![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Solaris Resources Inc | AMEX:SLSR | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.02 | 0.72% | 2.79 | 2.85 | 2.71 | 2.82 | 60,263 | 01:00:00 |
SOLARIS RESOURCES INC.
|
(Name of Issuer)
|
Common Shares, no par value
|
(Title of Class of Securities)
|
83419D 20 1
|
(CUSIP Number)
|
Richard Warke
Suite 555, 999 Canada Place
Vancouver, British Columbia, Canada V6C 3E1
(604) 687-1717
Copy to:
Jason K. Brenkert
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, Colorado 80202-5549
(303) 629-3445
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
June 11, 2024
|
(Date of Event which Requires Filing of this Statement)
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Augusta Ozama Investment Limited Partnership
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO, WC
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
Not Applicable
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Canada
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
58,543,977
|
|||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
58,543,977
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
58,543,977
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
Not Applicable
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
36.2% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
Richard Warke
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
PF, OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
Not Applicable
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Canada
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
61,672,522 (2)
|
|||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
61,672,522 (2)
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
61,672,522 (2)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
Not Applicable
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
37.5% (3)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
a. |
Title and Class of Securities:
|
b. |
Name of Issuer:
|
c. |
Address of Issuer’s Principal Executive Offices:
|
a. |
Name of Reporting Persons:
|
(1)
|
Augusta Ozama Investment Limited Partnership
|
(2)
|
Richard Warke
|
b. |
Residence or Business Address
|
(1)
|
Suite 555, 999 Canada Place
|
(2)
|
Suite 555, 999 Canada Place
|
c. |
Occupation
|
(1)
|
Augusta Ozama Investment Limited Partnership is a Canadian limited partnership formed for investment purposes.
|
(2)
|
Richard Warke is executive chairman of the Issuer.
|
d. |
Convictions
|
e. |
Civil Judgments
|
f. |
Citizenship
|
(1)
|
Augusta Ozama Investment Limited Partnership is a Canadian limited partnership.
|
(2)
|
Richard Warke is a citizen of Canada
|
(1)
|
Augusta Ozama Investment Limited Partnership acquired the Common Shares pursuant to a reorganization transaction in accordance with section 97(2)
of the Income Tax Act (Canada) and subsequent warrant exercise.
|
(2)
|
Richard Warke acquired the Common Shares using personal funds. He acquired the Options (defined below) in consideration of his services as
executive chairman of the Issuer.
|
a.
|
The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
b.
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
|
c.
|
A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
|
d.
|
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
|
e.
|
Any material change in the present capitalization or dividend policy of the Issuer;
|
f.
|
Any other material change in the Issuer's business or corporate structure;
|
g.
|
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
|
h.
|
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association;
|
i.
|
A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|
j.
|
Any action similar to any of those enumerated above.
|
a.
|
(1) As of the date hereof, Augusta Ozama Investment Limited Partnership may
be deemed to beneficially own 58,543,977 Common Shares, representing approximately 36.2% of the Issuer’s Shares (on the basis of 161,848,241 outstanding common shares of the Issuer).
|
b.
|
(1) Number of shares as to which Augusta Ozama Investment Limited
Partnership has:
|
(i)
|
Sole power to vote or to direct the vote: 58,543,977
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
(iii)
|
Sole power to dispose or direct the disposition: 58,543,977
|
(iv)
|
Shared power to dispose or direct the disposition: 0
|
(v)
|
Aggregate amount of shares beneficially owned: 58,543,977
|
(vi)
|
Percent of class represented in Item (v) above: 36.2%
|
(i)
|
Sole power to vote or to direct the vote: 61,672,522
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
(iii)
|
Sole power to dispose or direct the disposition: 61,672,522
|
(iv)
|
Shared power to dispose or direct the disposition: 0
|
(v)
|
Aggregate amount of shares beneficially owned: 61,672,522
|
(vi)
|
Percent of class represented in Item (v) above: 37.5%
|
c.
|
On June 11, 2024 Richard Warke exercised 6,548 Options at C$1.20 per share. The options were granted August 3, 2018 and were fully vested. There have been no other transactions within the last sixty days.
|
d.
|
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Shares.
|
e.
|
Not applicable.
