16:04:04 EDT Sat 04 May 2024
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or Name
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Sierra Metals Inc
Symbol SMT
Shares Issued 164,593,066
Close 2023-06-21 C$ 0.37
Market Cap C$ 60,899,434
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Sierra Metals dissidents make final plea to vote yellow

2023-06-21 10:05 ET - News Release

Mr. Aquin George of Kingsdale reports

LAST CHANCE FOR SIERRA METALS SHAREHOLDERS - VOTE FOR CHANGE TO RESTORE YOUR INVESTMENT

Arias Resource Capital Fund II LP and Arias Resource Capital Fund II (Mexico) LP (the nominating shareholders), together with other affiliates of Arias Resource Capital and its principal (ARC) holding approximately 27 per cent of the outstanding shares of Sierra Metals Inc., urge Sierra shareholders to immediately vote to reconstitute the board of directors and to oust the entrenched incumbent members in advance of the company's annual meeting of shareholders scheduled to be held on at 2 p.m. Eastern Time on June 28, 2023. Concerned shareholders should attend the meeting, to be held virtually by live audio webcast.

Do not miss your last chance. Vote today.

This is the final call to shareholders of Sierra Metals -- who are frustrated by the unprecedented 91-per-cent decline in shareholder value -- to elect a significantly reconstituted board with ARC's five highly qualified and competent nominees: J. Alberto Arias, Derek White, Daniel Tellechea, Ricardo Arrarte and Alonso Checa. ARC has been a committed long-term investor since 2008 and understands Sierra's assets and its long-term potential for all shareholders. ARC is the virtual founder of the company and when its representatives left the board in mid-2021, the value of your company was $500-million (U.S.). This is more than 10 times the company's current market value.

The ARC nominees have in-country experience in the mining and metals industry in Peru and Mexico, expertise in geological, mining and metallurgical engineering, experience in permitting and community engagement, and expertise in mining finance and merger and acquisition transactions in the metals sector. ARC believes that there is no better group of people to restore Sierra to its prior levels of profitability. ARC nominees will generate medium- and long-term solutions to Sierra's current liquidity crisis while embarking on an extensive marketing and capital markets engagement to help Sierra regain its attractiveness to investors.

ARC's five-point plan to immediately start working on a turnaround is available on ProtectYourSierraInvestment.com.

Five reasons to be wary of the incumbent board:

  1. ARC is extremely concerned, and other Sierra shareholders should be as well, that the incumbent board may provide a minority group of friendly shareholders that vote in favour of them at the meeting with the opportunity to acquire Sierra shares at prices that are not reflective of Sierra's fundamental value. This would substantially dilute all other shareholders while providing preferential treatment to select shareholders. Please read ARC's June 16, 2023, press release for details.
  2. Under the incumbent board, Sierra Metals has mismanaged its highly lucrative mining assets in Peru and Mexico. It has reversed more than a decade's worth of value and growth in just two years. The board also consumed cash and pushed the company deep into debt by repeatedly breaching debt covenants and refinancing a majority of its 2023 obligations without a clear path to paying off these debts in 2025.
  3. The incumbent board rejected an offer in excess of $400-million (U.S.) and attempted to keep this information from shareholders. The offer was worth more than eight times Sierra's current market value (see ARC's press release dated June 12, 2023, for details). The company hid this information and misled shareholders as recently as May 12, when it publicly said, "[t]he strategic review concluded in October, 2021, without having identified a buyer for the company or other strategic alternatives." It was only after being publicly called out by ARC that the company later admitted on May 18, 2023, that there was an offer in fall 2021 that it did not accept.
  4. In May, 2023, Sierra announced that as part of its debt restructuring agreement, it had agreed to covenants in a material credit facility that effectively entrench management for the foreseeable future. In addition, the board has also agreed to new clauses in its credit facility that will not let you change the board in the future without risking breach. This is shameful and extremely uncommon, and the details were only disclosed following legal action by ARC.
  5. An intentionally misleading press release about support of a prominent Peruvian bank to re-elect Sierra's board was issued on June 15, 2023, by Alberto Gubbins. This was neither written nor authorized by the bank and was corrected only after ARC brought to light the deliberate misinformation.

Your vote counts. Act now.

The yellow proxy must be received prior to 5 p.m. Eastern Time on Friday, June 23, 2023, to make your vote count. Do not wait, vote right away.

If you voted on the green proxy and want to change your vote to the yellow proxy, it is easy. Only your last dated vote counts.

Shareholders can call or text Kingsdale Advisors at 1-888-370-3955 (toll-free in North America), e-mail contactus@kingsdaleadvisors.com or chat with an adviser on ProtectYourSierraInvestment.com for more information.

Advisers

ARC has retained Kingsdale Advisors as its strategic shareholder, communications and proxy adviser and Stikeman Elliott LLP as its legal adviser.

We seek Safe Harbor.

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