SLSR Solaris Resources Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of May 2024

 

Commission File Number 001-42015

 

Solaris Resources Inc.

(Translation of registrant’s name into English)

 

 Suite 555, 999 Canada Place

Vancouver, British Columbia, Canada V6C 3E1

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

 

Form 20-F ☐     Form 40-F ☒

 

 

 

The following documents are being submitted herewith:

 

Exhibit		Description
99.1		Notice and Access Notice
99.2		Notice of Meeting and Management Information Circular
99.3		Form of Proxy
99.4		Financial Statements Request Form

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Solaris Resources Inc.
	(Registrant)
Date: May 9, 2024	By:	/s/ Tom Ladner
	Name:	Tom Ladner
	Title:	VP Legal

 

 

2

Exhibit 99.1

 

 

 

 

Notice of Meeting

 

 

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Solaris Resources Inc.

to be held at Suite 555, 999 Canada Place, Vancouver, BC

on June 24, 2024, at 10:00 am (Pacific Time)

 

You are receiving this notice to advise that Solaris Resources Inc. is using notice-and-access for its upcoming annual general meeting (the “Meeting”). Notice-and-access is a set of rules for reducing the volume of materials that must be physically mailed to shareholders by allowing issuers to post the information circular and additional proxy materials online.

 

This communication presents only an overview of the more complete proxy materials that are available to you on the internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting. The information circular and other relevant materials are available at:

 

https://www.solarisresources.com/investors/agm/ OR

www.sedarplus.ca

 

 

Obtaining a Paper Copy of the Proxy Materials

 

 

If you would like to receive a paper copy of the meeting materials by mail, you must request one. There is no charge to you for requesting a copy.

 

Please call toll-free 1-888-442-2224 or send an e-mail to info@solarisresources.com to request a paper copy of the materials for the Meeting or to obtain additional information on notice-and-access.

 

To ensure you receive the material in advance of the voting deadline, all requests must be received by us no later than June 2, 2024, to ensure timely receipt. If you do request a paper copy of the proxy materials, please note that another proxy/voting instruction form will not be sent to you - please retain your current one for voting purposes.

 

To obtain paper copies of the materials after the Meeting date, please send a message to info@solarisresources.com.

 

 

 

Shareholders’ Meeting Notice

 

 

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote online, via telephone or by mailing the enclosed proxy/voting instruction form for receipt using the enclosed Business Reply Envelope. Please refer to the enclosed proxy/voting instruction form for additional details on how to vote (including the deadline to submit your proxy/voting instruction form).

 

The resolutions to be voted on at the meeting are listed below:

 

	1.	Election of Directors – See “Election of Directors” in the information circular for additional information.

2.

Appointment of Auditors – See “Appointment of Auditors” in the information circular for additional information.

 

 

PLEASE REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING

 

 

 

 

Exhibit 99.2

  

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the shareholders (each a “Shareholder”) of Solaris Resources Inc. (“Solaris” or the “Company”) will be held at Suite 555 – 999 Canada Place, Vancouver, BC, Canada V6C 3E1 on June 24, 2024, at 10:00 am (Vancouver time), for the following purposes:

 

1.

to receive and consider the audited consolidated financial statements of the Company for the financial year ended December 31, 2023, and the auditors’ report thereon;

 

2.

to elect directors of the Company for the ensuing year;

 

3.

to appoint KPMG LLP, Chartered Professional Accountants, as auditors of the Company until the next annual general meeting and to authorise the board of directors to set their remuneration; and

 

4.

to transact such other business as may properly be brought before the Meeting and any adjournment or postponement thereof.

 

Accompanying this Notice of Meeting is a management information circular (the “Circular”), which provides additional information relating to the business to be conducted at the Meeting, a form of proxy (the “Proxy”) or voting instruction form (the “VIF”), and a form whereby Shareholders may request that the Company’s annual and/or interim financial statements and corresponding management’s discussion and analysis be mailed to them.

 

The board of directors of the Company has fixed a record date as of the close of business on May 6, 2024, for purpose of determining the Shareholders of record that will be entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

 

Notice and Access

 

The Company is using the notice-and-access procedures (“Notice and Access”) under the Canadian Securities Administrators’ National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the Circular for the Meeting to its Shareholders.

 

Under Notice and Access, instead of receiving paper copies of the Circular, Shareholders will be receiving a Notice and Access notification with information on how they may obtain a copy of the Circular electronically or request a paper copy. Registered Shareholders will still receive a proxy form enabling them to vote at the Meeting. The use of Notice and Access in connection with the Meeting reduces paper use, as well as the Company’s printing and mailing costs. The Company will arrange to mail paper copies of the Circular to those registered Shareholders who have existing instructions on their account to receive paper copies of the Company’s Meeting materials.

 

The Company urges Shareholders to review the Circular before voting.

 

Accessing Meeting Materials Online

 

The Meeting materials can be viewed online under the Company’s profile at www.sedarplus.ca or at https://www.solarisresources.com/investors/agm/.

 

 

Requesting Printed Meeting Materials

 

Any Shareholder who wishes to receive a paper copy of the Circular should contact the Company by telephone toll-free at 1-888-442-2224 or by email at info@solarisresources.com.

 

Proxies are being solicited by management of the Company. Registered Shareholders who are unable to be present in person at the Meeting are requested to date, complete and sign the enclosed Proxy and return it in the addressed envelope provided for that purpose (or use the communication means provided in the Proxy). To be valid, the completed Proxy must be deposited with the Company’s transfer agent, Computershare Investor Services Inc. (the “Transfer Agent”) at the following address: Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8^th Floor, Toronto, Ontario M5J 2Y1 not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof.

 

If you are a non-registered Shareholder and receive a VIF from the Transfer Agent, please complete and return the VIF in accordance with the instructions provided by the Transfer Agent. If you do not complete and return the VIF in accordance with such instructions, you may lose your right to vote at the Meeting.

 

If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting.

 

Dated as of May 9, 2024

BY ORDER OF THE BOARD OF DIRECTORS

“Daniel Earle”
DANIEL EARLE
President and Chief Executive Officer

 

The enclosed materials are being sent to both registered and non-registered Shareholders. If you are a non-registered Shareholder and the Company or its agents have sent these materials directly to you, your name and address and information about your holdings of Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your Common Shares on your behalf.

 

 

INFORMATION CIRCULAR

 

(information as at May 9, 2024 except as otherwise indicated)

 

PERSONS MAKING THE SOLICITATION

 

This Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies being made by the management of Solaris Resources Inc. (“Solaris” or the “Company”) for use at the Annual General Meeting (the “Meeting”) of the holders (each a “Shareholder”) of common shares (each a “Common Share”) of the Company to be held on June 24, 2024 at the time and place and for the purposes set forth in the accompanying notice of meeting (the “Notice of Meeting”).

 

While it is expected that the solicitation of proxies will be made primarily by mail, proxies may also be solicited personally, by telephone or other means of communication by the directors, officers, employees and agents of the Company. All costs of this solicitation will be borne by the Company. Unless otherwise indicated, all dollar amounts in this Circular are in United States dollars.

 

The securities related information in this Circular takes into account the share consolidation of the Company completed on May 1, 2020, and is reflected on a post-consolidation basis.

 

NOTICE AND ACCESS

 

The Company is using notice-and-access procedures (“Notice and Access”) to deliver its 2024 Meeting materials to its Shareholders. The Notice and Access procedures are a mechanism which allows reporting issuers to choose to deliver proxy-related materials to registered shareholders and non-registered shareholders by posting such materials on a non-SEDAR+ website rather than delivering such materials by mail.

