STOCK TITAN

Solaris Resources flags going-concern uncertainty

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(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

Solaris Resources Inc. (SLSR) recorded a $13.554 million net loss for the nine months ended September 30, 2026, compared with $32.941 million a year earlier. Exploration expense was $2.753 million versus $30.668 million, largely because Warintza project costs were capitalized after the pre-feasibility study; exploration and evaluation assets were $54.054 million, compared with $26.282 million at December 31, 2025.

Royal Gold paid Solaris total cash consideration of $200 million under the Warintza funding package, including a $50 million third installment received November 6, 2026. At September 30, cash was $42.044 million. Cash generated from operating activities was $39.812 million for the nine months, primarily due to receipt of the second Royal Gold tranche.

Solaris does not generate operating cash flow from a producing mine and said it requires additional financing for the next twelve months. The company stated that material uncertainty casts significant doubt on its ability to continue as a going concern.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate pointNine-month net loss: $13.554 million versus $32.941 million in 2025.

Negative

  • Major point. Forward-looking: it has not happened yet and may not happen.Next-twelve-month financing need; material uncertainty casts significant doubt on going concern.

Filing Explained

At September 30, the Royal Gold stream had $143,181 thousand in deferred revenue tied to future gold deliveries.

This Form 6-K furnishes Solaris’ interim financial statements and MD&A for the nine months ended September 30, 2026, and incorporates both exhibits into its Form F-10 and Form S-8 registration statements.

Royal Gold has paid Solaris total cash consideration of $200,000 thousand under the package. Under the stream, Solaris must deliver gold equal to 20 ounces per 1 million pounds of copper produced from a defined area; Royal Gold pays 20% of spot price per ounce until 90,000 ounces are delivered, then 60%.

The separate royalty gives Royal Gold a 0.3% net smelter return royalty on metal production from a defined area; it increases 0.0375% annually, up to 0.6%, until first gold delivery or eight years after closing, whichever comes first.

At September 30, 2026, deferred revenue for the stream stood at $143,181 thousand; the filing says the final $50,000 thousand installment was received on November 6, 2026, after that balance-sheet date.

Net loss $13.554 million Nine months ended September 30, 2026; $32.941 million in the comparable 2025 period.
Cash and cash equivalents $42.044 million As of September 30, 2026.
Exploration and evaluation assets $54.054 million As of September 30, 2026; $26.282 million at December 31, 2025.
Cash generated from operating activities $39.812 million Nine months ended September 30, 2026; primarily due to receipt of the second Royal Gold tranche.
Royal Gold funding package $200 million Total cash consideration paid to Solaris in three installments for the Warintza project.
Third Royal Gold tranche $50 million Received November 6, 2026.
Gold delivery under stream 20 ounces per 1 million pounds of copper Deliveries are based on copper produced from a defined area.
Net smelter return royalty 0.3%, increasing by 0.0375% annually up to 0.6% Increase continues until the earlier of first gold delivery under the stream or eight years after closing.
going concern financial
"material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
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.
gold stream financial
"a gold stream, where Solaris will deliver gold equivalent"
A gold stream is a contract where an investor or firm pays cash up front to a mining company in exchange for the right to buy a portion of that mine’s future gold at a set, usually below-market, price or to receive a fixed share of production. It matters to investors because it provides miners with immediate funding without issuing traditional debt or equity, while the streamer gains long-term exposure to gold at a predictable cost — a trade-off between lower purchase price and limited upside if gold prices rise sharply.
net smelter return royalty financial
"a 0.30% net smelter return royalty to Royal Gold"
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
"In November 2025, the Company announced the results of the PFS"
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.
non-GAAP financial measure financial
"Total exploration expenditure is a non-GAAP financial measure"
A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did SLSR lose in the first nine months of 2026?

Solaris reported a $13.554 million net loss for the nine months ended September 30, 2026, versus $32.941 million in 2025. Exploration expense was $2.753 million, compared with $30.668 million, largely because Warintza project costs were capitalized after the pre-feasibility study.

How much cash did SLSR have on September 30, 2026?

Solaris had $42.044 million in cash and cash equivalents as of September 30, 2026. The company said it requires additional financing to fund ongoing operations for the next twelve months and that material uncertainty casts significant doubt on its ability to continue as a going concern.

What are the terms of Solaris SLSR's Royal Gold gold stream?

Solaris is to deliver gold equivalent to 20 ounces per 1 million pounds of copper produced from a defined area. For each ounce delivered, Royal Gold pays 20% of spot price until 90,000 ounces have been delivered, then 60% of spot price. Royal Gold also receives a 0.3% net smelter return royalty that increases by 0.0375% annually, up to 0.6%, until the earlier of first gold delivery or eight years after closing.

