Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT)
("Sierra Metals" or the "Company") wishes to remind
shareholders that, following the initial expiry time for Alpayana's
(as defined herein) all-cash offer of $1.15 (the "Offer")
per common share of the Company ("Common Shares"), Alpayana
has extended the period during which shareholders of Sierra Metals
may tender their Common Shares to the Offer until 5:00 p.m. (Toronto time) on May 23, 2025 (the
"Deadline"), as required by applicable Canadian securities
laws.
As of the expiry of the initial deposit period for the Offer at
5:00 p.m. (Toronto time) on May 12, 2025, Alpayana announced that
152,904,401 Common Shares, representing approximately 70.7% of the
issued and outstanding Common Shares, were tendered to the Offer
and taken-up by Alpayana Canada Ltd., a wholly owned subsidiary of
Alpayana S.A.C. (collectively "Alpayana"). Subsequently, on
May 19, 2025, Alpayana announced that an additional 34,413,923
Common Shares, representing approximately 15.9% of the issued and
outstanding Common Shares, were tendered to the Offer and taken-up
by Alpayana. Accordingly, Alpayana will, upon take-up of these
Common Shares, own an aggregate of 187,318,324 Common Shares,
representing approximately 86.7% of the issued and outstanding
Common Shares.
Despite Sierra's ongoing efforts to work constructively with
Alpayana toward a negotiated transaction, and an orderly transition
of the Company's business, such efforts have been rebuffed by
Alpayana. Among other things, the Company's Board of Directors has
sought confirmation from Alpayana that it would undertake to pursue
a second-step transaction to acquire 100% of Sierra Metals at the
Offer price. Alpayana has refused to provide the requested
confirmation, including in its news release of May 19, 2025, that
it would complete a second-step transaction to acquire 100% of
Sierra Metals at the Offer price.
Shareholders are cautioned that Alpayana is not required under
applicable laws to pursue a second-step transaction to acquire 100%
of Sierra Metals at the Offer price even if it acquires 90% or more
of the issued and outstanding Common Shares under the Offer.
Shareholders who wish to tender their Common Shares to the Offer
are encouraged to do so as soon as possible as there is no
guarantee that Alpayana will further extend the Offer after the
Deadline, nor is there any guarantee that Alpayana will pursue a
second-step transaction to acquire 100% of the Common Shares at the
Offer price.
If Alpayana does not pursue a second-step transaction,
shareholders of Sierra who do not tender their Common Shares prior
to the Deadline will remain minority shareholders of a public
company under Alpayana's control. As a controlling shareholder,
Alpayana has the ability to exercise control over all matters
requiring approval of the shareholders of the Company, including
the election of directors, determination of significant corporate
actions and amendments to the Company's constating documents. In
some cases, the interests of Alpayana may not be the same as the
remaining public shareholders, and conflicts may arise from time to
time that may be resolved in a manner detrimental to the Company's
remaining public shareholders.
Additionally, Alpayana owning a significant majority of the
Common Shares reduces the number of Common Shares that might
otherwise trade publicly, which could materially adversely affect
the liquidity and market value of any Common Shares held by the
minority public shareholders who remain as shareholders of the
Company following the Deadline.
Accordingly, shareholders who wish to tender their Common
Shares to the Offer are encouraged to do so as soon as
possible.
The Board will continue to operate the business in accordance
with its fiduciary duties and remains available to engage with
Alpayana on a transition plan that is in the best interest of
Sierra's stakeholders.
Shareholder Questions and How to Tender
Shareholders of Sierra Metals who have questions or require
assistance in tendering their Common Shares to the Offer may
contact the Depositary and Information Agent for the Offer:
Shorecrest Group, at telephone at 1-888-637-5789 (North American
Toll-Free Number), +1-647-931-7454 (outside North America), or by
email at contact@shorecrestgroup.com.
About Sierra Metals
Sierra Metals is a Canadian mining company focused on copper
production with additional base and precious metals by-product
credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico.
The Company is intent on safely increasing production volume and
growing mineral resources. Sierra Metals has recently had several
new key discoveries and still has many more exciting brownfield
exploration opportunities in Peru and Mexico that are within close
proximity to the existing mines. Additionally, the Company has
large land packages at each of its mines with several prospective
regional targets providing longer-term exploration upside and
mineral resource growth potential.
Forward-Looking Statements
This news release contains forward-looking information within
the meaning of Canadian securities legislation. Forward-looking
information relates to future events or the anticipated performance
of Sierra Metals and reflect management's expectations or beliefs
regarding such future events and anticipated performance based on
an assumed set of economic conditions and courses of action. In
certain cases, statements that contain forward-looking information
can be identified by the use of words such as "plans", "expects",
"is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes" or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might", or "will be taken", "occur" or
"be achieved" or the negative of these words or comparable
terminology. By its very nature forward-looking information
involves known and unknown risks, uncertainties and other factors
that may cause actual performance of Sierra Metals to be materially
different from any anticipated performance expressed or implied by
such forward-looking information. Forward-looking statements in
this news release include, but are not limited to, statements
regarding the Offer, a potential second step transaction, the
intentions of Alpayana, potential conflicts between shareholders
and Alpayana, and the future market price and liquidity of the
Common Shares.
Forward-looking information is subject to a variety of risks and
uncertainties, which could cause actual events or results to differ
from those reflected in the forward-looking information, including,
without limitation, the risks described under the heading "Risk
Factors" in the Company's annual information form dated March 26,
2025 for its fiscal year ended December 31, 2024 and other risks
identified in the Company's filings with Canadian securities
regulators, which are available at www.sedarplus.ca.
The risk factors referred to above are not an exhaustive list of
the factors that may affect any of the Company's forward-looking
information. Forward-looking information includes statements about
the future and is inherently uncertain, and the Company's actual
achievements or other future events or conditions may differ
materially from those reflected in the forward-looking information
due to a variety of risks, uncertainties and other factors. The
Company's statements containing forward-looking information are
based on the beliefs, expectations, and opinions of management on
the date the statements are made, and the Company does not assume
any obligation to update such forward-looking information if
circumstances or management's beliefs, expectations or opinions
should change, other than as required by applicable law. For the
reasons set forth above, one should not place undue reliance on
forward-looking information.
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version on businesswire.com: https://www.businesswire.com/news/home/20250521247792/en/
For further information regarding Sierra Metals, please visit
www.SierraMetals.com or contact:
Investor Relations Sierra Metals Inc. +1 (866) 721-7437
info@sierrametals.com Media Relations John Vincic Principal
Oakstrom Advisors +1 (647) 402-6375 john@oakstrom.com
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