Not for dissemination in the United States
or through U.S. newswires
All dollars are Canadian unless otherwise
noted
Sierra Metals Inc. (TSX: SMT; OTC: SMTSF) (“Sierra
Metals” or the “Company”) is pleased to announce that it
has closed a non-brokered private placement (the “Private
Placement”) to issue 43,107,360 common shares of the Company
(“Common Shares”) at a price of $0.38 per common share for
aggregate gross proceeds of $16,380,796.80, a portion of which has
closed in escrow.
As of October 13, 2023, the Company has received $12,837,133.40
in connection with the issuance of 33,781,930 Common Shares in the
first tranche of the Private Placement. $3,543,663.40, representing
the funds for the second tranche of the Private Placement, are
being held by the Company in escrow, pending satisfaction of
conditions established by the Toronto Stock Exchange (the
“TSX”).
Ernesto Balarezo Valdez, Sierra Metals’ CEO, stated, “We are
pleased with the tremendous support we have received from
shareholders and management as we have worked hard this year to
stabilize and optimize our operations. Their participation in this
Private Placement and their financial support validates our
strategy to surface value for all our stakeholders.”
The proceeds from the Private Placement will be used to fund
growth activities at the Company’s mines at Yaruicocha, Peru and
Bolivar, Mexico, and for strategic capex and general working
capital purposes.
Common Shares issued pursuant to the Private Placement will be
subject to a statutory hold period.
Directors and management of the Company participated in the
Private Placement for an aggregate amount of 3,079,126 Common
Shares, representing approximately 7.14% of the total
financing.
Insiders of the Company (the “Participating Insiders”)
participated in the Private Placement for an aggregate amount of
2,361,453 Common Shares. Such participation is considered a related
party transaction within the meaning of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). In completing the Private Placement,
Sierra Metals relied on the applicable exemptions from the formal
valuation and minority security holder approval requirements
available under Sections 5.5(a) and 5.7(1)(a) of MI 61-101,
respectively, on the basis that neither the fair market value of
the subject matter of, nor the fair market value of the
consideration for, the Private Placement, insofar as it involves
the Participating Insiders, exceeds 25% of the Company's market
capitalization calculated in accordance with MI 61-101. The Company
did not file a material change report 21 days prior to the closing
of the Private Placement as the details relating to the
participation of the Participating Insiders were not settled until
shortly prior to the closing of the Private Placement. Further
information regarding the Private Placement will be provided in a
material change report to be filed by the Company.
The Private Placement was among the alternatives considered by
Sierra Metals as part of the Company’s strategic review process
conducted with the assistance of CIBC Capital Markets.
This news release does not constitute an offer to sell or
solicitation of an offer to sell any securities in the United
States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
About Sierra Metals
Sierra Metals is a Canadian mining company focused on copper
production with additional base and precious metals by-product
credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico.
The Company is intent on safely increasing production volume and
growing mineral resources. Sierra Metals has recently had several
new key discoveries and still has many more exciting brownfield
exploration opportunities in Peru and Mexico that are within close
proximity to the existing mines. Additionally, the Company has
large land packages at each of its mines with several prospective
regional targets providing longer-term exploration upside and
mineral resource growth potential.
Forward Looking
Statements
This news release contains forward-looking information within
the meaning of Canadian securities legislation. Forward-looking
information relates to future events or the anticipated performance
of Sierra Metals and reflects management's expectations or beliefs
regarding such future events and anticipated performance based on
an assumed set of economic conditions and courses of action
including the accuracy of the Company's current mineral resource
estimates, that the Company's activities will be conducted in
accordance with the Company's public statements and stated goals,
and that there will be no material adverse change affecting the
Company, its properties or its production estimates, the expected
trends in mineral prices, inflation and currency exchange rates,
that all required approvals will be obtained for the Company's
business operations on acceptable terms, and that there will be no
significant disruptions affecting the Company's operations. In
certain cases, statements that contain forward-looking information
can be identified by the use of words such as "plans," "expects,"
"is expected," "budget," "scheduled," "estimates," "forecasts,"
"intends," "anticipates," "believes" or variations of such words
and phrases or statements that certain actions, events or results
"may," "could," "would," "might," or "will be taken," "occur" or
"be achieved" or the negative of these words or comparable
terminology. Forward-looking statements include statements with
respect to the use of proceeds of the Private Placement, the
issuance of the second tranche of Common Shares, the release from
escrow of the proceeds from the second tranche, and the
satisfaction of conditions established by the TSX. By its very
nature forward-looking information involves known and unknown
risks, uncertainties and other factors that may cause actual
performance of Sierra Metals to be materially different from any
anticipated performance expressed or implied by such
forward-looking information.
Forward-looking information is subject to a variety of risks and
uncertainties, which could cause actual events or results to differ
from those reflected in the forward-looking information, including,
without limitation, satisfaction of conditions established by the
TSX and the risks described under the heading "Risk Factors" in the
Company's annual information form dated March 28, 2023 for its
fiscal year ended December 31, 2022 and other risks identified in
the Company's filings with Canadian securities regulators, which
filings are available at www.sedarplus.ca.
The risk factors referred to above are not an exhaustive list of
the factors that may affect any of the Company's forward-looking
information. Forward-looking information includes statements about
the future and is inherently uncertain, and the Company's actual
achievements or other future events or conditions may differ
materially from those reflected in the forward-looking information
due to a variety of risks, uncertainties and other factors. The
Company's statements containing forward-looking information are
based on the beliefs, expectations, and opinions of management on
the date the statements are made, and the Company does not assume
any obligation to update such forward-looking information if
circumstances or management's beliefs, expectations or opinions
should change, other than as required by applicable law. For the
reasons set forth above, one should not place undue reliance on
forward-looking information.
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version on businesswire.com: https://www.businesswire.com/news/home/20231013414762/en/
For further information regarding Sierra Metals, please visit
www.sierrametals.com or contact:
Investor Relations Sierra Metals Inc. Tel: +1 (416)
366-7777 Email: info@sierrametals.com
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