 

The Meeting materials have been posted in full on the Company’s website at https://www.solarisresources.com/investors/agm/ and under the Company’s SEDAR+ profile at www.sedarplus.ca.

 

The Company has determined that those registered and beneficial Shareholders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting materials together with the Notice of Meeting and form of proxy or voting instruction form.

 

Any Shareholder who wishes to receive a paper copy of the Circular should contact the Company by telephone at 1-888-442-2224 or by email at info@solarisresources.com. In order to ensure that a paper copy of the Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Circular and return a proxy or voting instruction form prior to the deadline to received proxies, it is suggested that a Shareholder ensure their request is received no later than June 2, 2024.

 

APPOINTMENT OF PROXYHOLDER

 

The individuals named as proxyholders in the accompanying form of proxy (the “Proxy”) are directors or officers of the Company or both. A Shareholder wishing to appoint some other person (who need not be a Shareholder) to attend and act for the Shareholder and on the Shareholder’s behalf at the Meeting, or any adjournment or postponement thereof, has the right to do so, either by inserting such person’s name in the blank space provided in the proxy and striking out the two printed names, or by completing another valid proxy. A Proxy will not be valid unless it is completed, dated and signed and delivered to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment or postponement thereof.

 

 

NON-REGISTERED HOLDERS

 

Only registered Shareholders (“Registered Shareholders”) or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Company are “non-registered” Shareholders because the Common Shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their Common Shares in their own name (referred to herein as “Beneficial Shareholders”) should note that only Registered Shareholders (or duly appointed proxyholders) may complete a Proxy or vote at the Meeting in person. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in such Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which company acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers’ clients.

 

This Circular and accompanying materials are being sent to both Registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“Objecting Beneficial Owners”, or “OBOs”) and those who do not object to their identity being made known to the issuers of the securities they own (“Non-Objecting Beneficial Owners”, or “NOBOs”). Subject to the provision of National Instrument 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuers (“NI 54-101”), issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents and use this NOBO list for distribution of proxy-related materials directly to NOBOs.

 

The Company is taking advantage of those provisions of NI 54-101 that permit the Company to deliver proxy-related materials to the Company’s NOBOs who have not waived the right to receive them. As a result, NOBOs can expect to receive a Voting Instruction Form (“VIF”) together with the Notice and Access Notice and related documents through their respective broker or other intermediary. These VIFs are to be completed and returned in line with the instructions provided by each NOBO’s respective broker or other intermediary. NOBOs should carefully follow the instructions provided, including those regarding when and where to return the completed VIFs.

 

Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert the NOBO’s name (or such other person as the NOBO wishes to attend and vote on the NOBO’s behalf) in the blank space provided for that purpose on the VIF and return the completed VIF in line with the instructions provided by their broker or other intermediary. If a NOBO or a nominee of the NOBO is appointed as a proxyholder pursuant to such request, the appointed proxyholder will need to attend the Meeting in person in order for their votes to be counted.

 

 

NOBOs that wish to change their vote must contact their broker or other intermediary who provided the instructions to arrange to change their vote in sufficient time in advance of the Meeting.

 

The Company does not intend to pay for intermediaries to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting materials unless their intermediary assumes the costs of delivery.

 

Should an OBO wish to vote at the Meeting in person, the OBO must insert the OBO’s name (or such other person as the OBO wishes to attend and vote on the OBO’s behalf) in the blank space provided for that purpose on the request for a VIF and return the completed request for a VIF form to the intermediary or its service provider or the OBO must submit, to their intermediary, any other document in writing that requests that the OBO or a nominee of the OBO be appointed as proxyholder. If the OBO or a nominee of the OBO is appointed a proxyholder pursuant to such request, the appointed proxyholder will need to attend the Meeting in person in order for their votes to be counted.

 

Only Registered Shareholders have the right to revoke a Proxy. NOBOs and OBOs who wish to change their vote must, sufficiently in advance of the Meeting, arrange for their respective intermediaries to change their vote and if necessary, revoke their Proxy in accordance with the revocation procedures set out below.

 

All references to Shareholders in this Circular, the accompanying Proxy and Notice of Meeting of Shareholders are to Registered Shareholders unless specifically stated otherwise.

 

REVOCABILITY OF PROXIES

 

A Shareholder who has given a Proxy may revoke it by an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the registered office of the Company, at Suite 555, 999 Canada Place, Vancouver, BC V6C 3E1, at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or to the chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

 

VOTING OF PROXIES

 

The Common Shares represented by a properly executed Proxy in favour of persons designated as proxyholders in the enclosed Proxy will:

 

(a)

be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be called for; and

 

(b)

where a choice with respect to any matter to be acted upon has been specified in the Proxy, be voted in accordance with the specification made in such Proxy.

 

If, however, direction is not made in respect of any matter, the Proxy will be voted as recommended by management of the Company.

 

The enclosed Proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the persons appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the Notice of the Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, the persons designated by management as proxyholders in the enclosed Proxy will have the discretion to vote in accordance with their judgment on such matters or business. At the time of the printing of this Circular, management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

 

 

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

 

On a show of hands, every individual who is present and is entitled to vote as a Shareholder or as a representative of one or more corporate Shareholders, or who is holding a valid Proxy on behalf of a Shareholder who is not present at the Meeting, will have one vote, and on a poll every Shareholder present in person or represented by a valid Proxy and every person who is a representative of one or more corporate Shareholders, will have one vote for each share registered in that Shareholder’s name on the list of Shareholders, which is available for inspection during normal business hours at Computershare Investor Services Inc. and will be available at the Meeting. Shareholders represented by proxyholders are not entitled to vote on a show of hands.

 

To the knowledge of the directors and executive officers of the Company, as at May 6, 2024, no Shareholders of the Company beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company, except for the following:

 

Name		Number of Common Shares Beneficially Owned				Percentage of Issued Common Shares
Richard Warke(1)			58,965,974				39.10	%

 

(1)

Richard Warke indirectly holds (i) 26,335 Common Shares through Augusta Capital Corporation, a company controlled by Mr. Warke; (ii) 58,543,977 Common Shares through Augusta Ozama Investment Limited Partnership, a partnership controlled by Mr. Warke; (iii) 202,037 Common Shares through Ozama River Holdings Corp., a company controlled by Mr. Warke; (iv) 84,500 Common Shares through Augusta Investments Inc., a company controlled by Mr. Warke; and (v) 109,125 Common Shares in his personal name.

 

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

 

Other than as set out in this Circular and other than transactions carried out in the ordinary course of business of the Company or any of its subsidiaries no person who has been a director or executive officer of the Company at any time since the beginning of the last financial year nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

 

 

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

 

ANNUAL FINANCIAL STATEMENTS

 

The audited consolidated financial statements of the Company for the year ended December 31, 2023, together with the report of the Company’s auditors thereon, which were filed on SEDAR+ at www.sedarplus.ca on March 28, 2024, will be presented to the Company’s Shareholders at the Meeting.

 

ELECTION OF DIRECTORS

 

The directors of the Company are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. Management of the Company proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted for the nominees listed in this Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.

 

There are presently six directors of the Company, all of whom will be standing for re-election.

 

The following table and notes thereto state the name of each person proposed to be nominated by management for election as a director, the city, province or state and country in which they are ordinarily resident, all offices of the Company now held by them, their principal occupation, business or employments of each proposed director within the preceding five years, the date they were first appointed as a director of the Company and the number of Common Shares beneficially owned by them, directly or indirectly, or over which they exercises control or direction, as at the date Record Date.

