• Alpayana intends to waive all remaining conditions of the Revised Offer and to take-up and pay for all Sierra Shares deposited and not withdrawn under the Revised Offer of C$1.15 per Sierra Share.
• Sierra shareholders are encouraged to tender their shares as soon as possible.

Alpayana S.A.C. assures Sierra shareholders that, provided the statutory minimum tender condition of 50% is satisfied as of the expiry of the initial deposit period, Alpayana intends to waive all remaining conditions of its offer and to take-up and pay for all common shares of Sierra Metals Inc. deposited and not withdrawn under the Revised Offer.

“We look forward to the successful completion of this transaction.  We stand ready to execute and we are encouraged by the overwhelming support from Sierra shareholders who we will not let down,” said Alejandro Gubbins, Chairman of Alpayana.

The Revised Offer remains open for acceptance by shareholders until 5:00 p.m. (Toronto time) on May 12, 2025 and all shareholders are encouraged to tender their shares to the Revised Offer as soon as possible.

The Sierra news release dated May 6, 2025 notes that the Revised Offer contains a condition that no shareholder rights plan or similar plan shall have been adopted by Sierra. As previously addressed by Alpayana in its press release dated April 2, 2025, while the board of Sierra has adopted a shareholder rights plan (without shareholder approval) effective December 30, 2024, such Rights Plan has no impact on Alpayana’s Revised Offer. Alpayana previously obtained confirmation from Sierra to this effect. As a result, Alpayana will be permitted to acquire any common shares of Sierra deposited under its Revised Offer. Assuming Sierra does not make any changes to the Rights Plan, Alpayana Canada will waive this condition before the initial expiry date of the Revised Offer.

The Sierra News Release also notes to Sierra shareholders that the Revised Offer contains conditions that (i) Sierra shall not have adopted or amended, or taken any other action with respect to, any bonus, profit sharing, incentive, salary or other compensation plan, severance, change in control, employment or other employee benefit plan; and (ii) Sierra shall not have issued, sold, granted or awarded any Sierra Shares or other equity or voting interests or any options or rights to acquire Sierra Shares. Alpayana is of the view that these conditions offer benefits to all Sierra shareholders, as they provide checks and balances on management’s actions and were aimed at reducing corporate expenses throughout the offer period.

Sierra has breached both of these conditions by (i) amending the employment agreements of certain officers of Sierra, to provide them with substantial change of control payments in the event that such officers were terminated without cause within 12 months of a change of control, and (ii) issuing significant and uncharacteristically large restricted share unit award bonuses to senior management of Sierra, in each case after the original take-over bid offer was made to Sierra shareholders. Alpayana does not believe that the particulars of such change of control provisions or the bonus awards were fully and properly described in the Directors’ Circular of Sierra dated January 13, 2025.

Following completion of the Revised Offer, Alpayana will consider if actions taken by Sierra around Senior Management breached Canadian securities laws or other laws; however, under no circumstances does this affect Sierra shareholders that tendered their Sierra Shares.

Although Alpayana is aware of the breach of these conditions and believes that these actions taken by Sierra were improper, as discussed above, Alpayana intends to waive these conditions in its Revised Offer, along with all other remaining conditions to the Revised Offer, assuming that the statutory minimum tender condition of 50% is satisfied as of the expiry of the initial deposit period and provided that Sierra does not take further actions resulting in further breaches.

“Alpayana is ready to execute on this transaction and if the support from Sierra shareholders is confirmed, we will take this transaction to the finish line. We are also ready to welcome the workers in the mines in Mexico and Peru and the rest of the Sierra employees to the Alpayana family,” said Fernando Arrieta, CEO of Alpayana.

Additional Revised Offer Details

The expiry time of the initial deposit period of the Revised Offer is 5:00 p.m. (Toronto Time) on May 12, 2025. 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.

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 was mailed to Sierra shareholders and filed with the Canadian securities regulatory authorities in accordance with applicable law. The Second Notice of Variation is 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 the Depositary and Information Agent for the Revised Offer:

Shorecrest Group
telephone at 1-888-637-5789 (North American Toll-Free Number)
+1-647-931-7454 (outside North America)
email at contact@shorecrestgroup.com.

Additional information can also be found at www.sierrametalscashoffer.com.