Solaris Resources Inc 2025 Annual Report

☒Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ EXPLANATORY NOTE Solaris Resources Inc. (the “Company”) is a Canadian issuer eligible to file this annual report pursuant to Section 13 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of theExchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of theCompany are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. FORWARD LOOKING STATEMENTS This annual on Form 40-F, including the exhibits hereto and the documents incorporated herein by reference, contains forward-lookingstatements. All statements, other than statements of historical facts, are forward-looking statements, including but not limited toestimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Companyor management expects a stated condition or result to occur; exploration and development plans; timing of such exploration plans, andpotential results of such exploration plans; financial capacity and availability of capital; statements regarding perceived merit ofproperties, budgets, work programs, use of available funds, and operational information; the Company’s intention to retain all futureearnings and other cash resources for the future development and operation of its business; the Company’s intention not to declare orpay any cash dividends in the foreseeable future; the estimation of mineral resources and mineral reserves; the success of the synergiesand catalysts related to prior transactions, in particular but not limited to, the Funding Package; the ability of the Company to satisfythe conditions precedent to the advancement of the remaining amount under the Funding Package (as defined below); the realization ofmineral reserve estimates, the timing and amount of potential future production and Company’s internal controls over financialreporting (“ICFR”), including its ability to remedy the identified material weakness, as well as any potential future material Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,performance or achievements of the Company to be materially different from any future results, performance or achievementsexpressed or implied by the forward-looking statements. Such risks and other factors include, among others, and without limitation:the ability to raise funding to continue exploration, development and mining activities; Funding Package; financing arrangements;global economic conditions; limited supplies, supply chain disruptions and inflation; negative operating cash flow; uncertainty offuture revenues or of a return on investment; estimation risk in mineral resources and mineral reserves; uncertainty relating to inferredmineral resources; speculative nature of mineral exploration and development; risks from international operations; risks associatedwith an emerging and developing market; relationships with, and claims by, local communities and Indigenous Groups; geopoliticalrisk; risks related to obtaining future environmental licenses for exploitation; permitting risk; Ecuadorian constitutional court rulingssuspending licenses; anti-mining sentiment; failure to comply strictly with applicable laws, regulations and local practices; pressurefrom artisanal and illegal miners; risks associated with mining, exploration and development; land title risk; surface rights and accessrisks; changes in 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 Although the Company has attempted to identify important factors and risks