanticipated costs and downtimes due to optimizing the zinc and copper  flotation plants and its operating facilities.   These costs, downturns and  other risks can have a material adverse effect on the Company’s operating  costs and results of operations and financial position.

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[1] Reactiveground is a term to describe ground in which an exothermic chemical reactionbetween sulphides (in this case pyrite, which is an iron sulphide) contained inrock at Bisha and the ammonium nitrate contained in explosives may take place.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

The exploration for and development of  mineral deposits involves significant risks, which even a combination of  careful evaluation, experience and knowledge may not eliminate entirely.  While the discovery of an ore body may result in substantial rewards, few  properties that are explored are ultimately developed into producing mines.  There is no certainty that expenditures made by the Company towards the  search and evaluation of mineral deposits will result in discoveries or  future development.  Whether a mineral deposit will be commercially viable  depends on a number of factors, which include, among other things, the  interpretation of geological data obtained from drill holes and other  sampling techniques, feasibility studies (which include estimates of cash  operating costs based upon anticipated tonnage and grades of ore to be mined  and processed), the particular attributes of the deposit such as size, grade  and metallurgy, expected recovery rates of metals from the ore, proximity to  infrastructure and labour, the cost of water and power, anticipated climatic  conditions, cyclical metal prices, fluctuations in inflation and currency  exchange rates, higher input commodity and labour costs, and government  regulations, including regulations relating to prices, taxes, royalties, land  tenure, land use, importing and exporting of minerals, and environmental  protection.

 Major expenses may be required to locate  and establish additional mineral reserves.  It is impossible to ensure that  the exploration or development programs planned by Nevsun will result in  additional profitable commercial mining operations. The exact effect of these  factors cannot be accurately predicted, but the combination of these factors  may result in Nevsun not receiving an adequate return on invested capital.  In  this regard the Company relies to a significant degree on the analysis  performed by its Qualified Persons to estimate resources and reserves, and  such estimates may be subject to material risks and uncertainties.

**Production risk.**  No assurances can  be given that future mineral production estimates will be achieved. Estimates  of future production for the Company’s mining operations are derived from the  Company’s mining plans. These estimates and plans are subject to change,  including changes based on actual mining results at various phases of the  mining operations. The estimated mining results from the Timok Property  are based on the Updated Timok PEA which is a preliminary economic  assessment. The Company expects to have a pre-feasibility study on the Timok  Property completed at the end of March 2017 and the results from such study  might differ materially from the results in this AIF. The Company cannot  give any assurance that it will achieve its production estimates. The Company  may not be able to effectively manage potential deleterious elements  contained within the ore to ensure continued salability of concentrates  produced at projected costs. The Company may not be able to effectively  manage the combination of oxidation of ore stocks coupled with in pit water inflow  that may adversely affect flotation and quality of concentrates produced.  There is a further risk that the potential reactive nature of the ore and  waste with high pyrite (sulphides) content and its reactivity with ammonium  nitrate contained in explosives will have a negative impact on ore and waste  blasting efficiencies and result in increased costs.  An additional risk  includes the true understanding of the full extent and mineralogical  properties including metalions in solution of the transition zone between the  supergene and primary ore bodies and within the ore body itself and the  subsequent potential disruptive impact on processing this zone, even if  campaigned in discrete periods, on the quality and future salability of the concentrates  produced. Any process plant adjustments or modifications to further optimize  and improve operating efficiencies could result in significant capital  expenditures and have an impact on process plant productivity or result in a  temporary shutdown to rectify the issues.  Failure to effectively manage  these and other matters and to achieve its production estimates could have a  material and adverse effect on the Company’s future cash flows, results of  operations, production cost, financial condition and prospects. The plans are  developed based on, among other things, mining experience, reserve estimates,  assumptions regarding ground conditions, hydrologic conditions and physical  characteristics of ores (such as hardness and presence or absence of certain  metallurgical or mineralogical characteristics) and estimated rates and costs  of production, and include assumptions derived by geological block models  developed by the Qualified Person(s) in consultation with Company personnel.   Actual production may vary from such estimates for a variety of reasons,  including risks and hazards of the types discussed above, and as set out  below, including but not limited to:

-     greater    mining dilution than expected affecting geological grades and material    movement;
-  accidents;
-  mobile    and fixed plant equipment failures;
-  natural    phenomena such as inclement weather conditions, floods, droughts, rock slides    and earthquakes;
-  unforeseen    geotechnical structures and faults leading to pit wall failures and    production delays;
-  adverse    chemical nature and potential acidity and amount of in-pit water;
-  unexpected    or higher than anticipated occurrence of deleterious elements in the ore such    as arsenic, selenium,  tellurium, graphite, marcasite, or secondary copper    ions impacting subsequent concentrate quality;

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

-     higher    than expected oxidation of in-pit ore stocks adversely impacting flotation  characteristics and subsequent concentrate quality;
-  unexpected    mineralogical properties of the supergene to primary transition zone and    within the primary ore body itself and impact on concentrate quality;
-  encountering    unusual or unexpected mineralogy conditions including reactive sulphide rock    with ammonia nitrate based explosives adversely affecting blasting procedures    and productivity;
-  changes    in power costs and potential power shortages;
-  shortages    of principal supplies (fixed components, parts and consumables) needed for    operations;
-  strikes    and other actions by labour; 
-  unanticipated    costs, delays or downtime due to maintenance or further required optimization    of the process plant and operation facilities; and 
- existing    and new regulatory restrictions imposed by government agencies. 

  Such occurrences could, in addition to  stopping or delaying mineral production or impacting quality and salability  of metal concentrates, result in damage to mineral properties, injury or  death to persons, damage to the Company’s property or the property of others,  monetary losses and legal liabilities.  These factors may also cause a  mineral deposit that has been mined profitably in the past to become  unprofitable in the future. Estimates of production from properties not yet  in production or from operations that are to be expanded are based on similar  factors (including, in some instances, feasibility studies prepared by the  Company’s personnel and outside consultants) but it is possible that actual  operating costs and economic returns will differ significantly from those  currently estimated.

 Need for additional Mineral Reserves risk.  Given that mines have limited lives based on Proven and Probable Mineral  Reserves, the Company must continually review, replace and expand the reserves  at its mines.  The life-of-mine estimates included in the Company’s  continuous disclosure documents filed on SEDAR and EDGAR are subject to continual  adjustment. The Company’s ability to maintain or increase its annual  production of gold, copper, zinc and other commodities will be dependent in  significant part on its ability to bring new mines into production and to  expand reserves at existing mines.

**Permitting risk.**  The Company’s  operations and future exploration and development activities are subject to  receiving and maintaining permits from appropriate governmental authorities  and the granting of new exploration and other licenses and permits.  There is  no assurance that delays will not occur in connection with obtaining all  necessary renewals of existing permits for current operations, future  development of its projects or exploration tenements, or for additional  permits for any possible future changes to development, operations or  applications for new exploration tenements, or additional permits associated  with regulations and legislation or that such renewals or additional permits  will be granted. Prior to any development on any of its properties, the  Company must receive permits from appropriate governmental authorities. There  can be no assurance that the Company will obtain or continue to hold all  permits necessary to develop or continue operating at any particular property  site.  Any failure to obtain or maintain the requisite permits could have a  material adverse effect on the Company and its future production levels.

**Environmental risk.**  Production at the  Company’s mine involves the use of toxic materials. Should toxic materials  leak or otherwise be discharged from the containment system then the Company  may become subject to liability for cleanup work that may not be insured  against. While the Company intends to prevent discharges of pollutants into  the ground water and the environment, it may be unsuccessful in such efforts  and as a result may become subject to liability for hazards that it may not  be insured against. Losses from these events may cause the Company to incur  significant costs that could have a material adverse effect upon its  financial performance and results of operations.

