Solaris Enters into US$200 Million Financing Agreements with Royal Gold to Advance the Warintza Project
Solaris Enters into US$200 Million Financing Agreements with Royal Gold to Advance the
Warintza Project
HIGHLIGHTS:
• Non-dilutive US$200 million funding package from Royal Gold , comprising a gold stream and NSR royalty ,
US$100 million of which is available immediately
• The package provides the funding required to repay the Senior Debt facility and is expected to provide the
necessary liquidity to fund all value accretive derisking activities through to a final investment decision
• Stream expected to represent a small percentage of the gold over the life of mine which, together with the
modest NSR royalty, reinforces Warintza’s position as a multi-generational tier 1 copper project following
significant due diligence and financial commitment on accretive terms providing a robust ref lection of the
potential scale, economics and stage of development
• Stream termination provision contains no penalties under a change-of-control scenario, providing the Company
flexibility to enhance shareholder value going forward
• Maintained strategic optionality around future project financing
• Funding package restricted to Warintza cluster thus retaining exposure to significant exploration upside
potential with commercial optionality around high-priority targets within the Warintza district
Quito, Ecuador –– May 21, 2025 –– Solaris Resources Inc. (“Solaris” or the “Company”) (TSX: SLS; NYSE: SLSR) is pleased
to announce that it has entered into a US$200 million financing arrangement comprising a gold stream (“Stream”) and net
smelter return royalty (“Royalty”) (collectively the “Financing Agreements”) with RGLD Gold AG ("Royal Gold") , a
subsidiary of Royal Gold, Inc. following a competitive and comprehensive process during which the Company received
numerous compelling and credible financing proposals from third parties.
The Financing Agreements provide the Company with long-term liquidity required to fund all value accretive , derisking
activities through to a final investment decision (“FID”), in addition to paying off the senior secured debt facility with Orion
Mine Finance Management LP (the “Senior Debt facility”). The structure of the Financing Agreements aligns with Solaris’
strategy of maximizing shareholder value through non-dilutive means on highly accretive terms, underpinning the position
of the Company’s Warintza project (the “Project” or “Warintza”) as a tier 1 copper asset.
Matthew Rowlinson, President and CEO of Solaris, commented: “This transaction is a clear endorsement of the potential
scale, geological qualities and its near surface nature, economics and stage of development of Warintza , one of the few
remaining near -term, globally significant copper development opportunities not controlled by a major . Further, it’s a
reflection of the strong investor confidence in Ecuador as a mining jurisdiction, supported by the government’s commitment
to the sector as a pillar of long -term economic development. The Stream is expected to represent a small percentage of
the gold over the life of mine and together with the Royalty, enables the Company to maintain the project’s strategic
flexibility. Through partnering with Royal Gold, a leader in the precious metals streaming and royalty space, this has not
only brought very competitive cost of capital to the table, but a valued strategic relationship. We are proud of our team
for executing a process that brought in a high -quality partner on accretive terms and we look forward to a long and
successful partnership with Royal Gold, continuing to deliver on our commitment to unlocking value for all stakeholders.”
Richard Warke, No n-Executive Chairman of Solaris, commented : “ Congratulations to the management team for
successfully securing a funding package that marks a major milestone in Warintza’s development. This financing structure
provides Solaris with long -term liquidity while maintaining corporate flexibility going forward, allowing the Company to
fully enhance shareholder value. Their swift efforts have positioned us for growth without foreseeable share dilution — a
key win for our shareholders. This progress builds on the historic work performed that laid the foundation for Warintza’s
transformation into a world-class, global scale multi-generational copper asset.”
DETAILS OF THE FINANCING AGREEMENTS
Upfront Consideration
Royal Gold will pay Solaris a total cash consideration of US$200 million in three instalments as follows:
• First tranche of US$100 million upon close of the transaction (funds available immediately as signing and close are
concurrent).