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

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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 November 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 Inc. (the “Company”) are 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 nine months ended September 30, 2026
99.2   Management’s Discussion and Analysis of Solaris Resources Inc. for the nine months ended September 30, 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 November 12, 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 November 12, 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: November 12, 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 and nine months ended September 30, 2026 and 2025

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited – In thousands of United States dollars)

 

 

   Note  September 30,
2026
   December 31,
2025
 
            
Assets             
              
Current assets             
Cash and cash equivalents     $42,044   $25,210 
Prepaids and other  3   1,209    595 
Supplies inventory      190    156 
       43,443    25,961 
              
Non-current assets             
Restricted cash  5   563    821 
Exploration and evaluation assets  4   54,054    26,282 
Property, plant and equipment  6   4,606    4,964 
              
Total assets     $102,666   $58,028 
              
Liabilities and Equity             
              
Current liabilities             
Accounts payable and accrued liabilities  7  $6,855   $7,775 
Current tax liability      -    568 
Lease liability      153    57 
       7,008    8,400 
Long-term liabilities             
Lease liability      197    420 
Reclamation provision  5   5,235    4,227 
Deferred revenue  8   143,181    93,674 
Other long-term liability      381    288 
Total liabilities     $156,002   $107,009 
              
Shareholders’ deficit             
Common shares  9  $253,928   $252,408 
Reserves  9   23,248    15,569 
Deficit      (338,301)   (324,810)
Deficit attributable to shareholders of the Company      (61,125)   (56,833)
Non-controlling interests      7,789    7,852 
Total shareholders’ deficit     $(53,336)  $(48,981)
              
Total liabilities and shareholders’ deficit     $102,666   $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 1 of 16

 

 

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss

For the three and nine months ended September 30, 2026 and 2025

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

 

 

      Three months ended
September 30,
   Nine months ended
September 30,
 
   Note  2026   2025   2026   2025 
                    
Gain on sale of royalty interest  8  $-   $-   $-   $(9,812)
Exploration expenses  11   748    9,501    2,753    30,668 
General and administrative expenses  12, 16   2,821    2,250    8,863    10,033 
Loss from operations     $3,569   $11,751   $11,616   $30,889 
                        
Finance cost  13  $1,684   $1,091   $4,392   $4,645 
Interest and other income      (406)   (550)   (973)   (884)
Foreign currency loss/(gains)      222    (63)   (1,481)   (1,709)
Net loss     $5,069   $12,229   $13,554   $32,941 
                        
Other comprehensive income                       
Items that may be reclassified to profit or loss:                       
Foreign currency translation     $(102)  $(691)  $(3,458)  $1,560 
Total comprehensive loss     $4,967   $11,538   $10,096   $34,501 
                        
Net loss attributable to:                       
Shareholders of the Company     $5,043   $12,216   $13,491   $32,892 
Non-controlling interest      26    13    63    49 
      $5,069   $12,229   $13,554   $32,941 
                        
Total comprehensive loss attributable to:                       
Shareholders of the Company     $4,941   $11,525   $10,033   $34,452 
Non-controlling interest      26    13    63    49 
      $4,967   $11,538   $10,096   $34,501 
                        
Net loss per share attributable to shareholders of the Company                       
Basic and diluted     $0.03   $0.07   $0.08   $0.20 
                        
Weighted average number of shares outstanding                       
Basic and diluted      167,091,543    165,761,345    167,023,997    164,589,426 

 

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

 

Page 2 of 16

 

 

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Cash Flows

For the three and nine months ended September 30, 2026 and 2025

(Unaudited – In thousands of United States dollars)

 

 

      Three months ended
September 30,
   Nine months ended
September 30,
 
   Note  2026   2025   2026   2025 
                    
Cash (used in) / provided by:                       
Operations                       
Net loss for the period     $(5,069)  $(12,229)  $(13,554)  $(32,941)
Adjustments for:                       
Finance cost  13   1,684    1,090    4,392    4,645 
Finance income      (406)   (550)   (973)   (884)
Foreign exchange      222    (390)   (1,481)   (2,398)
Share-based compensation  12   1,575    901    4,684    2,981 
Depreciation      42    182    86    577 
Warintza royalty sale  8   –    –    –    188 
Reclamation provision      –    189    –    441 
Income tax      –    –    (554)   – 
Other      –    57    –    51 
Net changes in working capital items:                       
Prepaids and other      (253)   (123)   (617)   (80)
Supplies inventory      (22)   –    (34)   – 
Accounts payable and accrued liabilities      154    (928)   (2,117)   (6,942)
Reclamation provision settlement      (16)   (103)   (113)   (104)
Deferred Revenue  8   –    –    50,000    90,000 
Other long-term liability      33    30    93    38 
       (2,056)   (11,874)   39,812    55,572 
                        
Financing                       
Other finance costs paid      (8)   –    (21)   – 
Proceeds from private placements of common shares      –    –    –    244 
Proceeds from exercise of stock options      –    –    –    462 
Interest expense related to loan payable  8   –    –    –    (7,257)
Loan drawdown  8   –    –    –    15,000 
Loan repayment  8   –    –    –    (60,000)
Payment of lease liability      (52)   (64)   (164)   (186)
       (60)   (64)   (185)   (51,737)
                        
Investing                       
Restricted cash withdrawal  5   8    –    258    – 
Finance income received      406    533    973    882 
Capital expenditure on property, plant and equipment      (299)   (462)   (810)   (1,819)
Capital expenditure on exploration and evaluation assets      (10,046)   –    (23,356)   – 
       (9,931)   71    (22,935)   (937)
                        
Effect of exchange rate changes on cash and cash equivalents      77    (43)   142    501 
                        
Increase in cash and cash equivalents      (11,970)   (11,910)   16,834    3,399 
Cash and cash equivalents, beginning of period      54,014    47,047    25,210    31,738 
                        
Cash and cash equivalents, end of period     $42,044   $35,137   $42,044   $35,137 

 

Supplemental cash flow information (Note 18)

 

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

 

Page 3 of 16

 

 

