Solaris Resources 6K Condensed Consolidated Interim Financial Statements | SLSR 8 Aug 24

Exhibit 99.1

Solaris Resources Inc.

Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited – In thousands of United States dollars)

	Note	June 30, 2024			December 31, 2023
Assets

Current assets
Cash and cash equivalents		$	54,136		$	38,865
Prepaids and other	3, 13		1,434			523
			55,570			39,388

Restricted cash	5		571			571
Exploration and evaluation assets	4		20,179			19,929
Property, plant and equipment			2,221			1,932

Total assets		$	78,541		$	61,820

Liabilities and Equity

Current liabilities
Accounts payable and accrued liabilities		$	10,223		$	5,274
Lease liability			130			88
			10,353			5,362
Long-term liabilities
Lease liability			110			3
Reclamation provision	5		2,500			1,529
Loans and borrowings	6		31,426			29,363
Other long-term liability			140			137
Total liabilities			44,529			36,394

Shareholders’ equity
Common shares	7		243,979			206,357
Reserves	7		18,083			16,724
Deficit			(235,930	)		(205,566	)
Equity attributable to shareholders of the Company			26,132			17,515
Non-controlling interests			7,880			7,911
Total shareholders’ equity			34,012			25,426

Total liabilities and equity		$	78,541		$	61,820

Nature of operations and going concern (Note 1)
Commitments (Notes 6(c), 8, 11(c), 13, 14)

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

Page 1 of 14

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss

For the three and six months ended June 30, 2024 and 2023

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

		Three months ended June 30,						Six months ended June 30,
	Note	2024			2023			2024			2023
Exploration expenses	8	$	14,384		$	7,682		$	24,577		$	17,083
General and administrative expenses	9		2,482			2,485			4,628			5,117
Loss from operations			16,866			10,167			29,205			22,200

Change in fair value of derivatives			–			–			–			105
Finance cost			1,163			19			2,190			32
Interest and other income, net			(386	)		(190	)		(1,000	)		(363	)
Net loss		$	17,643		$	9,996		$	30,395		$	21,974

Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign currency translation			(165	)		(380	)		(18	)		(607	)
Total comprehensive loss		$	17,478		$	9,616		$	30,377		$	21,367

Net loss attributable to:
Shareholders of the Company		$	17,633		$	9,973		$	30,364		$	21,932
Non-controlling interest			10			23			31			42
		$	17,643		$	9,996		$	30,395		$	21,974

Total comprehensive loss attributable to:
Shareholders of the Company		$	17,468		$	9,593		$	30,346		$	21,325
Non-controlling interest			10			23			31			42
		$	17,478		$	9,616		$	30,377		$	21,367

Net loss per share attributable to shareholders of the Company
Basic and diluted		$	0.12		$	0.06		$	0.20		$	0.16

Weighted average number of shares outstanding
Basic and diluted			153,273,205			147,784,025			153,272,289			135,971,487

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

Page 2 of 14

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Cash Flows

For the three and six months ended June 30, 2024 and 2023

(Unaudited – In thousands of United States dollars)

		Three months ended June 30,						Six months ended June 30,
	Note	2024			2023			2024			2023
Cash provided by (used in):
Operations
Net loss for the period		$	(17,643	)	$	(9,996	)	$	(30,395	)	$	(21,974	)
Adjustments for:
Change in fair value of derivatives			–			–			–			105
Finance cost			1,163			19			2,190			32
Finance income			(423	)		(244	)		(892	)		(369	)
Foreign exchange and other			24			32			(55	)		2
Share-based compensation	7		665			1,343			1,494			2,883
Amortization			246			213			481			434
Reclamation provision			629			–			962			172
Other			6			9			6			11
Net changes in non-cash working capital items:
Prepaids and other			(27	)		(153	)		(882	)		(329	)
Accounts payable and accrued liabilities			3,202			(2,863	)		4,720			(4,013	)
Reclamation provision settlement			(9	)		(17	)		(10	)		(62	)
Other long-term liability			17			10			3			21
			(12,150	)		(11,647	)		(22,378	)		(23,087	)

