Alpayana Announces a Price Increase to C$1.15 per Sierra Share and has no plans to sign a Support Agreement

TORONTO, May 1, 2025 /CNW/ - Alpayana S.A.C. ("Alpayana") announces the increase of its offer price to C$1.15 per common share ("Sierra Share") of Sierra Metals Inc. ("Sierra") and maintains May 12, 2025, as the expiration date. Alpayana has no plans to sign a Support Agreement with Sierra.

Although discussions have been terminated, Alpayana has chosen to honor the previously announced price increase—which was conditional on entering into a support agreement—and has raised its current offer to C$1.15 per Sierra Share without amending any other terms and conditions (the "Revised Offer"). The Revised Offer remains open for acceptance by shareholders until 5:00 p.m. on May 12, 2025 and all shareholders are encouraged to tender their shares to the Revised Offer as soon as possible.

The Revised Offer represents a premium of approximately 50% to the closing price of C$0.77 per Sierra Share on the TSX on December 13, 2024 (being the last trading day prior to the announcement of Alpayana's intention to make the offer). Sierra shareholders who have already tendered their shares to the offer prior to today's announcement of the Revised Offer will automatically benefit from the Revised Offer if the remaining conditions are satisfied or waived, as applicable, and the Revised Offer is successful.

"Alpayana looks forward to welcoming all of Sierra's employees to the Alpayana Family." said Fernando Arrieta, Alpayana's CEO.

The expiry time of the initial deposit period of the Revised Offer is 5:00 p.m. (Toronto Time) on May 12, 2025. The expiry time was previously extended to provide Sierra shareholders an opportunity to fully evaluate the Revised Offer. Following the expiry time and any take up of Sierra Shares, in accordance with applicable Canadian securities laws, Alpayana will then further extend its offer for at least an additional 10 days in order to allow any remaining Sierra shareholders to tender.

"Sierra shareholders need to decide if they want to maximize shareholder value or maximize compensation to senior management.  Our thesis all along was that this is a decision that shareholders need to make directly and not through senior management." said Alejandro Gubbins, Alpayana's Chairman.

Additional Offer Details

A notice in respect of the Revised Offer was provided to the Depositary and Information Agent of the offer, Shorecrest Group. Alpayana has also finalized a second notice of variation and extension (the "Second Notice of Variation") in respect of the Revised Offer that will be mailed to Sierra shareholders and filed with the Canadian securities regulatory authorities in accordance with applicable law. The Second Notice of Variation will be available on SEDAR+ under Sierra's profile at www.sedarplus.ca. Sierra shareholders are encouraged to read the full details of the Revised Offer and other important information set forth in the Second Notice of Variation, which should be read in conjunction with the offer to purchase and take-over bid circular dated December 30, 2024 and the first notice of variation and extension dated April 2, 2025 and related offer documents. These materials, which contain detailed instructions on how to tender to the Revised Offer, are available on SEDAR+ under Sierra's profile at www.sedarplus.ca and on www.sierrametalscashoffer.com. Sierra shareholders should consult their own tax advisors having regard to their own particular circumstances to determine the particular tax consequences to them of a disposition of Sierra Shares pursuant to the Revised Offer, a compulsory acquisition or subsequent acquisition transaction.

Shareholder Questions and How to Tender

Sierra shareholders are reminded that the deadline to tender their Sierra Shares is May 12, 2025 by 5:00 p.m. (Toronto Time). Shareholders who hold their Sierra Shares through a financial intermediary or broker should be aware that their intermediary may have an earlier deadline to tender. It is recommended that you contact your intermediary in advance of the expiry time to tender Sierra Shares to the Revised Offer. All Sierra shareholders who have not yet tendered their Sierra Shares are urged to do so today. Sierra shareholders that have already deposited to Alpayana's initial offer should not withdraw their Sierra Shares.

Sierra Shareholders who have questions or require assistance in tendering their Sierra Shares to the Revised Offer may contact 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]. Additional information can also be found at www.sierrametalscashoffer.com.

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 Ltd.'s ("Alpayana Canada") 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 business strategy and intentions with respect to future market opportunities. 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.