VANCOUVER, BC, Dec. 6, 2021 /CNW/ - Solaris Resources
Inc. (TSX: SLS) (OTCQB: SLSSF) ("Solaris" or the
"Company") announces its intention to transfer its non-core
assets held in Ecuador,
Peru, Chile and Mexico into a newly incorporated wholly-owned
subsidiary of Solaris named Solaris Exploration Inc. ("Solaris
Exploration") pursuant to an internal re-organization (the
"Re-Organization"). Following the Re-Organization, it is
expected that 100% of the common shares of Solaris Exploration will
be spun out to shareholders relative to their shareholdings in
Solaris (the "Spin-Out"). Solaris will continue to
focus on rapidly growing and advancing its Warintza Project in
southeastern Ecuador, while
Solaris Exploration will allow shareholders to capture additional
long-term value from the Solaris Exploration shares distributed
pursuant to the Spin-Out.
Terms of Proposed Spin-Out
The Spin-Out is anticipated to occur by way of a plan of
arrangement under the Business Corporations Act
(British Columbia). Solaris
shareholders will vote on the Spin-Out at a meeting of shareholders
(the "Meeting") to be held on a date to be announced. To be
effective, it is expected that the Spin-Out will require approval
by (i) at least 66⅔% of the votes cast by Solaris shareholders
present in person or represented by proxy at the Meeting, which
shareholders are entitled to one vote for each Solaris share held;
and (ii) if required, a majority of the votes cast by shareholders
other than those required to be excluded pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions. The Re-Organization and the Spin-Out will
also be subject to other customary approvals, including approval by
the Supreme Court of British
Columbia for the Spin-Out.
After closing of the proposed Spin-Out, Solaris shares will
continue trading on the Toronto Stock Exchange in Canada under the symbol "SLS", and on the
OTCQB Venture Market in the United
States under the symbol "SLSSF". Solaris Exploration will
not be listed on any stock exchange after closing of the Spin-Out,
but Solaris anticipates that Solaris Exploration will apply for a
public listing in due course following the Spin-Out. Any such
listing will be subject to Solaris Exploration fulfilling all the
requirements of the exchange on which it chooses to seek a public
listing. Additional details of the Spin-Out will be provided to
shareholders in due course.
On behalf of the Board of Solaris Resources Inc.
"Daniel Earle"
President & CEO, Director
About Solaris Resources Inc.
Solaris is advancing a portfolio of copper and gold assets in
the Americas, which includes: a high-grade resource with expansion
and additional discovery potential at the Warintza copper and gold
project in Ecuador; discovery
potential on the grass-roots Tamarugo project in Chile and Capricho and Paco Orco projects in Peru; exposure to US$130M spending / 5-yrs through a farm-out
agreement with Freeport-McMoRan on the Ricardo Project in
Chile; and significant leverage to
increasing copper prices through its 60%-interest in the
La Verde joint-venture project
with Teck Resources in Mexico.
Cautionary Notes and Forward-looking Statements
This document contains certain forward-looking information
and forward-looking statements within the meaning of applicable
securities legislation (collectively
"forward-looking statements"). This
statement includes the Intention to transfer non-core assets held
in Ecuador, Peru, Chile
and Mexico into a newly
incorporated wholly-owned subsidiary of Solaris named Solaris
Exploration Inc. ("Solaris Exploration") pursuant to an internal
re-organization (the "Re-Organization"); that following the
Re-Organization, it is expected that 100% of the common shares of
Solaris Exploration will be spun out to shareholders relative to
their shareholdings in Solaris (the "Spin-Out"); that Solaris will
continue to focus on rapidly growing and advancing its Warintza
Project in southeastern Ecuador,
while Solaris Exploration will allow shareholders to capture
additional long-term value from the Solaris Exploration shares
distributed pursuant to the Spin-Out; that the Spin-Out is
anticipated to occur by way of a plan of arrangement under the
Business Corporations Act (British
Columbia); that Solaris shareholders will vote on the
Spin-Out at a meeting of shareholders (the "Meeting") to be held on
a date to be announced; that the Re-Organization and the Spin-Out
will also be subject to other customary approvals, including
approval by the Supreme Court of British
Columbia for the Spin-Out, and that after closing of the
proposed Spin-Out, Solaris shares will continue trading on the
Toronto Stock Exchange in Canada
under the symbol "SLS", and on the OTCQB Venture Market in
the United States under the symbol
"SLSSF"; that Solaris Exploration will not be listed on any stock
exchange after closing of the Spin-Out, but that Solaris
anticipates that Solaris Exploration will apply for a public
listing in due course following the Spin-Out; that any such listing
will be subject to Solaris Exploration fulfilling all the
requirements of the exchange on which it chooses to seek a public
listing; and that additional details of the Spin-Out will be
provided to shareholders in due course. Although
Solaris believes that the expectations reflected in such
forward-looking statement and/or information are reasonable,
readers are cautioned that actual results may vary from the
forward-looking statement. In particular, there is no guarantee
that Solaris will complete the Re-Organization or the Spin-Out, or
that Solaris Exploration will seek or obtain public listing at any
point. Furthermore, the forward-looking statement contained in this
news release was made as at the date of this news release and
Solaris does not undertake any obligation to publicly update or
revise any of this forward-looking statement except as may be
required by applicable securities laws. These statements also
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements, including the
risks that the required approvals for the Re-Organization and the
Spin-Out are not obtained; the risks that Solaris Exploration is
not accepted for public listing at any point; and the risks,
uncertainties and other factors identified in the Solaris
Management's Discussion and Analysis for the year ended
December 31, 2020 available at
www.sedar.com. Furthermore, the forward-looking statements
contained in this news release are made as at the date of this news
release and Solaris does not undertake any obligation to publicly
update or revise any of these forward-looking statements except as
may be required by applicable securities laws.
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SOURCE Solaris Resources Inc.