• Second tranche of US$50 million made available following the publication of the Pre-Feasibility Study (“PFS”) and
receipt of the Environmental Impact Assessment technical approval (“EIA”).
• Third tranche of US$50 million made available on the first anniversary of the closing date and completion of all
filings necessary to fully perfect Royal Gold’s security.
Closing of the second and third tranches will be subject to other customary conditions.
Proceeds from the Financing A greements will be utilised to complete technical studies, permitting activities, early
infrastructure development, the repayment of the Company’s Senior Debt facility, some district exploration activities and
general working capital requirements, and fully-fund the Company through to a FID.
Stream
• Royal Gold will receive gold deliveries equivalent to 20 ounces per 1 million pounds of copper produced from the
RGLD Gold AOI (“Stream AOI”) (Figure 1 – area demarked with the pink boundary), which is expected to represent
only a small percentage of the gold over the life of mine.
• For each ounce of gold delivered under the Stream, Royal Gold will pay Solaris a purchase price equal to:
o 20% of spot price until 90,000 ounces have been delivered; and
o 60% of spot price thereafter.
Royalty
• Royal Gold will receive a 0.3% net smelter return royalty on all metal production from the RGLD Gold Expanded
AOI (“Expanded AOI”) (Figure 1 – area demarked with the blue boundary).
• The Royalty will increase annually by 0.0375%, up to a maximum of 0.6%, until the earlier of:
o the first delivery of gold under the Stream; or
o eight years following the closing date.
Area of Interest
Stream
The Stream AOI is limited to a small area surrounding the mineral resource (Figure 1 – area demarked with the pink
boundary) resulting in Solaris retaining significant exploration upside, unencumbered by the Stream. If the Project does
not enter commercial production within eight years, and the first delivery under the Stream has not occurred, the area of
interest for the Stream will increase to the Expanded AOI (Figure 1 – area demarked with the blue boundary).
Royalty
The Royalty will apply to all metal production from within the Expanded AOI, demarked by the blue boundary in Figure 1.
If upon a change of control transaction, Royal Gold exercises its right to terminate the Stream (further details below), the
area of interest on the Royalty will be reduced to the Stream AOI, demarked by the pink boundary in Figure 1.
Figure 1
The construct of the area of interest ensures that Solaris retains exposure to the potential of significant exploration upside
with commercial optionality around high-priority targets within the Expanded AOI.
Solaris retains the ability to spin out non-core properties at any time within the Expanded AOI (excluding the Stream AOI)
and in such instance a royalty would immediately attach to the spin-out properties at a rate of 1.2%.
Change of Control (“CoC”) Provision
If a CoC transaction occurs within five years of closing, or prior to the first delivery under the Stream (whichever is earlier),
either party may elect to terminate the Stream and return all advance payments without penalty. Under a CoC, the Royalty
would remain in place and, under certain circumstances, automatically increase to 0.6%.
Other Considerations
Royal Gold has pledged to financially support the Company’s environmental and social programmes , reflecting their
commitment to sustainable development and social responsibility. This aligns with the Company’s belief that sustainable
mining is not just an economic endeavour; it is a journey that must include the insights and values of every stakeholder
involved, especially our indigenous populations , embracing an open dialogue and partnership rooted in trust,
understanding, and mutual respect.
The transaction has been structured in a manner that contemplates the Stream and Royalty being subordinated to any
future project financing, thereby retaining strategic flexibility around any future project development financing.
NEXT STEPS
As described, t he Financing Agreements provide sufficient liquidity to fund the Company’s activities through to a n FID.
Before then, the Company expects to conclude and publish the PFS, led by Ausenco, Knight Piésold and AMC, in Q3 2025.
Work will then transition into the Bankable Feasibility Study.
In parallel, the Company is advancing the technical review of the EIA in collaboration with Ecuador’s Ministries of Energy
and Mines and Environment, with approval on target for mid-2025. All the project exploitation permits are expected by
mid-year 2026. The recent re -election of President Daniel Noboa has provided political continuity in the country and
reinforces the supportive policy environment that has enabled Solaris to maintain progress on permitting and stakeholder
engagement to date.
