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Solaris Resources (NYSE: SLSR) narrows loss but warns on going concern as cash falls

Filing Impact
(Neutral)
Filing Sentiment
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Form Type
6-K

Rhea-AI Filing Summary

Solaris Resources Inc. reported Q1 2026 interim results with a net loss of $4,979, down from $15,374 a year earlier, and disclosed that material uncertainty exists that casts significant doubt on its ability to continue as a going concern, given reliance on future funding.

Exploration expenses fell to $810 as Warintza project costs are now largely capitalized, lifting exploration and evaluation assets to $32,721. General and administrative expenses rose to $3,330, mainly from higher share-based compensation and professional fees.

Cash and cash equivalents declined to $12,894 from $25,210, while deferred revenue tied to the Royal Gold stream stood at $93,171. Subsequent to quarter end, Solaris received technical approval of the Environmental Impact Assessment for Warintza and drew the second $50,000 tranche from the $200,000 Royal Gold funding package.

Positive

  • Major permitting milestone and funding inflow: After quarter end Solaris received technical approval of the Environmental Impact Assessment for Warintza and drew a second $50,000 tranche under its $200,000 Royal Gold funding package, supporting project advancement and near‑term liquidity.

Negative

  • Going concern uncertainty and low cash: With cash of $12,894 and reliance on future Royal Gold tranches to fund the next twelve months, management states that material uncertainty exists that casts significant doubt on the Company’s ability to continue as a going concern.

Insights

Q1 loss narrows, but going concern risk remains despite Royal Gold funding.

Solaris Resources posted a Q1 2026 net loss of $4,979, significantly lower than $15,374 in Q1 2025 as Warintza spending shifted from expensed to capitalized. Total exploration expenditure was $7,249, with $6,439 capitalized.

Liquidity is tight: cash fell to $12,894 with current liabilities of $4,204. Management explicitly states that based on forecasts it requires the third tranche of the $200,000 Royal Gold Funding Package to fund operations for the next twelve months, and that material uncertainty exists about continuing as a going concern.

On the positive side, deferred revenue of $93,171 reflects upfront stream funding, and in April 2026 the company obtained technical approval of the Warintza Environmental Impact Assessment and received an additional $50,000 tranche. Subsequent filings may clarify timing and conditions for the remaining Royal Gold funding.

Net loss Q1 2026 $4,979 For the three months ended March 31, 2026
Net loss Q1 2025 $15,374 For the three months ended March 31, 2025
Cash and cash equivalents $12,894 As of March 31, 2026
Exploration expenses $810 For the three months ended March 31, 2026
Exploration expenses prior year $12,317 For the three months ended March 31, 2025
Total exploration expenditure $7,249 Capitalized plus expensed, Q1 2026
Deferred revenue balance $93,171 Stream upfront payment related, March 31, 2026
Royal Gold funding package $200,000 Total cash consideration under stream and royalty agreements
going concern financial
"material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
Environmental Impact Assessment regulatory
"received the technical approval of the Environmental Impact Assessment for its Warintza Project"
An environmental impact assessment is a process that evaluates how a planned project or development might affect the natural environment, including air, water, land, and wildlife. It helps identify potential risks and suggests ways to minimize harm before the project begins. For investors, it matters because projects with significant environmental risks may face delays, increased costs, or restrictions, affecting their overall viability and returns.
net smelter return royalty financial
"Royal Gold will receive a 0.3% net smelter return royalty on all metal production"
A net smelter return (NSR) royalty is a contractual right to receive a percentage of the revenue from minerals sold after they are processed and refined, with common deductions for transportation and refining fees. Investors care because an NSR provides a predictable slice of mining project income without owning the mine, so it affects expected cash flow, risk exposure to commodity prices, and the valuation of both the royalty and the operating project—similar to collecting a portion of rent after paying building maintenance costs.
Pre-Feasibility Study technical
"Following the completion of the PFS in November 2025, exploration and evaluation expenditure for the Warintza Project has been capitalised"
A pre-feasibility study is an initial assessment that evaluates whether a proposed project or investment idea is worth exploring further. It involves examining basic factors like costs, potential benefits, and possible challenges, similar to conducting a preliminary check before deciding to invest more time and resources. This helps investors determine if pursuing the project further is practical and likely to be successful.
deferred revenue financial
"The Company recorded the Stream Upfront Payment as deferred revenue"
Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.

 

 

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 2026

 

Commission File Number 001-42015

 

Solaris Resources Inc.

(Translation of registrant’s name into English)

 

Neuhofstrasse 5A Baar
Switzerland 6340

(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

 

 

 

 

 

 

Incorporation by Reference

 

Exhibits 99.1 and 99.2 to this Form 6-K of Solaris Resources Corp. (the “Company”) is hereby incorporated by reference as an exhibit to the Registration Statements on Form F-10 (File No. 333-280241) and Form S-8 (File No. 333-283247) of the Company, as amended or supplemented.

 

The following documents are being submitted herewith:

 

Exhibit   Description
99.1   Condensed Consolidated Interim Financial Statements of Solaris Resources Inc. for the three months ended March 31, 2026
99.2   Management’s Discussion and Analysis of Solaris Resources Inc. for the three months ended March 31, 2026
99.3   Certification of Interim Filings Full Certificate of Solaris Resources Inc. in connection with filing of interim financial statements and interim MD&A by CEO dated May 13, 2026
99.4   Certification of Interim Filings Full Certificate of Solaris Resources Inc. in connection with filing of interim financial statements and interim MD&A by CFO dated May 13, 2026

 

1

 

 

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 13, 2026 By: /s/ Richard Hughes
  Name:  Richard Hughes
  Title: Chief Financial Officer and Secretary

 

 

2

 

 

Exhibit 99.1

 

 

 

 

 

 

 

Solaris Resources Inc.

 

Condensed Consolidated Interim Financial Statements

 

For the three months ended March 31, 2026 and 2025

 

(Unaudited)

 

 

 

 

 

 

 

 

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited – In thousands of United States dollars)

 

 

   Note   March 31,
2026
   December 31,
2025
 
             
Assets            
             
Current assets            
Cash and cash equivalents       $12,894   $25,210 
Prepaids and other   3    737    595 
Supplies inventory        176    156 
         13,807    25,961 
                
Restricted cash   5    571    821 
Exploration and evaluation assets   4    32,721    26,282 
Property, plant and equipment   6    4,811    4,964 
                
Total assets       $51,910   $58,028 
                
Liabilities and Equity               
                
Current liabilities               
Accounts payable and accrued liabilities   7   $3,596   $7,775 
Current tax liability        568    568 
Lease liability        40    57 
         4,204    8,400 
Long-term liabilities               
Lease liability        389    420 
Reclamation provision   5    4,149    4,227 
Deferred revenue   8    93,171    93,674 
Other long-term liability        316    288 
Total liabilities        102,229    107,009 
                
Shareholders’ deficit               
Common shares   9    253,464    252,408 
Reserves   9    18,154    15,569 
Deficit        (329,766)   (324,810)
Deficit attributable to shareholders of the Company        (58,148)   (56,833)
Non-controlling interests        7,829    7,852 
Total shareholders’ deficit        (50,319)   (48,981)
                
Total liabilities and shareholders’ deficit       $51,910   $58,028 
                
Nature of operations and going concern (Note 1)               
Commitments (Notes 14(b), 17)               

 

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 

Page 2 of 17

 

 

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, except share and per share amounts)

 

 

       For the three months ended
March 31,
 
   Note   2026   2025 
             
Exploration expenses   10   $810   $12,317 
General and administrative expenses   11,16    3,330    2,217 
Loss from operations        4,140    14,534 
                
Finance cost   13    1,105    1,548 
Interest income        (142)   (213)
Foreign currency gains        (124)   (495)
Net loss       $4,979   $15,374 
                
Other comprehensive income               
Items that may be reclassified to profit or loss:               
Foreign currency translation gain   14    (1,571)   (265)
Total comprehensive loss       $3,408   $15,109 
                
Net loss attributable to:               
Shareholders of the Company       $4,956   $15,354 
Non-controlling interest        23    20 
        $4,979   $15,374 
                
Total comprehensive loss attributable to:               
Shareholders of the Company       $3,385   $15,089 
Non-controlling interest        23    20 
        $3,408   $15,109 
                
Net loss per share attributable to shareholders of the Company               
Basic and diluted       $0.03   $0.10 
                
Weighted average number of shares outstanding               
Basic and diluted        166,938,454    163,415,726 

 

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 

Page 3 of 17

 

 

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Cash Flows

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars)

 

 

       For the three months ended
March 31,
 
   Note   2026   2025 
             
Cash provided by (used in):            
Operations            
Net loss for the period       $(4,979)  $(15,374)
Adjustments for:               
Finance cost   13    1,105    1,548 
Finance income        (142)   (211)
Foreign exchange and other        (124)   253 
Share-based compensation   9    1,630    1,074 
Amortization        16    218 
Reclamation provision   5    -    88 
Gain from lease termination        -    (12)
Net changes in non-cash working capital items:               
Prepaids and other        (166)   47 
Accounts payable and accrued liabilities        (2,212)   (4,936)
Reclamation provision settlement        -    (1)
Other long-term liability        28    54 
         (4,844)   (17,252)
                
Financing               
Proceeds from private placements of common shares   9        244 
Proceeds from the exercise of stock options   9        56 
Payment of lease liability        (60)   (57)
         (60)   243 
                
Investing               
Restricted cash withdrawal        250     
Capital expenditure on property, plant and equipment   6    (239)   (764)
Capital expenditure on exploration and evaluation assets   4, 17    (7,652)    
Finance income received        142    253 
         (7,499)   (511)
                
Effect of exchange rate change on cash and cash equivalents        87    24 
Decrease in cash and cash equivalents        (12,316)   (17,496)
Cash and cash equivalents, beginning of period        25,210    31,738 
                
Cash and cash equivalents, end of period       $12,894   $14,242 

 

Supplemental cash flow information (Note 18)

 

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 

Page 4 of 17

 

 

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Changes in Equity

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, except number of shares)

 

 

       Share Capital   Reserves             
   Note   Number of Shares   Amount   Options, RSUs and warrants   Foreign currency translation   Total   Deficit   Non-
controlling interest
   Total equity 
                                     
Balance, December 31, 2025        166,896,936   $252,408   $15,586   $(17)  $15,569   $(324,810)  $7,852   $(48,981)
Shares issued on exercise of stock options   9    138,392    1,056    (1,056)       (1,056)           - 
Share-based compensation   9             2,070        2,070            2,070 
Net loss and comprehensive loss                    1,571    1,571    (4,956)   (23)   (3,408)
Balance, March 31, 2026        167,035,328   $253,464   $16,600   $1,554   $18,154   $(329,766)  $7,829   $(50,319)
                                              
Balance, December 31, 2024        163,234,932   $244,718   $18,546   $2,118   $20,664   $(282,582)  $7,914   $(9,286)
Private placement equity financing        83,333    244                        244 
Shares issued on exercise of stock options   9    182,062    138    (82)       (82)           56 
Share-based compensation   9            1,074        1,074            1,074 
Net loss and comprehensive loss                    264    264    (15,354)   (20)   (15,110)
Balance, March 31, 2025        163,500,327   $245,100   $19,538   $2,382   $21,920   $(297,936)  $7,894   $(23,022)

 

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 

Page 5 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

1.Nature of operations AND GOING CONCERN

 

Solaris Resources Inc. (the “Company” or “Solaris”) was incorporated under the Business Corporations Act of British Columbia on June 18, 2018 as a wholly owned subsidiary of Equinox Gold Corp. (“Equinox”). Equinox subsequently completed a spin-out of Solaris pursuant to a plan of arrangement (the “Arrangement”). Solaris’ common shares trade on the Toronto Stock Exchange under the symbol “SLS” and the NYSE American under the symbol “SLSR”.

