20:38:42 EDT Sat 04 May 2024
Enter Symbol
or Name
USA
CA



Sierra Metals Inc
Symbol SMT
Shares Issued 164,593,066
Close 2023-06-02 C$ 0.395
Market Cap C$ 65,014,261
Recent Sedar Documents

Sierra Metals to file AGM materials June 7

2023-06-05 11:20 ET - News Release

Ms. Christine Carson reports

SIERRA METALS ANNOUNCES FILING DATE OF MEETING MATERIALS AND PROVIDES ADDITIONAL INFORMATION ON REFINANCING

Sierra Metals Inc.'s meeting materials for its June 28, 2023, annual and special meeting of shareholders will be filed under its directory on SEDAR on Wednesday, June 7, 2023. The company is making this announcement in response to inquiries from shareholders with respect to when the meeting materials will be filed. The company encourages all shareholders to review the meeting materials and contact the company or its advisers if they have any questions.

Additionally, the company has received inquiries with respect to certain disclosure in its May 30, 2023, news release announcing the refinancing with its major lenders. The news release made reference to certain covenants in the agreement between the company and the lenders setting out the terms of the refinancing, specifically covenants regarding executive management continuity. This covenant was at the insistence of the lenders (and introduced by the lenders in the discussions on terms in March, 2023, when the company's chief executive officer and chief financial officer held interim roles). This covenant requires the borrowers to obtain written consent from the lenders in the event of any changes to or removal of the CEO and/or CFO of Sierra Metals, which shall not be rejected in an unjustified manner by the lenders. For certainty, any changes to the CEO or CFO positions remain a decision of the board of directors of the company, but the company would confirm that the lenders have no justified objection to that decision.

The refinancing agreement also contains certain covenants related to a change of effective control in the company or the company's subsidiaries, Dia Bras Mexicana S.A. de C.V., Dia Bras Peru S.A.C., Exmin S.A. de C.V. and/or Sociedad Minera Corona S.A. Pursuant to the refinancing agreement, a person has effective control over a legal entity when:

  1. Such person owns, directly or indirectly, over 50 per cent of the voting shares or capital stock participation;
  2. Without having 50 per cent of the rights to vote in the shareholders general meeting, such person can appoint or remove the majority of the members of the board of directors (or equivalent body);
  3. Such person has, directly or indirectly, a representation in the board of directors, or equivalent corporate body, of over 50 per cent of its members;
  4. Or by any means not contemplated in (1), (2) and (3) (whether contractual or not), such person controls the decision-making power within respect to such legal entity, including, but not limited to, what is established under certain Peruvian law contemplated within the refinancing agreement.

The refinancing agreement also contemplates that, in addition to the aforementioned, there will be a deemed change of effective control of Sierra Metals when: (1) other than in certain circumstances, individuals who were elected as members of the board at the most recent meeting of shareholders at which directors were elected shall no longer constitute a majority of the board at or prior to the conclusion of the next meeting of shareholders of Sierra Metals at which shareholders exercise their vote to elect directors; and (2) upon the occurrence of such event, the lenders (acting through their agent) notify the company that the resulting board is not acceptable to the lenders, at their sole discretion. The change of board trigger (specifically in light of the current proxy contest) was the subject of continuous and lengthy negotiations between the company and the lenders as the company had no desire to entrench its current board and sought to remove the change of board trigger. Ultimately, the lenders accepted the company's position with respect to the 2023 annual meeting in light of the current proxy contest and as such the change of board trigger was drafted to specifically not apply to the 2023 annual meeting and the results thereof.

The lenders continuously communicated to the company that the covenants in the refinancing agreement were of critical importance for the lenders to take comfort in the direction of the company and that they would be able to satisfy themselves of the suitability of the company's management in executing the company's business plan.

Note on translation

The company notes that the description of the covenants described in this news release are not an official translation of the provisions of the refinancing agreement (which remains in the process of being translated). For further information, readers are encouraged to read the official translation of the refinancing agreement, which will be filed under the company's directory on SEDAR in accordance with National Instrument 51-102, Continuous Disclosure Requirements.

About Sierra Metals Inc.

Sierra Metals is a diversified Canadian mining company with green metal exposure, including copper, zinc and lead production, with precious metals byproduct credits, focused on the production and development of its Yauricocha mine in Peru and its Bolivar mine in Mexico. The company is focused on the safety and productivity of its producing mines. The company also has large land packages with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential.

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