Financing
Proceeds from private placement equity financing	6, 7		10,000			–			10,000			–
Proceeds from bought deal equity financing	7		29,270			–			29,270			–
Share issue and finance costs paid			(1,693	)		–			(1,698	)		–
Proceeds from exercise of Equinox Warrants, warrants and stock options	7		22			1,531			24			22,334
Payment of lease liability			(63	)		(41	)		(107	)		(81	)
Contribution from non-controlling interest			–			75			–			75
Finance income received, net			369			241			827			362
			37,905			1,806			38,316			22,690

Investing
Restricted cash contribution	5		–			–			–			(258	)
Option payment for mineral property interest acquisition	4		(250	)		–			(250	)		–
Capital expenditures			(289	)		(18	)		(531	)		(37	)
			(539	)		(18	)		(781	)		(295	)

Effect of exchange rate changes on cash and cash equivalents			147			347			114			604

Increase (decrease) in cash and cash equivalents			25,363			(9,512	)		15,271			(88	)
Cash and cash equivalents, beginning of period			28,773			24,194			38,865			14,770

Cash and cash equivalents, end of period		$	54,136		$	14,682		$	54,136		$	14,682

Supplemental cash flow information (Note 15)

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

Page 3 of 14

Solaris Resources Inc.

Condensed Consolidated Interim Statements of Changes in Equity

For the six months ended June 30, 2024 and 2023

(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, 2023			150,811,195	$	206,357	$	15,148		$	1,576	$	16,724		$	(205,566	)	$	7,911		$	25,426
Private placement equity financing, net of share issue costs	6, 7		2,795,102		9,960		–			–		–			–			–			9,960
Bought deal equity financing, net of share issue costs	7		8,222,500		27,485		–			–		–			–			–			27,485
Shares issued on exercise of stock options	7		288,107		177		(153	)		–		(153	)		–			–			24
Share-based compensation	7		–		–		1,494			–		1,494			–			–			1,494
Net loss and comprehensive loss			–		–		–			18		18			(30,364	)		(31	)		(30,377	)
Balance, June 30, 2024			162,116,904	$	243,979	$	16,489		$	1,594	$	18,083		$	(235,930	)	$	7,880		$	34,012

Balance, December 31, 2022			122,660,841	$	169,952	$	13,880		$	1,044	$	14,924		$	(164,558	)	$	7,912		$	28,230
Shares issued on exercise of stock options	7		336,500		249		(103	)		–		(103	)		–			–			146
Shares issued on exercise of Solaris warrants and Equinox Warrants			25,150,589		26,418		(3,761	)		–		(3,761	)		–			–			22,657
Share-based compensation	7		–		–		2,883			–		2,883			–			–			2,883
Contribution from non-controlling interest			–		–		–			–		–			–			75			75
Net loss and comprehensive loss			–		–		–			607		607			(21,932	)		(42	)		(21,367	)
Balance, June 30, 2023			148,147,930	$	196,619	$	12,899		$	1,651	$	14,550		$	(186,490	)	$	7,945		$	32,624

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

Page 4 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

1.	Nature of operations AND GOING CONCERN

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 are listed on the Toronto Stock Exchange and trade under the symbol “SLS” as well as on the NYSE American LLC stock exchange 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”) in Ecuador, the 60% owned La Verde property (“La Verde”) in Mexico and the Tamarugo property (“Tamarugo”) in Chile. The Company has not yet determined whether the 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 loan financing to fund its business activities, including planned corporate expenditures, exploration expenses, as well as the 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 remaining drawdown from the senior secured debt facility (see below) and/or the issuance of common shares 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, or that the Company will meet the conditions to receive the additional drawdown under the senior secured debt facility.

As at June 30, 2024, the Company has cash and cash equivalents of $54,136. In December 2023, the Company entered into definitive agreements with OMF Fund IV SPV D LLC and OMF Fund IV SPV E LLC, entities managed by Orion Mine Finance Management LP (collectively, “Orion”) of a financing package consisting of up to $80,000, including a $60,000 senior secured debt facility (the “Senior Loan”) of which $30,000 was received on closing and the remaining amount to be made available in two tranches based on achieving certain milestones. The Company also received in December 2023 $10,000 on issuance of common shares with an additional $10,000 of equity financing received in June 2024. Additionally, the Company successfully completed a bought deal equity financing for $29,270 in June 2024.