 

The Company is engaged in the acquisition, exploration and development of mineral property interests. The Company’s assets consist primarily of the Warintza property (“Warintza”) and ENAMI concessions in Ecuador, the 60% owned La Verde property (“La Verde”) in Mexico and the Tamarugo property (“Tamarugo”) in Chile. In November 2025 the results of a pre-feasibility study (“PFS”) for the Warintza Project were announced including a maiden mineral reserve estimate. The Company considers that the PFS indicates sufficient probability that costs can be recovered through future exploitation or sale. The Company has not yet determined whether the properties contain Mineral Reserves where extraction is both technically feasible and commercially viable. The business of mining and exploration for minerals involves a high degree of risk and there can be no assurance that such activities will result in profitable mining operations.

 

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company does not generate operating cash flow from a producing mine and has incurred operating losses to date. The Company has relied on cash received from share issuances, loan financing and the Royal Gold funding package to fund its business activities, including planned corporate expenditures, exploration expenses, as well as the development activities for the Warintza Project. The Company’s ability to continue as a going concern is dependent upon the successful execution of its business plan, meeting certain Warintza Project milestones, raising additional capital and/or evaluating strategic alternatives for its mineral property interests. The Company expects to continue to obtain the necessary funds primarily through the remaining drawdown from the Royal Gold funding package (see below) and/or the issuance of common shares in support of its business objectives. While the Company has been successful in securing financing to date, there can be no assurances that debt facilities, future equity financing, or strategic alternatives will be available on acceptable terms to the Company or at all, or that the Company will meet the conditions to receive the additional drawdown under the Royal Gold funding package.

 

As at March 31, 2026, the Company had cash and cash equivalents of $12,894. On May 21, 2025, the Company entered into a funding package (the “Funding Package”) with RGLD Gold AG ("Royal Gold"), a subsidiary of Royal Gold, Inc. for the Warintza Project. The total cash consideration under the agreements is $200,000, comprising a gold stream agreement (the “Stream Agreement”) and net smelter return (“NSR”) royalty agreement (the “Royalty Agreement”) (collectively the “Financing Agreements”). Royal Gold will pay Solaris a total cash consideration of $200,000 in three instalments as follows:

 

First tranche of $100,000 upon close of the transaction (funds received at closing which occurred concurrently with signing). $90,000 allocated to the Stream Agreement (“Stream Upfront Payment”) and $10,000 allocated to the Royalty Agreement (received May 2025);

 

Second tranche of $50,000 made available following the publication of the Pre-Feasibility Study (“PFS”) and receipt of the Environmental Impact Assessment technical approval (“EIA”), which will be allocated to the Stream Agreement (received April 2026, Note 19); and

 

Third tranche of $50,000 made available on the first anniversary of the closing date and completion of all filings necessary to fully perfect Royal Gold’s security, which will be allocated to the Stream Agreement.

 

Based on its current forecasted expenditures, the Company requires the additional financing from the third tranche of the Royal Gold funding package to fund ongoing operations for the next twelve months. As a result, material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported expenses and the consolidated statement of financial position classifications that would be necessary if the going concern assumption was inappropriate. These adjustments could be material. Refer to Note 8 for details on the Stream Agreement.

 

Page 6 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

2.Basis of preparation

 

a)Statement of compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 (“IAS 34”), Interim Financial Reporting, and do not include all of the information required for annual financial statements prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performances since the last annual financial statements.

 

These condensed consolidated interim financial statements should be read in conjunction with the Company’s most recent annual audited financial statements for the year ended December 31, 2025. The accounting policies, significant judgments made by management in applying these policies and key sources of estimation uncertainty are the same as those applied in the Company’s annual audited consolidated financial statements for the year ended December 31, 2025.

 

These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors on May 13, 2026.

 

b)Revision of prior quarter financial statements

 

In preparing the condensed consolidated interim financial statements as of and for the three and nine months ended September 30, 2025, the Company identified an error whereby a provision of $713 which had been held against salary and benefits at December 31, 2024 had not been released against the recognition of cost in the correct quarter. The identified error impacts the condensed consolidated interim financial statements for the three months ended March 31, 2025. The disclosures relating to these items in the periods mentioned above have been restated to correct for this error.

 

c)Reclassification of prior period presentation

 

Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cashflows.

 

(i)Foreign exchange and other income

 

For the three months ended March 31, 2025, $708 was reclassified from Interest income, other income and loan revaluation, net with $213 being presented in Interest income and $495 being presented as Foreign currency gains.

 

3.Prepaids and other

 

   Note   March 31, 2026   December 31, 2025 
Prepaid expenses and deposits       $604   $519 
Taxes recoverable        77    40 
Amounts receivable and other        56    36 
        $737   $595 

  

4.Exploration and evaluation assets

 

   Note   March 31,
2026
   December 31, 2025 
La Verde (Mexico)   a)   $19,741   $19,741 
Warintza (Ecuador)   b)    12,480    6,291 
ENAMI Concessions (Ecuador)   c)    500    250 
        $32,721   $26,282 

 

The Company’s additions to the Warintza asset in the three months ended March 31, 2026 are provided below (three months ended March 31, 2025: $nil). Following the completion of the PFS in November 2025, exploration and evaluation expenditure for the Warintza Project has been capitalised.

 

Page 7 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

   March 31,
2026
   December 31,
2025
 
Opening  $6, 291   $188 
Exploration and evaluation expenditures   5,282    5,772 
Capitalised shared based compensation   442    120 
Capitalised amortization of property, plant and equipment   376    331 
Changes to reclamation provision   89    68 
Reduction on sale of royalty   -    (188)
Closing  $12,480   $6,291 

 

a)La Verde

 

La Verde is situated in the Sierra Madre del Sur west of Mexico City in Michoacán State, Mexico and consists of the Unificación Santa Maria claim. The project is held 60% by the Company and 40% by a subsidiary of Teck Resources Limited (“Teck”). The joint venture agreement governing the operation and funding of La Verde was formalized effective February 28, 2015 (the “Agreement”). The Agreement provides that Solaris is the operator of the project. The Agreement further provides for dilution of either parties’ ownership should funding not be provided in accordance with their respective participating interests. La Verde is subject to a 0.5% net smelter royalty held by Minera CIMA, S.A. de C.V.

 

As of December 31, 2025 the lack of historical capital expenditure on the La Verde asset was identified as an indicator of impairment. Consequently, management performed an impairment test to determine the asset's recoverable amount. An independent valuation was commissioned, utilizing market and cost approaches, specifically the comparable in-situ resource multiple method. The impairment assessment determined that the asset's recoverable amount exceeded its carrying amount; therefore, no impairment loss was recognised.

 

b)Warintza

 

The Company owns a 100% interest in Warintza. Warintza is located in southeastern Ecuador in the province of Morona Santiago, Canton Limon Indanza. It consists of nine mining concessions (the “Concessions”) covering a total of 26,773 hectares. The Concessions have a term of 25 years and can be renewed for additional periods of 25 years. South32 Royalty Investments Pty Ltd holds a 2% net smelter royalty on the original four concessions covering a total of 10,000 hectares. Additionally, Royal Gold holds a 0.3% net smelter return royalty covering a total of 18,600 hectares.

 

c)ENAMI Concessions

 

(i)ENAMI 1

 

Solaris has entered an option agreement to acquire up to a 100% interest in 10 new exploration concessions from the Ecuadorian state-owned mining company, Empresa Nacional Minera (“ENAMI EP”). These concessions comprise a land package of approximately 40,000 hectares adjacent to the Warintza Project and the San Carlos-Panantza porphyry copper-molybdenum deposits in southeastern Ecuador.

 

The Company made an upfront payment to ENAMI EP of $250 on May 10, 2024 and, in order to exercise the option to acquire one or more of the 10 concessions, the Company is required to (i) incur exploration expenditures of $25,000 during the exploration phase of the concessions, as defined by the Ecuadorian Mining Law and (ii) pay the exercise price, the amount of which will be determined for each of the concessions that the Company elects to acquire by independent experts at the time of exercise. The term of the option agreement ends at the earlier of (i) the execution of the specific commercial agreement for each concession, which will stipulate a new term or (ii) four years from May 7, 2024 and is renewable with the agreement of the parties.

 

(ii)ENAMI 2

 

On January 28, 2026, Solaris has entered a second option agreement with ENAMI EP to acquire up to a 100% interest in new explorations areas. The new areas expand Solaris’ footprint around Warintza by approximately 40,000 hectares and are interpreted to host significant copper mineralization, characterized by widespread potassic alteration typical of large copper porphyry systems. The award of the Solaris 2 areas follows a process established by ENAMI EP pursuant to which credentialed bidders submit nonbinding proposals for proposed minimum investments on the new areas. The award is subject to entry into a definitive framework agreement for the new areas, with the terms expected to include: (i) an upfront payment to ENAMI EP of $250; (ii) a proposed minimum exploration program of $25,000 over the 4 year exploration phase; (iii) up to $1,750 subject to the achievement of certain milestones and (iv) the exclusive option to acquire the claims from ENAMI EP at a price to be determined by independent experts. The award follows the same commercial structure as the Solaris 1 earn in arrangement.

 

Page 8 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

d)Tamarugo

 

Tamarugo is a grass-roots copper porphyry target strategically located in northern Chile approximately 85 kilometres northeast of Copiapo and approximately 65 kilometres southwest of Codelco’s El Salvador Copper Mine. The Company owns a 100% interest in Tamarugo, which consists of claim blocks covering a total of approximately 7,600 hectares.

