Alpayana Requisitions a Shareholder Meeting of Sierra to Acquire the Remaining Sierra Shares and Replace the Board of Directors
LIMA, Peru, May 28, 2025 /CNW/ - Alpayana S.A.C. (" Alpayana") announces today that it has requisitioned a meeting of shareholders (the " Meeting") of Sierra Metals Inc. (" Sierra") under Section 143 of the Canada Business Corporations Act for the following purposes:
i. to approve a second step business combination transaction pursuant to which Alpayana will complete the privatization of Sierra and acquire all of the issued and outstanding common shares of Sierra (the " Sierra Shares") that it does not already own (the " Subsequent Acquisition Transaction");
ii. to remove the six incumbent directors of Sierra, being Miguel Aramburu, Ernesto Balarezo, Wendy Kaufman, Roberto Maldonado, Robert Neal and Beatriz Orrantia, as well as any directors who may be appointed to the Board of Directors of Sierra (the " Board") prior to the Meeting;
iii. to set the size of the Board at three directors; and
iv. to elect three new directors to the Board, being Fernando Arrieta (CEO, Alpayana), José Cúneo (Partner, Payet, Rey, Cauvi, Peآrez Abogados) and Dustin Perry (CEO, President and Director, Kingfisher Metals Corp.).
Alpayana has requested that Sierra call the Meeting by June 3, 2025, and that such Meeting be held no later than July 29, 2025. Alpayana expects that Sierra will promptly call the Meeting and work with Alpayana and its counsel to prepare the management information circular for such Meeting, as Sierra is required pursuant to applicable Canadian laws and the rules of the Toronto Stock Exchange (" TSX") to hold its annual meeting of shareholders by June 30, 2025, and it has not yet done so.
Alpayana has also requested that Sierra set June 23, 2025 as the record date for Sierra shareholders entitled to receive notice of and entitled to vote at the Meeting, and that Sierra permit in-person attendance by Sierra shareholders at the Meeting in accordance with corporate governance best practices and guidance.
Alpayana was forced to requisition this Meeting as Sierra's management team and Board have been uncooperative in facilitating the transition of management and control to Alpayana following Alpayana's hugely successful take-over bid of Sierra. Alpayana currently owns an aggregate of 202,768,502 Sierra Shares, representing 93.82% of the issued and outstanding Sierra Shares and intends to acquire the remaining issued and outstanding Sierra Shares pursuant to the Subsequent Acquisition Transaction.
Following the completion of the Subsequent Acquisition Transaction (which is expected to close shortly following the Meeting), Alpayana intends to cause Sierra to apply to the TSX to delist the Sierra Shares from the TSX and, if permitted by applicable law, cause Sierra to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws. In accordance with Peruvian securities laws, Alpayana will also launch a local public tender for the number of issued and outstanding shares of Sociedad Minera Corona S.A. that are required to be acquired under Peruvian securities laws, at the price to be established in accordance with such regulations.
SHAREHOLDER QUESTIONS
Sierra shareholders who have questions about the Meeting or Alpyana's take-over bid of Sierra, may contact Shorecrest Group, the Depositary and Information Agent for the take-over bid, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at [email protected].
ABOUT ALPAYANA
Alpayana Canada Ltd. (" Alpayana Canada") is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the offer to purchase all of the issued and outstanding Sierra Shares. Alpayana is a family-owned private mining company committed to the development and promotion of sustainable and responsible mining. It strives to leave a positive and meaningful legacy by prioritizing the wellbeing of its employees, the communities it impacts and the environment. Alpayana has been operating mines in Peru for over 38 years, has a successful M&A track record, and experience in developing projects with discipline and with a view on long-term intrinsic value. Alpayana has revenues in excess of US$500 million and a robust balance sheet.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events and reflect Alpayana Canada's and Alpayana's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding Alpayana's intentions with respect to acquiring the remaining Sierra Shares, the Meeting, the removal of the incumbent directors and election of new directors to the Board, the Subsequent Acquisition Transaction, the delisting of Sierra Shares from the TSX and Sierra ceasing to be a reporting issuer. Such forward-looking statements reflect Alpayana Canada and Alpayana's current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which Alpayana operates.