 

Name, Position with Company, Province or State and Country of Residence		Date First Appointed as Director		Present and Principal Occupation During the Past Five Years(2)		Number of Common Shares beneficially owned or over which control or direction is exercised(1)
Richard W. Warke West Vancouver, BC Canada		January 2, 2020		Director and Executive Chairman of Titan Mining Corporation since June 2017 and President and CEO from October 2012 to September 2018; Executive Chairman and Director of Augusta Gold Corp. since January 2021; President & CEO of Armor Minerals Inc. since February 2015; Executive Chairman of Tethyan Resource Corp. from May 2019 to March 2020			58,965,974
Daniel Earle Toronto, ON Canada		November 18, 2019		Vice President and Director of TD Securities from June 2007 to October 2019.			6,241,360
Poonam Puri (3)(4)(5) Toronto, ON Canada		February 23, 2023		Tenured Professor of Law at Osgoode Hall Law School; corporate lawyer and affiliated scholar at Davies, Ward, Phillips & Vineberg LLP.			93,750
Donald R. Taylor (5) Oro Valley, AZ USA		January 2, 2020		President and CEO of Titan Mining Corporation; President and CEO of Augusta Gold Corp.			194,047
Ron Walsh (3)(4)(5) Vancouver, BC Canada		March 20, 2020		Chartered Professional Accountant; Founding partner of Walsh King LLP.			80,000
Kevin Thomson(3)(4) Toronto, ON Canada		March 16, 2021		Senior Executive Vice-President, Strategic Matters of Barrick Gold Corporation since October 2014.			Nil

 

(1)

Statements as to the Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors named above are, in each instance, based upon information furnished by the individual concerned and is calculated as at the Record Date.

 

(2)

Details with respect to other directorships for each director can be found under “Statement of Corporate Governance Practices – Directorships”.

 

(3)

Member of the Audit Committee.

 

(4)

Member of the Nominating and Corporate Governance Committee.

 

(5)

Member of the Compensation Committee.

 

 

Corporate Cease Trade Orders and Bankruptcies

 

No proposed director of the Company is, as at the date of this Circular, or was within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company), that (i) was subject to an order that was issued while the proposed director 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 proposed director 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.

 

No proposed director of the Company, is or has been within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that while that person was acting in that capacity or within a year of that person 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:

 

No proposed director of the Company is or has within the 10 years before the date of this Circular, 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 the proposed director.

 

No proposed director of the Company has been subject to (a) 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 (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

 

APPOINTMENT OF AUDITORS

 

At the Meeting, Shareholders will be asked to re-elect KPMG LLP, Chartered Professional Accountants, as auditors of the Company and to authorize the directors to set their remuneration. KPMG LLP were first appointed auditors of the Company on July 27, 2018.

 

SUMMARY OF STOCK OPTION PLAN TERMS

 

The following is a summary of certain material terms of the Option Plan. All outstanding stock options of the Company (“Options”) under the Option Plan will be governed by the terms set forth therein.

 

The Option Plan is administered by the Board. Pursuant to the Option Plan, the Company may issue a rolling number of Options equal to 10% of the issued and outstanding Common Shares from time to time. The aggregate number of Options outstanding may not exceed 10% of the issued and outstanding common shares of the Company from time to time.

 

 

As at the date hereof, there were 11,167,522 Common Shares issuable for Options outstanding, representing approximately 7.40% of the Common Shares outstanding.

 

The Option Plan will be used to provide Options which are awarded based on the recommendations of the Board, taking into account the level of responsibility of the executive as well as his or her past impact on or contribution to, and/or his or her ability in the future to have an impact on or to contribute to the longer-term operating performance of the Company. In determining the number of Options to be granted to the Company’s eligible participants, the Board takes into account the number of Options, if any, previously granted to each eligible participant and the exercise price of any outstanding Options to ensure that such grants are in accordance with the policies of the Toronto Stock Exchange (“TSX”) and to closely align the interests of the eligible participants with the interests of shareholders. The Board determines the exercise price and vesting provisions of all Option grants at the time the Option is granted.

 

The following is a summary of key elements of the Option Plan:

 

●

Eligibility. Officers, directors, consultants, and employees of the Company and its affiliates shall be eligible for grants under the Option Plan, as determined by the Board.

 

●

Exercise price. The exercise price of each Option granted shall not be less than the closing market price of the Common Shares on the trading day before the Option is granted.

 

●

Insider participation. If and for so long as the Common Shares are listed on the TSX, (a) the number of shares issuable to insiders, at any time, under the Option Plan, together with the aggregate number of shares issuable to insiders under any other share compensation arrangement, shall not exceed 10% of the Company’s total issued and outstanding share capital; and (b) the number of shares issued to insiders under the Option Plan, together with the aggregate number of shares issued to insiders under any other share compensation arrangement, within a one year period shall not exceed 10% of the Company’s total issued and outstanding share capital. Except for these restrictions, there is no maximum number of securities that any one person is permitted to receive under the Option Plan.

 

●

Term. The Board will set the term of an Option at the time a grant is made under the Option Plan but in no event shall an Option be exercisable more than ten years from the date it is granted. The term may be extended by up to 10 business days if the Option expires during a blackout period imposed by the Company.

 

●

Assignability. Options granted under the Option Plan cannot be transferred or assigned by an Option holder (“Optionee”) other than by will or the laws of descent and distribution.

 

●

Vesting. At the time of a grant of an Option under the Option Plan, the Board will set the time in which the Option will vest. No unvested Options may be exercised by an Optionee. An Optionee has no entitlement to compensation in respect of unvested, non-exercise and/or terminated Options, nor any claim for damages in lieu thereof, except as otherwise expressly required by minimum standards legislation, if applicable. A change of control will result in all Options being vested.

 

 

●

Exercise of Options. Options under the Option Plan may be exercised by providing written notice to the Company and full payment in Canadian funds of the exercise price and any amounts the Company determines must be withhold for tax purposes from the Optionee.

 

●

Termination. Options under the Option Plan shall terminate at the earliest of the following dates:

 

i.

the termination date specified for such Option with certain exceptions;

 

ii.

where the Optionee’s position as an employee, consultant, director or officer of the Company or any affiliate is terminated for just cause, the date of such termination of just cause;

 

iii.

where the Optionee’s position as an employee, consultant, officer or director of the Company or any affiliate terminated for a reason other than the Optionee’s disability, death or termination for just cause, 30 days after such date of termination, provided that (i) all unvested Options held by the Optionee shall be terminated immediately on the date of termination and shall no longer be exercisable as of the date of termination and (ii) if an Optionee’s position with the Company changes from one of the said categories (the “Original Category”) to another category, such change shall constitute termination under the Option Plan unless otherwise determined by the Board in its sole discretion. For greater certainty, the date of termination is the last day the Optionee provided actual services to the Company, and in the case where an Optionee’s position with the Company changes from the Original Category to another category, the date of termination is the last day the Optionee provided actual services to the Company in the Original Category and does not include any period of additional notice at contract, common law or otherwise; and

 

iv.

the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of the Option Plan.

 

●

Amendment. The Board shall have the authority, including but not limited to:

 

i.

correct any defect, supply any information or reconcile any inconsistency in the Option Plan;

 

ii.

prescribe, amend and rescind rules and regulations relating to the administration of the Option Plan; and

 

iii.

make all other determinations necessary or advisable for administration of the Option Plan.