 

e)Other projects

 

Solaris has earn-in agreements on certain other projects including the Capricho and Paco Orco projects in Peru. The Capricho project is a 3,769 hectare copper-molybdenum-gold property. The Paco Orco project is a 59,200 hectare lead, zinc and silver property.

 

5.Reclamation provision

 

   March 31,
2026
   December 31,
2025
 
Balance, start of period  $4,227   $3,765 
Additions   -    535 
Accretion   11    44 
Settlement   (40)   (125)
Change in estimate   (49)   8 
Balance, end of period  $4,149   $4,227 

 

The reclamation provision represents the estimated costs for restoration and rehabilitation for environmental disturbances at Warintza, estimated to be incurred in the year 2027. The total undiscounted and uninflated estimated cash flows required to settle these obligations as at March 31, 2026 are $4,208 (December 31, 2025 – $4,322), which have been inflated at an average rate of 2.69% per annum (December 31, 2025 – 2.43%) and discounted at an average rate of 3.79% (December, 31, 2025 – 3.55%).

 

Restricted cash of $571 (December 31, 2025 – $821) represents funds being used to collateralize guarantees issued to support environmental bonding requirements with respect to the environmental disturbances at Warintza. The decrease in the year represents a guarantee put in place as part of the bidding process for the ENAMI 2 Concessions, which has subsequently been released and paid to ENAMI EP (Note 4).

 

Page 9 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

6.Property, plant and equipment

 

   Site infra-structure
and equipment
   Construction in progress   Warehouse & office equipment & furniture   Right-of-use assets   Total 
Cost                    
As at December 31, 2024  $3,768   $1,235   $873   $1,002   $6,878 
Additions   429    1,689    162    317    2,597 
Transfers   2,434    (2,434)            
Disposals               (119)   (119)
As at December 31, 2025  $6,631   $490   $1,035   $1,200   $9,356 
Additions   18    38    183        239 
As at March 31, 2026  $6,649   $528   $1,218   $1,200   $9,595 
                          
Accumulated amortization                         
As at December 31, 2024  $1,842   $   $618   $552   $3,012 
Amortization   1,049        143    238    1,430 
Disposals               (50)   (50)
As at December 31, 2025  $2,891   $   $761   $740   $4,392 
Amortization   297        46    49    392 
As at March 31, 2026  $3,188   $   $807   $789   $4,784 
                          
Net book value                         
As at December 31, 2025  $3,740   $490   $274   $460   $4,964 
As at March 31, 2026  $3,461   $528   $411   $411   $4,811 

 

7.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

   March 31,
2026
   December 31,
2025
 
Trade payables  $1,390   $2,188 
Employee liabilities   130    735 
Accrued liabilities   1,882    4,698 
Other   194    154 
Balance, end of period  $3,596   $7,775 

 

8.WARINTZA PROJECT FINANCING

 

On December 11, 2023, the Company entered into a financing package with OMF Fund IV SPV D LLC and OMF Fund IV SPV E LLC (collectively “OMF”), entities managed by Orion Mine Finance Management LP, to provide up to approximately $80,000 in aggregate funding for the advancement of the Warintza Project in Ecuador. The financing package was comprised of a $60,000 Senior Loan Facility, a subscription for $10,000 in common shares with a commitment for $10,000 in additional equity financing and a copper offtake agreement to purchase concentrate produced by the Warintza Project. On December 19, 2023, the Company also signed a molybdenum offtake agreement with OMF.

 

a)Senior Loan – OMF Fund IV SPV D LLC

 

A first advance of $30,000 was received on December 21, 2023. An additional advance of $15,000 was received on September 13, 2024. And a final advance of $15,000 was received on May 14, 2025. The Senior Loan and accrued interest was repaid on May 21, 2025.

 

Page 10 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

   December 31,
2025
 
Balance, start of period  $49,206 
Advances   15,000 
Transaction costs   (168)
Accrued interest   2,367 
Amortization of transaction cost   796 
Foreign Exchange and Other   56 
Loan and accrued interest repayment   (67,257)
Balance, end of period  $ 

 

Amounts drawn on the Senior Loan Facility bore interest payable quarterly at the higher of (a) adjusted term secured overnight financing rate (“SOFR”) and (b) 2.00%, plus either 7.00% per annum in the case of interest paid in cash, or 7.50% in the case of interest that is accrued to the loan balance in accordance with the Senior Loan Facility agreement. At May 21, 2025 when fully repaid, the Senior Loan Facility was measured at amortized cost using an effective interest rate of 16.18%.

 

The Company had the option quarterly to elect to pay the interest in cash or accruing it to the principal amount of the Senior Loan Facility and paying it upon maturity. The interest until repayment was accrued to the principal amount of the Senior Loan Facility.

 

b)Offtake agreements

 

Under the terms of the offtake agreements, OMF will purchase the greater of (i) 20% of the copper and molybdenum concentrates produced from the Warintza Project in each contract year, and (ii) the percentage of production of concentrates required to deliver a minimum 30,000 tonnes of copper and 1,500 tonnes of molybdenum in each contract year as well as the corresponding amount of gold and silver contained in the copper concentrate.

 

The offtake agreements will expire 20 years after the achievement of commercial production as defined in the agreements. If commercial production has not been achieved by December 31, 2027, then the term will extend by one year for each calendar year that commercial production has not been achieved, and if commercial production has not been achieved by December 31, 2032, then the term is extended for the duration of the mine life as defined in the offtake agreements.

 

c)Funding package with Royal Gold

 

On May 21, 2025, the Company entered into a funding package with RGLD Gold AG (“Royal Gold”), a subsidiary of Royal Gold, Inc. for the Warintza Project. The total cash consideration under the Financing Agreements is $200,000, comprising a Stream Agreement and a Royalty Agreement.

 

Royal Gold will pay Solaris a total cash consideration of $200,000 in three instalments as follows:

 

First tranche of $100,000 upon close of the transaction (funds received at closing which occurred concurrently with signing). $90,000 allocated to the Stream Agreement and $10,000 allocated to the Royalty Agreement as per the contracts and cash received;

 

Second tranche of $50,000 made available following the publication of the PFS and receipt of the technical approval of the EIA, which will be allocated to the Stream Agreement as per the contract (see Note 19); and

 

Third tranche of $50,000 made available on the first anniversary of the closing date and completion of all filings necessary to fully perfect Royal Gold's security, which will be allocated to the Stream Agreement as per the contract.

 

Under the terms of the Stream Agreement, Royal Gold will receive gold deliveries equivalent to 20 ounces per 1 million pounds of copper produced from a defined area (RGLD Gold AOI). For each ounce of gold delivered under the Stream Agreement, Royal Gold will pay the Company a purchase price equal to 20% of spot price until 90,000 ounces have been delivered; and then 60% of spot price thereafter.

 

Under the terms of the Royalty Agreement, Royal Gold will receive a 0.3% net smelter return royalty on all metal production from a defined area (RGLD Gold Expanded AOI). The Royalty will increase annually by 0.0375%, up to a maximum of 0.6%, until the earlier of: the first delivery of gold under the Stream Agreement; or eight years following the closing date.

 

Page 11 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

The Company’s obligations under the Stream Agreement and related documents are secured by (i) an all-asset British Columbia-law general security agreement made by the Company in favour of Royal Gold, and (ii) a British Columbia law share pledge agreement made by the Company in favour of Royal Gold in respect of all of the shares of its direct wholly owned subsidiary Lowell Copper Holdings Inc. (“Lowell Copper”). The obligations under the Stream Agreement are further guaranteed pursuant to a British Columbia-law guarantee from (i) Lowell Copper, which guaranteed obligations are secured by an all-asset British Columbia-law general security agreement made by Lowell Copper in favour of Royal Gold, and (ii) Lowell Mineral Exploration Ecuador S.A. (“Lowell Ecuador”). The obligations under the Stream Agreement will be further (i) secured pursuant to an Ecuador-law share pledge agreement to be granted by Lowell Copper in favour of Royal Gold in respect of all of the shares of its direct wholly-owned subsidiary Lowell Ecuador, and (ii) guaranteed pursuant to an Ecuador-law guarantee to be granted by Lowell Ecuador in favour of Royal Gold, which guaranteed obligations are to be secured by an Ecuador-law assignment of mining rights.

 

Solaris Resources AG’s (“Solaris Switzerland”) obligations under the Royalty Agreement and related documents are guaranteed (i) by a British Columbia-law limited recourse guarantee from the Company, which guaranteed obligations are to be secured by a Swiss-law share pledge agreement to be granted by the Company in respect of all of the shares of its direct wholly-owned subsidiary Solaris Switzerland. In addition to the above-noted guarantees and security, as further guarantees and security for the obligations under the Royalty Agreement, (i) Solaris Switzerland is to grant in favour of Royal Gold a Swiss-law security assignment of all receivables owed by the Company or Lowell Ecuador to Solaris Switzerland in respect of certain intercompany receivables and funding arrangements between the Company or Lowell Ecuador and Solaris Switzerland, (ii) the Company is to grant in favour of Royal Gold a Swiss-law share pledge agreement in respect of all of the shares of its direct wholly-owned subsidiary Solaris Switzerland. Additionally, the guarantees and security granted to Royal Gold in respect of the obligations under the Stream Agreement are to guarantee and/or secure the obligations under the Royalty Agreement.

 

The Company recorded the Stream Upfront Payment as deferred revenue. The Company determines the amortization of deferred revenue on a per unit basis using the estimated total gold production over the life of the Warintza Project.

 

Deferred revenue consists of: 1) initial Stream Upfront Payment received by the Company for future delivery of gold under the terms of the Stream Agreement, and 2) a significant financing component of the Stream Agreement resulting from the difference in the timing of the upfront payment received and the promised goods delivered. As such, the Company recognizes interest expense at each reporting period and will accrete the deferred revenue balance to recognize the significant financing element that is part of the Stream Agreement. The interest rate of 4.6% is determined based on the effective rate in the expected deliveries against the deferred revenue.

