Form S-8 - Securities to be offered to employees in employee benefit plans

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Solaris Resources Inc.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada		N/A
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 555, 999 Canada Place

Vancouver, British Columbia, Canada V6C 3E1

(Address of Principal Executive Offices)

SOLARIS RESOURCES INC. STOCK OPTION PLAN

(Full title of the plans)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☐
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

INTRODUCTORY STATEMENT

This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 by Solaris Resources Inc. (the “Registrant”), in order to register 16,256,549 common shares (“Common Shares”) which have been reserved for issuance pursuant to options (collectively, “Awards”) under the Solaris Resources Inc. Stock Option Plan (the “Plan”). Under the terms of the Plan, the Registrant is authorized to grant Awards for a number of Common Shares which, in combination with the Common Shares, may be up to, but may not exceed that number of Common Shares which represents 10% of the Registrant’s issued and outstanding Common Shares on a non-diluted basis from time to time.

PART I.INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II.INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed or furnished by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this registration statement:

The Registrant’s Registration Statement on Form 40-F filed with the Commission on April 12, 2024.

The Registrant’s Foreign Reports on Form 6-K furnished to the Commission on May 9, 2024, May 9, 2024 (second 6-K filed on such date), May 28, 2024, May 28, 2024 (second 6-K filed on such date), July 25, 2024, August 9, 2024, September 6, 2024 and November 12, 2024.

The description of the common shares of the Registrant contained under the section captioned “Description of the Securities” in the Registrant’s Registration Statement on Form 40-F incorporated by reference herein pursuant to (1) above.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents. Also, the Registrant may incorporate by reference its future reports on Form 6-K by stating in those Form 6-Ks that they are being incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

The following are the names of persons or companies (a) that are named as having prepared or certified a report, valuation, statement or opinion included in or included by reference in this registration statement; and (b) whose profession or business gives authority to the statement, report or valuation made by the person or Solaris:

●

Mario E. Rossi, FAusIMM, SME, IAMG, Principal Geostatistician of Geosystems International Inc. and a “qualified person” under NI 43-101, prepared the technical report entitled, “Mineral Resource Estimate Update NI 43-101 Technical Report Warintza Project, Ecuador” dated effective July 1, 2024 (the “Technical Report”).

The person listed above has not (i) received or will receive a direct or indirect interest in any property of the Company or any of its associates or affiliates, or (ii) is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associates or affiliates of the Company. To the best of the Company’s knowledge, after reasonable inquiry, as of the date hereof, the aforementioned individuals and, as applicable, their firms, beneficially own, directly or indirectly, less than 1% of the outstanding common shares.

All other disclosure of scientific and technical information regarding the Company’s properties in this registration statement and the documents incorporated by reference was reviewed and approved by Jorge Fierro, M.Sc., DIC, PG, Vice President Exploration of Solaris.

Item 6. Indemnification of Directors and Officers.

Solaris Resources Inc. (“we”, “us” or “the Company”) is subject to the provisions of Part 5, Division 5 of the Business Corporations Act (British Columbia) (the “Act”).

Under Section 160(a) of the Act, and subject to Section 163 of the Act, an individual who:

●

is or was a director or officer of the Company;

●

is or was a director or officer of another corporation (i) at a time when such corporation is or was an affiliate of the Company; or (ii) at our request, or

●

at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

and includes, except in the definition of “eligible proceeding” and except in sections 163(1)(c) and (d) and 165 of the Act, the heirs and personal or other legal representatives of that individual (collectively, an “eligible party”), may be indemnified by us against all eligible penalties (as defined herein) to which the eligible party is or may be liable.

Under Section 159 of the Act, an “eligible penalty” is defined as a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding. An “eligible proceeding” means a proceeding (as defined herein) in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation, (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding. A “proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

Under Section 161 of the Act, and subject to Section 163 of the Act, we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by the eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.

Under Section 162 of the Act, and subject to Section 163 of the Act, we may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding; provided we must not make such payments unless it first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by Section 163, the eligible party will repay the amounts advanced.

Under Section 163(1) of the Act, we must not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable under Section 160(a) of the Act, or pay the expenses of an eligible party in respect of that proceeding under Sections 160(b), 161 or 162 of the Act, as the case may be, if any of the following circumstances apply:

●

if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, we were prohibited from giving the indemnity or paying the expenses by our memorandum or articles;

●

if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, we are prohibited from giving the indemnity or paying the expenses by our memorandum or articles;

●

if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the Company or the associated corporation, as the case may be;

●

in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful; or

●

if an eligible proceeding is brought against an eligible party by or on behalf of the Company or by or on behalf of an associated corporation, we must not either indemnify the eligible party against eligible penalties to which the eligible party is or may be liable under Section 160(a) of the Act, or pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the Act, as the case may be, in respect of the proceeding.

Under Section 163(2) of the Act, if an eligible proceeding is brought against an eligible party by or on behalf of the Company or by or on behalf of an associated corporation, we must neither indemnify the eligible party under Section 160(a) of the Act in respect of the proceeding, nor pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the Act in respect of the proceeding.

Under Section 164 of the Act, despite any other provision of Division 5—Indemnification of Directors and Officers and Payment of Expenses under the Act and whether or not payment of expenses or indemnification has been sought, authorized or declined under such Division, the Supreme Court of British Columbia (the “Court”) may, on application of the Company or an eligible party, may:

●

order us to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;

●

order us to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;

●

order the enforcement of, or payment under, an agreement of indemnification entered into by us;

●

order us to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under Section 164 of the Act; or

●

make any other order the court considers appropriate.

Section 165 of the Act provides that we may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation.

Under our articles, and subject to the Act, we must indemnify a director, former director or alternate director and his or her heirs and personal or other legal representatives against all eligible penalties to which such person is or may be liable, and we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in our articles.

Under our articles, and subject to the Act, we may agree to indemnify and may indemnify any person (including an eligible party). We have entered into indemnity agreements with our directors and officers.

Pursuant to our articles, the failure of a director, alternate director or officer to comply with the Act or our articles does not, of itself, invalidate any indemnity to which he or she is entitled under our articles.

Under our articles, we may purchase and maintain insurance for the benefit of a person (or his or her heirs or legal personal representatives) who:

●

is or was a director, alternate director, officer, employee or agent of the Company;

●

is or was a director, alternate director, officer, employee or agent of another corporation at a time when such corporation is or was an affiliate of the Company, or

●

at our request, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a corporation or a partnership, trust, joint venture or other unincorporated entity,

against any liability incurred by him or her as a director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

Insofar as indemnification for liabilities arising under the United States Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the United States Securities Act of 1933 and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit Number		Description

5.1		Opinion of Blake, Cassels & Graydon LLP
10.1		Stock Option Plan of Solaris Resources Inc.
23.1		Consent of KPMG LLP
23.2		Consent of Mario E. Rossi
23.3		Consent of Jorge Fierro
23.16		Consent of Blake, Cassels & Graydon LLP (incorporated in Exhibit 5.1 hereto)
24.1		Powers of Attorney filed with the signature pages hereto
107		Filing Fees Table

*	Incorporated by reference herein

Item 9. Undertakings.

(a)	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represents no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, on this 14th day of November, 2024.

	Solaris Resources Inc.

	/s/ Daniel Earle
	Name:	Daniel Earle
	Title:	Chief Executive Officer
		(Principal Executive and Financial Officer)

Power of Attorney

Each person whose signature appears below constitutes and appoints Daniel Earle and Sunny Lowe, and each of them, either of whom may act without the joinder of the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date

/s/ Daniel Earle	Chief Executive Officer and Director	November 14, 2024
Daniel Earle	(Principal Executive Officer)

/s/ Sunny Lowe	Chief Financial Officer	November 14, 2024
Sunny Lowe	(Principal Financial and Accounting Officer)

/s/ Richard Warke	Chairman of the Board of Directors	November 14, 2024
Richard Warke

/s/ Poonam Puri	Director	November 14, 2024
Poonam Puri

/s/ Donald Taylor	Director	November 14, 2024
Donald Taylor

/s/ Kevin Thomson	Director	November 14, 2024
Kevin Thomson

/s/ Ron Walsh	Director	November 14, 2024
Ron Walsh

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has signed this Registration Statement, solely in his capacity as the duly authorized representative of Solaris Resources Inc. in the United States, in the State of Arizona, on November 14, 2024.

	/s/ Donald Taylor
	Name:	Donald Taylor

EXHIBIT INDEX

Exhibit Number		Description

5.1		Opinion of Blake, Cassels & Graydon LLP
10.1		Stock Option Plan of Solaris Resources Inc.
23.1		Consent of KPMG LLP
23.2		Consent of Mario E. Rossi
23.3		Consent of Jorge Fierro
23.16		Consent of Blake, Cassels & Graydon LLP (incorporated in Exhibit 5.1 hereto)
24.1		Powers of Attorney filed with the signature pages hereto
107		Filing Fees Table

Exhibit 5.1

November 14, 2024

Reference: 191286/1

Solaris Resources Inc.

