| UNITED STATES | OMB APPROVAL | |
| SECURITIES AND EXCHANGE COMMISSION | ||
| OMB Number: 3235-0381 | ||
| Washington, D.C. 20549 | Expires: September 30, 2018 | |
| Estimated average burden | ||
| FORM 40-F/A | hours per response. . . ...429.93 |
Amendment No. 1
[Check one]
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR | ||
| x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended: December 31, 2017 Commission File Number: 001-38141
| Sierra Metals Inc. |
| (Exact name of Registrant as specified in its charter) |
| Not Applicable |
| (Translation of Registrant’s name into English (if applicable)) |
| Canada |
| (Province or other jurisdiction of incorporation or organization): |
| 1021 |
| (Primary Standard Industrial Classification Code Number (if applicable)) |
| Not Applicable |
| (I.R.S. Employer Identification Number (if applicable)) |
| 79 Wellington Street, West, Ste. 2100, Toronto, Ontario M5K 1H1 (416) 366-7777 |
| (Address and telephone number of Registrant’s principal executive offices) |
| Cogency Global Inc. |
| 10 East 40th Street, 10th Floor, New York, NY 10016 (800) 221-0102 |
| (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Common Shares | NYSE American | |
| Title of each class | Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
For annual reports, indicate by check mark the information filed with this Form:
Annual information formx Audited annual financial statementsx
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Common Shares: 163,029,548
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.
Yes¨ Nox
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yesx No¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth companyx
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
¨
Not applicable
EXPLANATORY NOTE
Sierra Metals Inc. (the “Company” or “we” or “us”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F (“Form 40-F”) pursuant to the multi-jurisdictional disclosure system of the Exchange Act. We are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, our equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
This Amendment No. 1 to the Company's Form 40-F (“Amendment No. 1”) amends the Company’s Annual Report on Form F-40 for the fiscal year ended December 31, 2017 by refiling Exhibit 99.2, the Company's Audited Consolidated Financial Statements for the year ended December 31, 2017, to correct the inadvertent omission of the date of the Report of the Company's Independent Auditor that accompanied such Audited Consolidated Financial Statements. The Company is also refiling Exhibit 23.1, the Consent of the Company's Independent Auditor and Exhibits 31.1, 31.2, 32.1 and 32.2, the Certifications of the Company's Chief Executive Officer and the Company's Chief Financial Officer. Other than as set forth herein, this Amendment No. 1 does not modify or update any disclosures and makes no changes to the Form 40-F.
| 1 |
INDEX TO EXHIBITS
The following Exhibits are being filed with this Amendment No. 1:
| 10 |
| Annual Information | |
| 99.2 | Audited Consolidated Financial Statements of Sierra Metals Inc. for the year ended December 31, 2017 |
| 11 |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing this Form 40-F and has duly caused this amendment to our annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| SIERRA METALS INC. | ||
| By: | /s/ Igor Gonzales | |
| Name: | Igor Gonzalez | |
| Title: | President and Chief Executive Officer | |
Date: March 26, 2018