There are no guarantees that the Company will meet the conditions to receive the additional drawdown of $30,000 under the Senior Loan. In addition, the Senior Loan has a financial covenant which requires the Company to maintain an unrestricted cash balance of $5,000 in Canada. Based on its current forecasted expenditures, the Company requires the additional drawdown from the Senior Loan to fund ongoing operations for the next twelve months and to ensure it meets the covenant requirement under the Senior Loan. As a result, material uncertainty exists that may cast 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 the carrying values of assets and liabilities, the reported expenses and the condensed consolidated interim statement of financial position classifications that would be necessary if the going concern assumption was inappropriate. These adjustments could be material.

2.	Basis of preparation

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial 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 (“IFRS”) 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 performances since the last annual financial statements.

Page 5 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

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, 2023. 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, 2023.

These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors on August 8, 2024.

Amended IFRS standards effective January 1, 2024

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1, Presentation of Financial Statements (“IAS 1”)), which amended IAS 1 to clarify the requirements for presenting liabilities in the statement of financial position. The amendments specify that the Company must have the right to defer settlement of a liability for at least 12 months after the reporting period for the liability to be classified as non-current.

In addition, the amendments clarify that: (a) the Company’s right to defer settlement must exist at the end of the reporting period; (b) classification is unaffected by management’s intentions or expectations about whether the Company will exercise its right to defer settlement; (c) if the Company’s right to defer settlement is subject to the Company complying with specified conditions, the right exists at the end of the reporting period only if the Company complies with those conditions at the end of the reporting period, even if the lender does not test compliance until a later date; and (d) the term settlement includes the transfer of the Company’s own equity instruments to the counterparty that results in the extinguishment of the liability, except when the settlement of the liability with the Company transferring its own equity instruments is at the option of the counterparty and such option has been classified as an equity instrument, separate from the host liability.

In October 2022, the IASB issued Non-current Liabilities with Covenants, which amended IAS 1 to clarify that if the Company’s right to defer settlement of a liability for at least 12 months is subject to the Company complying with covenants after the reporting period, those covenants would not affect whether the Company’s right to defer settlement exists at the end of the reporting period for the purposes of classifying a liability as current or non-current. The amendments also increased the disclosure requirement relating to such covenants to include: (i) the nature of the covenants and the date by which the Company must comply with the covenants; (ii) whether the Company would comply with the covenants based on its circumstances at the reporting date; and (iii) whether and how the Company expects to comply with the covenants by the date on which they are contractually required to be tested.

The Company adopted the Amendments to IAS 1 effective January 1, 2024 but did not result in a change in the presentation of the Company’s liabilities. The required disclosures, where applicable, have been included in Note 6.

Certain other new standards, interpretations, and amendments to existing standards have been issued by the IASB or the International Financial Reporting Interpretations Committee. However, these updates either are not applicable to the Company or are not material to the condensed consolidated interim financial statements.

3.	Prepaids and other

	Note	June 30, 2024		December 31, 2023
Prepaid expenses and deposits		$	1,026	$	230
Supplies inventory			138		95
Taxes recoverable			214		118
Amounts receivable and other			32		55
Due from a related party	13		24		25
		$	1,434	$	523

Page 6 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

4.	Exploration and evaluation assets

	Note	June 30, 2024		December 31, 2023
La Verde (Mexico)	a)	$	19,741	$	19,741
Warintza (Ecuador)	b)		188		188
ENAMI 1 Option (Ecuador)	c)		250		–
		$	20,179	$	19,929

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 Ltd. 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.

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 26,774 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.

ENAMI 1 Option

Solaris has entered an option agreement to acquire up to 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 was required to pay an upfront payment to ENAMI EP of $250 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.

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 4,200-hectare copper-molybdenum-gold property. The Paco Orco project is a 4,400-hectare lead, zinc and silver property.

Page 7 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

5.	Reclamation provision

	June 30, 2024			December 31, 2023
Balance, start of period	$	1,529		$	1,271
Additions		990			291
Accretion		19			23
Settlement		(10	)		(69	)
Change in estimate		(28	)		13
Balance, end of period	$	2,500		$	1,529

The reclamation provision represents the estimated costs for restoration and rehabilitation for environmental disturbances at Warintza, estimated to be incurred in the year 2027. The total undiscounted estimated cash flows required to settle these obligations as at June 30, 2024 are $2,879 (December 31, 2023 – $1,786), which have been inflated at an average rate of 2.03% per annum (December 31, 2023 – 2.10%) and discounted at an average rate of 4.52% (December, 31, 2023 – 3.93%).