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Changes in Equity

For the nine months ended September 30, 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    244,452    1,520    (1,520)   –    (1,520)   –    –    – 
Share-based compensation   9    –    –    5,741    –    5,741    –    –    5,741 
Net loss and comprehensive loss        –    –    –    3,458    3,458    (13,491)   (63)   (10,096)
Balance, September 30, 2026        167,141,388   $253,928   $19,807   $3,441   $23,248   $(338,301)  $7,789   $(53,336)
                                              
Balance, December 31, 2024        163,234,932   $244,718   $18,546   $2,118   $20,664   $(282,583)  $7,914   $(9,287)
Private placement equity financing, net of share issue costs   9    83,333    244    –    –    –    –    –    244 
Shares issued on exercise of stock options
   9    2,467,098    1,667    (1,203)   –    (1,203)   –    –    464 
Share-based compensation   9              2,981         2,981              2,981 
Net loss and comprehensive loss        –    –    –    (1,560)   (1,560)   (32,892)   (49)   (34,501)
Balance, September 30, 2025        165,785,363   $246,629   $20,324   $558   $20,882   $(315,475)  $7,865   $(40,099)

 

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

 

Page 4 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

1.Nature of operations AND GOING CONCERN

 

Notes to the Condensed Consolidated Interim Financial Statements

 

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 Company published the results of a pre-feasibility study (“PFS”) for the Warintza project. The Company has not yet determined whether its 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 and project financing to fund its business activities, including planned corporate expenditures, exploration expenses, and 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 issuance of common shares and broader project financing initiatives 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.

 

As at September 30, 2026, the Company had cash and cash equivalents of $42,044. 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 royalty agreement (the “Royalty Agreement”) (collectively, the “Financing Agreements”). Royal Gold has paid Solaris 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 and $10,000 allocated to the Royalty 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, received on April 14, 2026 and allocated to the Stream as per the contract; 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, received on November 6, 2026 (Note 19) and allocated to the Stream as per the contract.

 

Based on its current forecasted expenditures, the Company requires additional financing 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 carrying values of assets and liabilities, expenses, and financial position classifications that would be necessary if the going concern assumption were not appropriate. These adjustments could be material. Refer to Note 8 for details on the Stream Agreement.

 

Page 5 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 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 performance 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 November 12, 2026.

 

3.Prepaids and other

 

   Note  September 30,
2026
    December 31,
2025
 
Prepaid expenses and deposits      $847    $519 
Taxes recoverable      39     40 
Amounts receivable and other      323     36 
      $1,209    $595 

 

4.Exploration and evaluation assets

 

   Note  September 30,
2026
    December 31,
2025
 
La Verde (Mexico)  a)  $19,741    $19,741 
Warintza (Ecuador)  b)   33,813     6,291 
ENAMI Concessions (Ecuador)  c)   500     250 
      $54,054    $26,282 

 

The Company’s additions to the Warintza asset in the nine months ended September 30, 2026 are provided below (twelve months to December 31, 2025: $6,103).

 

   September 30,
2026
   December 31,
2025
 
Opening  $6,291   $188 
Exploration and evaluation expenditures   24,427    5,772 
Capitalized share-based compensation   1,057    120 
Capitalized depreciation of property, plant and equipment   1,082    331 
Changes to reclamation provision   956    68 
Reduction on sale of royalty   -    (188)
Closing  $33,813   $6,291 

 

Page 6 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

  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. 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 party’s 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.

 

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 0.3375% net smelter return royalty covering a total of 18,600 hectares.

 

c)ENAMI Concessions

 

(i)ENAMI 1

 

Solaris has entered into an option agreement to acquire up to a 100% interest in 10 new exploration concessions (“Solaris 1”) 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 entered into a second option agreement with ENAMI EP to acquire up to a 100% interest in new exploration areas (“Solaris 2”) including an upfront payment of $250. 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) a proposed minimum exploration program of $25,000 over the four-year exploration phase; (ii) up to $1,750 subject to the achievement of certain milestones and (iii) 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.

 

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 an 88,900 hectare lead, zinc and silver property.

 

Page 7 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

5.Reclamation provision

 

   September 30,
2026
   December 31,
2025
 
Balance, start of period  $4,227   $3,765 
Additions   1,216    535 
Accretion   53    44 
Settlement   (113)   (125)
Change in estimate   (148)   8 
Balance, end of period  $5,235   $4,227 

 

The reclamation provision represents the estimated costs for restoration and rehabilitation for environmental disturbances at Warintza, estimated to be incurred from 2027. The total undiscounted and uninflated estimated cash flows required to settle these obligations as at September 30, 2026 are $5,385 (December 31, 2025 – $4,322), which have been inflated at an average rate of 2.83% per annum (December 31, 2025 – 2.43%) and discounted at an average rate of 4.54% (December 31, 2025 – 3.55%).

 

Restricted cash of $563 (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 period represents a guarantee paid to ENAMI EP relating to the expansion of the Warintza district (Note 4).

 

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   276    41    493    –    810 
Transfers   8    (8)   –    –    – 
Disposals   –    –    –    –    – 
As at September 30, 2026  $6,915   $523   $1,528   $1,200   $10,166 
                          
Accumulated depreciation                         
As at December 31, 2024  $1,842   $–   $618   $552   $3,012 
Depreciation   1,049    –    143    238    1,430 
Disposals   –    –    –    (50)   (50)
As at December 31, 2025  $2,891   $–   $761   $740   $4,392 
Depreciation   872    –    167    129    1,168 
Disposals   –    –    –    –    – 
As at September 30, 2026  $3,763   $–   $928   $869   $5,560 
                          
Net book value                         
As at December 31, 2025  $3,740   $490   $274   $460   $4,964 
As at September 30, 2026  $3,152   $523   $600   $331   $4,606 

 

Page 8 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

7.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

   September 30,
2026
    December 31,
2025
 
Trade payables  $2,179    $2,188 
Employee liabilities   614     735 
Accrued liabilities   3,891     4,698 
Other   171     154 
Balance, end of period  $6,855    $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, to provide up to approximately $80,000 in aggregate funding for the advancement of the Warintza project in Ecuador. The financing package is comprised of a $60,000 Senior Loan, 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. A final advance of $15,000 was received on May 14, 2025.

