SMT Sierra Metals Inc

Arias Resource Capital Fund II L.P. and Arias Resource Capital Fund II (Mexico) L.P. (the “Nominating Shareholders”), together with other affiliates of Arias Resource Capital and its principal (together with the Nominating Shareholders, “ARC”) holding approximately 27% of the outstanding shares of Sierra Metals Inc. (“Sierra” or the “Company”) (TSX: SMT), urges Sierra shareholders to immediately vote to reconstitute the board of directors (the “Board”) and to oust the entrenched incumbent members in advance of the Company’s annual meeting of shareholders scheduled to be held on at 2:00 p.m. (Eastern time) on June 28, 2023 (the “Meeting”). Concerned shareholders should attend the Meeting, to be held virtually via live audio webcast, online at: meetnow.global/MFXH4US.

DON’T MISS YOUR LAST CHANCE. VOTE TODAY!

This is the final call to shareholders of Sierra Metals – who are frustrated by the unprecedented -91% 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 (collectively, the “ARC Nominees”). 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 US$500 million. 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 M&A 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 5-point plan to immediately start working on a turnaround is available on www.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. They have 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 US$400 million 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 5:00 p.m. (Eastern time) on Friday, June 23, 2023 to make your vote count. Don’t Wait, Vote Right Away.

If you voted on the green proxy and want to change your vote to the YELLOW proxy, it’s easy! Only your last dated vote counts.

Shareholders can call or text Kingsdale Advisors on 1.888.370.3955 (toll free in North America), email contactus@kingsdaleadvisors.com, or chat with an advisor on www.ProtectYourSierraInvestment.com for more information.

ADVISORS

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

ABOUT ARC

Arias Resource Capital, founded in 2007, is a Miami-based private equity firm in the metals sector that invests in critical materials empowering the clean energy revolution.

CAUTIONARY NOTES AND FORWARD-LOOKING STATEMENTS

This news release contains forward-looking information within the meaning of applicable securities laws (“forward-looking statements”) and are prospective in nature. These forward-looking statements are not based on historical facts, but rather on current expectations and may include projections about future events and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will”, “may”, “should”, “could”, “believes”, “potential” or “continue” and similar expressions, or the negative thereof. Forward-looking statements in this news release include, without limitation, statements regarding the potential benefits, contributions and development of the ARC Nominees and the expected impact and results of Sierra’s corporate governance practices, and Sierra’s intentions regarding dilutive financings. There are numerous risks and uncertainties that could cause actual results and ARC’s plans and objectives to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements in this news release, including, without limitation, the risks described under the headings such as “Cautionary Statement – Forward Looking Information” and “Risk Factors” in Sierra’s annual information form dated March 28, 2023 for its fiscal year ended December 31, 2022, and other risks identified in Sierra’s filings with Canadian securities regulatory authorities which are available under Sierra’s profile on SEDAR at www.sedar.com. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, ARC undertakes no duty or obligation to update or revise any forward-looking information or statements contained in this news release as a result of new information, future events, changes in expectation or otherwise.

ADDITIONAL INFORMATION

In connection with the Nominating Shareholders’ solicitation of proxies in respect of the Meeting, the Nominating Shareholders have filed and mailed its dissident proxy circular (the “ARC Circular”) and the YELLOW form of proxy to Sierra shareholders.

Any solicitation made by ARC will be made by it and not by or on behalf of the management of Sierra. All costs incurred for any solicitation will be borne by ARC, provided that, subject to applicable law, ARC may seek reimbursement from Sierra of ARC’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with any successful result at a meeting of Sierra shareholders. Proxies may be solicited by ARC pursuant to the ARC Circular. Solicitations may be made by or on behalf of ARC by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of ARC, who will not be specifically remunerated therefor. ARC may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. ARC may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on its behalf, which agents would receive customary fees for such services. In particular, ARC has engaged Kingsdale Advisors (“Kingsdale”) to act as ARC’s shareholder and communications advisor and to act as its strategic shareholder advisor and proxy solicitation agent to solicit proxies in the United States and Canada. Pursuant to this engagement, Kingsdale will receive an initial fee of C$150,000, plus a customary fee for each call to and from shareholders. Proxies may be revoked by instrument in writing by a shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law and the articles or by-laws of Sierra. None of ARC nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect: (i) in any transaction since the beginning of Sierra’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Sierra or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on by Sierra at the Meeting, other than the election of directors to the board of Sierra or as disclosed in accordance with applicable law.

See the ARC Circular for further information regarding the Nominating Shareholders, ARC and the ARC Nominees. A copy is available under Sierra’s profile on SEDAR at www.sedar.com.

Sierra trades on the Toronto Stock Exchange under the symbol “SMT”. Sierra’s head office is located at 77 King Street West, Suite 400, Toronto, Ontario M5K 0A1.

CONTACT

Aquin GeorgeDirector, Special SituationsKingsdale Advisors647-265-4528ageorge@kingsdaleadvisors.com