6-K
Solaris Resources Inc. (SLSR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 6-K
Report of Foreign Private IssuerPursuant to Rule 13a-16 or 15d-16 ofthe Securities Exchange Act of 1934
For the month of July 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 | Material Change Report |
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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: July 25, 2024 | By: | /s/ Tom Ladner |
| Name: | Tom Ladner | |
| Title: | VP Legal |
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Exhibit 99.1
Form 51-102F3
MATERIAL CHANGE REPORT
| Item 1. | Name and Address of Reporting Issuer |
|---|
Solaris Resources Inc. (“Solaris” or the “Company”)
Suite 555 - 999 Canada Place
Vancouver, British Columbia V6C 3E1
| Item 2. | Date of Material Change |
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July 22, 2024
| Item 3. | News Release |
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A news release announcing the material change was disseminated through the facilities of Newswire on July 22, 2024, and a copy was subsequently filed on SEDAR+.
| Item 4. | Summary of Material Change |
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On July 22, 2024, Solaris announced an In-Pit Mineral Resources Estimate (“MRE”) for its Warintza Project (“Warintza” or “the Project”) in southeastern Ecuador.
| Item 5. | Full Description of Material Change |
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| 5.1 | Full Description of Material Change |
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Solaris announced an MRE for its Warintza Project in southeastern Ecuador. Ongoing mineral resource drilling includes over 30,000m in H2/24 targeting open extensions and upgrading mineral resources to support the Pre-Feasibility Study (“PFS”) in H2/25. Concurrent district exploration programs are targeting complementary discoveries from an expanded portfolio of epithermal gold/silver and porphyry copper targets.
Highlights
| ● | In-Pit Mineral Resources – 232 million<br>tonnes (“Mt”) at 0.64% copper equivalent¹ (“CuEq”) (Measured) and 677 Mt at 0.49% CuEq¹ (Indicated)<br>for 909 Mt at 0.53% CuEq¹ (Measured & Indicated) and an additional 1,426 Mt at 0.37% CuEq¹ (Inferred) at a base case 0.25%<br>CuEq¹ cut-off grade |
|---|---|
| ● | Includes 157 Mt at 0.76% CuEq¹ (Measured)<br>and 269 Mt at 0.69% CuEq¹ (Indicated) for 427 Mt at 0.71% CuEq¹ (Measured & Indicated) and an additional 177 Mt at 0.62%<br>CuEq¹ (Inferred) at a higher cut-off grade of 0.50% CuEq¹ which reflects the at or near surface supergene and higher-grade hypogene<br>mineralization (Table 1: Warintza Mineral Resource Estimate Sensitivity and Figure 2) |
| --- | --- |
| ● | Structural Advantages – Warintza is set<br>at low elevation within the southeast Ecuador mining district that is serviced by direct connection from highway to Pacific ports, low-cost<br>hydroelectric grid power with further development potential at the adjoining Santiago G8 project, and has seen sweeping socioeconomic<br>improvement from mining exploration, development over the last decade (Figure 1) |
| --- | --- |
| ● | Resource Drilling Continues – 2024 drill<br>program of 60,000m (over 30,000m in H2/24) in 140 holes from 80 platforms to provide improved drilling coverage targeting open lateral<br>extensions, upgrading mineral resources and converting remaining uncategorized blocks within the pit shell to support the PFS in H2/25;<br>metallurgical, geotechnical and hydrogeological drilling is ongoing (Figure 3) |
| --- | --- |
| ● | District Exploration Ongoing – Complementary<br>district exploration efforts are underway with fieldwork targeting epithermal-style gold-silver mineralization south of Caya-Mateo, in<br>an area where recent sampling has returned values between 4 and 12 g/t Au, and field crews also focused on mapping and sampling combined<br>geophysical and geochemical porphyry copper targets (Figure 4) |
| --- | --- |
Table 1: Warintza Mineral ResourceEstimate Sensitivity
| Cut-off | Category | Tonnage | Grade | |||
|---|---|---|---|---|---|---|
| CuEq (%) | (Mt) | CuEq (%) | Cu (%) | Mo (%) | Au (g/t) | |
| 0.15% | Measured | 246 | 0.61 | 0.45 | 0.02 | 0.05 |
| Indicated | 836 | 0.44 | 0.30 | 0.02 | 0.04 | |
| M&I | 1,082 | 0.48 | 0.34 | 0.02 | 0.04 | |
| Inferred | 3,135 | 0.27 | 0.20 | 0.01 | 0.04 | |
| 0.25% (Base Case) | Measured | 232 | 0.64 | 0.47 | 0.02 | 0.05 |
| Indicated | 677 | 0.49 | 0.34 | 0.02 | 0.04 | |
| M&I | 909 | 0.53 | 0.37 | 0.02 | 0.05 | |
| Inferred | 1,426 | 0.37 | 0.27 | 0.01 | 0.04 | |
| 0.35% | Measured | 207 | 0.68 | 0.50 | 0.03 | 0.06 |
| Indicated | 497 | 0.56 | 0.40 | 0.02 | 0.05 | |
| M&I | 704 | 0.60 | 0.43 | 0.02 | 0.05 | |
| Inferred | 640 | 0.47 | 0.34 | 0.02 | 0.05 | |
| 0.50%(Higher Grade) | Measured | 157 | 0.76 | 0.56 | 0.03 | 0.06 |
| Indicated | 269 | 0.69 | 0.50 | 0.03 | 0.05 | |
| M&I | 427 | 0.71 | 0.52 | 0.03 | 0.06 | |
| Inferred | 177 | 0.62 | 0.45 | 0.02 | 0.07 |
Notes to Table 1:
