Alpayana S.A.C. completed the acquisition of Sierra Metals Inc..

Alpayana S.A.C. proposed to acquire Sierra Metals Inc. (TSX:SMT) for approximately CAD 240 million on December 16, 2024. Alpayana intends to commence an all-cash takeover bid to acquire all of the issued and outstanding common shares of Sierra at a price of CAD 0.85 per Common Share. As per filing on April 2, 2025 Alpayana S.A.C. proposed to acquire Sierra Metals for CAD 1.11 per share in cash. Alpayana S.A.C. reached an agreement in principle to acquire Sierra Metals Inc. (TSX:SMT) for approximately $250 million on April 23, 2025. As per filling of April 23, 2025, Alpayana S.A.C. will acquire Sierra Metals for ad 1.15 in cash as consideration. Alpayana intends to make the Offer directly to the shareholders of Sierra. The Board has formed a Special Committee of independent directors to advise the Board in relation to the Alpayana announcement. Alpayana Canada has extended the expiry time in respect of the existing take-over bid until 5:00 p.m. on May 12, 2025. Alpayana intends to waive all remaining conditions of the Revised Offer and to take-up and pay for all Sierra Shares deposited. Alpayana has extended the period during which shareholders of Sierra Metals may tender their Common Shares to the Offer until 5:00 p.m. on May 23, 2025.

The transaction is subject to (i) there having been validly deposited under the Offer and not withdrawn that number of Common Shares, representing more than 50% of the outstanding Common Shares; (ii) there having been validly deposited under the Offer and not withdrawn that number of Common Shares, representing at least 66 2/3% of the outstanding Common Share; and (iii) certain government and regulatory approvals having been obtained. The Offer is not subject to any due diligence, financing or Alpayana or Offeror shareholder approval conditions. On December 26, 2024 Sierra Metals announced that a majority of its shareholders have committed not to tender their shares in the event that Alpayana formalizes its proposed unsolicited all-cash take-over bid to acquire all of the issued and outstanding common shares of Sierra Metals for CAD 0.85 per share. As per filing on April 2, 2025 Alpayana is waiving the minimum tender condition requiring 66 2/3% of Sierra Shares to tender to the Offer and the conditions related to the financial metrics set out in the 2024 financial statements. The Offer will remain open for acceptance until 5:00 p.m. (Toronto time) on April 25, 2025. Alpayana Canada also confirms that the condition to the Offer that PricewaterhouseCoopers LLP, as auditor to Sierra, deliver an unqualified audit opinion has been met. Alpayana also confirms that it has received the requisite Peruvian and Mexican regulatory approvals. As of April 3, 2025, Sierra Metals advises shareholders to take no action at this time until the board of directors makes a recommendation as to the merits of the amended Hostile Bid. As of April 9, 2025, board of directors of Sierra Metals has carefully reviewed the amendments to the opportunistic hostile take-over bid and continues to recommend that shareholders of Sierra Metals take no action and reject the Hostile Bid by not tendering their Common Shares. As of April 23, 2025, Sierra Metals Inc. Alpayana S.A.C. and Alpayana Canada Ltd. jointly announce that they have reached an agreement in principle for an all-cash, board supported take-over bid under which Alpayana Canada will make an offer to acquire all of the common shares of the Company. The parties expect to enter into a support agreement for the Supported Bid (the "Support Agreement") as soon as reasonably practicable, but in any event, by April 30, 2025. The Support Agreement is expected to contain customary terms for the Supported Bid, including the existing conditions of Alpayana's take-over bid offer. The Supported Bid has the unanimous support of the Board of Directors and the Special Committee of independent directors of Sierra Metals and the Board of Directors will unanimously recommend that the shareholders of Sierra Metals tender their shares to the Supported Bid. In addition, each of the directors and officers of Sierra Metals have agreed to enter into a lock-up agreement with Alpayana under which they will agree to tender their Common Shares to the Supported Bid. Alpayana Canada has extended the expiry time in respect of the existing take-over bid until 5:00 p.m. (Toronto time) on May 12, 2025, in order to provide the shareholders of Sierra Metals with sufficient time to tender their shares.

As of May 12, 2025, the initial deposit period for the Offer on has been expired and 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. Hence, 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.

McCarthy Tétrault LLP is acting as Canadian legal counsel to Alpayana. Rebaza, Alcázar & De Las Casas is acting as Peruvian legal counsel and Creel, García-Cuéllar, Aiza y Enriquez, S.C. is acting as legal counsel to Alpayana. Shorecrest Group is acting as the Depositary to Alpayana in respect of the Offer. LXG Capital is acting as the sole financial advisor to Alpayana. Sierra Metals engaged BMO Capital Markets as financial advisor, Mintz LLP as legal counsel and Carson Proxy Advisors as communications advisor. The special committee of independent directors of the Board has engaged Bennett Jones as legal advisor. BMO Capital Markets, has provided an oral fairness opinion to the Sierra Board that, as of April 22, 2025. Carson Proxy Advisors acted as communications advisor to Sierra Metals.

Alpayana S.A.C. completed the acquisition of Sierra Metals Inc. (TSX:SMT) on May 23, 2025. An additional 15,450,178 common shares of Sierra Metals were validly tendered under its all-cash offer to purchase all of the issued and outstanding Sierra Shares as of the expiry of the extended deposit period for the Offer at 5:00 p.m. (Toronto time) on May 23, 2025. 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 intends to pursue a subsequent acquisition transaction to complete the privatization of Sierra and acquire all Sierra Shares not acquired pursuant to the Offer.