Although the forward-looking information contained in this document is based upon what Alpayana Canada and Alpayana believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, Alpayana Canada and Alpayana do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Toronto Star
an hour ago
- Toronto Star
Five things you need to know as Trump's tariffs go back to court
WASHINGTON - The world buckled up for another roller-coaster ride of uncertainty this week as U.S. President Donald Trump's sweeping tariff agenda made its way through the courts. A federal appeals court on Thursday granted the Trump administration's emergency motion to temporarily stay a decision from the U.S. Court of International Trade that blocked many of the president's tariffs. The lower court on Wednesday ruled that Trump's use of an emergency powers law to impose tariffs exceeded his authority. ARTICLE CONTINUES BELOW Here's a quick look at what it all means for Canada. — What's happening with tariffs The federal appeals court granted the Trump administration's emergency motion, essentially freezing a decision by the U.S. Court of International Trade blocking the so-called 'Liberation Day' and fentanyl-related tariffs. That means that countries will continue to be hit by those duties for now. They include 25 per cent tariffs on all Canadian imports not compliant with the Canada-U.S.-Mexico Agreement on trade, with a lower 10 per cent levy on energy and potash. The appeals court said the request for a stay was granted 'until further notice while this court considers the motions papers.' It said the plaintiffs have until June 5 to reply to the administration's motion for a stay, while the administration 'may file a single, consolidated reply in support' of the motion no later than June 9. George Mason University law professor Ilya Somin said in an online post that it was a 'a brief temporary stay intended to give the court time to consider whether a longer stay should be imposed.' Somin, along with the Liberty Justice Center, represents American small businesses in the case against the tariffs. — What the White House argued In its emergency motion to the appeals court, the Trump administration argued the U.S. Court of International Trade's injunction blocking the tariffs was 'unprecedented and legally indefensible.' The motion said blocking the tariffs threatens 'to unwind months of foreign policy decision-making.' It said agreements with multiple countries could 'be immediately unravelled.' ARTICLE CONTINUES BELOW ARTICLE CONTINUES BELOW Trump's administration argued that if a stay was not granted, it would seek emergency relief from the Supreme Court on Friday. White House Press Secretary Karoline Leavitt said earlier Thursday that the Supreme Court should 'put an end to this' and called the lower court's decision 'judicial overreach.' She maintained that Trump had the legal authority to use the International Emergency Economic Powers Act to implement tariffs. — The U.S. Court of International Trade's decision on IEEPA Trump used the International Emergency Economic Powers Act of 1977, usually referred to by the acronym IEEPA, to implement his most sweeping tariffs. While the national security statute gives the U.S. president authority to control economic transactions after declaring an emergency, it had never previously been used for tariffs. The U.S. Constitution gives power over taxes and tariffs to Congress. The trade court wrote that 'because of the Constitution's express allocation of the tariff power to Congress … we do not read IEEPA to delegate an unbounded tariff authority to the President.' 'We instead read IEEPA's provisions to impose meaningful limits on any such authority it confers,' it added. Mona Paulsen, an associate international economic law professor at the London School of Economics, said the decision is significant because it shows there are limits to the main tool Trump's administration had used in its attempts to realign global trade. ARTICLE CONTINUES BELOW ARTICLE CONTINUES BELOW — What the lower court said about tariffs Trump declared emergencies at the United States' northern and southern borders linked to the flow of fentanyl to hit Canada and Mexico with economywide tariffs. He later declared an emergency over trade deficits to impose his retaliatory 'Liberation Day' duties on most nations. The trade court wrote that 'the Worldwide and Retaliatory Tariff Orders exceed any authority granted to the President by IEEPA to regulate importation by means of tariffs.' It separately found that 'the Trafficking Tariffs fail because they do not deal with the threats set forth in those orders.' — Which tariffs aren't affected by this court ruling Trump is hitting Canada, and the world, with 25 per cent tariffs on steel and aluminum. The president has also implemented 25 per cent duties on automobiles, with a partial carveout for cars compliant with the Canada-U.S.-Mexico Agreement on trade. Those vehicles are being slapped with tariffs on their non-American components. Trump used the Trade Expansion Act of 1962 to enact those duties. The president has launched trade investigations to use the same tool to tariff other imports, such as pharmaceuticals and semiconductors, in the future. Leavitt said Trump will also look at other tools to continue his wide-ranging tariff agenda. This report by The Canadian Press was first published May 29, 2025.
