Latest news with #Alpayana
Yahoo
3 days ago
- Business
- Yahoo
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 contact@ 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. SOURCE Alpayana S.A.C. View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Cision Canada
3 days ago
- Business
- Cision Canada
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.
Cision Canada
5 days ago
- Business
- Cision Canada
Alpayana Announces Final Take-Up of Sierra Shares and Expiry of Offer
LIMA, Peru, May 26, 2025 /CNW/ - Alpayana S.A.C. (" Alpayana") is pleased to announce today that an additional 15,450,178 common shares (the " Sierra Shares") of Sierra Metals Inc. (" Sierra") were validly tendered (and not withdrawn) under its all-cash offer (the " Offer") to purchase all of the issued and outstanding Sierra Shares for C$1.15 in cash per share as of the expiry of the extended deposit period for the Offer at 5:00 p.m. (Toronto time) on May 23, 2025. The Offer has now expired. These recently deposited Sierra Shares represent approximately 7.15% of the issued and outstanding Sierra Shares. In accordance with the terms of the Offer, Alpayana's wholly-owned Canadian subsidiary (" Alpayana Canada" or the " Offeror"), will immediately take-up the additional 15,450,178 Sierra Shares that have been tendered to the Offer (the " Final Take-Up") and Alpayana will pay for such Sierra Shares as soon as possible. Alpayana previously acquired 187,318,324 Sierra Shares under the Offer, representing approximately 86.67% of the total number of outstanding Sierra Shares, and, after giving effect to the Final Take-Up, Alpayana will own an aggregate of 202,768,502 Sierra Shares, representing 93.82% of the issued and outstanding Sierra Shares. Alpayana Canada intends to pursue a subsequent acquisition transaction to complete the privatization of Sierra and acquire all Sierra Shares not acquired pursuant to the Offer. Alpayana intends to requisition a meeting of Sierra shareholders as soon as possible for the purpose of, among other things, seeking shareholder approval of such subsequent acquisition transaction. Following the completion of such subsequent acquisition transaction, Alpayana Canada intends to cause Sierra to apply to the Toronto Stock Exchange (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. EARLY WARNING DISCLOSURE The purpose of the Offer is to enable Alpayana acquire all of the issued and outstanding Sierra Shares (of which it currently holds 187,318,324 Sierra Shares, and following completion of the Final Take-Up it will hold 202,768,502 Sierra Shares). A copy of Alpayana's early warning report to be filed for the Final Take-Up of Sierra Shares can be obtained from Shorecrest Group, the Depositary and Information Agent for the Offer, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at [email protected]. Sierra's head office is located at 200 Bay Street, Suite 2800, Toronto, Ontario, M5J 2J3, Canada. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the Offer. 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. Alpayana has retained LXG Capital as exclusive financial advisor and McCarthy Tétrault, Estudio Rebaza, Alcázar & De las Casas, and Creel, García- Cuéllar, Aiza y Enriquez Abogados as legal counsel to this transaction. 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 the take-up of Sierra Shares, any subsequent acquisition transaction, requisitioning a meeting of Sierra shareholders, 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.
Yahoo
5 days ago
- Business
- Yahoo
Alpayana Announces Final Take-Up of Sierra Shares and Expiry of Offer
LIMA, Peru, May 26, 2025 /CNW/ - Alpayana S.A.C. ("Alpayana") is pleased to announce today that an additional 15,450,178 common shares (the "Sierra Shares") of Sierra Metals Inc. ("Sierra") were validly tendered (and not withdrawn) under its all-cash offer (the "Offer") to purchase all of the issued and outstanding Sierra Shares for C$1.15 in cash per share as of the expiry of the extended deposit period for the Offer at 5:00 p.m. (Toronto time) on May 23, 2025. The Offer has now expired. These recently deposited Sierra Shares represent approximately 7.15% of the issued and outstanding Sierra Shares. In accordance with the terms of the Offer, Alpayana's wholly-owned Canadian subsidiary ("Alpayana Canada" or the "Offeror"), will immediately take-up the additional 15,450,178 Sierra Shares that have been tendered to the Offer (the "Final Take-Up") and Alpayana will pay for such Sierra Shares as soon as possible. Alpayana previously acquired 187,318,324 Sierra Shares under the Offer, representing approximately 86.67% of the total number of outstanding Sierra Shares, and, after giving effect to the Final Take-Up, Alpayana will own an aggregate of 202,768,502 Sierra Shares, representing 93.82% of the issued and outstanding Sierra Shares. Alpayana Canada intends to pursue a subsequent acquisition transaction to complete the privatization of Sierra and acquire all Sierra Shares not acquired pursuant to the Offer. Alpayana intends to requisition a meeting of Sierra shareholders as soon as possible for the purpose of, among other things, seeking shareholder approval of such subsequent acquisition transaction. Following the completion of such subsequent acquisition transaction, Alpayana Canada intends to cause Sierra to apply to the Toronto Stock Exchange (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. EARLY WARNING DISCLOSURE The purpose of the Offer is to enable Alpayana acquire all of the issued and outstanding Sierra Shares (of which it currently holds 187,318,324 Sierra Shares, and following completion of the Final Take-Up it will hold 202,768,502 Sierra Shares). A copy of Alpayana's early warning report to be filed for the Final Take-Up of Sierra Shares can be obtained from Shorecrest Group, the Depositary and Information Agent for the Offer, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at contact@ Sierra's head office is located at 200 Bay Street, Suite 2800, Toronto, Ontario, M5J 2J3, Canada. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the Offer. 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. Alpayana has retained LXG Capital as exclusive financial advisor and McCarthy Tétrault, Estudio Rebaza, Alcázar & De las Casas, and Creel, García- Cuéllar, Aiza y Enriquez Abogados as legal counsel to this transaction. 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 the take-up of Sierra Shares, any subsequent acquisition transaction, requisitioning a meeting of Sierra shareholders, 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. SOURCE Alpayana S.A.C. View original content:
National Post
21-05-2025
- Business
- National Post
Sierra Metals Reminds Shareholders of Impending Deadline to Tender Shares to Alpayana Offer
Article content TORONTO — 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. Article content Article content 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. Article content 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. Article content 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. Article content 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. Article content 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. Article content 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. Article content 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. Article content 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@ Article content About Sierra Metals Article content 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. Article content Forward-Looking Statements Article content 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. Article content 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 Article content 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. Article content Article content Article content Article content For further information regarding Sierra Metals, please visit or contact: Article content Article content