 

   March 31,
2026
   December 31,
2025
 
Balance, start of year  $93,674   $- 
Advances   -    90,000 
Interest expense   1,081    2,562 
Foreign exchange   (1,584)   1,112 
Balance, end of year  $93,171   $93,674 

 

9.Share capital

 

a)Common shares

 

Authorized: Unlimited common shares, with no par value

 

Issued and fully paid: 167,035,328 (December 31, 2025 – 166,896,936)

 

Page 12 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

b)Share purchase options

 

For the three months ended March 31, 2026, the Company recognized a share-based compensation expense included in general and administrative expenditures of $1,630 and exploration and evaluation assets of $442, respectively (three months ended March 31, 2025 – $1,072 in general and administrative expenses). The following table shows the change in the shares issuable for Solaris options during the three months ended March 31, 2026 and 2025:

 

As at  March 31,
2026
   March 31,
2025
 
Balance, start of period   11,307,500    14,165,000 
Exercised   (300,000)   (182,062)
Forfeited/expired   (75,000)   (192,938)
Balance, end of period   10,932,500    13,790,000 

 

The weighted average exercise price per share of options exercised and forfeited during the three months ended March 31, 2026 was C$7.24 and C$6.12 respectively. The weighted average exercise price per share issuable of options exercised and forfeited during the three months ended March 31, 2025 was C$0.80 and C$10.39, respectively.

 

Solaris options

 

The following is a summary of the Company’s outstanding and exercisable options as at March 31, 2026:

 

Outstanding  Exercisable 
Grant date  Exercise price
(C$)
   Number of options   Weighted average remaining contractual life (years)   Number of options   Weighted average remaining contractual life (years) 
August 9, 2022  $7.36    200,000    1.36    150,000    1.36 
February 24, 2023  $5.94    2,380,000    1.90    1,917,500    1.90 
February 23, 2024  $3.79    900,000    2.90    650,000    2.90 
September 18, 2024  $3.30    2,096,250    3.47    760,000    3.47 
October 4, 2024  $3.32    236,250    3.52    56,250    3.52 
November 19, 2024  $3.44    1,300,000    3.64    633,333    3.64 
December 13, 2024  $4.56    175,000    3.71    43,750    3.71 
December 20, 2024  $4.56    300,000    3.73    75,000    3.73 
December 27, 2024  $5.00    260,000    3.75    -    3.75 
December 10, 2025  $10.58    3,085,000    4.70    -    4.70 
   $6.16    10,932,500    3.43    4,285,833    2.64 

 

c)Restricted share units

 

Pursuant to the Arrangement, holders of Equinox restricted share units (“RSUs”) or RSUs with non-market-based performance vesting conditions (“pRSUs”) received RSUs or pRSUs of Solaris (“Arrangement RSUs”), which were proportionate to, and reflective of the terms of, their existing RSUs or pRSUs of Equinox (Note 1). The holder of the Arrangement RSUs acquires one-tenth of a Solaris share upon vesting. During the year ended December 31, 2025, there were no RSUs redeemed under the provision of the Company’s RSU plan and as of March 31, 2026, 260,836 RSUs and pRSUs are outstanding with 26,085 of Solaris shares issuable.

 

10.Exploration expenditures

 

The Company’s exploration expenditures by activity are as follows:

 

Following the completion of the PFS in November 2025, exploration and evaluation expenditure for the Warintza Project has been capitalised.

 

Page 13 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

The Company’s exploration expenditures by activity are as follows:

 

For the three months ended March 31,  2026   2025 
Salaries, studies, geological consultants and support, and travel  $211   $5,584 
Site preparation, supplies, field and general   363    2,364 
Drilling and drilling related costs   -    972 
Assay and analysis   -    460 
Community relations, environmental and permitting   8    2,172 
Concession fees   211    459 
Reclamation provision   -    88 
Amortization   17    218 
   $810   $12,317 

 

The Company’s exploration expenditures by jurisdiction are as follows:

 

For the three months ended March 31,  2026   2025 
Ecuador  $50   $10,810 
Chile   34    22 
Mexico   58    53 
Peru1   668    1,432 
   $810   $12,317 

 

1For the three months ended March 31, 2025 exploration expenditure in Peru includes costs for shared technical services, performed in Lima.

 

11.General and administrative expenditures

 

For the three months ended March 31,  2026   2025 
Share-based compensation  $1,630   $1,072 
Salaries and benefits   649    349 
Office and other   232    332 
Filing and regulatory fees   137    52 
Professional fees   627    305 
Marketing and travel   55    107 
   $3,330   $2,217 

 

12.Segmented information

 

The Company has determined that it has one operating segment, being the exploration of mineral properties.

 

Information about the Company’s non-current assets by jurisdiction is detailed below:

 

   March 31,
2026
   December 31,
2025
 
Mexico  $19,746   $19,747 
Ecuador   18,053    11,723 
Chile   6    6 
Peru   60    480 
Canada   238    111 
   $38,103   $32,067 

 

Information about the Company’s exploration expenditures by jurisdiction is detailed in Note 10.

 

Page 14 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

13.FINANCE COST

 

For the three months ended March 31,  2026   2025 
Interest expense – deferred revenue  $1,081   $- 
Interest expense – loans and borrowings   -    1,506 
Other   24    42 
   $1,105   $1,548 

 

14.Financial instrument risk exposure and risk management

 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management process.

 

a)Credit risk

 

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s financial assets.

 

The Company is primarily exposed to credit risk on its cash and cash equivalents and prepaids and other amounts receivable. Credit risk exposure is limited through maintaining its cash with high-credit quality financial institutions. The carrying value of these financial assets of $13,598 represents the maximum exposure to credit risk.

 

b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company ensures that there is sufficient capital in order to meet short term business requirements after taking into account the Company’s holdings of cash.

 

At March 31, 2026, the Company had contractual undiscounted cash flow commitments as follows:

 

   < 1 Year   1-3 Years   4-5 Years   > 5 Years   Total 
Accounts payable and accrued liabilities  $3,596   $   $   $   $3,596 
Lease liabilities   200    296            496 
Other long-term liabilities               316    316 
Exploration and evaluation assets   770    378            1,148 
   $4,566   $674   $   $316   $5,556 

 

c)Foreign currency risk

 

The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. At March 31, 2026, the Company had not entered into any contracts to manage foreign exchange risk.

 

The functional currency of the Company is the Canadian dollar, therefore, the Company is exposed to currency risk from the assets and liabilities denominated in the US dollar. As at March 31, 2026, cash of $ 8,234 (December 31, 2025 – $19,257), and accounts payable and accrued liabilities of $340 (December 31, 2025 - $88) are denominated in the US dollar. For the three months ended March 31, 2026, if the US dollar to Canadian dollar currency exchange rate changes by 5% with all other variables held constant, the impact on the Company’s net loss would be $411 (three months ended March 31, 2025 – $943).

 

The Company is also exposed to currency risk on financial assets and liabilities denominated in a range of currencies. However, the impact on such exposure is not currently material.

 

Page 15 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

15.Fair value measurements

 

The carrying values of cash and cash equivalents, prepaids and other, restricted cash and accounts payable and accrued liabilities approximate fair value due to their short terms to maturity. There were no transfers between fair value levels in the periods presented.

 

16.Related party transactions

 

Compensation of key management personnel

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprises the Company’s Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Directors.

 

Key management compensation for the three months ended March 31, 2026 and 2025 is comprised of the following:

 

For the three months ended March 31,  2026   2025 
Share-based compensation  $1,280   $693 
Salaries and benefits   343    313 
   $1,623   $1,006 

 

Related party arrangement

 

On January 2, 2020, the Company 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. All of the parties have jointly entered into a rental agreement for office space. On January 1, 2025, the Company terminated the 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. The agreed settlement cost associated with the termination of the agreement was $104.

 

The Company was charged for the following with respect to these arrangements in the three months ended March 31, 2026 and 2025

 

For the three months ended March 31,  2026   2025 
Office and other       104 
   $   $104 

 

Page 16 of 17

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited – In thousands of United States dollars, unless otherwise noted)

 

 

17.COMMITMENTS

 

The Company is committed to payments related to exploration assets for community agreements related to the Warintza Project of $770 in 2026 and $378 in 2027.

 

18.Supplemental cash flow information

 

For the three months ended March 31,  2026   2025 
Non-cash items:        
Accrued interest expense  $   $1,512 
Working capital adjustments to exploration and evaluation asset expenditures  $(1,213)  $ 
Capitalised share based compensation  $442   $ 
Right of use asset acquired  $   $126 

 

19.SUBSEQUENT EVENT

 

On April 9, 2026 the Company announced it had received the technical approval of the Environmental Impact Assessment for its Warintza Project. The approval represents a major permitting milestone and a significant de-risking event of the project following an extensive technical review process conducted by a multidisciplinary team from the Ministry of Environment and Energy.

 

Following the publication of the PFS in November 2025 and the receipt of the EIA technical approval, Solaris satisfied the conditions required to draw down the second tranche under its $200,000 financing agreement with Royal Gold and the Company received the additional $50,000 funding on April 14, 2026.

 

 

Page 17 of 17

 

 

Exhibit 99.2

 

 

 

 

 

 

Solaris Resources Inc.

 

Management’s Discussion and Analysis

 

For the three months ended March 31, 2026 and 2025

 

 

 

 

 

 

 

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

Introduction

 

This management’s discussion and analysis (“MD&A”) of Solaris Resources Inc. (the “Company”, “Solaris”, “we”, “us”, or “our”) covers the three months ended March 31, 2026, with comparative information for the three months ended March 31, 2025. This MD&A is dated May [13], 2026 and takes into account information available up to and including that date. This MD&A should be read in conjunction with the Company’s condensed consolidated interim financial statements for the three months ended March 31, 2026 and the annual consolidated financial statements for the year ended December 31, 2025, and the related notes contained therein, which are available on the Company’s website at www.solarisresources.com and on System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca and on Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) at www.sec.gov. Additional information relating to the Company, including the Company’s Annual Information Form, is also set out on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

 

The Company has prepared the condensed consolidated interim financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”).

 

All dollar amounts reported herein are expressed in thousands of US dollars unless indicated otherwise.

 

Solaris was incorporated under the Business Corporations Act of British Columbia on June 18, 2018 as a wholly owned subsidiary of Equinox Gold Corp. (“Equinox”). Equinox subsequently completed a spin-out of Solaris pursuant to a plan of arrangement (the “Arrangement”). Solaris’ common shares (the “Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and trade under the symbol “SLS” as well as on the NYSE American LLC (“NYSE American”) and trade under the symbol “SLSR”.