| 1. | The Mineral Resource Estimate was prepared in accordance with the Canadian Institute of Mining, Metallurgy<br>and Petroleum (“CIM”) Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council on May 10,<br>2014. |
|---|---|
| 2. | Reasonable prospects for eventual economic extraction assume open-pit mining with conventional flotation<br>processing and were tested using Whittle and Minesight pit optimization software with the following assumptions: metal prices of US$4.00/lb<br>Cu, US$20.00/lb Mo, and US$1,850/oz Au; operating costs of US$1.50/t+US$0.02/t per bench mining, US$5.0/t milling, US$1.0/t G&A, and<br>recoveries of 90% Cu, 85% Mo, and 70% Au based on preliminary metallurgical testwork. |
| --- | --- |
| 3. | Metal price assumptions for copper, molybdenum and gold are based on a discount to the lesser of the 3-year<br>trailing average (in accordance with US Securities and Exchange Commission guidance) and current spot prices for each metal. |
| --- | --- |
| 4. | Mineral Resources include grade capping and dilution. Grade was interpolated by ordinary kriging populating<br>a block model with block dimensions of 25m x 25m x 15m. |
| --- | --- |
| 5. | Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
| --- | --- |
| 6. | Copper-equivalent grade calculation for reporting assumes metal prices of US$4.00/lb Cu, US$20.00/lb Mo,<br>and US$1,850/oz Au, and recoveries of 90% Cu, 85% Mo, and 70% Au based on preliminary metallurgical testwork and includes provisions for<br>downstream selling costs. CuEq formula: CuEq (%) = Cu (%) + 5.604 × Mo (%) + 0.623 × Au (g/t). |
| --- | --- |
| 7. | The Mineral Resources estimate was prepared by Mario E. Rossi, FAusIMM, RM-SME, Principal Geostatistician<br>of Geosystems International Inc., who is an Independent Qualified Person under NI 43-101. The Mineral Resources estimate is at a base<br>case of 0.25% CuEq¹ cut-off grade and other estimates at varying cut-off grades are included only to demonstrate the sensitivity<br>of the Mineral Resources estimate and are not the QP’s estimate of the Mineral Resources for the property. |
| --- | --- |
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| 8. | In Mr. Rossi’s opinion, there are currently no relevant factors or legal, political, environmental,<br>or other risks that could materially affect the potential development of Mineral Resources. |
|---|---|
| 9. | All figures are rounded to reflect the relative accuracy of the estimate and therefore may not appear<br>to add precisely. |
| --- | --- |
| 10. | The effective date of the mineral resource estimate is July 1, 2024. |
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Figure 1 – Warintza Location, Access, Infrastructure
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Figure 2 – Warintza Mineral Resource Block Model
Note to Figure 2: Mineral Resources cut off at pit outline.
Figure 3 – Warintza Drilling and Future Targets
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Figure 4 – Warintza District Exploration
The corresponding Technical Report disclosing the MRE in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) will be prepared by Mr. Rossi and available on the Company’s website at www.solarisresrouces.com and on SEDAR+ under the Company’s profile at www.sedarplus.ca within 45 days of this report.
Endnotes
| 1. | Copper-equivalence grade calculation for reporting assumes metal prices of US$4.00/lb Cu, US$20.00/lb<br>Mo, and US$1,850/oz Au, and recoveries of 90% Cu, 85% Mo, and 70% Au based on preliminary metallurgical testwork and includes provisions<br>for downstream selling costs. CuEq formula: CuEq (%) = Cu (%) + 5.604 × Mo (%) + 0.623 × Au (g/t). |
|---|
Resource Estimation Methodology and Parameters
Measured Mineral Resources were defined where there are at least two drill holes and four composites minimum within 40 and 80m, depending on geologic domain and orientation. Indicated Mineral Resources were defined where there are at least two drill holes and four composites minimum within 60 and 120m, depending on geologic domain and orientation. Variogram models were used to support the assessment of grade continuity. The classification reflects not only drill spacing and drill hole data quality, but also confidence level in the continuity of the grade and the geometry of the deposit. Inferred Mineral Resources were estimated within an envelope of drill hole influence, defined nominally as 200m in the horizontal directions, and 40m in the vertical direction. Mineral Resources include outlier grade restriction and internal dilution. Grade was interpolated by ordinary kriging populating a block model with block dimensions of 25m x 25m x 15m. The Measured, Indicated and Inferred Mineral Resources are classified in a manner that is consistent with the May 10, 2014 CIM Definition Standards for Mineral Resources and Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. In Mr. Rossi’s opinion, there are currently no relevant factors or legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources.
