Mr. Matthew Rowlinson reports

SOLARIS ENTERS INTO US$200 MILLION FINANCING AGREEMENTS WITH ROYAL GOLD TO ADVANCE THE WARINTZA PROJECT

Solaris Resources Inc. has entered into a $200-million (U.S.) financing arrangement comprising a gold stream and net smelter return royalty with RGLD Gold AG, 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 finance 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 structure of the financing agreements aligns with Solaris's strategy of maximizing shareholder value through non-dilutive means on highly accretive terms, underpinning the position of the company's Warintza project as a Tier 1 copper asset.

Matthew Rowlinson, president and chief executive officer 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, non-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, multigenerational copper asset."

Details of the financing agreements

Upfront consideration

Royal Gold will pay Solaris a total cash consideration of $200-million (U.S.) in three instalments, as follows:

• First tranche of $100-million (U.S.) upon closing of the transaction (funds available immediately as signing and close are concurrent);
• Second tranche of $50-million (U.S.) made available following the publication of the prefeasibility study (PFS) and receipt of the environmental impact assessment technical approval;
• Third tranche of $50-million (U.S.) made available on the first anniversary of the closing date and completion of all filings necessary to fully perfect Royal Gold's security.

The closings of the second and third tranches will be subject to other customary conditions.

Proceeds from the financing agreements will be utilized 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 finance the company through to a final investment decision.

Stream:

• Royal Gold will receive gold deliveries equivalent to 20 ounces per one million pounds of copper produced from the RGLD Gold AOI, 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:
  • 20 per cent of spot price until 90,000 ounces have been delivered;
  • 60 per cent of spot price thereafter.

Royalty:

• Royal Gold will receive a 0.3-per-cent net smelter return royalty on all metal production from the RGLD Gold expanded AOI.
• The royalty will increase annually by 0.0375 per cent, up to a maximum of 0.6 per cent, until the earlier of:
  • The first delivery of gold under the stream;
  • Eight years following the closing date.

Area of interest

Stream

The stream AOI is limited to a small area surrounding the mineral resource, 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.

Royalty

The royalty will apply to all metal production from within the expanded AOI. If, upon a change-of-control transaction, Royal Gold exercises its right to terminate the stream (further details herein), the area of interest on the royalty will be reduced to the stream AOI.

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 spinout properties at a rate of 1.2 per cent.

Change-of-control 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 per cent.

Other considerations

Royal Gold has pledged to financially support the company's environmental and social programs, reflecting its 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 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, the financing agreements provide sufficient liquidity to finance the company's activities through to a final investment decision. Before then, the company expects to conclude and publish the PFS, led by Ausenco, Knight Piesold and AMC, in the third quarter of 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 midyear 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-per-cent-owned land package of over 260 square kilometres, which contains several high-priority regional targets, with stepout field exploration activities continuing. In addition to the above, the company will use funds to repay its senior debt facility.

Advisers

BMO Capital Markets is acting as financial adviser to Solaris Resources. Blake, Cassels & Graydon LLP is acting as legal adviser.

About Solaris Resources Inc.

Solaris is a copper-gold exploration and development company, committed to a sustainable future by empowering communities and stakeholders through its 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 southeastern Ecuador. The company also owns a series of grassroots exploration projects with discovery potential in Peru and Chile, and a 60-per-cent interest in the La Verde joint venture project with a subsidiary of Teck Resources in Mexico.

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