December 31, 2020 – Vancouver, B.C. – Solaris Resources Inc. (TSXV: SLS) (“Solaris” or the “Company”) is pleased to announce the closing of its previously announced non-brokered private placement of 15.5 million units (“Units”) at a price of C$5.20 per Unit for total gross proceeds of C$80.6 million (the “Private Placement”).
Each Unit is comprised of one common share of the Company (a “Common Share”) and one half of one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one Common Share for a period of two years at an exercise price of C$6.75.
The net proceeds from the Private Placement will be used to fund exploration activities, technical studies, community social relations programs and permitting at the Company’s projects and for general and working capital purposes. The Common Shares and Warrants issued under the Private Placement are subject to a statutory hold period that will expire on May 1, 2021.
The Private Placement was subscribed by the Company’s insiders and strategic partners including Richard Warke, Equinox Gold Corp., and trusts established by the Lundin family and other strategic investors.
Mr. Daniel Earle, President & CEO, commented, “We greatly appreciate the steadfast support of our largest shareholders who subscribed for the majority of this placement; namely, Richard Warke, our Executive Chairman, Equinox Gold, and trusts established by the Lundin Family. We are also delighted to welcome new global institutional investors to our shareholder base. The overwhelming interest in this financing was humbling, but we are now emboldened to accelerate and expand drilling within the Warintza porphyry cluster.”
The securities to be offered pursuant to the Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with the requirements of exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company paid a finder’s fee of C$1,014,000 in cash in connection with certain non-insider subscribers in the Private Placement to BMO Nesbitt Burns Inc., TD Securities Inc., Eight Capital, Canaccord Genuity Corp., Scotia Capital Inc., RBC Dominion Securities Inc., and Hannam & Partners.
Participation by insiders in the Private Placement is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Units issued to or the consideration paid by such persons will exceed 25% of the Company’s market capitalization.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in polices of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
On behalf of the Board of Solaris Resources Inc.
President & CEO, Director