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Technical Information and QualityControl & Quality Assurance
Sample assay results have been independently monitored through a quality control/quality assurance (“QA/QC”) program that includes the insertion of blind certified reference materials (standards), blanks and field duplicate samples. Logging and sampling are completed at a secure Company facility located on site. The drill core is cut in half on site and samples are securely transported to ALS Labs in Quito. Sample pulps are sent to ALS Labs in Lima, Peru and Vancouver, Canada for analysis. Total copper and molybdenum contents are determined by four-acid digestion with AAS finish. Gold is determined by fire assay of a 30-gram charge. In addition, selected pulp check samples are sent to Bureau Veritas lab in Lima, Peru. Both ALS Labs and Bureau Veritas lab are independent of Solaris. Mr. Rossi verified the data disclosed, including sampling, analytical, and test data underlying the information included in this report, by personally inspecting the drill core use in the MRE and performing several checks to confirm the accuracy of such data. In addition, Mr. Rossi reviewed the QA/QC reports from the Company’s drill programs and noted that there were no issues that arose which would affect confidence with the assay data. Mr. Rossi considers the sampling method appropriate for the deposit type, adequate security and QA/QC measures were maintained, and samples are representative of the existing mineralization. Mr. Rossi is not aware of any drilling, sampling, recovery or other factors that could materially affect the accuracy or reliability of the data referred to herein.
Heliborne magnetic, LIDAR and other layers of data quality for Warintza district exploration were validated by a qualified external professional using data validation procedures under high industry standards. The data has been verified by Jorge Fierro, M.Sc., DIC, PG, using data validation and quality assurance procedures under high industry standards.
Qualified Person
The MRE was prepared and the scientific and technical information in this report was approved by Independent Qualified Person, Mario E. Rossi, FAusIMM, SME, IAMG, Principal Geostatistician of Geosystems International Inc (“GSI”) who is a copper porphyry specialist. Mr. Rossi is a qualified person pursuant to NI 43-101 and is independent of Solaris Resources under Section 1.5 of NI 43-101. Mr. Rossi has over 35 years of experience in mining and geostatistics, mineral resource and reserves estimation, audits and reviews in over 100 mining projects at various stages of development and operation. GSI is an independent, international mining consulting practice offering services specializing in porphyry deposits from exploration through feasibility, mine planning, and production.
The scientific and technical content of the Warintza district exploration targets in this report has been reviewed and approved by Jorge Fierro, M.Sc., DIC, PG, Vice President Exploration of Solaris who is a “Qualified Person” as defined in National Instrument 43-101 Standards of Disclosure forMineral Projects. Jorge Fierro is a Registered Professional Geologist through the SME (registered member #4279075).
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Cautionary Notes and Forward-lookingStatements
This document contains certain forward-lookinginformation and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-lookingstatements”). The use of the words “will” and “expected” and similar expressions are intended to identifyforward-looking statements. These statements include statements that ongoing mineral resource drilling includes over 30,000m in H2/24targeting open extensions and upgrading mineral resources to support the PFS in H2/25, concurrent district exploration programs are targetingcomplementary discoveries from an expanded portfolio of epithermal gold/silver and porphyry copper targets, 2024 drill program of 60,000m(over 30,000m in H2/24) in 140 holes from 80 platforms to provide improved drilling coverage targeting open lateral extensions, upgradingmineral resources and converting remaining uncategorized blocks within the pit shell to support the PFS in H2/25; metallurgical, geotechnicaland hydrogeological drilling is ongoing, complementary district exploration efforts are underway with fieldwork targeting epithermal-stylegold-silver mineralization south of Caya-Mateo, in an area where recent sampling has returned values between 4 and 12 g/t Au, and fieldcrews also focused on mapping and sampling combined geophysical and geochemical porphyry copper targets. Although Solaris believes thatthe expectations reflected in such forward-looking statements and/or information are reasonable, readers are cautioned that actual resultsmay vary from the forward-looking statements. The Company has based these forward-looking statements and information on the Company’scurrent expectations and assumptions about future events including assumptions regarding the exploration and regional programs and technicalprograms. These statements also involve known and unknown risks, uncertainties and other factors that may cause actual results or eventsto differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identifiedin the Solaris Management’s Discussion and Analysis, for the year ended December 31, 2023 available at www.sedarplus.ca. Furthermore,the forward-looking statements contained in this report are made as at July 22, 2024, and Solaris does not undertake any obligation topublicly update or revise any of these forward-looking statements except as may be required by applicable securities laws.
| 5.2 | Disclosure for Restructuring Transaction |
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Not applicable.
| Item 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
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Not applicable.
| Item 7. | Omitted Information |
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No information has been omitted on the basis that it is confidential information.
| Item 8. | Executive Officer |
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The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:
Tom Ladner
Vice President, Legal
(604) 638-1470
| Item 9. | Date of Report |
|---|
July 25, 2024
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