Restricted cash of $571 (December 31, 2023 – $571) represents funds being used to collateralize guarantees issued to support environmental bonding requirements with respect to the environmental disturbances at Warintza.

6.	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.

Senior Loan – OMF Fund IV SPV D LLC

A first advance of $30,000 was received on December 21, 2023. Two subsequent advances of $15,000 each will be made available upon (a) the approval and adoption of a pre-feasibility study by the Company’s Board of Directors; and (b) the submission of an environmental and social impact assessment approved by an independent environmental and social consultant to progress the Warintza project to the exploitation phase.

The following table sets out the details of the Company’s loans and borrowings.

	June 30, 2024			December 31, 2023
Balance, start of period	$	29,363		$	–
Advances		–			30,000
Transaction costs		(4	)		(727	)
Accrued interest		2,024			87
Amortization of transaction cost		43			3
Balance, end of period	$	31,426		$	29,363

Amounts drawn on the Senior Loan bears 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 agreement. At June 30, 2024, the Senior Loan is measured at amortized cost using an effective interest rate of 13.70% (December 31, 2023 – 13.76%).

The Company has the option quarterly to elect to pay the interest in cash or accruing it to the principal amount of the Senior Loan and paying it upon maturity. The interest for the three and six months ended June 30, 2024 was accrued to the principal amount of the Senior Loan. The principal amount and all accrued and unpaid interest are due on its maturity date on December 11, 2027. The Company may prepay all or any part of the principal amount owing at any time without any premium or penalty.

Page 8 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

Any net proceeds received by the Company from the sale of particular assets, the issuance of securities, or compensation for liquidated damages must be allocated toward repaying a portion or all of the Senior Loan, along with accrued interest. However, this repayment requirement does not apply to net proceeds raised from the issuance of securities, provided such net proceeds are: (i) used in connection with the Warintza project; or (ii) used for general corporate and administrative expenses unrelated to the Warintza project in an amount up to $2,500 annually. The Senior Loan is secured by a first-priority security ranking over the Warintza property and all the presently held and acquired undertakings, property, and assets including the equity interests in Lowell Mineral Exploration Ecuador S.A. and Lowell Copper Holdings Inc. but excluding subsidiaries and assets that are not related to the Warintza project. The Company must comply with certain covenants including maintaining a minimum unrestricted balance of $5,000 in cash in Canada. As at June 30, 2024, the Company was in compliance with all covenants.

Equity subscription agreement – OMF Fund IV SPV E LLC (the “Investor”)

On June 10, 2024, under the terms of the subscription agreement, the Company issued 2,795,102 common shares at a price of C$4.90 per share for aggregate proceeds of C$13.7 million ($10,000) on a private placement basis. Issue costs amounted to $40, and were netted off against the proceeds.

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.

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.

If prior to the 18-month anniversary of the Senior Loan closing date a change of control transaction (as defined in the offtake agreements) is approved by the Company’s board and announced, either party may terminate the offtake agreements prior to the end of the term which will require the Company to then pay $27,000 to OMF to terminate the copper offtake agreement and $3,000 to terminate the molybdenum offtake agreement.

7.	Share capital

Common shares

Authorized: Unlimited common shares, with no par value

Issued and fully paid: 162,116,904 (December 31, 2023 – 150,811,195)

Share issuances

On June 10, 2024, the Company issued 8,222,500 common shares, including 1,072,500 common shares pursuant to the underwriters’ full exercise of the over-allotment option on a bought deal basis, at a price of C$4.90 per share for aggregate gross proceeds of C$40.3 million (approximately $29,270). Issue costs amounted to $1,785, and were netted off against the proceeds.

