LAST UPDATED: APRIL 22, 2020
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.
These website terms and conditions of use for https://www.sierrametals.com, constitute a legal agreement and are entered into by and between you and Sierra Metals Inc. (“Sierra Metals”, the “Company”, “we”, “us”, “our”). The following terms and conditions (the “Terms of Use”) govern your access to and use, including any content or functionality offered on or through https://www.sierrametals.com (the “Site”).
By accessing and using the Site, you agree to be bound by and to comply with the Terms of Use set forth herein by Sierra Metals and our Privacy Statement found at https://www.sierrametals.com/privacy-statement/default.aspx. Please read carefully these Terms of Use and our Privacy Statement, which is incorporated by reference into these Terms of Use. If you do not agree with these Terms of Use, you should not access the Site nor download any part of its content.
ELIGIBILITY
The Site is intended solely for persons who are at or over the age of majority. Any access to or use of the Site by anyone under the age of majority is expressly prohibited. By accessing or using the Site you represent and warrant that you are at or over the age of majority.
OWNERSHIP AND RESTRICTIONS ON USE
The Site is owned and operated by Sierra Metals. Any and all content, data, graphics, photographs, images, audio, video, software, trademarks, service marks, trade names and other information (collectively, the “Content”) contained in this Site are proprietary to Sierra Metals its affiliates and/or third-party licensors. The Content is protected by Canadian, U.S. and international intellectual property laws.
You may download, print and reproduce the Content, in whole or in part, for your own non-commercial (e.g., informational or educational) purposes provided that you agree to maintain any and all copyright or other proprietary notices contained in such Content, and that you attribute ownership of such Content to Sierra Metals as applicable; provided, however, that you may not use, modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content related to Sierra Metals without the express prior written consent of Sierra Metals. Further, you agree not to edit, alter or modify the Content and any such use of the Content shall not be derogatory or harmful in nature. Reproduction of multiple copies of the Content, in whole or in part, for resale or distribution is strictly prohibited except with the prior written permission of Sierra Metals. To obtain written consent for such reproduction, please contact us at info@sierrametals.com.
Unless otherwise specified, the Site is for your personal and non-commercial use and for purely informational purposes.
ACCURACY OF INFORMATION
Although we take all possible steps to ensure the accuracy of the information or Content included on this Site, no assurance is given that information or material on this Site is up-to-date, accurate, error-free or complete. We take no responsibility for errors or omissions in the information or Content of this Site. We reserve the right to correct, change or update information at any time without prior notice.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Site contains “forward looking information” within the meaning of Canadian and United States securities laws related to the Company and its operations, and in particular, the anticipated developments in the Company’s operations in future periods, the Company’s planned exploration activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Statements concerning mineral reserve and resource estimates may also be considered to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if and when the properties are developed or further developed. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
These forward-looking statements include, but are not limited to: future production of silver, gold, lead, copper and zinc (collectively, the “metals”); future cash costs per ounce or pound of the metals; the price of the metals; the effects of domestic and foreign laws, regulations and government policies and actions affecting the Company’s operations or potential future operations; future successful development of the Yauricocha mine in Yauyos Province, Peru (the “Yauricocha Mine”), the Bolivar mine in Chihuahua, Mexico (the “Bolivar Mine”) and the Cusihuiriachic property in Chihuahua, Mexico (the “Cusi Mine”) and other exploration and development projects; the sufficiency of the Company’s current working capital, anticipated operating cash flow or the Company’s ability to raise necessary funds; estimated production rates for the metals produced by the Company; timing of production; the estimated cost of sustaining capital; ongoing or future development plans and capital replacement, improvement or remediation programs; the estimates of expected or anticipated economic returns from the Company’s mining projects; future sales of the metals, concentrates or other future products produced by the Company; any intention to launch a substantial issuer bid and the Company’s plans and expectations for its properties and operations.
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, risks inherent in the mining industry including environmental hazards, industrial accidents, unusual or unexpected geological formations, floods, labour disruptions, explosions, cave-ins, weather conditions and criminal activity; commodity price fluctuations; higher operating and/or capital costs; lack of available infrastructure; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; risks associated with the estimation of mineral resources and the geology, grade and continuity of mineral deposits and the inability to replace reserves; fluctuations in the price of commodities used in the Company’s operations; risks related to foreign operations; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; risks relating to outstanding borrowings; issues regarding title to the Company’s properties; risks related to environmental regulation; litigation risks; risks related to uninsured hazards; the impact of competition; volatility in the price of the Company’s securities; global financial risks; inability to attract or retain qualified employees; potential conflicts of interest; risks related to a controlling group of shareholders; dependence on third parties; differences in U.S. and Canadian reporting of mineral reserves and resources; claims under U.S. securities laws; potential dilutive transactions; foreign currency risks; risks related to business cycles; liquidity risks; reliance on internal control systems; credit risks; risks relating to climate change and risks relating to coronavirus (COVID-19).
