Alpayana Announces Successful Take-Over Bid to Acquire Control of Sierra and Mandatory Extension of Offer to May 23, 2025

• Alpayana has satisfied the statutory minimum tender condition and will immediately take-up and acquire 70.74% of the issued and outstanding shares of Sierra.
  
  
• Alpayana looks forward to working collaboratively with the Board and Senior Management of Sierra to ensure a smooth transition.
  
  
• As required under Canadian securities law, Alpayana is extending the bid period for an additional 10 days in order to allow remaining minority shareholders to tender to the Offer so that they may promptly receive the offer price and cash-out their investment.
  
  
• Shareholders who have not already tendered are urged to do so immediately to ensure they receive the offer price. Questions or Need Assistance? Contact Shorecrest Group at 1-888-637-5789 (North American Toll-Free Number) [phone] (outside North America) or email: [email protected]. or visit www.sierrametalscashoffer.com for more information.

LIMA, Peru, May 12, 2025 /CNW/ - Alpayana S.A.C. ("Alpayana") is pleased to announce the successful all-cash offer (the "Offer") to purchase the issued and outstanding common shares (the "Sierra Shares") of Sierra Metals Inc. ("Sierra") for C$1.15 in cash per share. As of the expiry of the initial deposit period for the Offer at 5:00 p.m. (Toronto time) on May 12, 2025 (the "Initial Expiry Time"), 152,904,401 Sierra Shares, representing approximately 70.74% of the issued and outstanding Sierra Shares, were tendered pursuant to the Offer and not withdrawn prior to the Initial Expiry Time.

"We look forward to welcoming the Sierra employees to the Alpayana team and we thank all Sierra Stakeholders for their dedication to this transaction. We look forward to working with the Board and Senior Management in the transition and integration. I would also like to thank the Alpayana team including LXG Capital, McCarthy Tetrault, Rebaza, Alcázar & De Las Casas and Shorecrest for their expertise and execution of this transaction" said Fernando Arrieta, CEO of Alpayana. 

Prior to the Initial Expiry Time, Alpayana agreed to waive all remaining unsatisfied conditions to the Offer, which are further detailed in the offer to purchase and take-over bid circular dated December 30, 2024 (as amended) filed under Sierra's SEDAR+ profile at www.sedarplus.ca and at www.sierrametalscashoffer.com.

As each of the conditions to the Offer were satisfied or waived as of the Initial Expiry Time (including the statutory minimum tender condition being satisfied), in accordance with the terms of the Offer, Alpayana's wholly-owned Canadian subsidiary ("Alpayana Canada" or the "Offeror"), will immediately take-up the Sierra Shares that have been tendered to date and Alpayana will pay for such Sierra Shares as soon as possible and, in any event within three business days. Once the Offeror has taken up the Sierra Shares tendered, Alpayana will own 70.74% of the issued and outstanding Sierra Shares.

As required by applicable Canadian securities laws, Alpayana has extended the expiry time of the Offer by a mandatory period of 10 days to 5:00 p.m. (Toronto time) on May 23, 2025 (the "Expiry Time") in order to allow the remaining minority shareholders to tender their Sierra Shares to the Offer. No further extensions are contemplated at this time. Sierra shareholders who tender their Sierra Shares prior to the Expiry Time will receive the same consideration per Sierra Share to be received by shareholders whose Sierra Shares were deposited and not withdrawn under the Offer prior to the Initial Expiry Time. On May 16, 2025 (the "Second Take-Up Date"), the Offeror intends to take-up any Sierra Shares deposited after the Initial Expiry Time and prior to the Second Take-Up Date. Any Sierra Shares tendered to the Offer on or after the Second Take-Up Date will be taken-up immediately following the Expiry Time. In each case, Alpayana will pay for such Sierra Shares as soon as possible following take-up.

NEXT STEPS

Following the Expiry Time, 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. In accordance with Peruvian securities laws, Alpayana will also launch a local public tender for the number of issued and outstanding shares of Corona that are required to be acquired under Peruvian securities laws, at the price to be established in accordance with such regulations. Remaining shareholders are encouraged to tender their Sierra Shares to the Offer prior to the Expiry Time so that they may promptly receive the offer price of C$1.15 in cash per Sierra Share and not wait until the privatization of Sierra is completed. 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 promptly in advance of the Expiry Time if you wish to tender Sierra Shares to the Offer. If the privatization of Sierra cannot be completed, remaining shareholders will hold a minority position in a company with limited liquidity.

ADDITIONAL OFFER DETAILS

A notice in respect of the waiver by the Offeror of all unsatisfied conditions and the extension of the Expiry Time was provided to the Depositary and Information Agent of the Offer, Shorecrest Group. Alpayana has also finalized a notice of extension (the "Third Notice of Extension") in respect of the mandatory extension of the expiry time to 5:00 p.m. (Toronto time) on May 23, 2025 that will be available on SEDAR+ under Sierra's profile at www.sedarplus.ca and will be mailed to Sierra shareholders in accordance with applicable law. Alpayana encourages Sierra shareholders to read the full details of the Offer and other important information set forth in the Third Notice of Extension, which should be read in conjunction with the offer to purchase and take-over bid circular dated December 30, 2024, the first notice of variation and extension dated April 2, 2025, the joint press release of Sierra and Alpayana dated April 23, 2025, the second notice of variation and extension dated May 1, 2025 and the related offer documents. These materials, which contain information on how to tender to the Offer, are available on SEDAR+ under Sierra's profile at www.sedarplus.ca. and on www.sierrametalscashoffer.com.

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 Offer, a compulsory acquisition or subsequent acquisition transaction.

SHAREHOLDER QUESTIONS AND HOW TO TENDER

The Offer is open for acceptance until 5:00 p.m. (Toronto time) on May 23, 2025; however, financial intermediaries may have an earlier deadline to tender. It is recommended that you contact your intermediary promptly in advance of the Expiry Time if you wish to tender Sierra Shares to the Offer. All shareholders who have not yet tendered their Sierra Shares are urged to do so today.

Shareholders who have questions or require assistance in tendering their Sierra Shares to the 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.

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 none). A copy of Alpayana's early warning report to be filed for the initial 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]. Alpayana will file an early warning report, as required by applicable securities laws, for any additional take-up of Sierra Shares.

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.

DISCLAIMERS

This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The Offer was made solely by, and subject to the terms and conditions set out in, the formal Offer to Purchase and Circular (as amended), letter of transmittal and notice of guaranteed delivery. The Offer was not made to, nor will deposits be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

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 further extensions of the Expiry Time and any subsequent acquisition transaction. 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.