 

Cautionary Note Regarding Forward-Looking Information

 

Certain information contained in this document constitutes forward-looking statements. All statements, other than statements of historical facts, are forward looking statements, including but not limited to statements with respect to future plans and objectives of Solaris; Solaris’ exploration plans, including plans for follow-up drilling and other work; that exploration activities continue to target growth of the mineral resource estimate (“MRE”); timing, completion and potential results of such exploration plans; the Company’s plans for the ensuing year; expected life of mine; use of proceeds from the Company’s financings; all prospective information in the PFS (as defined below); approval of the Environmental Impact Assessment (“EIA”) for the Warintza Project (as defined below); the timing and outcome of the Free, Prior and Informed Consultation process (“FPIC”) and other permitting processes; that further funds may be required to fund future obligations and exploration plans; potential mineralization; exploration results; the availability of financial resources; capital, operating and cash flow estimates; the estimation of Mineral Resources and Mineral Reserves; the ability of the Company to satisfy the conditions precedent to the advancement of the remaining amount under the Funding Package (as defined below); the realization of mineral reserve estimates, the timing and amount of potential future production; intentions for the Warintza Project; and the Company’s internal controls over financial reporting (“ICFR”), including its ability to remedy the identified material weakness, as well as any potential future material weaknesses. Forward-looking statements are often, but not always, identified by the use of words such as may, will, seek, anticipate, believe, plan, estimate, budget, schedule, forecast, project, expect, intend, or similar expressions. Estimates of Mineral Reserves and Mineral Resources are also forward-looking statements because they incorporate estimates of future developments including future mineral prices, costs and expenses and the amount of minerals that will be encountered if a property is developed.

 

The forward-looking statements are based on a number of assumptions which, while considered reasonable by the Company, are subject to risks and uncertainties, including assumptions made about the Company satisfying all closing conditions for the unclosed portion of the $200,000 financing with RGLD Gold AG (“Royal Gold”), a subsidiary of Royal Gold, Inc. for the Warintza Project; the Company’s ability to advance exploration and development efforts at its projects; the results of such exploration and development efforts; copper, gold and other base and precious metal prices; cut-off grades; accuracy of mineral resource and mineral reserve estimates and resource modeling; timing and reliability of sampling and assay data; representativeness of mineralization; timing and accuracy of metallurgical test work; anticipated political and social conditions; expected government policy, including reforms; ability to successfully raise additional capital; and other assumptions used as a basis for preparation of the Company’s current technical reports. The Company cautions readers that forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed in or implied by such forward-looking statements and forward-looking statements are not guarantees of future results, performance or achievement.

 

Page 1 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

These risks, uncertainties and factors include the ability to raise funding to continue exploration, development and mining activities; Funding Package; financing arrangements; global economic conditions; limited supplies, supply chain disruptions and inflation; operating cash flow; uncertainty of future revenues or of a return on investment; estimation risk in Mineral Resources and Mineral Reserves; uncertainty relating to Inferred Mineral Resources; speculative nature of mineral exploration and development; risks from international operations; risks associated with an emerging and developing market; relationships with, and claims by, local communities and Indigenous Groups; geopolitical risk; risks related to obtaining future environmental licenses for exploitation; permitting risk; Ecuadorian constitutional court rulings suspending licenses; anti-mining sentiment; failure to comply strictly with applicable laws, regulations and local practices; pressure from artisanal and illegal miners; risks associated with mining, exploration and development; land title risk; surface rights and access risks; changes in U.S. laws and policies regulating international trade; international conflicts; global outbreaks and contagious diseases; fraud and corruption; ethics and business practices; future legal proceedings; tax regime in Ecuador; mineral assets being located outside Canada and held indirectly through foreign affiliates; commodity price risk; exchange rate fluctuations; joint ventures; property commitments; infrastructure; water management; properties located in remote areas; lack of availability of resources; dependence on highly skilled personnel; competition; significant shareholders; reputational risk; conflicts of interest; uninsurable risks; information systems; artificial intelligence; public company obligations; reliability of financial reporting and financial statement preparation; foreign subsidiary operations may impact the Company’s ability to fund operations efficiently; price fluctuation of the Common Shares; value of Common Shares; future sales of Common Shares by existing shareholders; costs of land reclamation; measures to protect endangered species; environmental risks and hazards; changes in climate conditions; differences in U.S. and Canadian reporting of Mineral Reserves and Resources; the Company’s “foreign private issuer” status; and claims under U.S. securities laws.

 

Although the Company has attempted to identify important risks, uncertainties and other factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those expressed in or implied by the forward-looking information, there may be other risks, uncertainties and other factors that cause performance, achievements, actions, events, results or conditions to differ from those anticipated, estimated or intended. Unless otherwise Indicated, forward-looking statements contained herein are as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether due to new information, future events or results or otherwise, except as required by applicable law.

 

Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates

 

This MD&A was prepared in accordance with Canadian standards for reporting of mineral resource estimates, which differ from United States standards. In particular, and without limiting the generality of the foregoing, the technical and scientific information contained and incorporated by reference in this MD&A was prepared in accordance with 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines (the “CIM Standards”), which differs from the standards adopted by the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, estimates of the Company’s Mineral Reserves and Mineral Resources, and other technical and scientific information included or incorporated by reference in this MD&A, may differ materially from the information that would be disclosed by a United States company subject to the SEC standards under the Exchange Act.

 

Description of Business

 

Solaris Resources is a copper-gold exploration and development company advancing a portfolio of high-quality assets across the Americas. Its flagship asset is the 100%-owned Warintza copper porphyry Project in southeast Ecuador. Solaris is committed to responsible mining practices that prioritize environmental stewardship, shared value creation, and long-term benefits for local communities and stakeholders.

 

Highlights and Activities

 

The following activities and developments were achieved during the quarter:

 

Solaris announced a major advancement in its district-scale growth strategy on January 28, 2026. Ecuador’s state-owned mining company, Empresa Nacional Minera ENAMI EP (“ENAMI EP”) granted Solaris an option to acquire up to a 100% interest in a new portfolio of highly prospective exploration areas located immediately adjacent to the Company’s world-class Warintza Project in southeastern Ecuador. This strategic award meaningfully expands Solaris’ footprint around Warintza by approximately 40,000 hectares, further consolidating its presence over one of the most compelling emerging copper districts globally. The newly optioned areas capture extensions of key geological trends continuous with Warintza, unlocking additional potential exploration upside and reinforcing the Company’s long-term vision of developing a future world-class copper mining hub.

 

Page 2 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

Subsequent to quarter-end:

 

On April 9, 2026, Solaris announced that it had received the technical approval of the EIA for its Warintza Project. The approval represents a major permitting milestone and a significant de-risking event for the project following an extensive technical review process conducted by a multidisciplinary team from the Ministry of Environment and Energy. Following receipt of the EIA technical approval, the Warintza Project will advance through the remaining stages of Ecuador’s environmental licensing and development approval process including the Government-led FPIC process. Following the publication of the Pre-Feasibility Study in November 2025 and the receipt of EIA technical approval, Solaris has satisfied the conditions required to draw down the second tranche under its US$200 million financing agreement with Royal Gold, which closed in May 2025. This milestone enables the Company to access US$50 million in additional funding, which was received in April 2026, that further strengthens the Company’s balance sheet and provides additional financial flexibility to advance key development activities at Warintza.

 

OUTLOOK

 

Following the receipt of the Technical Approval of the EIA in April 2026, Solaris will advance through the remaining stages of Ecuador’s environmental licensing and development approval process including the Government-led FPIC process.

 

Solaris will continue to advance the Feasibility Study for Warintza, having engaged globally recognized engineering and technical firms including Ausenco, Knight Piésold and AMC Consultants, who successfully delivered the Project’s Pre-Feasibility Study (“PFS”) published in November 2025. The Feasibility Study is focused on optimizing mine design and infrastructure, refining tailings management solutions, advancing capital and operating cost estimates, and establishing a clear pathway toward an informed construction decision.

 

Solaris is simultaneously performing work to unlock value across its broader 100%-owned land package of over 260 km², which contains several high-priority regional targets.

 

Solaris remains committed to its participatory mining model, fostering strong local partnerships and social license while building long-term value for all stakeholders.

 

Warintza

 

Warintza is a large-scale porphyry copper-molybdenum-gold project located in southeastern Ecuador in the province of Morona Santiago, Canton Limon Indanza, north of the Mirador copper-gold mine (owned by CRCC-Tongguan) and the Fruta del Norte gold mine (owned by Lundin Gold) and adjacent to the San Carlos-Panantza copper project (owned by CRCC-Tongguan) (“Warintza”, the “Project” or the “Warintza Project”).

 

The property includes nine metallic mineral concessions covering 26,773 hectares. Four concessions with an area of 9,997 hectares are permitted for exploration activities including drilling and path construction. South32 Royalty Investments Pty Ltd holds a 2% net smelter royalty on the original four concessions. Concessions have a term of 25 years and can be renewed for additional periods of 25 years. In April 2024, the Company announced an option to acquire up to a 100% interest in 10 new explorations concessions, comprising a land package of ~40,000 hectares adjacent to Warintza and interpreted to host porphyry copper and epithermal gold potential. Further, in January 2026, the Company also announced a second option to acquire up to a 100% interest in new exploration areas located immediately adjacent to the Warintza Project. These new areas are interpreted to host significant copper mineralization, characterized by widespread potassic alteration typical of large copper porphyry systems.

 

Warintza enjoys the support of its local Shuar Centres of Warints and Yawi with whom the Company shares an Impact and Benefit Agreement (“IBA”), which was first signed in September 2020, renewed in March 2022 and again renewed in April 2024. The IBA provides certainty of community support for the responsible advancement of the Warintza Project from exploration and development through to production and is a major milestone in the Company’s innovative corporate social responsibility program. This was the first IBA established in Ecuador and set the precedent for industry best practice for inclusive and mutually beneficial resource development in partnership with Indigenous Peoples. The IBA formalizes commitments toward supporting partner communities in their social and cultural practices. It also provides for eliminating or mitigating adverse impacts, employment, contracting and business opportunities supported by a robust program of education, skills and training together with community infrastructure development and financial benefits to maximize community participation and positive outcomes for Indigenous Peoples. In March 2024, Solaris announced a trilateral cooperation agreement with FICSH, the highest authority and largest Shuar indigenous organization legally established by statute of the Ministry of Social Welfare of Ecuador in 1964 and includes 50 associations comprising 500 Shuar communities and approximately 143,000 Shuar indigenous people, and with the Alianza para el Emprendimiento e Innovación (“AEI”) of Ecuador. The agreement aims to promote the economic and social development of Shuar communities represented by FICSH, including the communities of Warints and Yawi, with programs in health, education, skills training, entrepreneurship, innovation and sustainable mineral resource development.

 

Page 3 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

Further to the above, on September 11, 2025, the Company announced the signing of a landmark agreement, the PSHA, marking a major milestone in the Company’s social engagement efforts and reinforcing the strong momentum behind its flagship Warintza Project in southeastern Ecuador. With this signing, the Company has now established formal relationships with all Indigenous organisations surrounding Warintza, in addition to our ongoing collaboration with local authorities. The PSHA, located in the southeast of the province Morona Santiago, is made up of nearly ten thousand people organized into 47 Shuar centers.