The Company’s operations and exploration  and development activities are subject to environmental regulations  promulgated by the government of Eritrea, Serbia and in other jurisdictions  that it carries on these activities. Environmental legislation provides for  restrictions and prohibitions on spills, releases or emissions of various  substances produced in association with certain mining industry operations,  such as seepage from tailings disposal areas that could result in  environmental pollution.  A breach of such legislation may result in the  imposition of fines and penalties.  Environmental legislation is evolving in  general in a manner that means standards and enforcement, fines and penalties  for non-compliance are becoming more stringent over time. Environmental  assessments for projects carry a heightened degree of responsibility for companies,  directors, officers and employees.  The cost of compliance with changes in  government regulations has the potential to reduce the profitability of  operations and its ability to conduct its exploration and development  activities. The Company devotes significant time and resources toward meeting  its goal of complete compliance with all environmental regulations in the  countries in which the Company has operations and exploration and development  activities and seeks to comply with prudent international standards.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

  Environmental hazards may also exist on the  properties on which the Company holds interests that are unknown to the  Company at present and that may have been caused before the Company received titleto the properties.

 Failure to comply with applicable laws,  regulations and permitting requirements may result in enforcement actions,  including orders issued by regulatory or judicial authorities causing  operations or exploration and development activities to cease or be substantially  curtailed, and may include corrective measures requiring significant capital  expenditures, installation of additional equipment, or remedial actions. In  addition, parties that engage in mining operations or exploration and  development activities, including the Company, may be required to compensate  those suffering loss or damage by reason of the such activities and may face civil  or criminal fines or penalties for violations of applicable laws or  regulations.

 Amendments to current laws, regulations and  permits governing operations and activities of mining companies, or more  stringent implementation thereof, could have a material adverse impact on the  Company and cause increases in exploration expenses, capital expenditures or  production costs, reduction in levels of production at producing properties,  or abandonment or delays in development of new mining properties. 

**Labour risk.**  The Company is  dependent on its workforce to extract and process minerals, and is therefore  sensitive to its ability to source skilled labour in country and the  potential for a labour disruption that impacts the Company's mining  activities or changes to laws. The Company endeavours to maintain good  relations with its contractors and workforce in order to minimize the possibility  of strikes, lockouts and other stoppages at its work sites. Relations between  the Company and its employees may be impacted by changes in legislation or labour  relations that may be introduced by, among other things, employee groups,  unions, and the relevant governmental authorities in those jurisdictions where  the Company operates and may have a material adverse effect on the Company’s  business results of operations and financial conditions.

**Risks related to the construction, plant  expansion, and optimization of current process plant, start-up of new mining  operations or other development and mining phases.**  The success of  construction projects, plant expansions and their optimization or other  development and mining phases, is subject to a number of factors including  the availability and performance of qualified engineering and construction  contractors, mining contractors, suppliers and consultants, the receipt of  required governmental approvals and permits in connection with any construction  of facilities and the conduct of mining operations, including environmental  permits, price escalation on all components of construction and development,  plant expansions, start-up of new mines, the underlying characteristics,  quality and unpredictability of the exact nature of mineralogy and metallurgy  of a deposit and the consequent accurate understanding of doré or concentrate  production, the successful completion and operation of conveyors to move ore  and other operational elements. Any delay or deterioration in the performance  of any one or more of the contractors, suppliers, consultants or other  persons on which the Company is dependent in connection with its  construction, expansion or transition activities or start-up of new mines, a  delay in or failure to receive the required governmental approvals and  permits in a timely manner or on reasonable terms, or a delay in or failure  in connection with the completion and successful operation of facilities or  other operational elements could delay or prevent the successful transition  to primary production at Bisha as planned, or the start-up of new mines.  There can be no assurance that current or future construction or development projects  or plant expansions as planned or the start-up of new mining operations by the  Company will be successful.