Suite 555, 999 Canada Place

Vancouver, British Columbia,

Canada V6C 3E1

RE:

Solaris Resources Inc. – Registration Statement on Form S-8

Dear Sirs/Mesdames:

We have acted as Canadian counsel to Solaris Resources Inc., a company formed under the laws of the Province of British Columbia (the “Company”), in connection with the preparation and filing with the United States Securities and Exchange Commission of a Registration Statement (the “Registration Statement”) on Form S-8 under the United States Securities Act of 1933, as amended (the “Act”).

The purpose of the Registration Statement is to register the offer and sale of up to 16,256,549 common shares of the Company (the “Shares”) pursuant to the exercise of options (the “Options”) that are outstanding or that may be granted pursuant to the Company’s stock option plan dated June 20, 2018, as amended on November 12, 2024 (the “Option Plan”).

We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Notice of Articles and Articles of the Company and resolutions of the directors of the Company and the shareholders of the Company with respect to the matters referred to herein. We have also examined such certificates of public officials, officers of the Company, corporate records and other documents as we have deemed necessary as a basis for the opinion expressed below. In our examination of such documents, we have assumed the authenticity of all documents submitted to us as certified copies or facsimiles thereof.

Our opinions herein are limited to the laws of British Columbia and the federal laws of Canada applicable therein.

Based upon the foregoing, and provided that all necessary corporate action has been taken by the Company to authorize the issuance of the Options, upon the due exercise of the Options granted pursuant to and in accordance with the Option Plan, the Shares underlying the Options will be validly issued as fully paid and non-assessable.

Consent is hereby given to the use of our name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Yours truly,

(signed) “Blake, Cassels & Graydon LLP”

Exhibit 10.1

SOLARIS RESOURCES INC.

STOCK OPTION PLAN

Effective Date: June 20, 2018

Amended to: November 12, 2024

INTERPRETATION

1.1 Defined Terms - For the purposes of this Plan, the following terms shall have the following meanings:

(a)

“Affiliate” shall have the meaning ascribed to such term in the policy manual of the Exchange;

(b)

“Blackout Period” means a Company imposed period of time preventing officers, directors, Consultants and employees from exercising options;

(c)

“Board” means the Board of Directors of the Company;

(d)

“Certificate” means a Stock Option Certificate in the form attached as Appendix “A” hereto;

(e)

“Change of Control” means the occurrence of any of the following events:

(i)

the direct or indirect acquisition or conversion of more than 50% of the issued and outstanding shares of the Company by a Person or group of Persons acting in concert, other than through an employee share purchase plan or employee share ownership plan and other than by Persons who are or who are controlled by, the shareholders of the Company on the Effective Date;

(ii)

a merger, amalgamation or arrangement of the Company or of the voting shares of the Company where the shareholders of the Company immediately prior to the consummation of the transaction do not hold greater than 50% of the voting shares of the resulting merged, amalgamated or arranged company, as applicable, immediately following such consummation; or

(iii)

a sale by the Company of greater than 50% of the fair market value of the assets of the Company, through one or a series of transactions, to an entity that is not controlled by either the shareholders of the Company in the same proportions as immediately prior to the consummation of the transaction or by the Company;

(f)

“Committee” means a committee of the Board appointed in accordance with this Plan, or if no such committee is appointed, the Board itself;

(g)

“Company” means Solaris Resources Inc.;

(h)

“Consultant” means an individual or Consultant Company, other than an employee, a director or an officer of the Company, that:

(i)

is engaged to provide on a bona fide basis, consulting, technical, management or other services to the Company or an Affiliate, other than services provided in relation to a distribution;

(ii)

provides the services under a written contract between the Company or an Affiliate of the Company and the individual or the Consultant Company;

(iii)

in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention to the affairs and business of the Company or an Affiliate; and

(iv)

has a relationship with the Company or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Company;

(i)

“Consultant Company” means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner;

(j)

“Date of Grant” means the date on which a grant of an Option is effective;

(k)

“Disability” means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months which causes an individual to be unable to engage in any substantial gainful activity, subject to the duty to accommodate if applicable;

(l)

“Disposed Options” has the meaning given to that term under Section 7.8;

(m)

“employee” means an individual who is considered an employee of the Company or any of its Subsidiaries under the Income Tax Act (Canada);

(n)

“Effective Date” means the effective date of this Plan, which is the date of its approval by the shareholders of the Company;

(o)

“Exchange” means such stock exchange that the Shares of the Company may be listed upon;

(p)

“Guardian” means the guardian, if any, appointed for an Optionee;

(q)

“Insider” has the meaning ascribed to it in the policy manual of the Exchange;

(r)

“Market Price” means an amount which is not less than the closing market price for the Company’s Shares on the trading day prior to the date of grant of the Options; provided, however, that in the event that such Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion;

(s)

“Net Settlement” has the meaning given to that term under Section 7.8;

(t)

“Notice of Net Settlement” means the notice of Net Settlement form as set out in Appendix B;

(u)

“Option” means an option to purchase Shares granted pursuant to the terms of this Plan;

(v)

“Option Price” means the exercise price per Share for an Option which shall be expressed in Canadian funds;

(w)

“Optionee” means a Person to whom an Option has been granted;

(x)

“Person” means a natural person, company, government, or political subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group shall be deemed to be a Person;

(y)

“Plan” means this stock option plan of the Company, as may be amended from time to time;

(z)

“Qualified Successor” means a Person who is entitled to ownership of an Option or is the executor of an Optionee’s estate upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;

(aa)

“Shares” means the common shares in the capital of the Company;

(bb)

“Share Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise;

(cc)

“Subsidiary” means any corporation or company of which outstanding securities to which are attached more than 50% of the votes that may be cast to elect directors thereof are held (provided that such votes are sufficient to elect a majority of such directors), other than by way of security only, by or for the benefit of the Company and/or for the benefit of any other corporation or company in like relation to the Company, and include any corporation or company in like relation to a Subsidiary;

(dd)

“Term” means the period of time during which an Option may be exercised; and (ee) ”Withholding Obligations” has the meaning given to that term under Section 7.5.

1.2 Any question relating to interpretation of the Plan or any Option shall be determined by the Board or Committee and such determination shall be final and binding upon all Persons.

STATEMENT OF PURPOSE

2.1

Principal Purposes - The principal purposes of the Plan are to:

(a)

provide the Company with the advantages of the incentive inherent in share ownership on the part of employees, officers, directors, and Consultants responsible for the continued success of the Company;

(b)

to create in such Persons a proprietary interest in, and a greater concern for, the welfare and success of the Company;

(c)

encourage such individuals to remain with the Company; and

(d)

to attract and retain qualified employees, officers, directors and Consultants to the Company.

2.2 Benefit to Shareholders - The Plan is expected to benefit shareholders by closely aligning the personal interest of the Company’s directors, officers, employees and Consultants with those of the shareholders by providing them with the opportunity, through options, to acquire Shares in the capital of the Company and to attract and retain personnel of the highest caliber by offering such personnel an opportunity to participate in any increase in value of the Shares resulting from their efforts.

ADMINISTRATION

3.1 Board or Committee - The Plan shall be administered by the Board or by a Committee appointed in accordance with Section 3.2 below.

3.2 Appointment of Committee - The Board may at any time appoint a Committee, consisting of not less than three of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. In the absence of the appointment, of a Committee by the Board, then the Board shall administer the Plan.

3.3 Quorum and Voting - A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Section 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. No member of the Committee who is a director to whom an Option may be granted may participate in the decision to grant such Option (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee in which action is taken with respect to the granting of an Option to him).

3.4 Powers of Committee - Any Committee appointed under Section 3.2 above shall have the authority to do the following:

(a)

administration of the Plan in accordance with its terms;

(b)

determination of all questions arising in connection with the administration, interpretation, and application of the Plan, including all questions relating to the value of the Shares;

(c)

correction of any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

(d)

prescription, amendment and rescission of rules and regulations relating to the administration of the Plan;

(e)

determination of the duration and purpose of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Plan;

(f)

do the following with respect to the granting of Options:

(i)

determination of the employees, officers, directors or Consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan,

(ii)

determination of the terms and provisions of the Option which shall be entered into with each Optionee (which need not be identical with the terms of any other Option),

(iii)

determination of when Options shall be granted,

(iv)

determination of the number of Shares subject to each Option; and

(g)

make all other determinations necessary or advisable for administration of the Plan.

3.5 Obtain Approvals - The Committee will obtain any regulatory, stock exchange or shareholder approvals which may be required pursuant to applicable securities laws or the rules of any stock exchange or over the counter market on which the Shares are listed.

3.6 Administration by Committee - All determinations made by the Committee in good faith on matters referred to in Section 3.4 shall be final, conclusive and binding upon all Persons. The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan. In addition, the Committee’s administration of the Plan shall in all respects be consistent with the policies and rules of any stock exchange or quotation system on which the Shares are listed.

ELIGIBILITY

4.1 Eligibility for Options - Options may be granted to any employee, officer, director or Consultant, of the Company or any Affiliate.

4.2 TSX Participation Limit – If and for so long as the Company’s Shares are listed on the Toronto Stock Exchange, notwithstanding Section 4.1hereof:

(a)

the number of Shares issuable to Insiders, at any time, under the Plan, together with the aggregate number of Shares issuable to Insiders under any other Share Compensation Arrangement, shall not exceed 10% of the Company’s total issued and outstanding share capital; and

(b)

the number of Shares issued to Insiders under the Plan, together with the aggregate number of Shares issued to Insiders under any other Share Compensation Arrangement, within a one year period shall not exceed 10% of the Company’s total issued and outstanding share capital.

4.3 TSXV Participation Limit - If and for so long as the Company’s Shares are listed on the TSX Venture Exchange, notwithstanding Section 4.1 hereof:

(a)

a Person can receive Option grants of no more than 5% of the issued and outstanding share capital of the Company in any 12 month period, with the exception of: (i) a Consultant who may not receive Option grants of more than 2% of the issued and outstanding share capital of the Company in any 12 month period; and (ii) Persons retained by the Company to provide Investor Relations Activities who may not receive Option grants of more than 2% of the issued and outstanding share capital of the Company in any 12 month period; and

(b)

the number of Options issued to Insiders under the Plan, within a one year period shall not exceed 10% of the Company’s total issued and outstanding share capital.

4.4 No Violation of Securities Laws - No Option shall be granted to any Optionee unless the Board or Committee has determined that the grant of such Option and the exercise thereof by the Optionee will not violate the securities law of the jurisdiction in which the Optionee resides.

SHARES SUBJECT TO THE PLAN

5.1 Number of Shares – The Board or Committee, from time to time, may grant Options to purchase Shares under the Plan, to be made available from authorized, but unissued, Shares. The maximum number of Shares issuable under the Plan shall be adjusted, where necessary, to take account of the events referred to in Section 10 hereof. In no event will the maximum number of Shares issuable under the Plan exceed 10% of the issued Shares of the Company outstanding at the time of grant. After this Plan becomes effective all Options issued by the Company must be made pursuant to the terms of this Plan until the Plan is terminated.

5.2 Calculation of Number of Shares - For the purposes of calculating the maximum aggregate number of Shares which may be reserved for issuance under the Plan pursuant to Section 5.1, the following will apply:

(a)

at the time of any grant under this Plan, all outstanding Options shall be treated as though they were Options granted under this Plan;

(b)

any Shares in respect of which Options have terminated or expired without having been exercised may be made the subject of a further Option or Options under this Plan; and

(c)

the number of Shares in respect of which previously granted Options have been exercised shall not be deducted from the number of Shares which may be reserved for issuance under this Plan in accordance with Section 5.1.

In this Section 5.2, the term “Option” shall include options granted to any Person who at the time of grant was in the class of Persons described in Section 4.1, whether granted under this Plan or any other previous plan or grant.

5.3 Reservation of Shares - The Company will at all times reserve for issuance and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

OPTION TERMS

6.1 Option - With respect to each Option to be granted to an Optionee, the Board or Committee shall specify the following terms in the Option between the Company and the Optionee:

(a)

the Date of Grant;

(b)

subject to Section 9.1 the Term, provided that the length of the Term shall in no event be greater than ten years following the Date of Grant;

(c)

the Option Price, provided that the Option Price shall not be less than the Market Price;

(d)

any vesting schedule contained in the Certificate upon which the exercise of an Option is contingent; provided that, subject to compliance with the policies of the Exchange, the Board or Committee shall have complete discretion with respect to the terms of any such vesting schedule, including, without limitation, discretion to:

(i)

permit partial vesting in stated percentage amounts based on the Term of such Option; and

(ii)

permit full vesting after a stated period of time has passed from the Date of Grant;

(e)

if the Optionee in respect of an Option grant is an employee, a representation by the Company and the Optionee that the Optionee is a bona fide employee of the Company or Subsidiary of the Company, consultant or management company employee; and

(f)

such other terms and conditions as the Board or Committee deems advisable and are consistent with the purposes of this Plan.

The Company will deliver to the Optionee a Certificate in the form attached hereto as Appendix “A” detailing the terms of his or her Option, or in such other form as the Board or the Committee shall determine from time to time.

6.2 Uniformity - Except as expressly provided herein, nothing contained in this Plan shall require that the terms and conditions of Options granted under the Plan be uniform.

EXERCISE OF OPTION

7.1 Method of Exercise - Subject to any limitations or conditions imposed upon an Optionee pursuant to the Certificate or Section 6 hereof, an Optionee may exercise an Option by giving written notice thereof to the Company at its principal place of business.

7.2 Vesting - The Board or Committee, subject to the policies of the Exchange, may determine and impose terms upon which each Option shall become vested. No unvested Options may be exercised by an Optionee. An Optionee has no entitlement to compensation in respect of unvested, non-exercised and/or terminated Options, nor any claim for damages in lieu thereof, except as otherwise expressly required by minimum standards legislation, if applicable.

7.3 Compliance with U.S. Securities Laws - As a condition to the exercise of an Option, the Board or Committee may require the Optionee to make representations and warranties in writing at the time of such exercise in order to establish, to the satisfaction of the Company and its legal counsel, that the Shares may legally be issued in compliance with all applicable U.S. federal and state securities laws. If required by applicable U.S. federal and state securities laws, a stop-transfer order against such Shares shall be placed on the stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, shall be stamped on the certificates representing such Shares. The Board or Committee also may require such other documentation as they, in their sole discretion, may from time to time determine to be necessary to comply with U.S. federal and state securities laws. The Company has no obligation to undertake registration of Options or the Shares of stock issuable upon the exercise of Options.

7.4 Payment of Option Price – Subject to Section 7.8, the notice described in Section 7.1 shall be accompanied by full payment of the aggregate Option Price to the extent the Option is so exercised, and full payment of any amounts the Company determines must be withheld for tax purposes from the Optionee pursuant to the Option in accordance with Section 7.5 hereof. On request, the Company shall provide such withholding information to an Optionee who wishes to exercise Options. Such payment shall be in lawful money (Canadian funds).

7.5 Withholding - The Company may withhold from any amount payable to an Optionee, either under this Plan or otherwise, such amount as it reasonably believes is necessary to enable the Company to comply with the applicable requirements of any federal, provincial, local, or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to Options (“Withholding Obligations”). The Company may also satisfy any liability for any such Withholding Obligations, on such terms and conditions as the Company may determine in its discretion, including by (a) requiring an Optionee, as a condition to the exercise of any Options or acquisition of Shares pursuant to the Net Settlement provisions of Section 7.8, to make such arrangements as the Company may require so that the Company can satisfy such Withholding Obligations including, without limitation, requiring the Optionee to remit to the Company in advance, or reimburse the Company for, any such Withholding Obligations or (b) selling on the Optionee’s behalf, or requiring the Optionee to sell, any Shares acquired by the Optionee under the Plan, or retaining any amount which would otherwise be payable to the Optionee in connection with any such sale.

7.6 Issuance of Certificates - Not later than the third business day after exercise of an Option in accordance with Section 7 hereof, the Company shall issue and deliver to the Optionee a certificate or certificates evidencing the Shares (or uncertificated evidence thereof) with respect to which the Option has been exercised. Until the issuance of such certificate or certificates (or uncertificated evidence thereof), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the certificate (or uncertificated evidence thereof) is issued, except as provided by Section 10 hereof.

7.7 Exercise Restriction - Except as provided pursuant to Sections 8.2, 8.3, 8.4, 8.5, 8.6, 8.7 and 9.1, no Option may be exercised unless the Optionee is, at the time of such exercise, a bona fide employee, officer, director or Consultant, of the Company or any of its Affiliates, as the case may be, and shall have been continuously such a bona fide employee, officer, director or Consultant, as the case may be.

7.8 Net Settlement – If and for so long as the Company’s Shares are listed on the Toronto Stock Exchange, in lieu of exercising the Option by delivery of the exercise notice along with payment of the Option Price as provided in Sections 7.1 and 7.4 hereof, with the prior written approval of the Company, which may be granted or withheld in its sole discretion, any Optionee may elect to transfer and dispose of a specified number of vested Options to the Company in exchange for a number of Shares having a fair market value equal to the intrinsic value of such vested Options disposed of and transferred to the Company (“Net Settlement”) determined as set forth below in this Section by completing the Notice of Net Settlement set out as Appendix B. The decision of whether or not to permit Net Settlement for any Option is in the sole discretion of the Company and will be made on a case by case basis. Upon the Net Settlement of Options (the “Disposed Options”), the Company shall deliver to the Optionee that number of fully paid and non-assessable Shares (“X”) equal to the number of Shares that may be acquired by the Disposed Options (“Y”) multiplied by the quotient obtained by dividing the result of the Market Price of one Share (“B”) less the Option Price per Share (“A”) by the Market Price of one Share (“B”). Expressed as a formula, such number of Shares shall be computed as follows:

	X = (Y) x	(B - A)
		(B)

No fractional Shares shall be issuable upon the Net Settlement of Options, such Shares will be rounded down to the nearest whole number.

TRANSFERABILITY OF OPTIONS

8.1 Non-Transferable - Except as provided otherwise in this Section 8, Options are non-assignable and non-transferable.

8.2 Death of Optionee - If the employment of an Optionee as an employee or Consultant of the Company or any Affiliate, or the position of an Optionee as a director or officer of the Company or any Affiliate, terminates as a result of his or her death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee or to their estate, as applicable, and shall be exercisable by the Qualified Successor for a period of 1 year following such death in accordance with Section 8.5 below, provided that in no case shall the Term of the Option extend beyond ten years from the Date of Grant.