 

In November 2025, the Company announced the results of the PFS which show Warintza to be a globally significant mineral resource with extensive mine life and first quartile cash costs which drives significant Free Cash Flow. The Warintza Project is forecast to have initial capital costs (pre-production) of US$3.7bn (including 15.7% overall contingency) and a 2.6 year post-tax payback period. A maiden mineral reserve estimate was published of 1.3 billion tonnes (Proven and Probable) at 0.41% CuEq (0.31% Cu, 0.02% Mo, 0.04 g/t Au and 1.30 g/t Ag), providing a mine life of 22 years and the 2025 MRE incorporated a 312% increase in Measured plus Indicated Mineral Resources, at a cut-off grade of 0.1% Cu and a NSR cut-off value of US$6.30/t, compared with the published 2024 MRE. The PFS was prepared in conjunction with consultants from Ausenco, Knight Piésold, and AMC Consultants.

 

The Warintza Project successfully completed a phase change of the environmental license from initial exploration to advanced exploration in mid 2023. In April 2026, Solaris received the technical approval of the Environmental Impact Assessment for its Warintza Project. The approval represents a major permitting milestone and a significant de-risking event for the project following an extensive technical review process conducted by a multidisciplinary team from the Ministry of Environment and Energy. The Company continues to work with the Government of Ecuador on obtaining key permits and licenses for the advancement of the Project.

 

In December 2022, Solaris and the Government of Ecuador signed an Investment Contract for the Warintza Project which provides for the following protections and incentives for the duration of the title of the Project which extends with renewal to 2066: security of investment, stability of mining law, stability of taxes at a reduced income tax rate of 20% (25% previously), exemption from capital outflow tax (5% previously), exemption from import duties (up to 5% previously), and detailed procedures for dispute resolution and international arbitration protection.

 

As part of the Royal Gold transaction financing package, the Company issued a 0.3% net smelter return royalty (“NSR royalty”) to Royal Gold and a gold stream, where Solaris will deliver gold equivalent to 20 ounces per 1 million pounds of copper produced from the RGLD Gold AOI (as defined in the Stream Agreement). For each ounce of gold delivered under the Stream Agreement, Royal Gold will pay Solaris a purchase price equal to 20% of spot price until 90,000 ounces have been delivered; and 60% of spot price thereafter.

 

La Verde

 

La Verde is situated in the Sierra Madre del Sur west of Mexico City in Michoacán State, Mexico and consists of the Unificación Santa Maria claim. The project is accessible year-round by paved roads and is strategically located next to key infrastructure with easy access to water, power and rail. The Company has recently completed desktop analysis regarding potential development options.

 

The project is held 60% by the Company and 40% by a subsidiary of Teck.

 

The joint venture agreement governing the operation and funding of La Verde was formalized effective February 28, 2015 (the “La Verde Agreement”). The La Verde Agreement provides that Solaris is the operator of the project. The La Verde Agreement further provides for dilution of either parties’ ownership should funding not be provided in accordance with their respective participating interests. La Verde is subject to a 0.5% net smelter royalty held by Minera CIMA, S.A. de C.V.

 

Enami Concessions

 

Solaris has entered an option agreement to acquire up to a 100% interest in 10 new exploration concessions from the Ecuadorian state-owned mining company, ENAMI EP (“Solaris 1”). These concessions comprise a land package of ~40,000 hectares adjacent to the Warintza Project and the San Carlos-Panantza porphyry copper-molybdenum deposits in southeastern Ecuador. The new concessions are interpreted to host porphyry copper and epithermal gold potential.

 

The Company made an upfront payment to ENAMI EP of $250 and, in order to exercise the option to acquire one or more of the 10 concessions, the Company is required to (i) incur exploration expenditures of $25,000 during the exploration phase of the concessions, as defined by the Ecuadorian Mining Law; and (ii) pay the exercise price, the amount of which will be determined for each of the concessions that the Company elects to acquire by independent experts at the time of exercise. The term of the option agreement ends at the earlier of (i) the execution of the specific commercial agreement for each concession, which will stipulate a new term; or (ii) four years from May 7, 2024 and is renewable with the agreement of the parties.

 

Page 4 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

Fieldwork at the new ENAMI EP exploration concessions have identified targets with a similar signature across multiple layers of data to Warintza. A number of porphyry copper targets have been identified by open-ended annular magnetic highs enclosing magnetic lows and erosional depressions, consistent with outcropping deposits within the Warintza porphyry cluster for follow-up.

 

In January 2026, Solaris entered into a second option agreement with ENAMI EP to acquire up to a 100% interest in new exploration areas (“Solaris 2”). New areas are interpreted to host significant copper mineralization, characterized by widespread potassic alteration typical of large copper porphyry systems. The award of the Solaris 2 areas follows a process established by ENAMI EP pursuant to which credentialed bidders submit nonbinding proposals for proposed minimum investments on the new areas. The award is subject to entry into a definitive framework agreement for the new areas, with the terms expected to include: (i) an upfront payment to ENAMI EP of $250; (ii) a proposed minimum exploration programme of $25,000 over the 4 year exploration phase; (iii) up to $1,750 subject to the achievement of certain milestones and (iv) the exclusive option to acquire the claims from ENAMI EP at a price to be determined by independent experts. The award follows the same commercial structure as the Solaris 1 earn in arrangement.

 

Tamarugo

 

Tamarugo is a grass-roots copper porphyry target strategically located in northern Chile approximately 85 kilometres northeast of Copiapo and approximately 65 kilometres southwest of Codelco’s El Salvador Copper Mine. The Company owns a 100% interest in Tamarugo, which consists of claim blocks covering a total of approximately 7,600 hectares.

 

Other projects

 

Solaris has earn-in agreements on certain other projects including the Capricho and Paco Orco projects in Peru. The Capricho project is a 3,769-hectare copper-molybdenum-gold property. The Paco Orco project is a 59,200-hectare lead, zinc and silver property. Solaris is focused on obtaining surface access agreements with local landholders and communities for the purposes of permitting exploration programs at both Capricho and Paco Orco.

 

Exploration expenditures

 

Exploration expenditures consist of both costs that are capitalised as exploration and evaluation assets and costs that are expensed as incurred, in accordance with the Company’s accounting policy under IFRS 6 Exploration for and Evaluation of Mineral Resources.

 

a)Exploration expenditure (IFRS Presentation)

 

The following tables summarize exploration expenditure by jurisdiction for the periods indicated.

 

For the three months ended March 31, 2026:

 

   Ecuador   Mexico   Chile   Peru – Warintza1   Peru – Capricho & Paco Orco   Total 
Capitalised exploration and evaluation expenses  $5,904   $   $   $535   $   $6,439 
Expensed exploration and evaluation expenses   50    58    34        668    810 
   $5,954   $58   $34   $535   $668   $7,249 

 

For the three months ended March 31, 2025:

 

   Ecuador   Mexico   Chile   Peru – Warintza1   Peru – Capricho & Paco Orco   Total 
Capitalised exploration and evaluation expenses  $-   $-   $-   $-   $-   $- 
Expensed exploration and evaluation expenses   10,810    53    22    1,342    90    12,317 
   $10,810   $53   $22   $1,342   $90   $12,317 

 

1Peru – Warintza expenditure includes costs for shared technical services, performed in Lima.

 

Page 5 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

The increase in capitalised expenditures to $6,439 for the three months ended March 31, 2026 (March 31, 2025 $nil) is principally due to the capitalising of costs for the Warintza project following the completion of the PFS.

 

The decrease in expensed exploration and evaluation costs to $810 for the three months ended March 31, 2026 (March 31, 2025 $12,317) is due to the capitalising of costs for the Warintza project following the completion of the PFS and additionally a reduced level of drilling and associated activity at the Warintza project as the focus was to obtain the technical approval of the EIA.

 

b)Non-GAAP Financial Measure: Total exploration expenditure

 

Total exploration expenditure (defined as the sum of capitalised and expensed exploration and evaluation costs) is a non-GAAP financial measure and does not have a standardised meaning under IFRS. This measure may not be comparable to similar measures presented by other companies.

 

Management uses this measure to evaluate exploration activity across periods, allow comparability given differences in accounting treatment and reflect the full amount of capital allocated to exploration projects. A reconciliation of this measure to the most directly comparable IFRS measures is presented above.

 

The following tables summarise total exploration expenditure by activity and jurisdiction.

 

For the three months ended March 31, 2026:

 

   Ecuador   Mexico   Chile   Peru – Warintza1   Peru – Capricho & Paco Orco   Total 
Salaries, studies, geological consultants and support, and travel  $2,157   $   $   $437    167   $2,761 
Site preparation, supplies, field and general   1,238    24    24    95    315    1,696 
Drilling and drilling related costs   25                     25 
Assay and analysis   225                    225 
Community relations, environmental and permitting   1,341                3    1,344 
Concession fees   693    33    10        168    904 
Reclamation provision   (89)                   (89)
Amortization   364    1        3    15    383 
   $5,954   $58   $34   $535    668   $7,249 

 

1Peru – Warintza expenditure includes costs for shared technical services, performed in Lima.

 

Page 6 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

For the three months ended March 31, 2025:

 

   Ecuador   Mexico   Chile   Peru – Warintza1   Peru – Capricho & Paco Orco   Total 
Salaries, studies, geological consultants and support, and travel  $4,241   $   $   $1,291    52   $5,584 
Site preparation, supplies, field and general   2,281    24    22    33    4    2,364 
Drilling and drilling related costs   972                     972 
Assay and analysis   460                    460 
Community relations, environmental and permitting   2,140                32    2,172 
Concession fees   431    28                459 
Reclamation provision   88                    88 
Amortization   197    1        18    2    218 
   $10,810   $53   $22   $1,342    90   $12,317 

 

The decrease in total exploration expenditure to $7,249 for the three months ended March 31, 2026, from $12,317 for the three months ended March 31, 2025, was primarily due to there being reduced drilling activities and the accompanying cost categories as the focus was to obtain the technical approval of the EIA.

 

Salaries, studies, geological consulting and support, and travel costs were lower in Ecuador for the three months ended March 31, 2026, compared to the same period in 2025. This was mainly due to the decrease in geological consultants’ costs in support of drilling activities, and the accompanying lower mobilization of supplies, materials and personnel to and within the site.

 

The decrease in site preparation, supplies, field and general costs is commensurate with the decrease in drilling activities with fewer drilling platforms, civil works and site infrastructure, as well as a reduction in supplies and materials consumed at the Warintza Project.

 

Drilling and drilling-related costs at Warintza, as well as the corresponding assay and analysis costs, decreased for the three months ended March 31, 2026, compared to 2025, due to the Company having conducted a reduced volume of drilling activities in the quarter. The prior year activity saw a higher level of activity principally related to the PFS.