 

   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 bear 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 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 accrue it to the principal amount of the Senior Loan and pay it upon maturity. The interest until repayment was accrued to the principal amount of the Senior Loan Facility.

 

On May 21, 2025, the Company entered into a financing agreement with Royal Gold, which provided the funding required to repay the senior loan facility, as outlined in (c) below.

 

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.

 

Page 9 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

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 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 and a Royalty.

 

Royal Gold has paid 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 and $10,000 allocated to the Royalty 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, received on April 14, 2026 and allocated to the Stream as per the contract; 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, received on November 6, 2026 (Note 19) and allocated to the Stream as per the contract.

 

Under the terms of the Stream, 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, 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, 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; or eight years following the closing date.

 

The Company’s obligations under the Stream 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 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 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 and related documents are guaranteed 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, (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 are to guarantee and/or secure the obligations under the Royalty.

 

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.

 

Page 10 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

Deferred revenue consists of: 1) initial Stream Upfront Payment received by the Company for future delivery of gold under the terms of the Stream, and 2) a significant financing component of the Stream 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. The interest rate of 4.6% is determined based on the effective rate in the expected deliveries against the deferred revenue.

 

   September 30,
2026
    December 31,
2025
 
Balance, start of period  $93,674    $- 
Advances   50,000     90,000 
Interest expense   4,309     2,562 
Foreign exchange   (4,802)    1,112 
Balance, end of period  $143,181    $93,674 

 

9.Share capital

 

a)Common shares

 

Authorized: Unlimited common shares, with no par value

 

Issued and fully paid: 167,141,388 (December 31, 2025 – 166,896,936)

 

b)Share purchase options

 

For the three and nine months ended September 30, 2026, the Company recognized a share-based compensation expense included in general and administrative expenditures of $1,575 and $4,684, respectively (three and nine months ended September 30, 2025 – $901 and $2,981, respectively) and capitalised in exploration and evaluation assets of $348 and $1,057 respectively (2025 - $nil). The following table shows the change in the shares issuable for Arrangement options and Solaris options during the nine months ended September 30, 2026 and 2025:

 

For the nine months ended September 30,  2026    2025 
Balance, start of period   11,307,500     14,165,000 
Exercised   (506,250)    (2,467,098)
Forfeited/expired   (417,500)    (881,652)
Balance, end of period   10,383,750     10,816,250 

 

The weighted average exercise price per share of options exercised and forfeited during the nine months ended September 30, 2026 was C$6.65 and C$7.31, respectively. The weighted average exercise price per share of options exercised and forfeited during the nine months ended September 30, 2025 was C$0.83 and C$5.06, respectively. During the reporting period, option holders exercised a total of 506,250 stock options on a net-settlement (cashless) basis provided for under the Company’s share plan rules resulting in the issuance of 244,452 shares.

 

Page 11 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

Solaris options

 

The following is a summary of the Company’s outstanding and exercisable options as at September 30, 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    100,000    0.86    100,000    0.86 
February 24, 2023  $5.94    2,317,500    1.40    1,886,250    1.40 
February 23, 2024  $3.79    900,000    2.40    650,000    2.40 
September 18, 2024  $3.30    1,965,000    2.97    1,107,500    2.97 
October 4, 2024  $3.32    236,250    3.01    56,250    3.01 
November 19, 2024  $3.44    1,300,000    3.14    633,333    3.14 
December 13, 2024  $4.56    100,000    3.21    25,000    3.21 
December 20, 2024  $4.56    300,000    3.22    75,000    3.22 
December 27, 2024  $5.00    260,000    3.24    –    – 
December 10, 2025  $10.58    2,905,000    4.20    –    – 
   $6.13    10,383,750    2.93    4,533,333    2.22 

 

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. The holder of the Arrangement RSUs acquires one-tenth of a Solaris share upon vesting. During the nine months ended September 30, 2026 and 2025, there were no RSUs redeemed under the provision of the Company’s RSU plan and as of September 30, 2026, 260,836 RSUs and pRSUs are outstanding with 26,085 Solaris shares issuable.

 

10.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:

 

   September 30,
2026
   December 31,
2025
 
Mexico  $19,745   $19,747 
Ecuador   38,972    11,723 
Chile   5    6 
Peru   66    480 
Canada   435    111 
   $59,223   $32,067 

 

Information about the Company’s exploration expenditures by jurisdiction is detailed in Note 11.

 

Page 12 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

11.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 capitalized (Note 4).

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2026   2025   2026   2025 
Salaries, studies, geological consultants and support, and travel  $391   $3,568   $1,259   $12,569 
Site preparation, supplies, field and general   223    2,277    914    6,844 
Drilling and drilling related costs   –    496    –    1,537 
Assay and analysis   –    280    –    867 
Community relations, environmental and permitting   20    2,235    43    7,059 
Concession fees   72    271    451    771 
Reclamation provision   –    190    –    441 
Depreciation   42    184    86    580 
   $748   $9,501   $2,753   $30,668 

 

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

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2026   2025   2026   2025 
Ecuador  $38   $8,226   $264   $26,200 
Chile   61    45    114    81 
Mexico   103    33    484    129 
Peru1   546    1,197    1,891    4,258 
   $748   $9,501   $2,753   $30,668 

 

1For the three and nine months ended September 30, 2025 exploration expenditure in Peru includes costs for shared technical services, performed in Lima.