The Province
4 hours ago
- The Province
Carney says he ‘welcomes' tariff decision by U.S. trade court but other tariffs remain
The prime minister shared his position in the House of Commons on Thursday morning President Donald Trump meets Canadian Prime Minister Mark Carney in the Oval Office of the White House, Tuesday, May 6, 2025, in Washington. Photo by Evan Vucci/AP Photo OTTAWA — Canada was only able to breathe a sigh of relief on tariffs for a few hours, as a U.S. federal appeals court has temporarily reinstated some tariffs on Canadian goods. This advertisement has not loaded yet, but your article continues below. THIS CONTENT IS RESERVED FOR SUBSCRIBERS ONLY Subscribe now to read the latest news in your city and across Canada. Exclusive articles by top sports columnists Patrick Johnston, Ben Kuzma, J.J. Abrams and others. Plus, Canucks Report, Sports and Headline News newsletters and events. Unlimited online access to The Province and 15 news sites with one account. The Province ePaper, an electronic replica of the print edition to view on any device, share and comment on. Daily puzzles and comics, including the New York Times Crossword. Support local journalism. SUBSCRIBE TO UNLOCK MORE ARTICLES Subscribe now to read the latest news in your city and across Canada. Exclusive articles by top sports columnists Patrick Johnston, Ben Kuzma, J.J. Abrams and others. Plus, Canucks Report, Sports and Headline News newsletters and events. Unlimited online access to The Province and 15 news sites with one account. The Province ePaper, an electronic replica of the print edition to view on any device, share and comment on. Daily puzzles and comics, including the New York Times Crossword. Support local journalism. REGISTER / SIGN IN TO UNLOCK MORE ARTICLES Create an account or sign in to continue with your reading experience. Access articles from across Canada with one account. Share your thoughts and join the conversation in the comments. Enjoy additional articles per month. Get email updates from your favourite authors. THIS ARTICLE IS FREE TO READ REGISTER TO UNLOCK. Create an account or sign in to continue with your reading experience. Access articles from across Canada with one account Share your thoughts and join the conversation in the comments Enjoy additional articles per month Get email updates from your favourite authors On Thursday afternoon, the Court of Appeals for the Federal Circuit granted a request for an 'immediate administrative stay' of a ruling by the U.S. Court of International Trade stating that President Donald Trump could not use emergency powers to impose tariffs. White House spokesperson Karoline Leavitt told reporters earlier in the day that the U.S. administration had already filed an emergency motion for a stay pending appeal to 'strike down this egregious decision' and was considering other legal avenues to impose tariffs. The federal court decision means that Trump's sweeping 10 per cent global tariffs and 'reciprocal tariffs' on dozens of trading partners, as well as 25 per cent fentanyl-related duties on Canadian and Mexican goods are now back into force for the time being. This advertisement has not loaded yet, but your article continues below. Read More Plaintiffs have until June 5 to respond to the U.S. administration's motion for a stay, while the government 'may file a single, consolidated reply in support' no later than June 9. Finance Minister François-Philippe Champagne had not immediately seen the news, as he was leaving question period Thursday afternoon. 'Listen, we're going to continue to fight. Canadians know that. We have their back and we'll continue to fight,' he told reporters. Interim NDP Leader Don Davies called this turn of events 'disappointing.' 