 

The Board may without shareholder approval, subject to regulatory policies and approval:

 

i.

make any amendment of a typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake, or error or omission in the Option Plan;

 

ii.

change the provisions relating to the manner of exercise of Options, including changing or adding any form of financial assistance provided by the Company, or adding or amending provisions relating to a cashless exercise of Options which provisions so added or amended provide for a full deduction of the underlying Common Shares from the maximum number reserved for issuance under the Option Plan;

 

iii.

change the terms, conditions and mechanics of grant, vesting, exercise and early expiry of Options, provided that no such change may extend the term of Options granted to insiders (except as otherwise provided in the Option Plan);

 

 

iv.

change the provisions for termination of Options so long as the change does not permit the Company to grant an Option with a term of more than 10 years or extend the term of an outstanding Option granted to an insider (except as otherwise provided in the Option Plan);

 

v.

change the class of participants eligible to participate under the Option Plan; and

 

vi.

make any addition to, deletion from or alteration of the provisions of the Option Plan that are necessary to comply with applicable law or the requirements of any regulatory or governmental agency or applicable stock exchange and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of the Option Plan.

 

provided that the Board may not do any of the following without obtaining shareholder approval:

 

i.

reduce the exercise price of Options granted to insiders, if the Optionee is an insider of the Company at the time of such proposed amendment;

 

ii.

modify the provisions limiting the participation of insiders;

 

iii.

extend the term of the Options granted to insiders (except as otherwise provided in the Option Plan), if the holder of such Options is an insider of the Company at the time of such proposed amendment;

 

iv.

increase the maximum number of Common Shares issuable under the Option Plan to exceed 10% of the issued common shares of the Company outstanding at the time of grant, determined in accordance with the Option Plan; and

 

v.

modify the provisions for amendment of the Option Plan.

 

●

Effect of Amalgamation, Merger or Arrangement. If the Company amalgamates, merges or enters into a plan of arrangement with or into another Company, any Common Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received if they had exercised their option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board. Notwithstanding the foregoing, in the circumstances described above in this Section, the Board may in its discretion permit the accelerated vesting and early exercise of the then outstanding Options in connection with the completion of the transaction so referred to. Upon the giving of such notice, the Optionees shall be entitled to exercise their Options at any time prior to the completion of such transaction. Unless the Board determines otherwise, at the time of completion of such transaction, any Options that have not been exercised shall immediately expire and cease to have any force or effect.

 

●

Acceleration on Change of Control. Upon a change of control, all Options will become immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject.

 

●

Effect of a Take-Over. If a bona fide offer for Common Shares is made to an Optionee or to shareholders generally, which offer constitutes a take-over bid, subject to board approval, any option held by an Optionee may be exercised in whole or in part so as to permit the Optionee to tender the Common Shares received upon such exercise.

 

Securities Available for Grant Under the Option Plan

 

The Option Plan is “rolling” such that the number of securities granted under the Option Plan can be up to a maximum of 10% of the issued capital of the Company at the time of the grant on a non-diluted basis, and such aggregate number of Common Shares shall increase or decrease as the number of issued and outstanding Common Shares changes. The Company’s RSU plan has not been submitted for approval by the TSX and no RSUs have been granted thereunder since the Company became listed on the TSX. As of the date hereof, the Company may grant a maximum number of 15,081,536 Options, representing 10% of Common Shares outstanding. The Company is not currently authorized to issue additional RSUs until its RSU plan is made TSX compliant and approved by the Company’s Shareholders as required. As of the date hereof, the Company has awarded 11,167,522 Options representing approximately 7.40% of the Common Shares outstanding. As of the date hereof, the Company has 26,085 Common Shares underlying outstanding RSUs outstanding representing approximately 0.02% of the Common Shares outstanding, all of which were awarded prior to the Company listing on the TSX. The Company currently has a further 3,887,929 remaining Options available for grant representing approximately 2.58% of the Common Shares outstanding.

 

 

Annual Burn Rate

 

The following table sets forth the annual “burn rate” of the Option Plan for each of the three most recently completed fiscal years, calculated using the TSX’s prescribed methodology pursuant to Section 613(d) of the TSX Company Manual:

 

Annual Burn Rate(1)		2023				2022				2021
Option Plan			2.08	%			0.26	%			0.79	%

 

(1)	The burn rate is the number of awards granted in a fiscal year, expressed as a percentage of the weighted average number of common shares outstanding for the applicable fiscal year calculated in accordance with the CPA Canada Handbook.

 

No RSUs have been granted by the Company during the last three completed financial years.

 

STATEMENT OF EXECUTIVE COMPENSATION

 

The Board has established a Compensation Committee whose mandate is to develop and recommend compensation policies and programs to the Board with the objective of ensuring the Company is able to attract, retain and motivate executives and key personnel to develop and implement the Company’s strategic goals. The Compensation Committee is comprised of Poonam Puri (Chair), Donald R. Taylor, and Ron Walsh. Members of the Compensation Committee have direct experience in executive compensation matters as directors or executives of other companies, which experience assists in evaluating the suitability of the Company’s compensation practices and policies.

 

In consultation with the Executive Chairman and the CEO, the Compensation Committee reviews and recommends, as required on an annual basis, the process, evaluation and determination of the various elements of compensation for the Company’s executive officers. The Company is dependent on individuals with specialized skills and knowledge related to mining exploration and development of mineral prospects, corporate finance and management. The objective of the Compensation Committee is to assist in attracting, retaining and motivating executives and key personnel with these skills and in view of the Company’s goals. In reviewing the compensation arrangements of the Company’s executive officers, the Compensation Committee will consider the fairness to Shareholders, the Company’s requirements and market competitiveness in order to attract and retain capable and experienced personnel, reward performance and such other objectives as the Compensation Committee considers advisable.

 

 

Compensation Consultants and Advisors

No compensation consultants or advisors were retained by the Company during the most recently completed financial year.

 

During the most recently completed fiscal year, the Compensation Committee of the Board generally considered the implications of the risks associated with the Company’s compensation policies and practices. The Compensation Committee believes the Company’s compensation policies alleviate risk by having a balance of short-term and long-term compensation. The Compensation Committee will also evaluate the risks and make adjustments to the Company’s compensation policies as necessary.

 

 

Pursuant to the Company’s Disclosure Policy, NEOs and directors are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

The following graph compares the annual percentage change in the Company’s cumulative total Shareholder return based on the assumption that Cdn$100 was invested in the Company’s common shares on July 13, 2020, against the cumulative total Shareholder return of the S&P/TSX Composite Index and the TSX Global Mining Index for the four most recently completed financial years of the Company ended December 31, 2023. The Common Shares of the Company were previously listed for trading on the TSX Venture Exchange and commenced trading on the Toronto Stock Exchange on February 9, 2021.

 

 

As discussed in the Compensation Discussion and Analysis, compensation for the Company’s NEOs is comprised of various elements including a base salary and bonus that may not necessarily correlate directly to the market price of the Company’s shares. In addition, the market price of a publicly traded stock, especially a junior resource issuer as is the case for the Company, may be affected by many variables that may not be directly related to NEO performance including the market for junior resource stocks, the strength of the economy generally, commodity prices, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock.

 

The trend in overall compensation paid to the Company’s executives over the period has not specifically tracked the performance of the market price of the Company’s common shares, or the S&P/TSX Composite Index.