**Infrastructure risk.**  Mining,  processing and development activities depend, to some degree, on adequate  infrastructure. Reliable roads, bridges, power sources and water supply are  important determinants that affect capital and operating costs.  Disruption  or curtailment of access to or maintenance of such infrastructure or supplies  whether it is due to inclement weather, wear and tear, or other reasons,  could have an adverse material impact on the Company’s ability to service and  operate its mines due to higher costs or business interruption. Unusual or  infrequent weather phenomena, sabotage, terrorist activities, government or  other interference in the maintenance or provision of such infrastructure  could adversely affect the Company’s operations and development activities,  financial condition and results of operations.

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AMENDED ANNUAL  INFORMATION FORM – December 31, 2017

**Transportation risk.**  Delivery to the  mine operation of required operating consumables and fuel as well as delivery  to the various smelters of mine-produced concentrates is most often subject  to third party contractors, be it land transport in country or sea freight to  and from the ocean port.  To a large extent there are many factors outside  the control of the Company, which can adversely affect the delivery of these  key commodities and consumables, or the export of these metal concentrates  ranging from elevated transport costs to significant delays or temporary  stoppage in product movement. The Company may be unable to achieve efficient transportation  logistics when seeking to move mineral products from the mine site to port.   There remains a risk that the contractor will not be able to transport the  required volume of concentrate due to various factors such as an inadequate  number of trucks, poor maintenance of those trucks, or an inadequate number of  trained drivers available to operate the trucks.  In addition, there may be  difficulties in chartering marine bulk carriers in a timely manner to  transport concentrate to overseas customers.  There is also an ever-present  risk of piracy with respect to marine transport in and around the Gulf of  Aden and the risk that the port of Massawa could become inaccessible in the  event of piracy, military conflict or political unrest.  Any interruption in  the delivery chain from mine site to customers could both halt mine process  plant production due to limited storage capacity for concentrates (as well as  risks associated with build-up of concentrate stocks exposed to the elements)  leading to business interruption losses which could also breach the terms and  conditions of certain offtake agreements that may specify delivery of required  quantities of concentrate over pre-established time periods. These factors  could have a material impact on the Company’s results of operations andfinancial condition.****

**Land title risk.**  The acquisition  of clear title to mineral properties is a very detailed and time-consuming  process. Title to, and the area of, mineral concessions may be disputed.   Although the Company believes that it has taken reasonable measures to ensure  receipt of proper title to its properties, there is no guarantee that title  to any one or more of its properties will not be challenged or impaired.   Third parties may have valid claims underlying portions of the Company’s  interests, including prior unregistered liens, agreements, transfers or  claims, including indigenous land claims, and title may be affected by, among  other things, undetected defects.  In addition, the Company may be unable to  operate its properties as permitted or to enforce its rights with respect toits properties while such title defects or claims are addressed.****

**Other Risks and  Uncertainties. **The  Company is subject to a number of other risks and uncertainties that could  adversely affect the Company’s business, financial condition and operating  results and its beliefs, plans and expectations about the future including,  without limitation, risks that: (i) the Company becomes  involved in any material disputes with any of its key business partners,  suppliers or customers; (ii) the Company is subject to any adverse ruling in  any of the pending litigation to which it is a party; (iii) the Company  incurs unanticipated power interruptions or failures due to electrical  circuit failures or inadequate fuel quality or continued supply required to  effectively operate power generators for the plant or otherwise, the short  supply or high cost of fuel and energy; (iv) fluctuating trends in the supply  and cost of parts or fuel can make planning our business more difficult; or  (v) unexpected costs or repairs to the plant; (vi) metallurgical challenges  from the variable ore materials being processed to produce concentrate or  other known and unknown risks and uncertainties and other factors that may cause  the actual results or events to differ materially from those anticipated by  the Company;

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