• Shareholders approve second-step acquisition of Sierra Metals by Alpayana
• Shareholders elect Fernando Arrieta, José Cúneo and Dustin Perry as directors
• Shareholders appoint KPMG LLP as auditor

Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT) (“Sierra Metals” or the “Company”) is pleased to announce the voting results from its annual general and special meeting (the “Meeting”) of holders (“Sierra Shareholders”) of common shares of the Company (the “Common Shares”) held today at 10:00 a.m. (Toronto time). A total of 205,398,131 Common Shares were represented at the Meeting, being 95.03% of the Company’s issued and outstanding Common Shares.

Election of Directors

At the Meeting, Sierra Shareholders voted in favour of setting the number of directors of the Company at three directors, and the election of Alpayana’s nominees, being Fernando Arrieta, José Cúneo and Dustin Perry, to the Company’s board of directors (the “Board”).

Second-Step Acquisition Transaction

At the Meeting, Sierra Shareholders approved the amalgamation (the “Amalgamation”) of Sierra Metals and a new wholly-owned subsidiary of the Company, which will be incorporated shortly (“Subco”). The Amalgamation constitutes the “subsequent acquisition transaction” contemplated by the offer (“Offer”) of Alpayana Canada Ltd. (“Alpayana”) to acquire all of the issued and outstanding Common Shares at an offer price of C$1.15 per Common Share that expired at 5:00 p.m. (Toronto time) on May 23, 2025.

The amalgamated company resulting from the Amalgamation will continue to be known as “Sierra Metals Inc.” (“Amalco”). Upon the completion of the transactions contemplated by the Amalgamation Agreement (as defined below), Amalco will be a wholly-owned subsidiary of Alpayana.

The Amalgamation was approved by 99.95% of the votes cast by Sierra Shareholders present in person or represented by proxy at the Meeting.

On the terms and subject to the conditions of the amalgamation agreement (the “Amalgamation Agreement”) to be entered between Sierra Metals, Subco and Alpayana providing for the Amalgamation, upon the completion of the Amalgamation, each Sierra Shareholder (other than Alpayana and any Sierra Shareholder who validly exercised and did not withdraw rights of dissent with respect to the Amalgamation) will receive one Series A preferred share of Amalco (each, an “Amalco Preferred Share”) in exchange for each Common Share. In accordance with the terms of the Amalco Preferred Shares, each Amalco Preferred Share will be redeemed by Amalco or acquired by Alpayana, as applicable, following the completion of the Amalgamation for consideration of C$1.15 in cash (the “Consideration”), less any applicable withholdings. The Consideration is the same form and same amount of consideration offered to Sierra Shareholders under the Offer.

The completion of the Amalgamation is expected to occur on or around August 1, 2025. It is expected that the Common Shares will be delisted from the Toronto Stock Exchange at the close of business on or around August 6, 2025. Alpayana intends to cause Amalco to file an application to cease to be a reporting issuer under applicable Canadian securities laws as soon as reasonably practicable following the completion of the Amalgamation.

How to Receive the Consideration and Additional Information

In order to receive the Consideration (less any applicable withholdings), each registered Sierra Shareholder must properly complete and duly execute the letter of transmittal enclosed with the notice of annual general and special meeting and information circular of Sierra Metals dated June 23, 2025 (the “Circular”) mailed to Sierra Shareholders in connection with the Meeting and deliver the letter of transmittal, together with all other documents and instruments referred to in the letter of transmittal or reasonably requested by Shorecrest Group, in its capacity as depositary for the Amalgamation, including the certificate(s) and/or direct registration system statement(s) representing such Sierra Shareholder’s Common Shares, to the depositary at the address specified in the letter of transmittal and otherwise in accordance with the instructions contained therein.

A copy of the letter of transmittal is also available under Sierra Metals’ profile on SEDAR+ at www.sedarplus.ca. Sierra Shareholders who hold their Common Shares through an investment advisor, broker, bank, trust company, custodian, nominee or other intermediary must contact such intermediary for instructions and assistance in exchanging their Common Shares and receiving the Consideration. Additional information concerning the Amalgamation and the Amalgamation Agreement is set forth in the Circular filed in connection with the Meeting under Sierra Metals’ profile on SEDAR+ at www.sedarplus.ca.

Auditor Transition

In connection with the Offer and the Amalgamation, PricewaterhouseCoopers LLP (“PwC”) resigned as the auditor of Sierra Metals. Given the resignation of PwC as auditor effective July 23, 2025, at the Meeting, Sierra Shareholders were asked to consider an amended resolution appointing KPMG LLP as auditor of the Company. At the Meeting, Sierra Shareholders voted in favour of such resolution.

Sierra Metals is relying on section 4.11(3)(a) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) for an exemption from the change of auditor requirements within section 4.11 of NI 51-102. In the opinion of Sierra Metals, no “reportable event” (as such term is defined in section 4.11 of NI 51-102) has occurred.

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.

For further information regarding Sierra Metals, please visit www.SierraMetals.com.

Forward-Looking Statements

This news release contains “forward-looking information”. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as “plans”, “expects”, “intends” or variations of such words, and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements relating to expectations relating to the Amalgamation; the timing and completion of the Amalgamation; the Consideration; and the timing for the delisting of the Common Shares from the Toronto Stock Exchange and Amalco filing an application to cease to be a reporting issuer under applicable Canadian securities laws.

Although Sierra Metals believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and have been based on information and assumptions that may prove to be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information and such factors and assumptions are based on information currently available to Sierra Metals, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, performance or achievements of Sierra Metals or the completion of the Amalgamation to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information in this news release is based on the beliefs and opinions of Sierra Metals at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Sierra Metals expressly disclaims any obligation to do so except as required by applicable law.

Disclaimer

This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The exchange of the Common Shares referred to herein will be made solely pursuant and subject to the terms and conditions set out in the Amalgamation Agreement.

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