 

Page 13 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

12.General and administrative expenditures

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2026   2025   2026   2025 
Share-based compensation  $1,575   $901   $4,684   $2,981 
Salaries and benefits   557    478    1,700    1,163 
Office and other   290    353    729    986 
Filing and regulatory fees   55    74    263    286 
Professional fees   269    403    1,260    4,417 
Marketing and travel   75    41    227    200 
   $2,821   $2,250   $8,863   $10,033 

 

13.FINANCE COST

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2026   2025   2026   2025 
Interest expense – deferred revenue  $1,654   $1,044   $4,309   $1,506 
Interest expense – loans and borrowings   -    -    -    3,020 
Other   30    47    83    119 
   $1,684   $1,091   $4,392   $4,645 

 

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, restricted cash and 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 $42,969 represents the maximum exposure to credit risk.

 

Page 14 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

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 September 30, 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  $6,855   $–   $–   $–   $6,855 
Lease liabilities   170    223    –    –    393 
Other long-term liabilities   –    –    –    369    369 
Capitalized exploration expenses and other   1,083    –    –    –    1,083 
   $8,108   $223        $369   $8,700 

 

c)Foreign currency risk

 

The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. At September 30, 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 September 30, 2026, cash of $ 38,511 (December 31, 2025 – $19,257), and accounts payable and accrued liabilities of $443 (December 31, 2025 - $88) are denominated in the US dollar. For the nine months ended September 30, 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 $1,964 (nine months ended September 30, 2025 – $1,385).

 

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.

 

15.Fair value measurements

 

The carrying values of cash and cash equivalents, 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 comprise the Company’s Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Directors.

 

Key management compensation for the three and nine months ended September 30, 2026 and 2025 is comprised of the following:

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2026   2025   2026   2025 
Share-based compensation  $1,254   $458   $3,789   $1,399 
Salaries and benefits   353    333    1,071    975 
   $1,607   $791   $4,860   $2,374 

 

Page 15 of 16

 

 

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2026 and 2025

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

 

 

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 and nine months ended September 30, 2026 and 2025:

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2026   2025   2026   2025 
Office and other   –    –    –    104 
   $–   $–   $–   $104 

 

17.COMMITMENTS

 

The Company is committed to payments related to exploration assets for community agreements related to the Warintza project of $287 in 2026 and $796 in 2027.

 

18.Supplemental cash flow information

 

For the nine months ended September 30,  2026   2025 
Non-cash items:          
Unrealized foreign exchange on working capital items  $(10)  $– 
Capitalized movements on accounts payable and accrued liabilities  $1,209   $– 
Capitalized movements on reclamation obligation  $1,068   $– 
Capitalized depreciation  $1,082   $– 
Capitalized share-based compensation  $1,057   $– 
Right of use asset acquired  $-   $126 

 

Accrued interest expense of $2,367 was paid on May 21, 2025, along with the repayment of the senior loan facility.

 

19.SuBSEQUENT EVENT

 

On November 9, 2026 the Company announced it had received the $50,000 third tranche under its $200,000 financing agreement with Royal Gold.

 

Page 16 of 16

 

Exhibit 99.2

 

 

 

 

 

 

 

 

Solaris Resources Inc.

 

Management’s Discussion and Analysis

 

For the three and nine months ended September 30, 2026 and 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 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 and nine months ended September 30, 2026, with comparative information for the three and nine months ended September 30, 2025. This MD&A is dated November 12, 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 and nine months ended September 30, 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 Pre-Feasibility Study (“PFS”); the completion of the Feasability Study; the expected benefits of the Environmental Impact Assessment (“EIA”) technical approval 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 expected benefits of 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’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 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 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 (as defined below); 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 National Instrument 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 (“Warintza”) 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.

 

Page 2 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

The following activities and developments were achieved during the quarter:

 

●On September 10, 2026, Solaris published the press release entitled Communities Finalise Life Plans Alongside Renewed Shuar Agreements as Warintza Continues to Advance De-Risking Activities. Solaris announced the renewal of its cooperation agreements with the Interprovincial Federation of Shuar Centers and the Pueblo Shuar Arutam Organization. The Warints and Yawi communities also finalized their respective Community Life Plans, subject to customary community approval. The Company further reported continued progress across permitting, technical studies and project de-risking activities, including technical drilling, geotechnical and hydrogeological investigations, laboratory testing and road maintenance supporting reliable year-round access.

 

Subsequent to quarter-end:

 

●On November 9, 2026, Solaris announced that it had received the third 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, that further strengthens the Company’s balance sheet and provides additional financial flexibility to advance key development activities at Warintza.

 

OUTLOOK

 

Solaris will continue to advance the de-risking activities required to support the development of Warintza. The Project will advance through the remaining stages of Ecuador’s environmental licensing and development approval process, including the Government-led FPIC process.

 

The Company will continue technical drilling and advance the Feasibility Study and associated technical workstreams, including mine and infrastructure design, tailings and water-management solutions, geotechnical and hydrogeological studies, and further refinement of capital and operating cost estimates.