|
Exhibit 10.1 |
Solaris Resources Inc. Stock Option Plan effective June 20, 2018 as amended November 10, 2021
|
Exhibit 99.1 |
Joint Filing Agreement dated as of June 20, 2024 by and between Augusta Ozama Investment Limited Partnership and Richard Warke
|
AUGUSTA OZAMA INVESTMENT LIMITED PARTNERSHIP
|
||
By:
|
/s/ Richard Warke
|
|
Name: Richard Warke
|
||
Title: Director of Augusta Capital GP Inc., the General Partner of Augusta Ozama Investment Limited Partnership
|
/s/ Richard Warke
|
|
Name: Richard Warke
|
(a) |
“Affiliate” shall have the meaning ascribed to such term in the
policy manual of the Exchange;
|
(b) |
“Blackout Period” means a Company imposed period of time preventing
officers, directors, Consultants and employees from exercising options;
|
(c) |
“Board” means the Board of Directors of the Company;
|
(d) |
“Certificate” means a Stock Option Certificate in the form attached
as Appendix “A” hereto;
|
(e) |
“Change of Control” means the occurrence of any of the following
events:
|
(i) |
the direct or indirect acquisition or conversion of more than 50% of the issued and outstanding shares of the Company by a Person or group of Persons acting in concert,
other than through an employee share purchase plan or employee share ownership plan and other than by Persons who are or who are controlled by, the shareholders of the Company on the Effective Date;
|
(ii) |
a merger, amalgamation or arrangement of the Company or of the voting shares of the Company where the shareholders of the Company immediately prior to the consummation of
the transaction do not hold greater than 50% of the voting shares of the resulting merged, amalgamated or arranged company, as applicable, immediately following such consummation; or
|
(iii) |
a sale by the Company of greater than 50% of the fair market value of the assets of the Company, through one or a series of transactions, to an entity that is not
controlled by either the shareholders of the Company in the same proportions as immediately prior to the consummation of the transaction or by the Company;
|
(f) |
“Committee” means a committee of the Board appointed in accordance
with this Plan, or if no such committee is appointed, the Board itself;
|
(g) |
“Company” means Solaris Resources Inc.;
|
(h) |
“Consultant” means an individual or Consultant Company, other than
an employee, a director or an officer of the Company, that:
|
(i) |
is engaged to provide on a bona fide basis, consulting, technical, management or other services to the Company or an Affiliate, other than services provided in relation
to a distribution;
|
(ii) |
provides the services under a written contract between the Company or an Affiliate of the Company and the individual or the Consultant Company;
|
(iii) |
in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention to the affairs and business of the Company or an Affiliate; and
|
(iv) |
has a relationship with the Company or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Company;
|
(i) |
“Consultant Company” means for an individual Consultant, a company
or partnership of which the individual is an employee, shareholder or partner;
|
(j) |
“Date of Grant” means the date on which a grant of an Option is
effective;
|
(k) |
“Disability” means a medically determinable physical or mental
impairment expected to result in death or to last for a continuous period of not less than 12 months which causes an individual to be unable to engage in any substantial gainful activity, subject to the duty to accommodate if applicable;
|
(l) |
“Disposed Options” has the meaning given to that term under
Section 7.8;
|
(m) |
“employee” means an individual who is considered an employee of the
Company or any of its Subsidiaries under the Income Tax Act (Canada);
|
(n) |
“Effective Date” means the effective date of this Plan, which is
the date of its approval by the shareholders of the Company;
|
(o) |
“Exchange” means such stock exchange that the Shares of the Company
may be listed upon;
|
(p) |
“Guardian” means the guardian, if any, appointed for an Optionee;
|
(q) |
“Insider” has the meaning ascribed to it in the policy manual of
the Exchange;
|
(r) |
“Market Price” means an amount which is not less than the closing
market price for the Company’s Shares on the trading day prior to the date of grant of the Options; provided, however, that in the event that such Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the
fair market value of such Shares as determined by the Board in its sole discretion;
|
(s) |
“Net Settlement” has the meaning given to that term under
Section 7.8;
|
(t) |
“Notice of Net Settlement” means the notice of Net Settlement form
as set out in Appendix B;
|
(u) |
“Option” means an option to purchase Shares granted pursuant to the
terms of this Plan;
|
(v) |
“Option Price” means the exercise price per Share for an Option
which shall be expressed in Canadian funds;
|
(w) |
“Optionee” means a Person to whom an Option has been granted;
|
(x) |
“Person” means a natural person, company, government, or political
subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group
shall be deemed to be a Person;
|
(y) |
“Plan” means this stock option plan of the Company, as may be
amended from time to time;
|
(z) |
“Qualified Successor” means a Person who is entitled to ownership
of an Option or is the executor of an Optionee’s estate upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;
|
(aa) |
“Shares” means the common shares in the capital of the Company;
|
(bb) |
“Share Compensation Arrangement” means any stock option, stock
option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares, including a share purchase from treasury which is financially assisted by the Company by way of a
loan, guarantee or otherwise;
|
(cc) |
“Subsidiary” means any corporation or company of which outstanding
securities to which are attached more than 50% of the votes that may be cast to elect directors thereof are held (provided that such votes are sufficient to elect a majority of such directors), other than by way of security only, by or for the
benefit of the Company and/or for the benefit of any other corporation or company in like relation to the Company, and include any corporation or company in like relation to a Subsidiary;
|
(dd) |
“Term” means the period of time during which an Option may be
exercised; and
|
(ee) |
“Withholding Obligations” has the meaning given to that term under
Section 7.5.
