Sierra Metals Reminds Shareholders of Impending Deadline to Tender Shares to Alpayana Offer

TORONTO--(BUSINESS WIRE)-- Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT) ("Sierra Metals" or the "Company") wishes to remind shareholders that, following the initial expiry time for Alpayana's (as defined herein) all-cash offer of $1.15 (the "Offer") per common share of the Company ("Common Shares"), Alpayana has extended the period during which shareholders of Sierra Metals may tender their Common Shares to the Offer until 5:00 p.m. (Toronto time) on May 23, 2025 (the "Deadline"), as required by applicable Canadian securities laws.

As of the expiry of the initial deposit period for the Offer at 5:00 p.m. (Toronto time) on May 12, 2025, Alpayana announced that 152,904,401 Common Shares, representing approximately 70.7% of the issued and outstanding Common Shares, were tendered to the Offer and taken-up by Alpayana Canada Ltd., a wholly owned subsidiary of Alpayana S.A.C. (collectively "Alpayana"). Subsequently, on May 19, 2025, Alpayana announced that an additional 34,413,923 Common Shares, representing approximately 15.9% of the issued and outstanding Common Shares, were tendered to the Offer and taken-up by Alpayana. Accordingly, Alpayana will, upon take-up of these Common Shares, own an aggregate of 187,318,324 Common Shares, representing approximately 86.7% of the issued and outstanding Common Shares.

Despite Sierra's ongoing efforts to work constructively with Alpayana toward a negotiated transaction, and an orderly transition of the Company's business, such efforts have been rebuffed by Alpayana. Among other things, the Company's Board of Directors has sought confirmation from Alpayana that it would undertake to pursue a second-step transaction to acquire 100% of Sierra Metals at the Offer price. Alpayana has refused to provide the requested confirmation, including in its news release of May 19, 2025, that it would complete a second-step transaction to acquire 100% of Sierra Metals at the Offer price.

Shareholders are cautioned that Alpayana is not required under applicable laws to pursue a second-step transaction to acquire 100% of Sierra Metals at the Offer price even if it acquires 90% or more of the issued and outstanding Common Shares under the Offer.

Shareholders who wish to tender their Common Shares to the Offer are encouraged to do so as soon as possible as there is no guarantee that Alpayana will further extend the Offer after the Deadline, nor is there any guarantee that Alpayana will pursue a second-step transaction to acquire 100% of the Common Shares at the Offer price.

If Alpayana does not pursue a second-step transaction, shareholders of Sierra who do not tender their Common Shares prior to the Deadline will remain minority shareholders of a public company under Alpayana's control. As a controlling shareholder, Alpayana has the ability to exercise control over all matters requiring approval of the shareholders of the Company, including the election of directors, determination of significant corporate actions and amendments to the Company's constating documents. In some cases, the interests of Alpayana may not be the same as the remaining public shareholders, and conflicts may arise from time to time that may be resolved in a manner detrimental to the Company's remaining public shareholders.

Additionally, Alpayana owning a significant majority of the Common Shares reduces the number of Common Shares that might otherwise trade publicly, which could materially adversely affect the liquidity and market value of any Common Shares held by the minority public shareholders who remain as shareholders of the Company following the Deadline.

Accordingly, shareholders who wish to tender their Common Shares to the Offer are encouraged to do so as soon as possible.

The Board will continue to operate the business in accordance with its fiduciary duties and remains available to engage with Alpayana on a transition plan that is in the best interest of Sierra's stakeholders.

Shareholder Questions and How to Tender

Shareholders of Sierra Metals who have questions or require assistance in tendering their Common Shares to the Offer may contact the Depositary and Information Agent for the Offer: Shorecrest Group, at telephone at 1-888-637-5789 (North American Toll-Free Number), +1-647-931-7454 (outside North America), or by email at contact@shorecrestgroup.com.

About Sierra Metals

Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. The Company is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, the Company has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential.

Forward-Looking Statements

This news release contains forward-looking information within the meaning of Canadian securities legislation. Forward-looking information relates to future events or the anticipated performance of Sierra Metals and reflect management's expectations or beliefs regarding such future events and anticipated performance based on an assumed set of economic conditions and courses of action. In certain cases, statements that contain forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur" or "be achieved" or the negative of these words or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual performance of Sierra Metals to be materially different from any anticipated performance expressed or implied by such forward-looking information. Forward-looking statements in this news release include, but are not limited to, statements regarding the Offer, a potential second step transaction, the intentions of Alpayana, potential conflicts between shareholders and Alpayana, and the future market price and liquidity of the Common Shares.

Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the risks described under the heading "Risk Factors" in the Company's annual information form dated March 26, 2025 for its fiscal year ended December 31, 2024 and other risks identified in the Company's filings with Canadian securities regulators, which are available at www.sedarplus.ca.

The risk factors referred to above are not an exhaustive list of the factors that may affect any of the Company's forward-looking information. Forward-looking information includes statements about the future and is inherently uncertain, and the Company's actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. The Company's statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and the Company does not assume any obligation to update such forward-looking information if circumstances or management's beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information.

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For further information regarding Sierra Metals, please visit www.SierraMetals.com or contact:

Investor Relations

Sierra Metals Inc.

+1 (866) 721-7437

info@sierrametals.com



Media Relations

John Vincic

Principal

Oakstrom Advisors

+1 (647) 402-6375

john@oakstrom.com

Source: Sierra Metals Inc.