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”) today announced that they have published
and mailed an information circular (the
“
Circular”) to draw attention to the critical need
for change at the Board of Sierra Metals Inc.
(“
Sierra” or the “
Company”) (TSX:
SMT). The Circular highlights the strengths of ARC’s nominee slate
who bring a deep understanding of the geologic potential of
Sierra’s Yauricocha, Bolivar and Cusi mines as well as prior
experience managing these assets. Shareholders will also find ARC’s
5-Point Plan to bring Sierra back to profitability and restore
shareholder value with the urgency it deserves.
The Circular details irrefutable facts about the
destruction of shareholder value in Sierra over the past two years
under the incumbent Sierra Board. This includes rapid decline in
revenue and profitability, ore throughput dropping to the levels
seen during the height of the COVID-19 pandemic, negative working
capital, and the inability to meet debt obligations which has
pushed the financially distressed Company towards insolvency.
When ARC representatives left the Sierra Board
in mid-2021, the Company was on a growth trajectory. Sierra,
however, has performed abysmally under the watch of the incumbent
Board. ARC believes that the Board has failed to perform its
fiduciary duties and is not interested in the urgent turnaround of
the Company and restoration of shareholder value. This is further
proven by the fact that two strategic reviews in as many years have
not yielded any result that would boost shareholder confidence.
Left with no choice, on May 1, 2023, the
Nominating Shareholders proposed five highly qualified nominees –
J. Alberto Arias, Derek White, Daniel Tellechea, Ricardo Arrarte,
and Alonso Checa (the “ARC Nominees”) – for
election to the Board at Sierra’s annual general and special
meeting scheduled for June 28, 2023 (the "2023
AGM"). This is to ensure a reconstituted Board that is
incentivized to swiftly turnaround the Company and maximize returns
for all shareholders. ARC owns around 27% of issued and outstanding
shares of Sierra, while the entire incumbent Board combined owns
less than 1%.
A copy of the Circular is available under
Sierra’s profile on SEDAR at www.sedar.com and at
www.ProtectYourSierraInvestment.com, where ARC’s press releases and
other relevant case for change documents are available.
Shareholders can also call or text Kingsdale
Advisors on 1.888.370.3955 (toll free in North
America), or 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 and communications advisor and, should ARC
commence a formal solicitation of proxies, its strategic
shareholder advisor and proxy solicitation agent. ARC has retained
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 strategic review process and Sierra’s corporate
governance practices. 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 CONCERNING ARC’S PROPOSED BOARD
NOMINEES
The ARC Nominees will be nominated to serve as
new independent directors of the Board until the next annual
meeting of shareholders of the Company, or until their successors
are elected or appointed in accordance with applicable law. The
table below sets out, in respect of each of the ARC Nominees, his
or her name, province or state and country of residence, and his or
her principal occupation, business or employment within the five
preceding years. None of the ARC Nominees have any compensation
arrangement with ARC or associated companies in connection with
their nominations and services, should they be elected, as
directors on the Company’s Board.
Name Province/State, Country of
Residence |
Present Principal Occupation, Business or Employment and in
Five Preceding Years |
Number of Common Shares of Sierra Beneficially Owned or
Controlled |
J. Alberto AriasFlorida, USA |
Portfolio Manager of Arias Resource Capital Management
LP.Non-Executive Chairman, Board of Directors (September 2019 to
present) of Largo Inc.Non-Executive Chairman (March 2013 to January
2021) and director (November 2008 to July 2021) of Sierra.Director
(December 2016 to January 2020) of Cautivo Mining Inc. |
Mr. Arias beneficially owns, or exercises control or direction
over, 717,110 shares of Sierra.In addition, Mr, Arias is the sole
director of each of the general partner of the Nominating
Shareholders, and indirectly controls Arias Resource Capital
Management LP. As such, Mr. Arias may be deemed to share voting and
dispositive power with respect to securities of the Company held by
these entities (30,064,883 common shares held by Arias Resource
Capital II L.P.; 1,706,040 common shares of Sierra held by Arias
Resource Capital Fund II (Mexico) L.P.; 696,437 common shares of
Sierra held by Arias Resource Capital Management LP; and 10,558,154
common shares of Sierra held by Arias Resource Capital GP Ltd.),
but he disclaims any beneficial ownership of any such securities,
except to the extent of his pecuniary interest therein. |
Derek WhiteBritish Columbia, Canada |
President and Chief Executive Officer of Ascot Resources Ltd. |
Nil. |
Daniel TellecheaArizona, USA |
Interim Chief Executive Officer (February 2023 to present) of Largo
Inc.Independent Consultant (July 2014 to February 2023). |
177,542 common shares of Sierra. |
Alonso Checa Lima, Peru |
Private Equity Executive and Director of Arias Resource Capital
Management LP. |
Nil. |
Ricardo ArrarteLima, Peru |
Director of Arias Resource Capital Management LP. Director (April
2019 to July 2021) of Sierra.Chief Executive Officer (August 2017
to present) of Cautivo Mining Inc. |
Nil. |
Other Boards of Reporting
Issuers
As of the date hereof, the ARC Nominees
currently serve as directors of other reporting issuers as
follows:
ARC Nominee |
Other Reporting Issuer |
J. Alberto Arias |
Largo Inc. |
Derek White |
Battery Mineral Resources Corp., Minto Metals Corp. |
Daniel Tellechea |
Largo Inc. |
Alonso Checa |
N/A |
Ricardo Arrarte |
N/A |
Other Information Concerning the ARC
Nominees
To the knowledge of ARC and other than as
described below, none of the directors or officers of ARC, or any
joint actors, associates or affiliates of the foregoing, or any of
the ARC Nominees or their respective associates or affiliates, has:
(a) any material interest, direct or indirect, in any transaction
since the commencement of the Company’s most recently completed
financial year or in any proposed transaction which has materially
affected or will materially affect the Company or any of its
subsidiaries; or (b) any material interest, direct or indirect, by
way of beneficial ownership of securities or otherwise, in any
matter proposed to be acted on at Sierra’s 2023 AGM, other than the
re-constitution of the Board or as disclosed in accordance with
applicable law.