Page 9 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

Share purchase options

For the three and six months ended June 30, 2024, the Company recognized a share-based compensation expense included in general and administrative expenditures of $665 and $1,494, respectively (three and six months ended June 30, 2023 – $1,343 and $2,883, respectively). The following table shows the change in the shares issuable for Arrangement options and Solaris options during the six months ended June 30, 2024 and 2023:

For the six months ended June 30,	2024			2023
Balance, start of period		10,556,688			8,131,226
Granted		900,000			2,950,000
Exercised		(288,107	)		(336,500	)
Forfeited/expired		(358,581	)		(43,122	)
Balance, end of period		10,810,000			10,701,604

The weighted average exercise price per share of options granted, exercised and forfeited during the six months ended June 30, 2024 was C$3.79, C$1.02 and C$4.34, respectively. The weighted average exercise price per share of options granted, exercised and forfeited during the six months ended June 30, 2023 was C$5.94, C$0.59 and C$1.20, respectively.

The assumptions used in the Black-Scholes option pricing model for the options granted in the six months ended June 30, 2024 and 2023 were as follows.

Weighted average	2024			2023
Exercise price per share issuable	C$	3.79		C$	5.94
Expected term (years)		5			5
Volatility¹		59	%		61	%
Expected dividend yield		–			–
Risk-free interest rate		3.55	%		3.59	%
Weighted average fair value per share		2.06			3.06

¹	The expected volatility of Solaris is based on the historical volatility of the shares of a comparative peer group of companies.

Solaris options

The following is a summary of the Company’s outstanding and exercisable options as at June 30, 2024:

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, 2019	$	0.50		400,000		0.11		400,000		0.11
November 18, 2019		0.80		500,000		0.39		500,000		0.39
November 21, 2019		0.80		75,000		0.39		75,000		0.39
January 2, 2020		0.80		350,000		0.51		350,000		0.51
March 20, 2020		0.80		100,000		0.72		100,000		0.72
May 27, 2020		0.80		2,510,000		0.91		2,510,000		0.91
November 2, 2020		4.90		2,050,000		1.34		2,050,000		1.34
March 16, 2021		7.24		300,000		1.71		300,000		1.71
September 15, 2021		13.11		400,000		2.21		200,000		2.21
November 10, 2021		12.45		150,000		2.36		75,000		2.36
August 9, 2022		7.36		300,000		3.11		75,000		3.11
February 24, 2023		5.94		2,775,000		3.65		1,143,750		3.65
February 23, 2024		3.79		900,000		4.65		–		–
		4.11		10,810,000		2.09		7,778,750		1.42

Page 10 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

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 six months ended June 30, 2024 and 2023, there were no RSUs redeemed under the provision of the Company’s RSU plan and as of June 30, 2024, 260,836 RSUs and pRSUs are outstanding with 26,085 of Solaris shares issuable.

8.	Exploration expenditures

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

	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Salaries, geological consultants and support, and travel	$	3,270	$	2,193	$	6,198	$	4,525
Site preparation, supplies, field and general		3,353		2,354		5,641		4,432
Drilling and drilling related costs		3,697		1,276		5,198		2,509
Assay and analysis		371		215		515		390
Community relations, environmental and permitting		1,814		1,430		3,748		4,107
Concession fees		71		1		523		473
Studies		933		–		1,311		41
Reclamation provision		629		–		962		172
Amortization		246		213		481		434
	$	14,384	$	7,682	$	24,577	$	17,083

Pursuant to agreements with local communities, the Company is required to make certain monthly community support payments.

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

	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Ecuador	$	13,856	$	7,315	$	23,728	$	16,271
Chile		57		43		59		239
Mexico		21		52		73		99
Peru and other		450		272		717		474
	$	14,384	$	7,682	$	24,577	$	17,083

9.	General and administrative expenditures

	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Share-based compensation	$	665	$	1,343	$	1,494	$	2,883
Salaries and benefits		509		407		971		814
Office and other		272		187		514		375
Filing and regulatory fees		66		94		141		171
Professional fees		834		337		1,191		655
Marketing and travel		136		117		317		219
	$	2,482	$	2,485	$	4,628	$	5,117

Page 11 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

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:

	June 30, 2024		December 31, 2023
Mexico	$	19,752	$	19,755
Ecuador		3,103		2,627
Chile		9		12
Peru		102		32
Canada		5		6
	$	22,971	$	22,432

Information about the Company’s exploration expenditures by jurisdiction is detailed in Note 8.

11.

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.

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 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 $54,977 represents the maximum exposure to credit risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Senior Loan which has a floating interest rate.