8.3 Disability of Optionee - If the employment of an Optionee as an employee or Consultant of the Company or any Affiliate, or the position of an Optionee as a director or officer of the Company or any Affiliate, is terminated by the Company or any Affiliate by reason of such Optionee’s Disability, any Option held by such Optionee that could have been exercised immediately prior to such termination of service shall be exercisable by such Optionee, or by his Guardian, for a period of 1 year following the termination of service of such Optionee, provided that in no case shall the Term of the Option extend beyond ten years from the Date of Grant.

8.4 Disability and Death of Optionee - If an Optionee who has ceased to be employed by the Company or any Affiliate by reason of such Optionee’s Disability dies within 30 days after the termination of such employment, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee or to their estate, as applicable, and shall be exercisable by the Qualified Successor for a period of 1 year following the death of such Optionee, provided that in no case shall the Term of the Option extend beyond ten years from the Date of Grant.

8.5 Vesting - Options held by a Qualified Successor or estate or exercisable by a Guardian or a Qualified Successor shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

8.6 Deemed Non-Interruption of Employment - Employment shall be deemed to continue intact during any parental or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee’s right to reemployment with the Company or any Affiliate is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee’s reemployment is not so guaranteed, then his or her employment shall be deemed to have terminated on the ninety-first day of such leave.

TERMINATION OF OPTIONS

9.1 Termination of Options - To the extent not earlier exercised or terminated in accordance with Section 8 above, an Option shall terminate at the earliest of the following dates:

(a)

the termination date specified for such Option in the Certificate, conditional upon the termination date occurring during a Blackout Period or within two business days after the end of a Blackout Period, in which case the termination date would be extended to the tenth (10th) business day after the end of such Blackout Period;

(b)

where the Optionee’s position as an employee, Consultant, director or officer of the Company or any Affiliate is terminated for cause, the date of such termination for cause, or such later date as required to comply with minimum standards legislation, if applicable;

(c)

unless the Board determines otherwise, where the Optionee’s position as an employee, Consultant, officer or director of the Company or any Affiliate terminates for a reason other than the Optionee’s Disability, death, or termination for cause, 30 days after such date of termination, provided that (i) other than as provided for in Sections 10.2 and 10.3, all unvested Options held by the Optionee shall be terminated immediately on the date of termination and shall no longer be exercisable as of the date of termination and (ii) if an Optionee’s position with the Company changes from one of the said categories (the “Original Category”) to another category, such change shall constitute termination for the purpose of Section 9.1(c)(i) unless otherwise determined by the Board in its sole discretion. For greater certainty, the date of termination is the last day the Optionee provided actual services to the Company, and in the case where an Optionee’s position with the Company changes from the Original Category to another category, the date of termination is the last day the Optionee provided actual services to the Company in the Original Category, and does not include any period of additional notice at contract or common law, but shall include the statutory notice period where required by minimum standards legislation, if applicable; and

(d)

the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1 above.

10.

ADJUSTMENTS TO OPTIONS

10.1 Alteration in Capital Structure – If there is any change in the Shares through or by means of a declaration of stock dividends of the Shares or consolidations, subdivisions or reclassifications of the Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option and the Option Price therefor shall be adjusted proportionately by the Board and, if required, approved by the Exchange or any other stock exchange having authority over the Company or the Plan, and such adjustment shall be effective and binding for all purposes of the Plan.

10.2 Effect of Amalgamation, Merger or Arrangement – If the Company amalgamates, merges or enters into a plan of arrangement with or into another corporation, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement if the Optionee had exercised his Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan. Notwithstanding the foregoing, in the circumstances described above in this Section, the Board may in its discretion permit the accelerated vesting and early exercise of the then outstanding Options in connection with the completion of the transaction so referred to. Upon the giving of such notice, the Optionees shall be entitled to exercise their Options at any time prior to the completion of such transaction. Unless the Board determines otherwise, at the time of completion of such transaction, any Options that have not been exercised shall immediately expire and cease to have any force or effect.

10.3 Acceleration on Change of Control – Upon a Change of Control or such other event as provided for in an Optionee’s employment agreement with the Company, all Options shall become immediately exercisable, notwithstanding any vesting provisions to which such Options may have otherwise been subject.

10.4 Acceleration of Date of Exercise – The Board shall have the right to accelerate the date of vesting of any portion of any Option which remains unvested.