On October 31, 2022, Sierra confirmed receipt of
the LOI submitted by Kolpa, among others, including the Nominating
Shareholders. The LOI, as supplemented after the date thereof,
outlined indicative terms for a proposed business combination of
Kolpa and Sierra and concurrent financing by an investment
firm.
Penalties or Sanctions
To the knowledge of ARC, as at the date hereof,
none of ARC’s proposed board nominees, has been subject to: (i) any
penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has entered
into a settlement agreement with a securities regulatory authority;
or (ii) any other penalties or sanctions imposed by a court or
regulatory body that would be likely to be considered important to
a reasonable security holder in deciding whether to vote for an ARC
Nominee.
Individual Bankruptcies
To the knowledge of ARC, none of ARC’s proposed
board nominees is, at the date hereof, or has been, within ten (10)
years prior to the date hereof, become bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or
become subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold the assets of that individual.
Corporate Cease Trade Orders or Bankruptcies
To the knowledge of ARC and other than as
described below, no ARC Nominee is, at the date hereof, or has
been, within ten (10) years prior to the date hereof: (a) a
director, chief executive officer or chief financial officer of any
company that (i) was subject to a cease trade order, an order
similar to a cease trade order or an order that denied the relevant
company access to any exemption under securities legislation that
was in effect for a period of more than thirty (30) consecutive
days (each, an "order"), in each case that was issued while the ARC
Nominee was acting in the capacity as director, chief executive
officer or chief financial officer, or (ii) was subject to an order
that was issued after the ARC Nominee ceased to be a director,
chief executive officer or chief financial officer and which
resulted from an event that occurred while that person was acting
in the capacity as director, chief executive officer or chief
financial officer; (b) a director or executive officer of any
company that, while such ARC Nominee was acting in that capacity,
or within one (1) year of such ARC Nominee ceasing to act in that
capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or (c) someone who became bankrupt, made a
proposal under any legislation relating to bankruptcy or
insolvency, or became subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver,
receiver manager or trustee appointed to hold the assets of such
ARC Nominee.
Mr. Arias served as a member of the board of
directors for Colossus Minerals Inc. (“Colossus”)
less than one year from March 2013 to January 2014. On January 14,
2014, Colossus announced it had approved the filing of a notice of
intention to make a proposal under the Bankruptcy and Insolvency
Act (Canada), to enable the company to pursue a sale process and
restructuring with the benefit of creditor protection and under
court supervision. On March 13, 2014, the Ontario Superior Court of
Justice (in Bankruptcy and Insolvency) approved a proposal and plan
of reorganization that was unanimously accepted by the creditors of
Colossus.
Mr. Tellechea served as a director of Mercator
Minerals Ltd. (“Mercator”) from April 5, 2012 to
September 4, 2014. On August 26, 2014, Mercator and its wholly
owned subsidiary, Creston Moly Corp., filed a Notice of Intention
to Make a Proposal under the Bankruptcy and Insolvency Act
(Canada). On September 9, 2014, the official receiver issued a
Certificate of Assignment in Bankruptcy for Mercator, effective
from the date of bankruptcy, being September 5, 2014.
ADDITIONAL INFORMATION
In connection with the Nominating Shareholders’
solicitation of proxies in respect of Sierra’s 2023 AGM, the
Nominating Shareholders have filed and mailed the Circular to
Sierra shareholders and intend to file and mail a form of proxy in
due course.
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 an information circular sent to
shareholders after which 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, should ARC
commence a formal solicitation of proxies, 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 2023 AGM, other than the election of directors to the board of
Sierra or as disclosed in accordance with applicable law.
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
Andrew SidnellVice President, Special SituationsKingsdale
Advisors647-265-4522asidnell@kingsdaleadvisors.com
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