 

																Non-equity incentive plan compensation ($)
Name and principal position		Year				Salary(2) ($)				Share-based awards ($)		Option-based awards(3) ($)				Annual incentive plans(4)				Long-term incentive plans		Pension value ($)				All other compensation ($)		Total compensation ($)
Richard Warke(1)			2023				370,447			N/A			1,123,596				211,704			N/A			N/A			Nil			1,705,747
Executive Chairman			2022				335,227			N/A			Nil				232,575			N/A			N/A			Nil			567,802
& Director			2021				279,230			N/A			Nil				193,248			N/A			N/A			Nil			472,478
Daniel Earle(5)			2023				370,447			N/A			1,123,596				211,704			N/A			N/A			Nil			1,705,747
President & CEO			2022				335,227			N/A			Nil				232,575			N/A			N/A			Nil			567,802
			2021				279,230			N/A			Nil				193,248			N/A			N/A			Nil			472,478
Sunny Lowe(6)			2023				231,159			N/A			898,877				122,864			N/A			N/A			Nil			1,252,900
CFO			2022				239,880			N/A			631,114				119,979			N/A			N/A			Nil			990,973
			2021				74,489			N/A			2,220,821				37,384			N/A			N/A			Nil			2,332,694
Federico Velásquez			2023				203,746			N/A			449,438				83,170			N/A			N/A			Nil			736,354
President Latin			2022				195,178			N/A			Nil				67,553			N/A			N/A			Nil			262,731
America			2021				191,472			N/A			Nil				56,791			N/A			N/A			Nil			248,263
Jorge Fierro			2023				216,300			N/A			280,899				58,401			N/A			N/A			Nil			555,600
VP, Exploration			2022				216,300			N/A			Nil				58,401			N/A			N/A			Nil			274,701
			2021				210,000			N/A			Nil				63,000			N/A			N/A			Nil			273,000

 

(1)

Effective January 2, 2020, Mr. Warke was appointed Executive Chairman. Mr. Warke does not receive additional compensation for his role as a director. On January 1, 2021, the Company entered an agreement with Augusta Capital Corporation, a company controlled by Mr. Warke for consulting services. Accordingly, Augusta Capital Corporation is paid consulting fees.

 

(2)

All NEOs except Messrs. Warke (refer to Note 1) and Fierro (paid in US dollars) are paid in Canadian dollars through a management services company equally owned by the Company and other companies related by virtue of certain directors and management in common. For the purposes of this table, salaries paid in Canadian dollars were converted into US dollars using the average daily exchange rate reported by the Bank of Canada for the period over which they were earned (2023 – $1.3497, 2022 – $1.3036, 2021 – $1.2539).

 

(3)

For the year ended December 31, 2023, the fair value of the option-based awards was calculated using the industry standard Black-Scholes options pricing model using the following weighted average assumptions: expected life of five years (2022 – five years, 2021 – five years); annualized volatility of 61% (2022 – 63%, 2021 – 65%); a risk-free interest rate of 3.59% (2022 – 2.91%, 2021 – 0.83%); no dividend payments (2022 – nil, 2021 – nil). For the purposes of this table the Canadian dollar value of the option award is converted into US dollars at the daily exchange rate reported by the Bank of Canada on the date of the grant (2023 – $1.3622, 2022 – $1.2880, 2021 weighted average – $1.2651). These assumptions are highly subjective and can materially affect the calculated fair value. Further, calculating the value of stock options using this methodology is not the same as the simple “in-the-money” value of the options. Accordingly, caution should be exercised in comparing grant date fair values, as calculated using the Black-Scholes model, to cash values or an in-the-money calculation.

 

(4)

Annual incentive plans refer to bonus payments made under our STIP and include awards accrued for the year stated but paid the following year. Annual incentive plans for Mr. Warke relate to a success fee in Canadian dollars paid to Augusta Capital Corporation. For the purposes of this table, annual incentive plans were converted into US dollars using the daily exchange rate reported by the Bank of Canada on December 31, 2023 of $1.3226 (2022 – $1.3544, 2021 – $1.2678).

 

(5)

Mr. Earle does not receive additional compensation for his role as a director.

 

(6)

Effective October 1, 2021, Ms. Lowe was appointed CFO. Ms. Lowe’s salary was allocated by the management services company described in note (2), based on estimated time incurred on the Company’s affairs.

 

 

Termination and Change of Control Benefits

 

Other than as described below, there are no agreements, compensation plans, contracts or arrangements whereby a NEO is entitled to receive payments in the event of resignation, retirement or other termination of the NEO’s employment with Solaris, a Change of Control or a change in the NEO’s responsibilities following a Change of Control.

 

NEO Employment Agreements

The following are principal terms of employment for each NEO as of the date of this Circular:

 

Richard Warke, Executive Chairman

 

The Company has entered into a consulting agreement with Augusta Capital Corporation, a private company 100% beneficially held by Mr. Warke, Executive Chairman of the Company. Under the terms of the agreement, Augusta Capital Corporation is paid a monthly rate of C$41,667 and is eligible for a maximum annual success fee of C$350,000 at the discretion of the Board. In the event of a change of control, Augusta Capital Corporation shall be paid a success fee of C$2,550,000. The agreement went into effect January 1, 2021, was amended on May 31, 2022, and remains in effect until terminated.

 

Daniel Earle, President and CEO

 

Mr. Earle is entitled to an annual base salary of C$500,000 and is eligible for a target bonus of up to 70% of his base salary. If Mr. Earle is terminated without cause or as a result of constructive dismissal at common law, Solaris will pay an amount in cash equal to one and one-half (1.5) times his then base annual salary. The termination payment is in addition to basic entitlements for unpaid base salary to the date of termination, accrued and outstanding vacation pay and reimbursement for properly incurred business expenses. In the event that Mr. Earle voluntarily resigns within six months following a Change of Control, he will be entitled to an amount in cash equal to three (3) times the aggregate of his then base annual salary and target bonus. In addition, all unvested securities granted under the Company’s securities compensation plan held by Mr. Earle at the time of a Change of Control will vest.

 

Sunny Lowe, CFO

 

Ms. Lowe is entitled to an annual base salary of C$325,000 and is eligible for a target bonus of up to 50% of her base salary. If Ms. Lowe is terminated without cause or as a result of constructive dismissal at common law, Solaris will pay an amount equal to six months of her then base annual salary plus one month for every year of service to a combined maximum of 12 months of her base salary. The termination payment is in addition to basic entitlements for unpaid base salary to the date of termination, accrued and outstanding vacation pay and reimbursement for properly incurred business expenses. In the event that Ms. Lowe voluntarily resigns within six months following a Change of Control, she will be entitled to an amount in cash equal to two (2) times the aggregate of her then base annual salary and target bonus and, in addition, all unvested securities granted under the Company’s securities compensation plan held by Ms. Lowe at the time of a Change of Control will vest.

 

Jorge Fierro, VP, Exploration

 

Mr. Fierro is entitled to an annual base salary of $216,300 and is eligible for a target bonus of up to 30% of his base salary. If Mr. Fierro is terminated without cause or as a result of constructive dismissal, Solaris will pay an amount in accordance with the then prevailing employment law. The termination payment is in addition to basic entitlements for unpaid base salary to the date of termination, accrued and outstanding vacation pay and reimbursement for properly incurred business expenses. In the event that Mr. Fierro is terminated or resigns for any reason within six months following a Change of Control, he will be entitled to an amount equal to one and one-half (1.5) times the aggregate of his then base annual salary and target bonus. In addition, all unvested securities granted under the Company’s securities compensation plan held by Mr. Fierro at the time of a Change of Control will vest.