|
(a) |
provide the Company with the advantages of the incentive inherent in share ownership on the part of employees, officers, directors, and Consultants responsible for the
continued success of the Company;
|
(b) |
to create in such Persons a proprietary interest in, and a greater concern for, the welfare and success of the Company;
|
(c) |
encourage such individuals to remain with the Company; and
|
(d) |
to attract and retain qualified employees, officers, directors and Consultants to the Company.
|
(a) |
administration of the Plan in accordance with its terms;
|
(b) |
determination of all questions arising in connection with the administration, interpretation, and application of the Plan, including all questions relating to the value
of the Shares;
|
(c) |
correction of any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to
carry out the purposes of the Plan;
|
(d) |
prescription, amendment and rescission of rules and regulations relating to the administration of the Plan;
|
(e) |
determination of the duration and purpose of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for
purposes of the Plan;
|
(f) |
do the following with respect to the granting of Options:
|
(i) |
determination of the employees, officers, directors or Consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan,
|
(ii) |
determination of the terms and provisions of the Option which shall be entered into with each Optionee (which need not be identical with the terms of any other Option),
|
(iii) |
determination of when Options shall be granted,
|
(iv) |
determination of the number of Shares subject to each Option; and
|
(g) |
make all other determinations necessary or advisable for administration of the Plan.
|
(a) |
the number of Shares issuable to Insiders, at any time, under the Plan, together with the aggregate number of Shares issuable to Insiders under any other Share
Compensation Arrangement, shall not exceed 10% of the Company’s total issued and outstanding share capital; and
|
(b) |
the number of Shares issued to Insiders under the Plan, together with the aggregate number of Shares issued to Insiders under any other Share Compensation Arrangement,
within a one year period shall not exceed 10% of the Company’s total issued and outstanding share capital.
|
(a) |
a Person can receive Option grants of no more than 5% of the issued and outstanding share capital of the Company in any 12 month period, with the exception of: (i) a
Consultant who may not receive Option grants of more than 2% of the issued and outstanding share capital of the Company in any 12 month period; and (ii) Persons retained by the Company to provide Investor Relations Activities who may not
receive Option grants of more than 2% of the issued and outstanding share capital of the Company in any 12 month period; and
|
(b) |
the number of Options issued to Insiders under the Plan, within a one year period shall not exceed 10% of the Company’s total issued and outstanding share capital.
|
(a) |
at the time of any grant under this Plan, all outstanding Options shall be treated as though they were Options granted under this Plan;
|
(b) |
any Shares in respect of which Options have terminated or expired without having been exercised may be made the subject of a further Option or Options under this Plan;
and
|
(c) |
the number of Shares in respect of which previously granted Options have been exercised shall not be deducted from the number of Shares which may be reserved for issuance
under this Plan in accordance with Section 5.1.
|
(a) |
the Date of Grant;
|
(b) |
subject to Section 9.1 the Term, provided that the length of the Term shall in no event be greater than ten years following the Date of Grant;
|
(c) |
the Option Price, provided that the Option Price shall not be less than the Market Price;
|
(d) |
any vesting schedule contained in the Certificate upon which the exercise of an Option is contingent; provided that, subject to compliance with the policies of the
Exchange, the Board or Committee shall have complete discretion with respect to the terms of any such vesting schedule, including, without limitation, discretion to:
|
(i) |
permit partial vesting in stated percentage amounts based on the Term of such Option; and
|
(ii) |
permit full vesting after a stated period of time has passed from the Date of Grant;
|
(e) |
if the Optionee in respect of an Option grant is an employee, a representation by the Company and the Optionee that the Optionee is a bona fide employee of the Company or
Subsidiary of the Company, consultant or management company employee; and
|
(f) |
such other terms and conditions as the Board or Committee deems advisable and are consistent with the purposes of this Plan.