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential” or variations thereof, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking information. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: uncertainty of production and cost estimates for the Yauricocha Mine, the Bolivar Mine and the Cusi Mine; uncertainty of production at the Company’s exploration and development properties; risks and uncertainties associated with developing and exploring new mines including start-up delays; risks and hazards associated with the business of mineral exploration, development and mining (including operating in foreign jurisdictions, environmental hazards, industrial accidents, unusual or unexpected geological or structure formations, pressures, cave-ins and flooding); risks and uncertainties relating to the interpretation of drill results and the geology, grade and continuity of the Company’s mineral deposits; risks related to the Company’s ability to obtain adequate financing for the Company’s planned development activities and to complete further exploration programs; fluctuations in spot and forward markets for the metals and certain other commodities; risks related to general economic conditions, including recent market and world events and conditions; inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; relationships with and claims by local communities and indigenous populations; diminishing quantities or grades of mineral reserves as properties are mined; challenges to, or difficulty maintaining, the Company’s title to properties and continued ownership thereof; risks related to the Company’s covenants with respect to the Company’s secured credit facility; changes in national and local legislation, taxation, controls or regulations and political or economic developments or changes in Canada, Mexico, Peru or other countries where they may carry on business; risks related to the delay in obtaining or failure to obtain required permits, or non-compliance with permits the Company has obtained; increased costs and restrictions on operations due to compliance with environmental laws and regulations; regulations and pending legislation governing issues involving climate change, as well as the physical impacts of climate change; risks related to reclamation activities on the Company’s properties; uncertainties related to title to the Company’s mineral properties and the surface rights thereon, including the Company’s ability to acquire, or economically acquire, the surface rights to certain of the Company’s exploration and development projects; the Company’s ability to successfully acquire additional commercially mineable mineral rights; risks related to currency fluctuations (such as the Canadian dollar, the United States dollar, the Peruvian sol and the Mexican peso); increased costs affecting the mining industry, including occasional high rates of inflation; increased competition in the mining industry for properties, qualified personnel and management; risks related to some of the Company’s directors’ and officers’ involvement with other natural resource companies; the Company’s ability to attract and retain qualified personnel and management to grow the Company’s business; risks related to estimates of deferred tax assets and liabilities; risks related to claims and legal proceedings and the Company’s ability to maintain adequate internal control over financial reporting.
This list is not exhaustive of the factors that may affect any of the Company’s forward-looking information. Forward looking information includes statements about the future and are 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, including, without limitation, those referred to in the Company’s annual information form under the heading “Risk 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 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.
CLASSIFICATION OF MINERAL RESERVES AND RESOURCES
On this Site, the definitions of proven and probable mineral reserves, and measured, indicated and inferred mineral resources are those used by the Canadian provincial securities regulatory authorities and conform to the definitions utilized by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended.
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MINERAL RESERVES AND MEASURED, INDICATED AND INFERRED MINERAL RESOURCES
The information contained on this Site has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with the Canadian Securities Administrators’ National Instrument 43-101 –Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended. These definitions differ from the definitions in SEC Industry Guide 7 under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the United States Securities and Exchange Commission (the “SEC”). Investors are cautioned not to assume that any part or all mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained on this Site includes descriptions of the Company’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
STOCK QUOTES
All quotes are delayed at least 15 minutes unless otherwise stated. All stock quotes and historical stock price data are provided by third party service providers and are provided for informational purposes only, and are not intended for trading purposes. If you are contemplating trading in the securities of Sierra Metals, we strongly advise you to seek independent professional advice before making any investment decision.
Sierra Metals makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify, the adequacy, accuracy or completeness of the information provided herein and, under no circumstances, will be liable for any inaccuracies or omissions in any such information or data, any delays or errors in the transmission thereof, or any loss or direct, indirect, incidental, special or consequential damages caused by reliance on this information or the risks arising from the stock market.
QUALIFIED PERSON
The technical information contained within this Site has been reviewed and approved by the following Sierra Metals employees:
Americo Zuzunaga, FAusIMM CP (Mining Engineer) and Vice President of Corporate Planning is a Qualified Person and chartered professional qualifying as a Competent Person under the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.
Augusto Chung, FAusIMM CP (Metallurgist), Vice President Special Projects and Metallurgy is a Qualified Person and chartered professional qualifying as a Competent Person on metallurgical processes.
electronic contracting
You hereby consent to the exchange of information and documents between you and us over the internet or by email and that these Terms of Use in electronic form shall be the equivalent of an original written paper agreement between us. You further agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
LINKING
We may offer links on the Site to websites, including social networking websites, which are owned and operated by third parties. We provide these links as a convenience to our visitors. We do not review the content of such websites, and neither endorse, nor are responsible for, any content, advertising, products, services or other materials on or available from such third party websites. You assume full responsibility for your use of third party websites. Such websites are governed by terms and conditions different from those applicable to this Site, and we encourage you to review the terms and privacy policies of those third parties before using their websites.