 

 

Federico Velásquez, President, Latin America

 

Mr. Velásquez is entitled to an annual base salary of C$275,000 and is eligible for a target bonus of up to 40% of his base salary. If Mr. Velásquez is terminated without cause or as a result of constructive dismissal at common law, Solaris will pay an amount equal to six months of his then base annual salary. The termination payment is in addition to basic entitlements for unpaid base salary to the date of termination, accrued and outstanding vacation pay and reimbursement for properly incurred business expenses. In the event that Mr. Velásquez voluntarily resigns within six months following a Change of Control, he will be entitled to an amount in cash equal to one and one-half times the aggregate of his then base annual salary and target bonus and all unvested securities granted under the Company’s securities compensation plan held by Mr. Velásquez at the time of a Change of Control will vest.

 

Multiple

Base Salary(1) ($)

Bonus ($)

Equity ($)

Total ($)

Richard Warke Executive Chairman

Nil

Nil

Nil

Nil

Nil

Daniel Earle President & CEO

1.5

567,065

N/A

Nil

567,065

Sunny Lowe CFO

0.7

168,938

N/A

Nil

168,938

Federico Velásquez President Latin America

0.5

103,962

N/A

Nil

103,962

Jorge Fierro VP, Exploration

1.1

243,338

N/A

Nil

243,338

 

(1)

Converted from Canadian dollars to US dollars based on the daily exchange rate reported by the Bank of Canada on December 31, 2023 of $1.3226 for all NEOs except Mr. Fierro who was paid in US dollars.

 

Estimated Payment on a Change of Control

 

The following table provides details regarding the estimated incremental payments and benefits to each NEO on termination on a change of control, assuming a triggering event occurred on December 31, 2023.

 

		Multiple				Base Salary(1) ($)				Bonus(1) ($)				Equity(1)(3) ($)				Total ($)
Richard Warke(2) Executive Chairman & Director			N/A				Nil				1,928,021				Nil				1,928,021
Daniel Earle President & CEO			3				1,134,130				793,891				Nil				1,928,021
Sunny Lowe CFO			2				491,456				245,728				Nil				737,184
Federico Velásquez President Latin America			1.5				311,886				124,754				Nil				436,640
Jorge Fierro VP, Exploration			1.5				324,450				97,335				Nil				421,785

 

(1)

Converted from Canadian dollars to US dollars based on the daily exchange rate reported by the Bank of Canada on December 31, 2023 of $1.3226 for all NEOs except Mr. Fierro who is paid in US dollars.

 

 

(2)

Pursuant to the terms of a consulting agreement with Augusta Capital Corp., a company controlled by Mr. Warke, a success fee would be paid to Augusta Capital Corp. in the event of a change of control. For the purposes of this table, the success fee has been classified as a bonus.

  

(3)

Equity value represents the calculated value of the unvested stock options that would vest at December 31, 2023 as a result of termination and is not impacted by the applicable multiple. At December 31, 2023, the closing price of the Company’s shares on the Toronto Stock Exchange was C$4.13.

 

Incentive Plan Awards

		Option-based Awards(1)														Share-based Awards(1)
Name		Number of securities underlying unexercised options				Option exercise price (C$)				Option expiration Date		Value of unexercised in-the-money options (C$) (2)				Number of shares or units of shares that have not vested (#)		Market or payout value of share-based awards that have not vested (C$)(2)		Market or payout value of vested share-based awards not paid out or distributed (C$)(2)
Richard Warke			6,548				1.20			15-Jun-24			19,185			N/A		N/A		N/A
Executive Chairman			250,000				0.80			2-Jan-25			832,500
			1,000,000				0.80			27-May-25			3,330,000
			950,000				4.90			02-Nov-25			Nil
			500,000				5.94			24-Feb-28			Nil
Daniel Earle			500,000				0.80			18-Nov-24			1,665,000			N/A		N/A		N/A
President & CEO			500,000				0.80			27-May-25			1,665,000
			925,000				4.90			02-Nov-25			Nil
			500,000				5.94			24-Feb-28			Nil
Sunny Lowe			400,000				13.11			15-Sep-26			Nil			N/A		N/A		N/A
CFO			200,000				7.36			09-Aug-27			Nil
			400,000				5.94			24-Feb-28			Nil
Federico Velásquez			250,000				0.50			9-Aug-24			907,500			N/A		N/A		N/A
President Latin America			250,000				0.80			27-May-25			832,500
			200,000				5.94			24-Feb-28			Nil
Jorge Fierro			150,000				0.50			09-Aug-24			544,500			N/A		N/A		N/A
VP, Exploration			95,000				0.80			27-May-25			316,350
			125,000				5.94			24-Feb-28			Nil

 

(1)

The Company undertook a 2 for 1 share consolidation on May 1, 2020, the number of securities and related exercise price (if applicable) is stated on a post consolidated basis.

 

(2)

On December 31, 2023, the closing price of the Company’s shares on the Toronto Stock Exchange was C$4.13. Value is calculated for vested plus unvested options on December 31, 2023.

 

 

Value Vested or Earned During the Year

Name		Option-based awards – Value vested during the year(1) (C$)				Share-based awards – Value vested during the year(1) (C$)		Non-equity incentive plan compensation – Value earned during the year (C$)
Richard Warke Executive Chairman			1,728,170			N/A		N/A
Daniel Earle President & CEO			910,580			N/A		N/A
Sunny Lowe CFO			Nil			N/A		N/A
Federico Velásquez President Latin America			407,503			N/A		N/A
Jorge Fierro VP, Exploration			154,847			N/A		N/A

 

(1)

Represents the value of stock options vested during the year ended December 31, 2023 calculated as if stock options had been exercised on their vesting date based on the market price on the vesting date of the stock options less the exercise price. When a quoted market price was not available on the vesting date, the value of stock options vested was calculated using the previous days’ closing market price.

 

The Company does not provide pension or retirement benefits for its directors or executive officers.

 

For the most recently completed fiscal year ended December 31, 2023, there was no arrangement, standard or otherwise, pursuant to which directors, except management directors, received cash or non-cash compensation from the Company in their capacity as directors, consultants and/or experts. Incentive stock options may be granted, from time to time, to the Company’s directors.

Name

Fees earned

Share-based awards

Option-based awards ($)(1)

Non-equity incentive plan compensation

Pension value

All other compensation

Total ($)

Donald R. Taylor

N/A

N/A

224,719

N/A

N/A

N/A

224,719

Ron Walsh

N/A

N/A

224,719

N/A

N/A

N/A

224,719

Kevin Thomson

N/A

N/A

224,719

N/A

N/A

N/A

224,719

Poonam Puri

N/A

N/A

674,157

N/A

N/A

N/A

674,157

 

(1)

For the year ended December 31, 2023, the fair value of the option-based awards was calculated using the industry standard Black-Scholes options pricing model using the following weighted average assumptions: expected life of five years; annualized volatility of 61%; a risk-free interest rate of 3.59%; no dividend payments. For the purposes of this table the Canadian dollar value of the option award is converted into US dollars at the daily exchange rate reported by the Bank of Canada on the date of the grant (2023 – $1.3622). These assumptions are highly subjective and can materially affect the calculated fair value. Further, calculating the value of stock options using this methodology is not the same as the simple “in-the-money” value of the options. Accordingly, caution should be exercised in comparing grant date fair values, as calculated using the Black-Scholes model, to cash values or an in-the-money calculation.

 

 

 

(1)

The Company undertook a 2 for 1 share consolidation on May 1, 2020, the number of securities and related exercise price (if applicable) is stated on a post consolidated basis.