|
(a) |
the termination date specified for such Option in the Certificate, conditional upon the termination date occurring during a Blackout Period or within two business days
after the end of a Blackout Period, in which case the termination date would be extended to the tenth (10th) business day after the end of such Blackout Period;
|
(b) |
where the Optionee’s position as an employee, Consultant, director or officer of the Company or any Affiliate is terminated for cause, the date of such termination for
cause, or such later date as required to comply with minimum standards legislation, if applicable;
|
(c) |
where the Optionee’s position as an employee, Consultant, officer or director of the Company or any Affiliate terminates for a reason other than the Optionee’s
Disability, death, or termination for cause, 30 days after such date of termination, provided that (i) other than as provided for in Sections 10.2 and 10.3, all unvested Options held by the Optionee shall be terminated immediately on the date
of termination and shall no longer be exercisable as of the date of termination and (ii) if an Optionee’s position with the Company changes from one of the said categories (the “Original Category”) to another category, such change shall constitute termination for the purpose of Section 9.1(c)(i) unless otherwise determined by the Board in its sole discretion. For greater
certainty, the date of termination is the last day the Optionee provided actual services to the Company, and in the case where an Optionee’s position with the Company changes from the Original Category to another category, the date of
termination is the last day the Optionee provided actual services to the Company in the Original Category, and does not include any period of additional notice at contract or common law, but shall include the statutory notice period where
required by minimum standards legislation, if applicable; and
|
(d) |
the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1
above.
|
(a) |
the Offer is not completed within the time specified therein; or
|
(b) |
all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror pursuant thereto;
|
(a) |
to make any amendment of a typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial
inconsistency, defective provision, mistake, or error or omission in this Plan;
|
(b) |
to change the provisions relating to the manner of exercise of Options, including changing or adding any form of financial assistance provided by the Company, or adding
or amending provisions relating to a cashless exercise of Options which provisions so added or amended provide for a full deduction of the underlying Shares from the maximum number reserved for issuance under this Plan;
|
(c) |
to change the terms, conditions and mechanics of grant, vesting, exercise and early expiry of Options, provided that no such change may extend the Term of Options granted
to Insiders (except as provided in Section 9.1);
|
(d) |
to change the provisions for termination of Options so long as the change does not permit the Company to grant an Option with a Term of more than 10 years or extend the
Term of an outstanding Option granted to an Insider (except as provided in Section 9.1);
|
(e) |
to change the class of participants eligible to participate under the Plan; and
|
(f) |
to make any addition to, deletion from or alteration of the provisions of this Plan that are necessary to comply with applicable law or the requirements of any regulatory
or governmental agency or applicable stock exchange and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of the Plan.
|
(a) |
reduce the exercise price of Options granted to Insiders, if the holder of such Options is an Insider of the Company at the time of such proposed amendment;
|
(b) |
modify the provisions of Section 4.2 or 4.3;
|
(c) |
extend the Term of Options granted to Insiders (except as provided in Section 9.1), if the holder of such Options is an Insider of the Company at the time of such
proposed amendment;
|
(d) |
increase the maximum number of Shares issuable under the Plan to exceed 10% of the issued Shares of the Company outstanding at the time of grant, determined in accordance
with Section 5; or
|
(e) |
modify the provisions of this Section 11.2;
|
Date of Grant:
|
•
|
Type of Grant:
|
Stock Option.
|
Number of Options:
|
•
|
Option Price:
|
$•per share.
|
Term of Option:
|
•.
|
Option Vesting Schedule:
|
•.
|
Re: |
Stock Option Certificate dated • granted to the undersigned by Solaris Resources Inc. (the “Stock Option Certificate”)
|
AUGUSTA OZAMA INVESTMENT LIMITED PARTNERSHIP
|
||
By:
|
/s/ Richard W. Warke
|
|
Name: Richard Warke
|
||
Title: Director of Augusta Capital GP Inc., the General Partner of Augusta Ozama Investment Limited Partnership
|
||
/s/ Richard Warke
|
|
Name: Richard Warke
|
1 Year Solaris Resources Chart |
1 Month Solaris Resources Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions