Solaris Resources (SLSR) amends Form 40-F to add clawback policy

Rhea-AI Filing Summary

Solaris Resources Inc. filed Amendment No. 1 to its Annual Report on Form 40-F to add its Incentive Compensation Clawback Policy by incorporation and to update the exhibit index and CEO/CFO certifications. The Amendment states it contains no financial statements and should be read with the Original Annual Report filed on March 26, 2026. The exhibit list references the company’s audited consolidated financial statements as of December 31, 2025 and December 31, 2024, an Annual Information Form, management’s discussion and analysis, independent auditor consents, and new Rule 13a-14(a) certifications filed as Exhibits 99.4 and 99.5. The filing confirms the inclusion of the previously omitted clawback policy (Exhibit 97) and otherwise does not amend the substantive disclosures of the original Annual Report.

Insights

Corporate Governance Expert

Amendment restores a key governance disclosure by adding the omitted clawback policy.

The Amendment incorporates the Incentive Compensation Clawback Policy as Exhibit 97, correcting an omission from the Original Annual Report filed on March 26, 2026. This places the policy on record alongside audited statements and governance certifications.

While the filing contains no new financial statements, the addition of the clawback policy and CEO/CFO certifications provides formal governance documentation; subsequent filings or the Original Annual Report should be consulted for financial context.

SEC Filings Specialist

This is an administrative amendment focused on exhibits and certifications, not new financial disclosure.

The Amendment lists exhibits including audited consolidated financial statements for fiscal years ended December 31, 2025 and December 31, 2024, XBRL exhibits, auditor consents, and Rule 13a-14(a) certifications filed as Exhibits 99.4 and 99.5. It explicitly omits Section 906 certifications because no financial statements are included in the Amendment.

Action items: treat this as a corrigendum to the Original Annual Report; rely on the Original Annual Report for substantive financial information and on this Amendment for the formal inclusion of governance exhibits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/26/2026 - 09:48 PM Learn about SEC filing dates

FAQ

What did Solaris Resources (SLSR) file in Amendment No. 1?

The company filed an Amendment No. 1 to its Form 40-F to incorporate its Incentive Compensation Clawback Policy and to update the exhibit index and CEO/CFO certifications, correcting an omission in the Original Annual Report filed on March 26, 2026.

Does the Amendment include new financial statements for SLSR?

No. The Amendment expressly states no financial statements are included. It adds exhibits and certifications only and directs readers to the Original Annual Report for the audited consolidated financial statements.

Which exhibits did Solaris add or update in this Amendment?

The Amendment incorporates the Incentive Compensation Clawback Policy as Exhibit 97 and adds Rule 13a-14(a) CEO and CFO certifications as Exhibits 99.4 and 99.5, plus an updated exhibit index referencing audited statements and XBRL exhibits.

Are auditor reports referenced in the Amendment for SLSR?

Yes. The exhibit index references Independent Registered Public Accounting Firm reports for consolidated financial statements as of December 31, 2025 and December 31, 2024, including consents from the auditors listed in the exhibit index.

Should investors treat this Amendment as changing Solaris’s financial disclosures?

No. The Amendment states it does not amend or restate information in the Original Annual Report and contains no financial statements; it serves to add a missing governance exhibit and required certifications.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Commission file number: 001-42015

SOLARIS RESOURCES INC.

(Exact Name of Registrant as Specified in its Charter)

British Columbia		1040		N/A
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code)		(I.R.S. Employer Identification No.)

Neuhofstrasse 5A, 6340 

Baar, Switzerland

+41 417695000

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Cogency Global Inc.

122 E. 42^nd Street, 18^th Floor

New York, New York 10168

(800) 221-0102

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange On Which Registered:
Common Shares, no par value		SLSR		NYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

☒ Annual Information Form                 ☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

☒ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report: ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 40-F of Solaris Resources Inc. (the “Company”) originally filed with the Securities and Exchange Commission (“SEC”) on March 26, 2026 (the “Original Annual Report”), solely to add in the incorporation by reference and missing hyperlink of the Company’s previously filed Incentive Compensation Clawback Policy which was inadvertently omitted from the Original Annual Report. This Amendment consists solely of (i) a Cover Page, (ii) this Explanatory Note, (iii) an updated Exhibit Index, and (iv) new certifications required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed as Exhibits 99.4 and 99.5 hereto, and (vi) a signature page. Because no financial statements have been included in this Amendment, paragraphs 3, 4 and 5 of the certifications required by Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update, or restate the information in any item of the Original Annual Report or reflect any events that have occurred after the Original Annual Report was filed. Accordingly, this Amendment should be read in conjunction with the Original Annual Report.

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EXHIBIT INDEX

The following exhibits have been filed as part of this annual report on Form 40-F:

Exhibit		Description
Incentive Compensation Recovery Policy
97		Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Form 40-F filed with the Commission on March 20, 2025)
Annual Information
99.1*		Annual Information Form of the Company for the year ended December 31, 2025
99.2*		The following audited consolidated financial statements of the Company are exhibits to and form a part of this annual report:
		Independent Registered Public Accounting Firm’s Reports on Consolidated Financial Statements as at December 31, 2025 and 2024 and for each of the years then ended (BDO Canada LLP, Vancouver, BC, Canada, Auditor Firm ID: 1227, KPMG LLP, Vancouver, BC, Canada, Auditor Firm ID:85)
		Consolidated Statements of Financial Position as of December 31, 2025 and December 31, 2024
		Consolidated Statements of Net Loss and Comprehensive Loss for the years ended December 31, 2025 and December 31, 2024
		Consolidated Statements of Cash flows for the years ended December 31, 2025 and December 31, 2024
		Consolidated Statements of Changes in Shareholders; Equity for the years ended December 31, 2025 and December 31, 2024
		Notes to Consolidated Financial Statements
99.3*		Management’s Discussion and Analysis
Certifications
99.4		Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5		Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6*		Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7*		Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consents
99.8*		Consent of KPMG LLP, Independent Registered Public Accounting Firm
99.9*		Consent of Jorge Fierro, M.Sc., DIC, PG
99.10*		Consent of Mary Alejo Hito, P. Eng.
99.11*		Consent of Eugene Tucker, P. Eng.
99.12*		Consent of Roderick Carlson, FAIG (RPGeo)
99.13*		Nicholas Szebor, MCSM, M.Sc., B.Sc.
99.14*		Guillermo Hernán Barreda Flores, SME Registered Member
99.15*		Gregory Lane, FAusIMM
99.16*		Consent of BDO Canada LLP, Independent Registered Public Accounting Firm
101*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* - Previously filed with the Original Annual Report filed on March 26, 2026.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOLARIS RESOURCES INC.
	By:	/s/ Matthew Rowlinson
	Name:	Matthew Rowlinson
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: March 26, 2026

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