 

(2)

On December 31, 2023, the closing price of the Company’s shares on the Toronto Stock Exchange was C$4.13. Value is calculated for vested plus unvested options on December 31, 2023.

 

Value Vested or Earned During the Year

Name		Option-based awards – Value vested during the year(1) (C$)				Share-based awards – Value vested during the year (C$)		Non-equity incentive plan compensation – Value earned during the year (C$)
Donald R. Taylor			244,500			N/A		N/A
Ron Walsh			244,500			N/A		N/A
Kevin Thomson			Nil			N/A		N/A
Poonam Puri			Nil			N/A		N/A

 

(1)

Represents the value of stock options vested during the year ended December 31, 2023 calculated as if stock options had been exercised on their vesting date based on the market price on the vesting date of the stock options less the exercise price. When a quoted market price was not available on the vesting date, the value of stock options vested was calculated using the previous days’ closing market price.

 

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

The following table sets out information as of the end of the Company’s most recently completed financial year with respect to compensation plans under which equity securities of the Company are authorized for issuance.

 

Equity compensation plans approved by securityholders

Number of Common Shares to be issued upon exercise of outstanding options or redemption of RSUs(1)

Weighted-average exercise price of outstanding options or redemption of RSUs (C$)

Number of securities remaining available for future issuance under equity compensation plans(3)

Option Plan

10,556,688

4.05

4,498,347

RSU Plan

26,085

N/A

Nil

 

(1)

The Company undertook a 2 for 1 share consolidation on May 1, 2020. The number of securities is stated on a post consolidated basis.

 

(2)

Based on 10% of the Company’s issued and outstanding Common Shares at December 31, 2023 less stock options and RSUs outstanding respectively at December 31, 2023. This aggregate number of securities will be available for issue under these security-based compensation plans of the Company and represents 2.98% of the Company’s issued and outstanding shares as at December 31, 2023.

 

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

 

National Instrument 58-101 – Disclosure of Corporate Governance Practices, requires all companies to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “Guidelines”) adopted in National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”). These Guidelines are not prescriptive but have been used by the Company to the extent possible in adopting its corporate governance practices.

 

About the Board

 

The Board has overall responsibility for corporate governance matters through:

 

●

developing and approving corporate policies and guidelines;

 

●

assisting in the definition of corporate objectives and assessing key plans; and

 

●

evaluating performance on a regular basis.

 

Among other things, the Board is guided by legislative and other governance standards, as well as industry best practices. The Board, as a whole or through its audit committee, periodically reviews and assesses the Company’s policies and guidelines, as well as its governance practices, to ensure they are appropriate and current.

 

The Board is composed of individuals of the highest integrity, each of whom has the knowledge and skill necessary to contribute effectively to the oversight and guidance of the Company.

 

Considering that the directors are actively involved in the operations of the Company and the size of the Company’s operations does not warrant a larger board of directors, the Board has determined that additional standing committees are not necessary at this time.

 

In addition, the Board relies on management to ensure the Company is conducting its everyday business to the appropriate standards and also to provide regular, forthright reports to the Board and its committees. The Company is not indebted to any of its directors.

 

 

Composition of the Board and Independence

 

The Board currently consists of six directors, four of whom, Mr. Taylor, Mr. Walsh, Mr. Thomson and Ms. Puri, the Board considers to be independent directors under National Instrument 58-101 – Disclosure of Corporate Governance Practices. They are independent of management and have no direct or indirect relationship with the Company which could, in the view of the Board, be reasonably expected to interfere with the exercise of such board member’s independent judgment. Daniel Earle is “Non-Independent” because he is President and Chief Executive Officer of the Company. Richard Warke is “Non-Independent” because he is the Executive Chairman of the Company. It is the intention of the Board to maintain a level of independence as set forth in NI 52-110 and take guidance provided under the Guidelines of NP 58-201 in an effort to maintain good governance. To ensure the Board functions independently of management a Lead Director (Mr. Ron Walsh) was appointed during fiscal 2022. Mr. Walsh is responsible for providing leadership for the independent directors and facilitating open and candid discussion among the independent directors.

 

Directorships

 

The Board nominees are directors of other reporting issuers as follows:

 

●

Richard W. Warke is a director of Titan Mining Corporation, Augusta Gold Corp. and Armor Minerals Inc.

 

●

Donald R. Taylor is a director of Titan Mining Corporation and Augusta Gold Corp.

 

·

Poonam Puri is a director of Colliers International Group Inc., Augusta Gold Corp., DRI Healthcare Trust, and Propel Holdings Inc.

 

●

Daniel Earle is a director of Augusta Gold Corp.

 

The independent directors of the Company may hold scheduled meetings at which non-independent directors and members of management are not in attendance. During the most recently completed year, the Audit Committee held four meetings, the Compensation Committee held two meetings and the Nominating and Corporate Governance Committee held two meetings.

 

During fiscal 2023, the Board held two formal meetings at which all were in attendance except for one which was unattended by Daniel Earle.

 

Term Limits

 

The directors of the Company are elected annually and hold office until the next annual meeting of Shareholders or until their successors are elected or appointed. No term limits have been adopted for directors so far. However, the Company may consider adopting term limits for directors in the future.

 

Board Mandate

 

The Board does not have a formal written mandate.

 

Position Descriptions

 

The Board has not developed formal written position descriptions for the Chair of the Board, or for the Chairs of the Audit, Compensation, or Nominating and Corporate Governance Committees. However, each committee has a charter governing its function. The majority of the Board members are also directors of other reporting issuers and are therefore knowledgeable and experienced in their capacity as such and the role designated for them. Informal discussions occur at the Board level with respect to their responsibilities. The Board has also not developed a formal position description for the CEO. However, employment duties for the CEO are identified in the CEO’s employment agreement. In addition, the CEO has considerable prior industry experience and is therefore knowledgeable and experienced in his capacity as such and the role designated for him.

 

 

Orientation and Continuing Education

 

The Nominating and Corporate Governance Committee is responsible for ensuring that new directors are provided with an orientation including written information about the duties and obligations of directors, the business and operations of the Company, documents from recent Board meetings as applicable, and opportunities for meetings and discussion with senior management and other directors. Directors are expected to attend all scheduled Board and committee meetings as applicable either by telephone conference or in person when possible.

 

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for the process. To facilitate ongoing education of the Company’s directors, the Company supports training or education in areas relating to their role as a director of the Company; and encourages presentations by outside experts to the Board or committees on matters of particular importance or emerging significance.

 

Ethical Business Conduct

 

The Board views good corporate governance as an integral component to the success of the Company and as a requirement to meet its responsibilities to the Company’s Shareholders. The Board has adopted a Code of Conduct and Business Ethics (the “Code”) to which all employees, officers, and directors are expected to adhere. A copy of the Code is available on the Company’s website at www.solarisresources.com. The Board reviews compliance with the Code on an annual basis and is responsible for granting any waivers from the Code. The Company will promptly disclose any material waivers from the requirements of the Code granted to our directors or executive officers following the waiver. There have been no waivers to the Code since it was adopted.

 

The Board, through its meetings and other informal discussions with management, encourages a culture of ethical business conduct and believes the Company’s high caliber management team promotes a culture of ethical business conduct throughout the Company’s operations.

 

Management is expected to monitor the activities of the Company’s employees, consultants and agents in that regard.

 

It is a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of directors, abstain from discussions and voting in respect to same if the interest is material. These requirements are also contained in the Company’s Articles, which are made available to Directors and senior officers of the Company.