 

Solaris will also continue work to unlock value across its broader 100%-owned land package of more than 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).

 

The property includes nine metallic mineral concessions covering 26,773 hectares.

 

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 demonstrates 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 the Interprovincial Federation of Shuar Centers (“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 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

Further to the above, on September 11, 2025, and subsequently renewed in September 2026, the Company announced the signing of a landmark agreement with the Pueblo Shuar Arutam organization (“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 0.30% 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. The NSR 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; or eight years following the closing date.

 

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, utilizing underground mining methods.

 

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

 

Page 4 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

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 party’s 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, 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 (“Solaris 1”), 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.

 

Fieldwork at the new ENAMI EP exploration concessions has 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.

 

On January 28, 2026, Solaris entered into a second option agreement with ENAMI EP to acquire up to a 100% interest in new exploration areas (“Solaris 2”) including an upfront payment of $250. 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) a proposed minimum exploration program of $25,000 over the four-year exploration phase; (ii) up to $1,750 subject to the achievement of certain milestones and (iii) 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 an 88,900-hectare lead, zinc and silver property. Solaris has obtained surface access agreements with local landholders and communities and is in the process of permitting exploration programs at both Capricho and Paco Orco.

 

Page 5 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

Exploration expenditures

 

Exploration expenditures consist of both costs that are capitalized 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 September 30, 2026

 

   Ecuador   Mexico   Chile   Peru –
Warintza1
   Peru –
Capricho &
Paco Orco
   Total 
Capitalized exploration and evaluation expenses  $10,895   $–   $–   $656   $–   $11,551 
Expensed exploration and evaluation expenses   38    103    61    -    546    748 
   $10,933   $103   $61   $656   $546   $12,299 

 

For the three months ended September 30, 2025

 

   Ecuador2   Mexico   Chile   Peru –
Warintza1
   Peru –
Capricho &
Paco Orco
   Total 
Capitalized exploration and evaluation expenses  $(188)  $–   $–   $–   $–   $(188)
Expensed exploration and evaluation expenses   8,226    33    45    1,066    131    9,501 
   $8,038   $33   $45   $1,066   $131   $9,313 

 

For the nine months ended September 30, 2026

 

   Ecuador   Mexico   Chile   Peru –
Warintza1
   Peru –
Capricho &
Paco Orco
   Total 
Capitalized exploration and evaluation expenses  $25,767   $–   $–   $2,005   $–   $27,772 
Expensed exploration and evaluation expenses   264    484    114    –    1,891    2,753 
   $26,031   $484   $114   $2,005   $1,891   $30,525 

 

Page 6 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

For the nine months ended September 30, 2025

 

   Ecuador2   Mexico   Chile   Peru –
Warintza1
   Peru –
Capricho &
Paco Orco
   Total 
Capitalized exploration and evaluation expenses  $(188)  $–   $–   $–   $–   $(188)
Expensed exploration and evaluation expenses   26,200    129    81    3,955    303    30,668 
   $26,012   $129   $81   $3,955   $303   $30,480 

 

1Peru – Warintza expenditure includes costs for shared technical services, performed in Lima.
2The $188 reduction in asset value following the sale of royalty interest is not included in Ecuador exploration expenses for the three and nine months ended September 30, 2025.

 

The increase in capitalized expenditures to $11,551 and $27,772 for the three and nine months ended September 30, 2026 from $(188) for the three and nine months ended September 30, 2025 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 $748 and $2,753 for the three and nine months ended September 30, 2026 from $9,501 and $30,668 for the three and nine months ended September 30, 2025 is due to the capitalising of costs for the Warintza project following the completion of the PFS.

 

(b) Non-GAAP Financial Measure: Total exploration expenditure

 

Total exploration expenditure (defined as the sum of capitalized and expensed exploration and evaluation costs) is a non-GAAP financial measure and does not have a standardized 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 summarize total exploration expenditure (defined as the sum of capitalized and expensed exploration and evaluation costs) by activity and jurisdiction.

 

Page 7 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

For the three months ended September 30, 2026

 

   Ecuador   Mexico   Chile   Peru –
Warintza1
   Peru –
Capricho &
Paco Orco
   Total 
Salaries, studies, geological consultants and support, and travel  $2,243   $40   $–   $472    329   $3,084 
Site preparation, supplies, field and general   3,585    30    20    178    170    3,983 
Drilling and drilling related costs   2,504    –    –    –    –    2,504 
Assay and analysis   –    –    –    –    –    – 
Community relations, environmental and permitting   1,631    –    –    –    11    1,642 
Concession fees   -    33    39    –    –    72 
Reclamation provision   589    –    –    –    –    589 
Amortization   381    –    2    6    36    425 
   $10,933   $103   $61   $656    546   $12,299 

 

For the three months ended September 30, 2025

 

   Ecuador2   Mexico   Chile   Peru – Warintza1   Peru –
Capricho &
Paco Orco
   Total 
Salaries, studies, geological consultants and support, and travel  $2,533   $–   $–   $918    117   $3,568 
Site preparation, supplies, field and general   2,121    2    11    129    14    2,277 
Drilling and drilling related costs   496    –    –    –    –    496 
Assay and analysis   280    –    –    –    –    280 
Community relations, environmental and permitting   2,230    –    –    5    –    2,235 
Concession fees   206    31    34    –    –    271 
Reclamation provision   190    –    –    -    –    190 
Amortization   170    –    –    14    –    184 
   $8,226   $33   $45   $1,066    131   $9,501 

 