SOCIAL MEDIA
The following applies to any person who chooses to use Sierra Metal’s Facebook, Twitter, Instagram and Linkedin pages or platforms (the “Social Sites”). By using the Social Sites and posting or submitting comments, messages, photos, videos, hyperlinks, files, or any other materials (“Social Content”) to them, you agree to be legally bound by the following terms and conditions:
- While we are unable to review all Social Content posted or submitted to the Social Sites, Sierra Metals, in its sole and absolute discretion, reserves the right to edit, delete, or otherwise modify any such Social Content that does not adhere to these Terms of Use. The Company any also reserves the right to terminate any person’s access to the Social Sites if that person does not adhere to these Terms of Use. The Company cannot ensure the prompt removal of objectionable Social Content. The Company assumes no liability or responsibility to anyone for the performance or non-performance of the activities described in this paragraph.
- We welcome your thoughts and comments on the Social Content that we post on the Social Sites, but all opinions and comments should contribute to the dialog. The Company does not condone any form of harassment, written attacks, insults, vulgarity, or indecency on the Social Sites.
- We advise you to protect your privacy. Do not post or submit any personal information to the Social Sites. This includes, but is not limited to, your telephone number, email or home address, date of birth, or financial information.
- Any Social Content, views, opinions, or responses to questions that are submitted to, posted to, or otherwise expressed by users of the Social Sites other than the Company, are those of the respective contributor and do not necessarily reflect the opinions of the Company. We are not responsible for Social Content that third parties publish, post, upload, distribute, disseminate or otherwise transmit via the Social Sites. The Company does not warrant the accuracy, completeness or usefulness of the information available on the Social Sites. Nothing contained in or provided through the Social Sites is intended to constitute advice. Any reliance you place on such information is strictly at your own risk. We may post links to other web pages, but these links are not an endorsement of those pages. The Company is not responsible for the content of any website not operated by the Company. Accordingly, the Company assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties.
While using the Social Sites, you agree not to:
- Post or submit any defamatory, indecent, obscene, harassing, violent or otherwise objectionable material, as determined by us in our sole and absolute discretion, or any material that is, or may be, protected by copyright or other intellectual property rights, without permission from the copyright or other applicable intellectual property owner.
- Use the Social Sites to violate the legal rights, including (but not limited to) rights of publicity and privacy of others, or to violate the laws of any jurisdiction.
- Misrepresent an affiliation with any person or organization.
- Post or submit the personal information of the Company’s employees, including (but not limited to) their names, email addresses and telephone numbers.
- Post or submit any advertisements or solicitations of business.
- Post or submit files that contain a virus or corrupted data.
- Collect information about others (including, but not limited to their email addresses) without their consent.
- Post or submit Social Content that you know, or have reason to believe, cannot be distributed legally using the Social Sites or that you have an obligation to keep confidential.
- Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Social Sites or which, as determined by us in our sole and absolute discretion, may either harm the Company or users of the Social Sites, or expose the Company or users of the Social Sites to liability.
You hereby agree to release and hold harmless Sierra Metals, its affiliated companies and each of their respective agents, employees, directors, successors and assigns from and against any claims based on the Social Content that you post or submit, including (but not limited to) claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other intellectual property related cause of action.
DISCLAIMER AND LIMITATION OF LIABILITY
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUÉBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN DAMAGES OR LIMITATION OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
Although we strive to update and keep the Content contained on the Site accurate as much as possible, errors and/or omissions may occur.
ACCORDINGLY, THIS SITE, INCLUDING THE CONTENT AND SERVICES PROVIDED HEREIN, IS BEING PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SIERRA METALS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS ON THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY CONTENT OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNITY
To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Sierra Metals, its affiliates, members, officers, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from (1) any material you submit, post, transmit or make available on the Site, and/or (2) your use of the Site, connection thereto, or any alleged violation by you of these Terms of Use.
CHANGES AND TERMINATION
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. Further, we reserve the right to change these Terms of Use at any time and to notify you by posting an updated version of the Terms of Use on this Site. You are responsible for regularly reviewing the Terms of Use, including, without limitation, by checking the date of “Last Update” at the top of this document. Continued use of the Site after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Site constituting consideration from Sierra Metals to you for so being bound. Your only right with respect to any dissatisfaction with (1) these Terms of Use, (2) any policy or practice of ours in operating the Site, or (3) any Content available through the Site, is to stop visiting and using the Site.
APPLICABLE LAWS
Unless the applicable laws of your jurisdiction require that the laws of such jurisdiction govern, these Terms of Use are governed by and construed in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario.
If any provision of the present Terms of Use shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use and any and all other legal notices or statements posted on the Site, including the Privacy Statement, constitute the entire agreement between you and Sierra Metals with respect to the use of the Site, including the Content.
Waiver
No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
ENTIRE AGREEMENT
These Terms of Use and our Privacy Statement constitute the sole and entire agreement between you and Sierra Metals regarding the Site and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
NOTICE
Notices to you may be made via email or regular mail or, in cases of changes to these Terms of Use, by posting notices or links to such notices on the Site itself. If you have any questions or comments regarding these Terms of Use please contact us at info@sierrametals.com.