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), cautions Sierra
shareholders regarding the questionable tactics that Sierra’s
incumbent board of directors (the “Board”) may be resorting to in
order to entrench themselves 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.
Purposely Misleading Press Release Claiming Support for
Incumbent Sierra Nominees
On the evening of June 15, 2023, a purposely misleading press
release was disseminated over Canadian newswire services and filed
under Sierra’s profile on SEDAR, purportedly on behalf of one of
Peru’s most prominent banks. (the “Bank”). The press release stated
that it was the Bank’s apparent intention to vote 3.6% of the
outstanding Sierra shares in favour of the Company’s proposed Board
slate, while parroting the allegations about ARC and its nominees
featured in the Company’s management information circular cover
letter and directing inquiries to the personal email account at
Gmail of an individual named Alberto Gubbins.
After being alerted to the purposely misleading press release by
ARC, the Bank confirmed that this press release was not issued or
authorized by the Bank. On June 16, 2023 a correction was issued by
the newswire service identifying Mr. Gubbins as the sole source of
the press release.
ARC is aware that Mr. Gubbins has been in recent contact with
Sierra’s Board member and Chief Executive Officer, Ernesto
Balarezo. It is ARC’s understanding that the two met, on or about
May 22, 2023.
As the beneficiary, Sierra should immediately publicly
confirm that it was wholly unaware of the June 15, 2023 purposely
misleading press release prior to its dissemination, disclose what
actions, if any, it took to avoid the market being misled, and to
disclose Sierra’s, and its directors’ and executives’, relationship
and dealings and with Mr. Gubbins and other supporting
shareholders.
If Sierra fails to do so, shareholders must question the lengths
to which the Company is prepared to go in order to sway the results
of the Meeting and whether shareholders’ voices will actually be
heard.
Offering Dilutive Financing Arrangements for Votes?
ARC is extremely concerned, and other Sierra shareholders should
be as well, that if re-elected, the 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, while
substantially diluting all other shareholders. Sierra itself
effectively raised the potential for a quid pro quo arrangement
when it stated, in part:
“[Sierra] received unsolicited
communications from shareholders who collectively hold 24,728,870
Shares (approximately 15% of the outstanding Shares) advising
[Sierra] that they intend to support the nominees of [Sierra] …
certain of these shareholders have indicated that they are willing
to provide further financial support to Sierra Metals.”1
When faced with the above allegation, Sierra’s confirmed that
“the shareholders who have contacted the Company have expressed
their interest to support future financings of Sierra Metals should
the opportunities present themselves” but issued a carefully
worded, limited denial of any “financial arrangements or agreements
between the Company and the supportive shareholders respecting the
voting for the Board’s nominees.” 2
Sierra should immediately publicly disclose the nature
of the communications with these “unsolicited” shareholders and
confirm that there are absolutely no financial or non-financial
agreements, arrangements or understandings (written or oral)
between the Company and any shareholders respecting the voting for
the Board’s nominees.
If Sierra fails to do so, shareholders should be extremely wary
of dilutive financings following the Meeting should the current
Board be re-elected.
TIME IS RUNNING OUT. VOTE TODAY.
ARC is soliciting proxies for the election of five highly
qualified and competent nominees – J. Alberto Arias, Derek White,
Daniel Tellechea, Ricardo Arrarte, and Alonso Checa (collectively,
the “ARC Nominees”) – to the Board. ARC is Sierra’s largest
shareholder holding approximately 27% of the outstanding shares in
the Company and has been a committed long-term investor since 2008.
ARC understands Sierra’s assets and its long-term potential as well
as the importance of a refreshed Board to urgently turnaround the
Company.
The ARC Nominees intend to act swiftly to resolve Sierra’s
mounting losses, share price collapse and financial liquidity
challenges, and to restore the Company to its previous track record
of excellence and value creation prior to mid-2021.
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.
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 Advisors647-265-4528
ageorge@kingsdaleadvisors.com
________________________1 Page 4 of the Cover
Letter to Sierra’s Management Information Circular dated May 29,
2023.2 Sierra’s press release dated June 14, 2023.
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