'Canada has to develop a strong united position that's based on a rules-based international system and I think this back-and-forth, very chaotic approach to trade policies that's coming from south of the border doesn't help,' he said. Essential reading for hockey fans who eat, sleep, Canucks, repeat. By signing up you consent to receive the above newsletter from Postmedia Network Inc. Please try again This advertisement has not loaded yet, but your article continues below. Earlier in the day, politicians in Canada were breathing a cautious sigh of relief in reaction to the decision from the U.S. Court of International Trade — calling it good news. In a speech in the House of Commons, Prime Minister Mark Carney said he welcomed the decision 'which is consistent with Canada's longstanding position' that the International Emergency Economic Powers Act tariffs were 'unlawful as well as unjustified.' He said that Canada's relationship with the U.S. was still affected by section 232 tariffs against steel, aluminum and the auto sector, as well as continuing threats of tariffs against other strategic sectors including lumber, semiconductors and pharmaceuticals. While the court decision on Wednesday marked the first major legal pushback to Trump's broad use of tariffs to upend global trade, Carney hinted that Canada does not intend to rest on its laurels and must diversify its trading relations with other allies. This advertisement has not loaded yet, but your article continues below. 'It therefore remains the top priority of Canada's new government to establish a new economic and security relationship with the United States and to strengthen our collaboration with reliable trading partners and allies around the world,' he said. In a statement on X, Conservative Leader Pierre Poilievre urged similar caution in response to the legal proceedings. 'We need true free trade — so workers earn more, prices fall, and businesses boom on both sides of the border,' he wrote. 'But we can no longer put all our eggs in the U.S. basket. Too risky. Canada must fire up free enterprise to build pipelines, powerlines, ports, rail, roads, and tech — so we are strong, self-reliant and sovereign for a change.' Bloc Québécois Leader Yves-François Blanchet said he was hopeful that the court decision would help Canadian negotiators ahead of the CUSMA renegotiation in 2026. This advertisement has not loaded yet, but your article continues below. 'It does give future Canadian negotiators a better position. It reminds us that when you have to negotiate something with a friend, with your closest friend and ally, you should not start by creating false reasons to impose tariffs and intimidate your partner,' he said. Blanchet wondered if the judicial setback might call for 'more reasonable, quiet and serene negotiations.' Candace Laing, President and CEO of the Canadian Chamber of Commerce, said she will leave this decision to work its way through the U.S. courts system. 'Ultimately, the end of this trade war with the U.S. will not come through the courts. It will come when we have negotiated a durable, new agreement on trade that is trusted and respected by all involved,' Laing said. This advertisement has not loaded yet, but your article continues below. Trump hit Canada with economy-wide tariffs in March after he declared an emergency at the northern border related to the flow of fentanyl. He took his trade war to the rest of the world in April with 'reciprocal tariffs' on nearly every nation. While he walked back the most devastating duties a few hours later, he left a 10 per cent universal tariff in place for most countries. The decision by the U.S. Court of International Trade said the U.S. Constitution gives Congress exclusive authority to regulate commerce with other countries that is not overridden by the president's emergency powers to safeguard the U.S. economy. 'The court does not pass upon the wisdom or likely effectiveness of the President's use of tariffs as leverage,' a three-judge panel said in its decision. 'That use is impermissible not because it is unwise or ineffective, but because [federal law] does not allow it.' This advertisement has not loaded yet, but your article continues below. The judges also ordered the Trump administration to issue new orders reflecting the permanent injunction within 10 days. The Trump administration minutes later filed a notice of appeal and questioned the authority of the court. A White House spokesperson argued that U.S. trade deficits 'have created a national emergency that has decimated American communities, left our workers behind, and weakened our defense industrial base — facts that the court did not dispute.' 'It is not for unelected judges to decide how to properly address a national emergency,' said spokesperson Kush Desai in a statement. Leavitt went even further during a press briefing on Thursday, saying 'the courts should have no role here' and slamming a 'troubling and dangerous trend of unelected judges inserting themselves into the presidential decision-making process.' This advertisement has not loaded yet, but your article continues below. 