 

Community relations, environmental and permitting costs decreased in the three months ended March 31, 2026 compared to the same period in 2025, due to the costs in the prior quarter including fees incurred to obtain the advanced exploration environmental licence for the Warintza project.

 

Reclamation provision represents the estimated costs for restoration and rehabilitation for environmental disturbances at Warintza. For the three months ended March 31, 2026, the reclamation provision expense was lower than the prior year due to the reduced drilling activity with an associated reduction in environmental disturbances and the settlement of reclamation costs.

 

Loss from Operations

 

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

 

The Company incurred exploration expenses of $810 for the three months ended March 31, 2026 (March 31, 2025 – $12,317). The decrease is mainly attributable to the capitalising of costs for the Warintza Project following the completion of the PFS.

 

The Company incurred general and administrative expenses of $3,330 for the three months ended March 31, 2026 (March 31, 2025 – $2,217). The increase is mainly due to higher costs in share-based compensation and professional fees.

 

Page 7 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

Summary of Quarterly Financial Information

 

The Company’s quarterly financial statements are reported under IFRS, as applicable to interim financial reporting. The following table provides highlights from the quarterly results of the Company’s unaudited condensed consolidated interim financial statements for the past eight quarters.

 

   2026
Q1
   2025
Q4
   2025
Q3
   2025
Q2
 
Exploration and evaluation assets  $32,721   $26,282   $19,991   $19,991 
Gain on sale of royalty interest               (9,812)
Exploration expenses   810    4,677    9,501    8,850 
General and administration expenses   3,330    2,910    2,250    5,566 
Net loss   4,979    9,348    12,229    5,338 
Comprehensive loss   3,408    9,921    11,538    7,856 
Net loss attributable to Solaris shareholders   4,956    9,335    12,216    5,322 
Net loss per share – basic and diluted  $0.03   $0.06   $0.07   $0.03 

 

   2025
Q1
   2024
Q4
   2024
Q3
   2024
Q2
 
Exploration and evaluation assets  $20,179   $20,179   $20,179   $20,179 
Gain on sale of royalty interest                
Exploration expenses   12,317    19,271    17,659    14,384 
General and administration expenses   2,217    4,033    2,808    2,482 
Net loss   15,374    25,881    20,805    17,643 
Comprehensive loss   15,109    25,491    20,671    17,478 
Net loss attributable to Solaris shareholders   15,354    25,868    20,785    17,633 
Net loss per share – basic and diluted  $0.10   $0.16   $0.13   $0.12 

 

The Company has not generated any income to date other than interest income and a gain on the sale of a royalty interest. Exploration expenses in the three months ended March 31, 2026 were lower than in the three months ended March 31, 2025 due to the capitalising of costs for the Warintza Project following the completion of the PFS .

 

Liquidity and Capital Resources

 

   March 31,
2026
   December 31,
2025
 
Cash and cash equivalents  $12,894   $25,210 
Prepaids and other   737    595 
Supplies inventory   176    156 
Accounts payable and accrued liabilities   3,596    7,775 
Lease liability – current   40    57 
Total current assets   13,807    25,961 
Total current liabilities  $4,204   $8,400 

 

Cash used from operating activities during the three months ended March 31, 2026 was $4,844 (March 31, 2025 – $17,252). The decrease in cash used during the three months ended March 31, 2026, compared to the same period in 2025, is primarily due to the capitalising of costs for the Warintza Project following the completion of the PFS.

 

Cash outflow from financing activities during the three months ended March 31, 2026, was $60 (March 31, 2025 – $243 inflow). The cash outflow in the year was due to finance lease settlements.

 

Cash outflow from investing activities during the three months ended March 31, 2026 was $7,499 (March 31, 2025 – $511). The increase in cash outflow from investing activities for the three months ended March 31, 2026, relates primarily to the capitalisation of exploration and evaluation expenditures against the Warintza project.

 

The Company does not generate operating cash flow from a producing mine and has incurred operating losses to date. Based on its current forecasted expenditures, the Company requires additional financing from the third tranche of the Funding Package to fund ongoing operations for the next twelve months.

 

The condensed consolidated interim financial statements have been prepared in accordance with IFRS applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future.

 

Page 8 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

As at March 31, 2026, the Company had cash and cash equivalents of $12,894. On May 21, 2025, the Company entered into a funding package with Royal Gold for the Warintza Project (the “Funding Package”). The total cash consideration under the Financing Agreements is $200,000. Royal Gold will pay Solaris a total cash consideration of $200,000 in three instalments as follows:

 

First tranche of $100,000 upon close of the transaction (funds received at closing which occurred concurrently with signing). $90,000 allocated to the Stream (“Stream Upfront Payment”) and $10,000 allocated to the Royalty Agreement (received May 2025);

 

Second tranche of $50,000 made available following the publication of the PFS and receipt of the EIA technical approval, which will be allocated to the Stream Agreement (received April 2026, see Note 19 of the condensed consolidated interim financial Statements); and

 

Third tranche of $50,000 made available on the first anniversary of the closing date and completion of all filings necessary to fully perfect Royal Gold’s security, which will be allocated to the Stream Agreement.

 

Management is committed to diligently managing its liquidity and capital resources, including prioritizing spending in the areas of the business with the highest impact, such as advancing the development of the Company’s Warintza Project. Should it be necessary, management has the ability to relatively quickly curtail cash outflows, including exploration expenditures, and to prudently manage the Company’s liquidity position to conserve cash resources.

 

The Company’s ability to continue as a going concern is dependent upon the successful execution of its business plan, raising additional capital and/or evaluating strategic alternatives for its mineral property interests.

 

Commitments and Contingencies

 

At March 31, 2026, the Company had contractual cash flow commitments as follows:

 

   < 1 Year   1-3 Years   4-5 Years   > 5 Years   Total 
Accounts payable and accrued liabilities  $3,596   $   $   $   $3,596 
Lease liabilities   200    296            497 
Other long-term liability               316    316 
Exploration and evaluation assets   770    378            1,148 
   $4,566   $674   $   $316   $5,557 

 

Share Capital Information

 

As at May [13], 2026, the Company had the following securities issued and outstanding:

 

167,035,328 Common Shares

 

10,932,500 Common Shares issuable pursuant to exercise of stock options

 

26,085 Common Shares issuable pursuant to redemption of restricted share units1

 

1 These restricted share units have vested and the issuance of the related Solaris shares has been deferred by the holders of the restricted share units

 

Proposed Transactions

 

There are no undisclosed proposed transactions that will materially affect the performance of the Company.

 

Off-Balance Sheet Arrangements

 

The Company does not have any material off-balance sheet arrangements.

 

Related Party Transactions

 

Compensation of key management personnel

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprises the Company’s Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Directors.

 

Page 9 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

Key management compensation for the three months ended March 31, 2026 and 2025 is comprised of the following:

 

For the three months ended March 31,  2026   2025 
Share-based compensation  $1,280   $693 
Salaries and benefits   343    313 
   $1,623   $1,006 

 

Related party arrangement

 

On January 2, 2020, the Company 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. The services were provided through a management company equally owned by each company party to the arrangement. Costs incurred by the management company were allocated and funded by the shareholders of the management company based on time incurred and use of services. All of the parties jointly entered into a rental agreement for office space. When the Company’s participation in the arrangement terminated, the Company was obligated to pay its share of the rent payments for the remaining term of the office space rental agreement. On January 1, 2025, the Company terminated the 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. The agreed settlement cost associated with the termination of the agreement was $104.

 

The Company was charged for the following with respect to these arrangements in the three months ended March 31, 2025:

 

For the three months ended March 31,  2025 
Office and other   104 
   $104 

 

MATERIAL Accounting Policies and Estimates

 

In preparing the accompanying condensed consolidated interim financial statements in conformity with IFRS, management has made judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ. All estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical judgements and estimates in applying accounting policies that have the most significant effect on amounts recognized in the condensed consolidated interim financial statements are the same as those described in the consolidated annual financial statements for the year ended December 31, 2025.

 

Judgements and estimates that have the most significant effect on the amounts recognized in the Company’s condensed consolidated interim financial statements are as follows:

 

a)Accounting for streaming & royalty arrangements

 

Management has applied judgment in the assessment that the Stream Agreement (Note 8 of the condensed consolidated interim financial statements) constitutes a contract for the future sale of commodities to the counterparty. The contract will be settled through the delivery of commodity and in no event settled in cash except in the event of specific non-operational scenarios. The deposit is therefore recorded as deferred revenue and is not a financial liability. Management assessed that the contract contained a significant financing component, which required making estimates, with information reasonably available to the parties at contract inception, of the quantity and the cash selling price of the promised goods to be delivered under the Stream Agreement in order to determine the implicit interest rate of the agreement. These estimates are subject to variability and may have an impact on the timing and amount of revenue recognized. Management exercised judgment in applying IFRS 15, as the treatment of the deposit as a contract liability is a key judgment and is based on the expected delivery of the Company’s future production.

 

The key estimates used to arrive at the implicit interest rate in the agreement are:

 

based on an internal mine development model with a mine start date of 2030, with a 55 year mine life

 

gold price of $2,904 per ounce

 

discount rate of 4.6%

 

The value of the Royalty Agreement and Stream Agreement was based on the separate contracts and cash received for each (Note 8 of the condensed consolidated interim financial statements). Analysis was performed based on the internal mine development model referenced above, considering multiple scenarios which impact the royalty contract metrics and returns to support the values attributed in the contracts.

 

Page 10 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

b)Reclamation provision

 

The ultimate costs for reclamation and rehabilitation are uncertain, and cost estimates can vary in response to many factors, including estimates of the nature, extent and timing of rehabilitation activities, technological changes, regulatory changes, changes in inflation rates, the risk-free interest rate used for discounting future cash flows, foreign exchange rates, and estimates of the underlying currencies in which the provisions will ultimately be settled. The Company estimates its costs based on studies using current restoration standards and techniques, and the provision at the reporting date represents management’s best estimate of the present value of the future rehabilitation costs required. Significant assumptions related to the reclamation provision are disclosed in Note 5 of the condensed consolidated interim financial statements.

 

c)Valuation of exploration and evaluation assets

 

The application of the Company’s accounting policy for exploration and evaluation assets requires estimates in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Capitalized acquisition costs are assessed for impairment at least annually or when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. Judgement is required in determining whether indicators of impairment exist, including factors such as the period for which the Company has the right to explore, expected renewals of exploration rights, whether expenditures on further exploration and evaluation of resource properties are planned, results of exploration and evaluation activities on the exploration and evaluation assets and future commodity prices.

