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15,450,178  common shares (the "Sierra Shares") of Sierra Metals Inc. ("Sierra") were validly tendered (and not withdrawn) under its all-cash offer (the "Offer") to purchase all of the issued and outstanding Sierra Shares for C$1.15 in cash per share as of the expiry of the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.

SOURCE Alpayana S.A.C.