For the nine months ended September 30, 2026

 

   Ecuador   Mexico   Chile   Peru –
Warintza1
   Peru –
Capricho &
Paco Orco
   Total 
Salaries, studies, geological consultants and support, and travel  $6,075   $327   $–   $1,573    824   $8,799 
Site preparation, supplies, field and general   8,713    90    63    420    631    9,917 
Drilling and drilling related costs   3,731    –    –    –    –    3,731 
Assay and analysis   272    –    –    –    –    272 
Community relations, environmental and permitting   4,518    –    –    –    20    4,538 
Concession fees   693    65    49    –    337    1,144 
Reclamation provision   956    –    –    –    –    956 
Amortization   1,073    2    2    12    79    1,168 
   $26,031   $484   $114   $2,005    1,891   $30,525 

 

Page 8 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

For the nine months ended September 30, 2025

 

   Ecuador2   Mexico   Chile   Peru –
Warintza1
   Peru –
Capricho &
Paco Orco
   Total 
Salaries, studies, geological consultants and support, and travel  $8,722   $–   $–   $3,564    283   $12,569 
Site preparation, supplies, field and general   6,468    68    47    254    7    6,844 
Drilling and drilling related costs   1,537    –    –    –    –    1,537 
Assay and analysis   867    –    –    –    –    867 
Community relations, environmental and permitting   7,001    –    –    53    5    7,059 
Concession fees   636    59    34    38    4    771 
Reclamation provision   441    –    –    –    –    441 
Amortization   528    2    –    46    4    580 
   $26,200   $129   $81   $3,955    303   $30,668 

 

1Peru – Warintza expenditure includes costs for shared technical services, performed in Lima.
2Ecuador exploration expenses for the three and nine months ended September 30, 2025, do not include the $188 reduction in asset value following the sale of royalty interest.

 

The increase in total exploration expenditure to $12,299 for the three months ended September 30, 2026, from $9,501 for the three months ended September 30, 2025, was primarily due to a ramp up in drilling activity at Warintza.

 

Total exploration expenditure of $30,525 for the nine months ended September 30, 2026 was broadly in line with $30,668 for the nine months ended September 30, 2025.

 

Salaries, studies, geological consulting and support, and travel costs were lower in Ecuador for the three and nine months ended September 30, 2026, compared to the same periods in 2025. This was mainly due to the decrease in geological consultants’ costs related to technical studies associated with the completion of the PFS in 2025.

 

The increase in site preparation, supplies, field and general costs is commensurate with the ramp up in drilling activities in the three and nine months ended September 30, 2026 with additional drilling platforms, civil works and site infrastructure, as well as an increase in supplies and materials consumed at the Warintza Project.

 

Drilling and drilling-related costs at Warintza increased for the three and nine months ended September 30, 2026, compared to 2025, due to the Company having conducted an increased volume of drilling activities in the quarter. This resulted in an increase in associated costs principally related to fuel and helicopter costs.

 

Page 9 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

Community relations, environmental and permitting costs decreased in the three and nine months ended September 30, 2026 compared to the same periods in 2025, due to the costs in the prior quarters 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 and nine months ended September 30, 2026, the reclamation provision expense was higher than the prior year due to the increase in drilling activity with an associated increase in environmental disturbances.

 

Loss from Operations

 

Three and Nine Months Ended September 30, 2026 Compared to the Three and Nine Months Ended September 30, 2025

 

The Company incurred exploration expenses of $748 and $2,753 for the three months and nine months ended September 30, 2026 (three and nine months ended September 30, 2025 – $9,501 and $30,668 respectively). 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 $2,821 and $8,863 for the three months and nine months ended September 30, 2026 (three and nine months ended September 30, 2025 – $2,250 and $10,033 respectively). The increase for the three-month period was primarily attributable to higher share-based payment charges. The decrease for the nine-month period primarily reflected lower professional fees, as the corresponding period in 2025 included fees incurred in connection with the Royal Gold funding package.

 

Summary of Quarterly Financial Information

 

The Company’s quarterly financial statements are reported under IFRS issued by the IASB, 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
Q3
   2026
Q2
   2026
Q1
   2025
Q4
 
Exploration and evaluation assets  $54,054   $42,503   $32,721   $26,282 
Exploration expenses   748    1,195    810    4,677 
General and administration expenses   2,821    2,712    3,330    2,910 
Net loss   5,069    3,506    4,979    9,348 
Comprehensive loss   4,967    1,721    3,408    9,921 
Net loss attributable to Solaris shareholders   5,043    3,492    4,956    9,335 
Net loss per share – basic and diluted  $0.03   $0.02   $0.03   $0.06 

 

 

Page 10 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

   2025
Q3
   2025
Q2
   2025
Q1
   2024
Q4
 
Exploration and evaluation assets  $19,991   $19,991   $20,179   $20,179 
Gain on sale of royalty interest   –    (9,812)   –    – 
Exploration expenses   9,501    8,850    12,317    19,271 
General and administration expenses   2,250    5,566    2,217    4,033 
Net loss   12,229    5,338    15,374    25,881 
Comprehensive loss   11,538    7,856    15,109    25,491 
Net loss attributable to Solaris shareholders   12,216    5,322    15,354    25,868 
Net loss per share – basic and diluted  $0.07    0.03    0.10    0.16 

 

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 nine months ended September 30, 2026 were lower than the nine months ended September 30, 2025, due to the capitalising of costs for the Warintza Project following the completion of the PFS.