 

A lack of expenditure on the La Verde asset in prior years was deemed to be an indictor of impairment as at December 31, 2025 and an impairment test was performed accompanied by an independent valuation of the La Verde asset. The fair market value was estimated using the market approach, specifically using the comparable in-situ resource multiples observed for guideline public companies and comparable transactions. There was no impairment resulting from the test. There were no indicators of impairment identified for the Company’s other Exploration and Evaluation assets.

 

d)Going concern evaluation

 

As discussed in Note 1 of the condensed consolidated interim financial statements, these have been prepared under the assumptions applicable to a going concern. If the going concern assumption were not appropriate for these condensed consolidated interim financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses, and the statement of financial position classifications used and such adjustments could be material. The Company reviews the going concern assessment at the end of each reporting period. The Company’s assessment of its ability to continue as a going concern requires significant judgement about whether there are material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. Based on its current forecasted expenditures, the Company requires the additional financing from the third tranche of the Funding Package to fund ongoing operations for the next twelve months. As a result, material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern.

 

e)Mineral Reserves and Resources

 

Mineral reserve and resource estimates are prepared by Qualified Persons in compliance with NI 43-101 standards. These estimates rely on expert judgment regarding geological data, mining methods, and production scheduling, alongside key assumptions for costs and metal pricing. Any updates to this data or these assumptions can alter the economic viability of our projects, leading to revisions that may impact asset valuations, depreciation rates, tax strategies, and restoration provisions.

 

Page 11 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

Financial Instrument Risk Exposure and Risk Management

 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The board of Directors (“Board”) approves and monitors the risk management process.

 

a)Credit risk

 

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s financial assets.

 

The Company is primarily exposed to credit risk on its cash and cash equivalents and other amounts receivable. Credit risk exposure is limited through maintaining its cash with high-credit quality financial institutions. The carrying value of these financial assets of $13,598 represents the maximum exposure to credit risk.

 

b)Foreign currency risk

 

The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. At March 31, 2026, the Company had not entered into any contracts to manage foreign exchange risk.

 

The functional currency of the Company is the Canadian dollar, therefore, the Company is exposed to currency risk from the assets and liabilities denominated in the US dollar. As at March 31, 2026, cash of $8,234 (December 31, 2025 – $19,257), and accounts payable and accrued liabilities of $340 (December 31, 2025 - $88) are denominated in the US dollar. For the three months ended March 31, 2026, if the US dollar to Canadian dollar currency exchange rate changes by 5% with all other variables held constant, the impact on the Company’s net loss would be a change of $411 (December 31, 2025 – $943).

 

The Company is also exposed to currency risk on financial assets and liabilities denominated in a range of currencies. However, the impact on such exposure is not currently material .

 

Capital management

 

The Company’s primary objective when managing capital is to ensure that it will be able to continue as a going concern and that it has the ability to satisfy its capital obligations and ongoing operational expenses, as well as having sufficient liquidity to fund suitable business opportunities as they arise.

 

The Company manages its capital structure and makes adjustments to it as necessary in light of economic conditions. In order to maintain the capital structure, the Company may, from time to time, issue or buy back equity, issue or repay debt, or sell assets. The Company, upon approval from its Board, intends to balance its overall capital structure through a combination of equity financing, debt and other forms of financing. The Company did not have any externally imposed restrictions as at March 31, 2026. To effectively manage its capital requirements, the Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has appropriate liquidity to meet its business activities, including planned corporate expenditures, exploration expenses, as well as the development activities for the Warintza Project.

 

Risks and Uncertainties

 

An investment in the Common Shares is highly speculative and subject to a number of risks and uncertainties. Only those persons who can bear the risk of the entire loss of their investment should invest in the Common Shares. An investor should carefully consider the risks and the other information filed with the Canadian securities regulators before investing in the Common Shares. A discussion of these risks and other factors that may affect the Company’s actual results, performance, achievements or financial position is contained in the Company’s annual MD&A dated March 25, 2026 and in the Company’s Annual Information Form, each filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

 

Disclosure Controls and Procedures and Internal Control Over Financial Reporting

 

The Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have designed or caused to be designed under their supervision the Company’s disclosure controls and procedures (“DC&P”) to provide reasonable assurance that material information regarding the Company is accumulated and communicated to the Company’s management, including its CEO and CFO, in a timely manner. In addition, the CEO and CFO have designed or caused to be designed under their supervision ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements, as well as an evaluation on whether there were changes to its ICFR during most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR. The control framework used to design the Company’s ICFR is based on the 2013 control framework developed by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Page 12 of 13

Solaris Resources Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of United States dollars, unless otherwise noted)

 

For the three months ended March 31, 2026, the DC&P have not been designed effectively to provide reasonable assurance that material information relating to the Company is made known to the CEO and CFO, particularly during the period in which the relevant annual filings are prepared and the information required to be disclosed by the Company in its filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified. Given the identified material weakness as described below, management concluded that the Company’s DC&P and ICFR was not effective as of March 31, 2026.

 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Due to inherent limitations in all such systems, no evaluations of controls can provide absolute assurance that all control issues, if any, within a company are detected on a timely basis.

 

Material Weakness

 

As previously disclosed in our MD&A for the year ended December 31, 2025, we identified a material weakness in our internal control over financial reporting. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

 

The material weakness related to the design and implementation of certain controls at a sufficient level of precision within our financial statement close process and related disclosures, including: (i) recording of payroll expenses in general and administrative expenses, (ii) foreign currency calculations related to retranslation of deferred revenue to the functional currency and amortization of loan arrangement fees, (iii) disclosure and presentation of capital expenditures on exploration and evaluation assets within the condensed consolidated interim statement of cash flows, and (iv) calculation of the tax provision. These control deficiencies resulted in errors that were identified and corrected by management.

 

During the three months ended March 31, 2026, the Company continued to implement its remediation plan to address the material weakness. While progress has been made, the material weakness cannot be considered remediated until the enhanced controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively.

 

Although the material weakness did not result in any material misstatement of our condensed consolidated interim financial statements for the three months ended March 31, 2026, or prior periods, it could result in a material misstatement of account balances or disclosures if not fully remediated. Accordingly, management has concluded that the material weakness continues to exist as of March 31, 2026.

 

Management, under the oversight of the Audit Committee, will continue to monitor the effectiveness of its remediation efforts and will refine its plan as necessary.

 

Changes in Internal Control Over Financial Reporting

 

National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No material changes were made to internal controls during the fiscal quarter ended March 31, 2026.

 

Qualified Person

 

A “Qualified Person” is as defined by the NI 43-101 of the Canadian Securities Administrators. The named Qualified Person(s) have verified the data disclosed, including sampling, analytical, and test data underlying the information or opinions contained in this MD&A in accordance with standards appropriate to their qualifications. The independent Qualified Persons are Mr. Nicholas Szebor, EurGeol, CGeol, Director and Global Lead – Geosciences at AMC Consultants, who supervised and approved the MRE; and Mr. Roderick Carlson, FAIG (RPGeo), MAusIMM, Technical Lead – Geosciences at AMC Consultants, who is responsible for the exploration, drilling, sample preparation, and assays. The preparation of the mineral reserve estimate and mining aspects of the PFS was supervised and approved by Mr. Eugene Tucker, P.Eng., Director and Global Lead – Open Pit Mining at AMC Consultants. The costs (excluding process plant and site services) and economics of the PFS were prepared under the supervision of Ms. Mary Alejo Hito, P.Eng., Principal Mining Engineer at AMC Consultants. The preparation of the metallurgy, processing, and site infrastructure aspects (excluding TMF, WRF, and water management) of the PFS was supervised by Mr. Greg Lane, FAusIMM, Principal Consultant at Ausenco. Mr. Guillermo Hernán Barreda Flores, SME Registered Member, Regional Manager at Knight Piésold, prepared the TMF, WRF, and site water management aspects of the PFS. Each of the aforementioned individuals are a “Qualified Person” as defined in NI 43-101.

 

The Qualified Persons have reviewed and approved the scientific and technical information contained in this MD&A and believe it fairly and accurately represents the information from the technical report titled “Warintza Project Pre-Feasibility Study and Updated Mineral Resource Estimate”, effective November 1, 2025.

 

Page 13 of 13

 

Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings
Full Certificate

 

I, Matthew Rowlinson, President and Chief Executive Officer of Solaris Resources Inc., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Solaris Resources Inc. (the “issuer”) for the interim period ended March 31, 2026.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period (a) a description of the material weakness; (b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and (c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 13, 2026  

 

 
/s/ Matthew Rowlinson  
Matthew Rowlinson  
President and Chief Executive Officer  

 

Exhibit 99.4

 

Form 52-109 F2

Certification of Interim Filings
Full Certificate

 

I, Richard Hughes, Chief Financial Officer of Solaris Resources Inc., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Solaris Resources Inc. (the “issuer”) for the interim period ended March 31, 2026.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period (a) a description of the material weakness; (b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and (c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 13, 2026  
   

/s/ Richard Hughes

 
Richard Hughes  
Chief Financial Officer  

 

FAQ

What was Solaris Resources (SLSR) net loss for Q1 2026?

Solaris Resources reported a Q1 2026 net loss of $4,979, compared with $15,374 in Q1 2025. The decline mainly reflects capitalizing Warintza project costs after the Pre-Feasibility Study, which reduced expensed exploration spending.

How much cash did Solaris Resources (SLSR) have at March 31, 2026?

At March 31, 2026, Solaris Resources held $12,894 in cash and cash equivalents, down from $25,210 at year-end 2025. The decrease reflects ongoing exploration and development spending and capital investment at the Warintza project and other properties.

Why does Solaris Resources highlight going concern risk?

Management states that, based on its forecasts, Solaris requires additional financing from the third Royal Gold tranche to fund operations for the next twelve months. This reliance creates material uncertainty that casts significant doubt on the Company’s ability to continue as a going concern.

What is the size of Solaris Resources’ funding package with Royal Gold?

Solaris has a $200,000 funding package with Royal Gold, consisting of a gold stream and net smelter return royalty. The package is paid in three instalments, including a first $100,000 tranche and two additional $50,000 tranches tied to project milestones.

How did Solaris Resources’ exploration expenses change in Q1 2026?

Exploration expenses dropped to $810 in Q1 2026 from $12,317 a year earlier. After completing the Warintza Pre-Feasibility Study, more project spending is capitalized as exploration and evaluation assets rather than expensed on the income statement.

What permitting progress did Solaris Resources make at Warintza?

In April 2026, after quarter end, Solaris received technical approval of the Environmental Impact Assessment for the Warintza project. The company describes this as a major permitting milestone and a significant de-risking step following a detailed government technical review.

Filing Exhibits & Attachments

4 documents