With all other variables held constant, a 1% change in SOFR would have changed net loss by approximately $80 and $155 for the three and six months ended June 30, 2024, respectively (three and six months ended June 30, 2023 – nil).

Page 12 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

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 June 30, 2024, 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	$	10,223	$	–	$	–	$	–	$	10,223
Lease liabilities		130		110		–		–		240
Senior loan principal and interest¹		–		–		50,561		–		50,561
Other long-term liabilities		–		–		–		140		140
Office rent obligations		259		232		–		–		491
Exploration expenses and other		847		1,631		–		–		2,478
	$	11,459	$	1,973	$	50,561	$	140	$	64,133

¹	The interest is calculated using the interest rate in effect at June 30, 2024.

Foreign currency risk

The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. At June 30, 2024, 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 June 30, 2024, cash of $25,868 (December 31, 2023 – $37,245), loans and borrowings of $31,426 (December 31, 2023 – $29,363), and accounts payable and accrued liabilities of $1,472 (December 31, 2023 - $94) are denominated in the US dollar. For the six months ended June 30, 2024, 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 is $352 (six months ended June 30, 2023 – $306).

The Company is also exposed to currency risk on financial assets and liabilities denominated in Peruvian soles, Chilean pesos, Mexican pesos and Guatemalan quetzals. However, the impact on such exposure is not currently material.

12.

Fair value measurements

The carrying values of cash and cash equivalents, amounts receivable, due from related parties, restricted cash and accounts payable and accrued liabilities approximate fair value due to their short terms to maturity. The fair value of loans and borrowings is $32,111. There were no transfers between fair value levels in the periods presented.

13.

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 comprises the Company’s Executive Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Senior Vice President Corporate Affairs and Corporate Secretary and Directors.

Key management compensation for the three and six months ended June 30, 2024 and 2023 is comprised of the following:

	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Share-based compensation	$	522	$	978	$	1,177	$	2,305
Salaries and benefits		273		168		496		336
Professional fees		91		94		132		186
	$	886	$	1,240	$	1,805	$	2,827

During 2021, the Company entered an agreement with Augusta Capital Corporation (“Augusta”) for consulting services. The owner of Augusta Capital Corporation is the Chairman and a major shareholder of the Company. The total amount charged by Augusta for the three and six months ended June 30, 2024 was $91 and $132, respectively (three and six months ended June 30, 2023 – $94 and $186, respectively).

Page 13 of 14

Solaris Resources Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2024 and 2023

(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 (Titan Mining Corporation, Augusta Gold Corp. and Armor Minerals Inc.) related by virtue of certain directors and management in common. These services have been provided through a management company equally owned by the related companies. 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. If the Company’s participation in the arrangement is terminated, the Company will be obligated to pay its share of the rent payments for the remaining term of the office space rental agreement. The Company’s obligation for future rental payments if the Company’s participation in the arrangement was terminated on June 30, 2024 was approximately $472 (December 31, 2023 – $656), determined based on the Company’s average share of rent paid in the immediately preceding 12 months.

The Company was charged for the following with respect to these arrangements in the three and six months ended June 30, 2024 and 2023:

	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Salaries and benefits	$	960	$	942	$	1,327	$	1,355
Office and other		119		103		235		208
Filing and regulatory fees		52		45		52		54
Marketing and travel		5		4		10		10
	$	1,136	$	1,094	$	1,624	$	1,627

At June 30, 2024, amounts in prepaids and other include $24 due from a related party, being the management company referred to above, (December 31, 2023 – $25) with respect to this arrangement.

14.

Commitments

The Company is committed to payments for office leases premises through 2026 in the total amount of approximately $491 based on the Company’s current share of rent paid. Payments by fiscal year are:

2024	$	178
2025		163
2026		150

The Company is committed to payments related to exploration expenses and other of $393 in 2024, $796 in 2025, $721 in 2026 and $568 in 2027.

15.

Supplemental cash flow information

For the six months ended June 30,	2024		2023
Non-cash items:
Accrued share issuance and finance costs	$	182	$	–
Accrued interest income	$	25	$	–
Interest expense accrued to loans and borrowings	$	2,024	$	–
Right of use asset acquired	$	248	$	–

Page 14 of 14

Solaris Resources (SLSR) 6-KCondensed Consolidated Interim Financial Statements