0000902664-18-001054.txt : 20180214 0000902664-18-001054.hdr.sgml : 20180214 20180214102320 ACCESSION NUMBER: 0000902664-18-001054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sierra Metals Inc. CENTRAL INDEX KEY: 0001705259 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90166 FILM NUMBER: 18608407 BUSINESS ADDRESS: STREET 1: 79 WELLINGTON STREET WEST STREET 2: SUITE 2100 CITY: TORONTO STATE: A6 ZIP: M5K 1H1 BUSINESS PHONE: 1-416-366-7777 MAIL ADDRESS: STREET 1: 79 WELLINGTON STREET WEST STREET 2: SUITE 2100 CITY: TORONTO STATE: A6 ZIP: M5K 1H1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arias Resource Capital Fund II L.P. CENTRAL INDEX KEY: 0001505018 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, P.O. BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (345) 949-8066 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, P.O. BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13G 1 p18-0488sc13g.htm SIERRA METALS INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 

Sierra Metals Inc.

(Name of Issuer)
 

Common Shares, no par value

(Title of Class of Securities)
 

82639W106

(CUSIP Number)
 

December 31, 2017

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
ý Rule 13d-1(d)
 
(Page 1 of 14 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 

CUSIP No. 82639W106

13GPage 2 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Arias Resource Capital Fund L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

52,721,964 Common Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

52,721,964 Common Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

52,721,964 Common Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

32.41%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 82639W106

13GPage 3 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Arias Resource Capital GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

52,721,964 Common Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

52,721,964 Common Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

52,721,964 Common Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

32.41%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 82639W106

13GPage 4 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Arias Resource Capital Fund II L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

29,565,907 Common Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

29,565,907 Common Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

29,565,907 Common Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

18.17%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 82639W106

13GPage 5 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Arias Resource Capital Fund II (Mexico) L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,677,731 Common Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,677,731 Common Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,677,731 Common Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.03%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 82639W106

13GPage 6 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Arias Resource Capital GP II Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

31,243,638 Common Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

31,243,638 Common Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

31,243,638 Common Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.21%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 82639W106

13GPage 7 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Arias Resource Capital Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

406,888 Common Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

406,888 Common Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

406,888 Common Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.25%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 82639W106

13GPage 8 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Arias Resource Capital GP LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

406,888 Common Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

406,888 Common Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

406,888 Common Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.25%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 82639W106

13GPage 9 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

J. Alberto Arias

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Peru

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

60,583 Common Shares issuable upon vesting of restricted share units within 60 days of the date hereof

6

SHARED VOTING POWER

84,372,490 Common Shares

7

SOLE DISPOSITIVE POWER

60,583 Common Shares issuable upon vesting of restricted share units within 60 days of the date hereof

8

SHARED DISPOSITIVE POWER

84,372,490 Common Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

84,433,073 Common Shares (including 60,583 Common Shares issuable upon vesting of restricted share units within 60 days of the date hereof)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

51.90%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 82639W106

13GPage 10 of 14 Pages

 

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Sierra Metals Inc. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Issuer's principal executive offices are located at 79 Wellington Street, West, Suite 2100, Toronto, Ontario M5K 1H1, Canada.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:
   
  (i)

Arias Resource Capital Fund L.P., a Cayman Islands exempted limited partnership ("Arias Fund"), with respect to the Common Shares (as defined in Item 2(d) below) held by it;

 

  (ii)

Arias Resource Capital GP Ltd., a Cayman Islands exempted company ("Arias GP"), as the general partner of Arias Fund, with respect to the Common Shares held by Arias Fund;

 

  (iii)

Arias Resource Capital Fund II L.P., a Cayman Islands exempted limited partnership ("Arias II Fund"), with respect to the Common Shares held by it;

 

  (iv)

Arias Resource Capital Fund II (Mexico) L.P., an Ontario limited partnership ("Arias II (Mexico) Fund"), with respect to the Common Shares held by it;

 

  (v)

Arias Resource Capital GP II Ltd., a Cayman Islands exempted company ("Arias II GP"), as the general partner of Arias II Fund and Arias II (Mexico) Fund, with respect to the Common Shares held by Arias II Fund and Arias II (Mexico) Fund;

 

  (vi)

Arias Resource Capital Management LP, a Delaware limited partnership ("Arias Management" and together with Arias Fund, Arias II Fund and Arias II (Mexico) Fund, the "Arias Entities"), with respect to the Common Shares held by it;

 

  (vii)

Arias Resource Capital GP LLC, a Delaware limited liability company ("Arias Management GP"), as the general partner of Arias Management, with respect to the Common Shares held by Arias Management; and

 

  (viii)

J. Alberto Arias ("Mr. Arias"), as the sole director of each of Arias GP and Arias II GP and the sole member of Arias Management GP, with respect to the Common Shares held by him and the Arias Entities.

 

     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares reported herein.  

 

CUSIP No. 82639W106

13GPage 11 of 14 Pages

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the principal business office of each of the Reporting Persons is c/o Arias Resource Capital Management LP, 17 State Street, Suite 2320, New York, New York 10004.

 

Item 2(c). CITIZENSHIP:
   
  Arias Fund and Arias II Fund are exempted limited partnerships organized under the laws of the Cayman Islands.  Arias II (Mexico) Fund is a limited partnership organized under the laws of Ontario, Canada.  Arias GP and Arias II GP are exempted companies organized under the laws of the Cayman Islands.  Arias Management is a limited partnership organized under the laws of the State of Delaware.  Arias Management GP is a limited liability company organized under the laws of the State of Delaware.  Mr. Arias is a citizen of Peru.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Shares, no par value (the "Common Shares").

 

Item 2(e). CUSIP NUMBER:
   
  82639W106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

CUSIP No. 82639W106

13GPage 12 of 14 Pages

 

  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:__________________________________________

 

Item 4. OWNERSHIP.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
   
  The percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on the 162,679,431 Common Shares outstanding as of September 30, 2017, as reported in the Issuer's Exhibit 99.1 attached to the Issuer's Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission on November 13, 2017.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Not applicable.
   

 

 

CUSIP No. 82639W106

13GPage 13 of 14 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED:  February 14, 2018 /s/ J. Alberto Arias
  J. ALBERTO ARIAS, (i) individually, (ii) as Director of: (a) Arias Resource Capital GP Ltd., (x) for itself and (y) as General Partner of Arias Resource Capital Fund L.P., (b) Arias Resource Capital GP II Ltd., (x) for itself and (y) as General Partner of Arias Resource Capital Fund II L.P. and Arias Resource Capital Fund II (Mexico) L.P., and (iii) as Sole Member of Arias Resource Capital GP LLC, (x) for itself and (y) as General Partner of Arias Resource Capital Management LP.
   
   

 

 

CUSIP No. 82639W106

13GPage 14 of 14 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED:  February 14, 2018 /s/ J. Alberto Arias
  J. ALBERTO ARIAS, (i) individually, (ii) as Director of: (a) Arias Resource Capital GP Ltd., (x) for itself and (y) as General Partner of Arias Resource Capital Fund L.P., (b) Arias Resource Capital GP II Ltd., (x) for itself and (y) as General Partner of Arias Resource Capital Fund II L.P. and Arias Resource Capital Fund II (Mexico) L.P., and (iii) as Sole Member of Arias Resource Capital GP LLC, (x) for itself and (y) as General Partner of Arias Resource Capital Management LP.