 

Nomination of Directors

 

The process by which the Board identifies new candidates is by keeping itself informed of potential candidates in the industry. Any Board member may suggest a director nominee. The Nominating and Corporate Governance Committee must formally review and consider the background, expertise, qualifications and skill sets, to the needs of the Company and recommend the appointment of the potential candidate to the Board as a whole.

 

 

During the most recently completed fiscal year, all members of the Nominating and Corporate Governance Committee were independent directors in accordance with National Instrument 58-101 – Disclosure of Corporate Governance Practices. The Nominating and Corporate Governance Committee has been established by the Board to (a) identify individuals qualified to become Board members; (b) to assess and report on the effectiveness of the Board and any committees thereof; and (c) develop and recommend to the Board a set of corporate governance policies and principles applicable to the Company in light of the corporate governance guidelines published by regulatory bodies having jurisdiction.

 

Compensation

 

Compensation for the Company’s directors and officers is determined based on the recommendations of the Compensation Committee. The Compensation Committee is entitled to consult with external experts on the adequacy of the compensation paid to the Company’s directors. During the most recently completed fiscal year, the Compensation Committee was comprised of independent directors in accordance with corporate governance rules of NI 58-101 and the policies of the TSX. Each of the committee members’ significant board and management experience give the committee members direct experience that is relevant to their roles in executive compensation and enable the committee to make decisions on the suitability of the Company’s compensation policies and practice. The Compensation Committee has been established by the Board to review and recommend compensation policies and programs to the Company as well as salary and benefit levels for its executives. The objective of the Committee is to assist in attracting, retaining and motivating executives and key personnel in view of the Company’s goals.

 

Other Board Committees

 

During the most recently completed fiscal year, the Board had the following standing committees comprised of independent directors: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. All of the committees are independent of management and report directly to the Board. The purpose of the Audit Committee is to assist the Board’s oversight of the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the qualifications and independence of the Company’s independent auditors; and the performance of the independent auditors. Further information regarding the Audit Committee is contained in the Company’s most recent Annual Information Form (the “AIF”) under the heading “Audit Committee Information” and a copy of the Audit Committee charter is attached to the AIF as Schedule A. The AIF is available under the Company’s profile at www.sedarplus.ca. The purpose of the Nominating and Corporate Governance Committee and the Compensation Committee has been described above under “Nominating Directors” and “Compensation” respectively.

 

Assessments

 

The Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted.

 

MANAGEMENT CONTRACTS

 

The Company has entered into an arrangement to share office space, equipment, personnel, consultants and various administrative services with other companies related by virtue of certain directors and management in common. These services have been provided through a management company equally owned by each company party to the arrangement. Costs incurred by the management company are allocated and funded by the shareholders of the management company based on time incurred and use of services.

 

 

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

 

During the most recently completed fiscal year, no director, executive officer or senior officer of the Company, proposed management nominee for election as a director of the Company or associate or affiliate of any such director, executive or senior officer or proposed nominee is or has been indebted to the Company or any of its subsidiaries or is or has been indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, other than routine indebtedness.

 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

 

During the most recently completed fiscal year, other than information disclosed in this Circular, no directors or executive officers of the Company or a subsidiary of the Company nor a proposed nominee for election to the Board, nor any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding Common Shares, nor any associate or affiliate of those persons, had or has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

 

General Matters

 

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the persons named in the Shareholders’ Proxy intend to vote on any poll, in accordance with their best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment or postponement thereof.

 

ADDITIONAL INFORMATION

 

Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca under the profile ‘Solaris Resources Inc.’ and the Company’s website www.solarisresources.com.

 

Financial information is provided in the Company’s consolidated audited financial statements and in the management’s discussion and analysis (“MD&A”) for its most recently completed fiscal year. Shareholders may request copies of the Company’s audited consolidated financial statements and MD&A by contacting the Company at (604) 687-1717.

 

BOARD APPROVAL

 

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

 

DATED at Vancouver, British Columbia, this 9^th day of May, 2024.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

/s/ Daniel Earle
Daniel Earle
President & CEO

 

 

 

- 26 -

Exhibit 99.3

 

 

 

 

Exhibit 99.4 

 

Solaris Resources Inc.

 

Request for Printed Copies of Annual and Interim Financial Statements and MD&A

 

In accordance with the rules of National Instrument 51-102 “Continuous Disclosure Obligations”, a reporting issuer must send annually a request form to the registered holders and to the beneficial owners of its securities, that the registered holders and beneficial owners may use to request a copy of the reporting issuer’s annual financial statements and Management Discussion & Analysis (“MD&A”), the interim financial statements and MD&A, or both. Please complete the form below if you wish to receive the statement(s) this year.

 

You will not automatically receive copies of the financial statement(s) unless this card is completed and returned. Copies of all previously issued annual and quarterly financial statements and related MD&A are available to the public on the SEDAR+ website at www.sedarplus.ca.

 

If you wish to receive printed copies of any of these documents, please indicate your request by completing this form and returning it to:

 

Solaris Resources Inc.

Suite 555 – 999 Canada Place

Vancouver, BC, V6C 3E1

 

OR BY FAX TO: 604-687-1715

OR BY EMAIL TO: info@solarisresources.com

 

Please select one or both of the following options:

 

☐

A. Please send me the annual financial statements and MD&A

 

☐

B. Please send me the interim financial statements and MD&A

 

☐

C. Please send me both A and B above.

 

I certify that I am a registered and/or beneficial holder of shares of the above referenced company.

 

	Signature
	Printed Name of Shareholder
	Address
	Address
	Postal Code
	Name and Title of Person Signing, if different from name above.

 

 

APPENDIX A

Consent to Electronic Delivery of Documents

 

TO: Solaris Resources Inc. (the “Company”)

 

I have read and understand this “Consent to Electronic Delivery of Documents” and hereby consent to the electronic delivery of the Company’s interim and annual financial statements and related MD&A that the Company elects to deliver to me electronically, all in accordance with my instructions below:

 

1.

I acknowledge that the interim and annual financial statements and related MD&A will be attached to an email sent to my email address that is set out below.

 

2.

I understand that as the interim and annual financial statements and related MD&A will be sent by email and will be in PDF format that I will need access to a personal computer with appropriate software, including email software, and communication access to the Internet to receive the documents, Adobe Acrobat Reader software to view the PDF – formatted documents and a printer to print the documents.

 

3.

I acknowledge that I may receive from the Company a paper copy of any documents delivered electronically at no cost if I contact the Company by telephone, regular mail or email as set out in number 6 below.

 

4.

I understand that I will be provided with a paper copy of any documents delivered electronically if electronic delivery fails.

 

5.

I acknowledge that my personal information will be stored electronically and the electronic file will be password protected.

 

6.

I understand that my consent may be revoked or changed, including any change in the email address to which documents are delivered, at any time by notifying the Company of such revised or revoked consent by mail, fax or email at:

 

Solaris Resources Inc.

Suite 555 – 999 Canada Place

Vancouver, BC, V6C 3E1

Tel: 604-687-1717

info@solarisresources.com

 

OR BY FAX TO: 604-687-1715

 

7.

I understand that I am not required to consent to electronic delivery.

 

By signing below, I confirm that I have consented to the foregoing and to the collection and use of personal information for the purposes outlined above and to the disclosure to the Company and to its agents, including its registrar and transfer agent, for the purpose of administering the delivery of the documents described above.

 

SIGNATURE OF SHAREHOLDER
NAME OF SHAREHOLDER
EMAIL ADDRESS

 

 

---