Form SCHEDULE 13D/A Solaris Resources Inc. Filed by: EARLE DANIEL
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Solaris Resources Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
83419D201 (CUSIP Number) |
Daniel Earle Suite 555, 999 Canada Place, Vancouver, A1, V6C 3E1 (604-687-1717 copy to: Jason K. Brenkert Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400 Denver, CO, 80202-5549 (303) 629-3445 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 83419D201 |
| 1 |
Name of reporting person
EARLE DANIEL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,014,375.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Amounts reported in Items 7, 9, and 11 represent 6,141,875 common shares held directly; 972,500 common shares held indirectly through 2210637 Ontario Ltd., of which the Reporting Person is sole beneficial owner and officer; and 900,000 options.
The percentages used herein are calculated on a partially diluted basis based upon 166,202,804 outstanding shares of Solaris Resources Inc., as of October 3, 2025, plus 900,000 options to purchase common shares held by Daniel Earle, and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
Solaris Resources Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
NEUHOFSTRASSE 5A, Baar,
SWITZERLAND
, 6340. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") relates to the Common Shares, no par value ("Common Shares"), of Solaris Resources Inc. (the "Issuer" or the "Company"). This Amendment No. 1 amends and supplements, as set forth below, the Schedule 13D filed by Mr. Earle on November 14, 2024 (the "Original Schedule 13D"). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Original Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Daniel Earle acquired 417,441 Common Shares pursuant to the cashless exercise of Options (defined below). He was granted the Options under the Issuer's Stock Option Plan in consideration of his services as President and Chief Executive Officer of Issuer. | ||
| Item 4. | Purpose of Transaction | |
Mr. Earle exercised Options on October 2, 2025, as discussed in Item 5c below, on a cashless basis pursuant to the terms of the Options to acquire 417,441 Common Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof Mr. Earle may be deemed to beneficially own 8,014,375 Common Shares of the Issuer, representing approximately 4.8% of the Common Shares outstanding. | |
| (b) | Number of Common Shares reported herein includes (i) 6,141,875 common shares held directly; (ii) 972,500 common shares held indirectly through 2210637 Ontario Ltd., of which the Reporting Person is sole beneficial owner and officer; and (iii) 900,000 options, 350,000 of which are exercisable within the next 60 days. | |
| (c) | Mr. Earle acquired 417,441 Common Shares on October 2, 2025 through a cashless exercise of options, at a deemed purchase price of C$4.90 (US$3.51 using an exchange rate of US$1.00:C$1.3963).
Mr. Earle sold 417,441 Common Shares on October 3, 2025 at C$8.90 (US$6.38 using an exchange rate of US$1.00:C$1.3953). | |
| (e) | Mr. Earle ceased to hold more than five percent of the Issuer's Common Shares on October 3, 2025. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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