 

Liquidity and Capital Resources

 

   September 30,
2026
   December 31,
2025
 
Cash and cash equivalents  $42,044   $25,210 
Prepaids and other   1,209    595 
Supplies inventory   190    156 
Accounts payable and accrued liabilities   6,855    7,775 
Tax liability   -    568 
Lease liability – current   153    57 
Total current assets   43,443    25,961 
Total current liabilities  $7,008   $8,400 

 

Cash used in operating activities during the three months ended September 30, 2026 was $2,056 (September 30, 2025 – $11,874), and was attributable to general and administration costs and exploration and evaluation expenses on Solaris’ assets in Peru and Mexico. Cash generated from operating activities during the nine months ended September 30, 2026 was $39,812, (September 30, 2025 – $55,572), primarily due to receipt of the second tranche of Royal Gold funding.

 

Cash outflow from financing activities during the three and nine months ended September 30, 2026 was $60 and $185, respectively (September 30, 2025 – $64 and $51,737, respectively). The cash outflow in the period is primarily due to finance lease settlements.

 

Cash outflow from investing activities during the three and nine months ended September 30, 2026 was $9,931 and $22,935, respectively (September 30, 2025 – $71 (inflow) and $937, respectively) and was primarily due 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 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 11 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

As at September 30, 2026, the Company had cash and cash equivalents of $42,044. 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 has paid 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, allocated to the Stream Agreement (received April 2026); 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, received on November 6, 2026 (see Note 19 of the condensed consolidated interim financial Statements) and 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. As a result, material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern.

 

Commitments and Contingencies

 

At September 30, 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   6,855    –    –    –    6,855 
Lease liabilities   170    223    –    –    393 
Other long-term liabilities   –    –    –    369    369 
Capitalized exploration expenses and other   1,083    –    –    –    1,083 
    8,108    223         369    8,700 

 

Share Capital Information

 

As at November 12, 2026, the Company had the following securities issued and outstanding:

 

●167,141,388 common shares

 

●10,383,750 shares issuable pursuant to exercise of stock options

 

●26,085 shares issuable pursuant to redemption of restricted share units1

 

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

 

Page 12 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

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 comprise the Company’s Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Directors.

 

Key management compensation for the three and nine months ended September 30, 2026 and 2025 is comprised of the following:

 

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2026   2025   2026   2025 
Share-based compensation  $1,254   $458   $3,789   $1,399 
Salaries and benefits   353    333    1,071    975 
  $1,607   $791   $4,860   $2,374 

 

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 and nine months ended September 30, 2026 and 2025:

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2026   2025   2026   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.

 

Page 13 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

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 and 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.

 

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.

 

d)Going concern evaluation

 

As discussed in Note 1 of the condensed consolidated interim financial statements, the condensed consolidated interim financial statements have been prepared under the assumptions applicable to a going concern. If the going concern assumption were not appropriate for the 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. The Company must determine whether sufficient financing will be obtained in the near term.

 

Page 14 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

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.

 

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, restricted cash and 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 $42,969 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 September 30, 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 September 30, 2026, cash of $ 38,511 (December 31, 2025 – $19,257), and accounts payable and accrued liabilities of $443 (December 31, 2025 - $88) are denominated in the US dollar. For the nine months ended September 30, 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 $1,964 (nine months ended September 30, 2025 – $1,385).

 

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.

 

c)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 (discussed in Note 1 of the condensed consolidated interim financial statements). As at September 30, 2026, the Company had cash and cash equivalents of $42,044.

 

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 September 30, 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.

 

Page 15 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

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 internal control over financial reporting ("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.

 

For the three months ended September 30, 2026, the DC&P have 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 and remediation process as described below, management could not conclude that the Company’s DC&P and ICFR were operating effectively as of September 30, 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 September 30, 2026, management continued implementation of the remediation plan designed to address the previously identified material weakness. Progress during the quarter included further enhancement of key financial reporting controls, continued refinement of process documentation, Risk and Control Matrices (RACMs), governance arrangements and preparations for SOX Section 404 compliance.

 

Page 16 of 17

 

Solaris Resources Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2026 and 2025

(Expressed in thousands of United States dollars, unless otherwise noted)

 

 

While significant progress towards the remediation of the material weakness noted above has been made, management has concluded that the material weakness was not fully remediated as of September 30, 2026. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. No additional material weaknesses were identified during the quarter.

 

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 have materially affected, or is reasonably likely to materially affect, ICFR. No material changes were made to internal controls in the three months ended September 30, 2026.

 

Qualified Person

 

The technical information contained in this document related to the PFS and MRE was based upon the Technical Report entitled “Warintza Project – Pre-Feasibility Study and Updated Mineral Resource Estimate” with an effective date of November 1, 2025, prepared under the supervision of 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 is a “Qualified Person” as defined in NI 43-101. The corresponding Technical Report disclosing the PFS and MRE in accordance with NI 43-101 is available on the Company’s website and on SEDAR+ under the Company’s profile at www.sedarplus.ca and on EDGAR at www.sec.gov. The remaining technical information contained in this document has been reviewed and approved by Jorge Fierro, M.Sc., DIC, PG, an independent consultant who is a “Qualified Person” as defined in NI 43-101. Jorge Fierro is a Registered Professional Geologist through the SME (registered member #4279075). 

 

Page 17 of 17

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 September 30, 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 July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 12, 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 September 30, 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 July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 12, 2026  
   
/s/ Richard Hughes  
Richard Hughes  
Chief Financial Officer  

 

Filing Exhibits & Attachments

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