Sierra Metals Reminds Shareholders of
Impending Deadline to Tender Shares to Alpayana Offer
May 21, 2025
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