(Solaris, 6.Dec.2021) — Solaris Resources Inc. (TSX: SLS) (OTCQB: SLSSF) announces its intention to transfer its non-core assets held in Ecuador, Peru, Chile and Mexico into a newly incorporated wholly-owned subsidiary of Solaris named Solaris Exploration Inc. pursuant to an internal re-organization.
Following the Re-Organization, it is expected that 100% of the common shares of Solaris Exploration will be spun out to shareholders relative to their shareholdings in Solaris. Solaris will continue to focus on rapidly growing and advancing its Warintza Project in southeastern Ecuador, while Solaris Exploration will allow shareholders to capture additional long-term value from the Solaris Exploration shares distributed pursuant to the Spin-Out.
Terms of Proposed Spin-Out
The Spin-Out is anticipated to occur by way of a plan of arrangement under the Business Corporations Act (British Columbia). Solaris shareholders will vote on the Spin-Out at a meeting of shareholders to be held on a date to be announced. To be effective, it is expected that the Spin-Out will require approval by (i) at least 66⅔% of the votes cast by Solaris shareholders present in person or represented by proxy at the Meeting, which shareholders are entitled to one vote for each Solaris share held; and (ii) if required, a majority of the votes cast by shareholders other than those required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Re-Organization and the Spin-Out will also be subject to other customary approvals, including approval by the Supreme Court of British Columbia for the Spin-Out.
After closing of the proposed Spin-Out, Solaris shares will continue trading on the Toronto Stock Exchange in Canada under the symbol “SLS”, and on the OTCQB Venture Market in the United States under the symbol “SLSSF”. Solaris Exploration will not be listed on any stock exchange after closing of the Spin-Out, but Solaris anticipates that Solaris Exploration will apply for a public listing in due course following the Spin-Out. Any such listing will be subject to Solaris Exploration fulfilling all the requirements of the exchange on which it chooses to seek a public listing. Additional details of the Spin-Out will be provided to shareholders in due course.
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