'America cannot function if President Trump, or any other president for that matter, has their sensitive diplomatic or trade negotiations railroaded by activist judges,' she said. One of the judges was appointed by Trump during his first administration. 'Ultimately, the Supreme Court must put an end to this, for the sake of our constitution and our country,' said Leavitt. National Post, with additional reporting by the Canadian Press and Reuters calevesque@ Get more deep-dive National Post political coverage and analysis in your inbox with the Political Hack newsletter, where Ottawa bureau chief Stuart Thomson and political analyst Tasha Kheiriddin get at what's really going on behind the scenes on Parliament Hill every Wednesday and Friday, exclusively for subscribers. Sign up here. Our website is the place for the latest breaking news, exclusive scoops, longreads and provocative commentary. Please bookmark and sign up for our politics newsletter, First Reading, here. Vancouver Canucks News News BC Lions BC Lions
Calgary Herald
7 hours ago
- Calgary Herald
Varcoe: As Trump and OPEC leader come to Alberta, energy markets 'hanging on their words'
Article content Amid such turbulence, clarity remains in short order and is clouding investment decisions. Article content That's why energy experts will closely scrutinize next month's visits, including the speech in Calgary by Al Ghais, a former Kuwaiti governor to the Organization of Petroleum Exporting Countries. Article content 'It doesn't really seem like the market is exactly sure what to make of what OPEC is doing right now, (with) a lot of contradictory signals and a lot of confusion,' Rory Johnston, founder of the Commodity Context newsletter, said Thursday. Article content 'Anytime the secretary general speaks over the next little while, the market is watching to try to figure out what all this means. Obviously, for a Canadian audience, that is especially acute given the fact that we like high prices here.' Article content Oil is Canada's largest export item, but high prices have been missing since March, when WTI crude hovered near US$72 a barrel. Many analysts expect weak prices will continue through 2025 and into next year. Article content Article content The tandem of U.S. 'reciprocal tariffs' unveiled against other countries on April 2 and OPEC+ agreeing to increase its oil supply led to a sharp drop in prices through much of the spring. On Thursday, WTI crude closed at US$60.90 a barrel, down 90 cents on the day. Article content The provincial government is projecting oil prices will average $68 a barrel for its fiscal year, potentially creating a massive revenue shortfall for the province if tepid prices continue. Article content Rystad Energy is forecasting benchmark U.S. oil prices will average $66 a barrel for this year, and $69 next year, if OPEC+ take steps to cut supply to support markets, as it has done in the past. Article content However, if the cartel and its allies don't take such action, WTI crude prices could be in the mid US$50-a-barrel range next year, said Bell. Article content 'Without OPEC coming back in to manage the market later on in this year, we do run the risk of being in a fairly low crude oil price environment,' Bell said. Article content Article content 'There is a little bit of upside on WTI prices for the summer months, but I think over the rest of 2025, we're going to be in that low $60s range, which does make it challenging from an Alberta budget perspective.' Article content During a presentation at a conference Wednesday, she noted oil markets are facing structural changes from a shifting world order, with U.S. tariffs at a level not seen in decades. Article content Rystad has cut expected global oil demand this year by 400,000 barrels per day because of the direct impact of tariffs. Article content In Canada, however, some of the hit will be offset by a smaller discount facing heavy oil. Article content The price differential between WTI and Western Canadian Select heavy oil has narrowed to about $10 a barrel with the startup of the Trans Mountain pipeline expansion, which has opened up new markets for producers.
