Alpayana Takeover Offer

An affiliate of Alpayana S.A.C. (“Alpayana”) has commenced an opportunistic hostile take-over bid to acquire all of the Common Shares of Sierra Metals Inc. (“Sierra”).

The Sierra Board of Directors has unanimously concluded that the Hostile Bid is inadequate, does not reflect full and fair value for the Common Shares and is not in the best interests of Sierra or its Shareholders.

The Board recommends that you REJECT the Hostile Bid and DO NOT TENDER your Common Shares.

To reject the Hostile Bid, simply TAKE NO ACTION.

Any Shareholder who has tendered his or her Common Shares to the Hostile Bid should WITHDRAW those Common Shares IMMEDIATELY.

Reasons for Rejecting the Hostile Bid

1. The Hostile Bid has already been rejected by a majority of shareholders, rendering the bid incapable of completion based on its non-waivable condition.
2. The Hostile Bid fails to recognize the strategic value of a copper producing company operating in proven mining jurisdictions.
3. Sierra has a high-quality portfolio of assets with significant upside potential.
4. The Hostile Bid is opportunistic and clearly timed to deprive Sierra Shareholders of a potential near-term uplift in the share price.
5. Contrary to Alpayana’s assertion on our financial position, Sierra has a manageable debt load and is well positioned to de-lever in the near-term.
6. The Hostile Bid is significantly below implied premiums of precedent transactions.
7. The Hostile Bid is significantly below implied multiples of precedent base metal transactions.
8. The standalone case has strong upside potential for shareholders and superior offers or other alternatives have the potential to emerge.
9. Independent Equity Research has agreed with the Board’s assessment that the Hostile Bid is opportunistic and undervalues the Company.
10. Alpayana has a strong strategic imperative to secure Yauricocha for itself and ample ability to pay a significantly higher purchase price if it so chooses.
11. The Hostile Bid contains extraordinary conditionality, including certain conditions which cannot be satisfied. This calls into question the seriousness and legitimacy of the Hostile Bid.
12. Sierra has received an inadequacy opinion from BMO Capital Markets that, from a financial point of view, the Hostile Bid is not an adequate offer for Shareholders.

Please see below for more details about the Alpayana offer and Sierra's response.

We will continue to update this page with new materials as they become available, and we urge our shareholders to return regularly.

RELATED DOCUMENTS

Director’s Circular

RELATED PRESS RELEASES

• January 14, 2025: Sierra Metals Board of Directors Rejects Alpayana’s Hostile Bid; Hostile Bid’s Inadequate Offer Price Fails to Recognize Sierra Metals’ Value and Growth Potential
• December 30, 2024: Sierra Metals Adopts Shareholder Rights Plan
• December 26, 2024: Sierra Metals Announces Majority of Shareholders Reject Proposed Take-over Bid from Alpayana as Inadequate
• December 17, 2024: Sierra Acknowledges Press Release from Alpayana Announcing its Intention to Commence an Unsolicited Takeover Bid

Sierra shareholders who have questions or have already tendered their Common Shares to the Hostile Bid and who wish to obtain assistance in withdrawing them are urged to contact their broker or Carson Proxy Advisors, Sierra’s Information Agent and strategic shareholder advisor, by North American toll free phone at 1-800-530-5189, local and text: 416-751-2066 or by email at info@carsonproxy.com.