Following the completion of over 82,000 metres of infill drilling between January 2024 and February 2025, an updated
Mineral Resource Estimate (“MRE”) is expected to be published in Q3 2025. Further, Solaris is simultaneously working to
unlock value across its broader 100% -owned land package of over 260km², which contains several high -priority regional
targets with step-out field exploration activities ongoing.
In addition to the above, the Company will use funds to repay its Senior Debt facility.
On behalf of the Board of Solaris Resources Inc.
“Matthew Rowlinson”
President & CEO, Director
For Further Information
Patrick Chambers, VP Investor Relations
Email: [email protected]
Advisors
BMO Capital Markets is acting as financial advisor to Solaris Resources. Blake, Cassels & Graydon LLP is acting as legal
advisor.
About Solaris Resources Inc.
Solaris is a copper -gold exploration and development company, committed to a sustainable future by empowering
communities and stakeholders through our dedication to participatory and responsible mining. The Warintza Project, a
large copper -gold porphyry deposit, is a unique, global scale and multigenerational asset located in the low capital
intensity district of southeast Ecuador. The Company also owns a series of grassroot exploration projects with discovery
potential in Peru and Chile and a 60% interest in the La Verde joint-venture project with a subsidiary of Teck Resources in
Mexico.
Cautionary Notes and Forward-looking Statements
This document contains certain forward -looking information and forward -looking statements within the meaning of
applicable securities legislation (collectively “forward -looking statements”). The use of the words “will” and “ expected”
and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited
to, statements regarding: the Company’s future exploration plans, growth or value; the ability of the Company to satisfy
commercial closing conditions under the Financing Agreements; the timing, benefits, impact, structure and completion of
the transactions contemplated under or in connection with the Financing Agreements, including whether each tranche will
be consummated; the use of and sufficiency of proceeds to fund the Company’s derisking activities through to its FID; the
timeline for the Company reaching an FID with respect to the Warintza Project; the completion of the PFS, updated MRE
and Bankable Feasibility Study, and the receipt of all regulatory approvals for the EIA and project exploitation permits, in
each case, on the timelines contemplated herein, if at all; potential future project development financing; the anticipated
positive impact on mineral projects in Ecuador as a result of the re -election of President Daniel Noboa; and expectations
for other economic, business and/or competitive factors . The Company has based these forward -looking statements and
information on the Company’s current expectations and assumptions about future events including assumptions regarding:
the exploration and regional programs ; the long-term asset potential of Warintza; the continuance of the government’s
support of and commitment to the mining sector in Ecuador; the present and future business strategies of the Company
and the environment in which Solaris will operate in the future, including the receipt of all required permits and approvals
to advance the Warintza Project; and anticipated costs. Although Solaris believes that the assumptions and expectations
reflected in such forward-looking statements and/or information are reasonable, readers are cautioned that actual results
may vary from the forward -looking statements. Forward -looking statements also involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such
forward-looking statements, including , among other things : the potential for the Company to fail to fulfil commercial
conditions under the Financing Agreements; risks related to the Company’s mining operations, including risks related to
international operations, government and environmental regulation, and the receipt of all necessary permits and
regulatory approvals required to continue to advance the Warintza Project; market conditions ; the global economic
climate; exploration risk; currency and interest rate fluctuations; and the other risks, uncertainties and other factors
identified in the Solaris Management’s Discussion and Analysis for the year ended December 31, 2024 and Annual
Information Form for the year ended December 31, 2024, each of which are available at www.sedarplus.ca. Accordingly,
readers should not place undue reliance on the forward-looking statements contained herein. Furthermore, the forward-
looking statements contained in this news release are made as at the date of this news release and Solaris does not
undertake any obligation to publicly update or revise any of these forward-looking statements except as may be required
by applicable securities laws.