10.5 Determinations to be made by Board – Adjustments and determinations under this Section 10 shall be made by the Board, whose decisions as to the adjustments or determination which shall be made, and the extent thereof, shall be final, binding, and conclusive.

10.6 Effect of a Take-over - If a bona fide offer (the “Offer”) for Shares is made to an Optionee or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of the British Columbia Securities Act, as amended from time to time, the Company shall, subject to Board approval, notify each Optionee of full particulars of the Offer, whereupon any Option held by an Optionee may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise (the “Optioned Shares”) to the Offer. If:

(a)

the Offer is not completed within the time specified therein; or

(b)

all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror pursuant thereto;

the Optioned Shares or, in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Company under this Section, the Company shall refund the Option Price to the Optionee for such Optioned Shares.

11.

TERMINATION AND AMENDMENT OF PLAN

11.1 Power of the Board to Terminate or Amend Plan - Subject to Sections 11.2 and 11.3 and the acceptance of the Exchange, the Board may terminate, suspend or amend the terms of the Plan, or any Option in any manner without consent or approval from any Optionee or shareholder of the Company, including without limitation:

(a)

to make any amendment of a typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake, or error or omission in this Plan;

(b)

to change the provisions relating to the manner of exercise of Options, including changing or adding any form of financial assistance provided by the Company, or adding or amending provisions relating to a cashless exercise of Options which provisions so added or amended provide for a full deduction of the underlying Shares from the maximum number reserved for issuance under this Plan;

(c)

to change the terms, conditions and mechanics of grant, vesting, exercise and early expiry of Options, provided that no such change may extend the Term of Options granted to Insiders (except as provided in Section 9.1);

(d)

to change the provisions for termination of Options so long as the change does not permit the Company to grant an Option with a Term of more than 10 years or extend the Term of an outstanding Option granted to an Insider (except as provided in Section 9.1);

(e)

to change the class of participants eligible to participate under the Plan; and

(f)

to make any addition to, deletion from or alteration of the provisions of this Plan that are necessary to comply with applicable law or the requirements of any regulatory or governmental agency or applicable stock exchange and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of the Plan.

11.2 Shareholder Approval to Amend Plan – Notwithstanding any provisions to the contrary, the Board may not do any of the following without obtaining approval by the affirmative votes of the holders of a majority of the voting securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable corporate laws (excluding, to the extent required pursuant to any applicable rules or regulations of any stock exchange on which the Shares are listed, votes of securities held directly or indirectly by Insiders benefiting from the amendment):

(a)

reduce the exercise price of Options granted to Insiders, if the holder of such Options is an Insider of the Company at the time of such proposed amendment;

(b)

modify the provisions of Section 4.2 or 4.3;

(c)

extend the Term of Options granted to Insiders (except as provided in Section 9.1), if the holder of such Options is an Insider of the Company at the time of such proposed amendment;

(d)

increase the maximum number of Shares issuable under the Plan to exceed 10% of the issued Shares of the Company outstanding at the time of grant, determined in accordance with Section 5; or

(e)

modify the provisions of this Section 11.2;

despite the foregoing, the Board may amend the terms of the Plan to comply with the requirements of any regulatory or governmental agency or applicable stock exchange or as a result in the changes in the policies of the Exchange relating to incentive stock options, without obtaining the approval of the Company’s shareholders.

11.3 No Grant During Suspension of Plan - No Option may be granted during any suspension, or after termination, of the Plan. Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.

12.

CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

12.1 Compliance with Laws - Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, any applicable Canadian provincial and federal and United States state and federal securities laws, the rules and regulations thereunder, requirements of any stock exchange or quotation system upon which such Shares may then be listed, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any Shares under this Plan, or the unavailability of an exemption from registration for the issuance and sale of any Shares under this Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such Shares.

13.

USE OF PROCEEDS

13.1 Use of Proceeds - Proceeds from the sale of Shares pursuant to the Options granted and exercised under the Plan shall constitute general funds of the Company and shall be used for general corporate purposes, or as the Board otherwise determines.

14.

NOTICES

14.1 Notices - All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and shall be either served personally on the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such service; emailed, in which case notice shall be deemed to have been given on the date the email was sent; faxed, in which case notice shall be deemed to have been duly given on the date the fax is sent; or mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the tenth postal delivery day following the date of such mailing.

15.

MISCELLANEOUS PROVISIONS

15.1 No Obligation to Exercise - Optionees shall be under no obligation to exercise Options granted under this Plan.

15.2 No Obligation to Retain Optionee - Nothing contained in this Plan shall obligate the Company or any Affiliate to retain an Optionee as an employee, officer, director, or Consultant for any period, nor shall this Plan interfere in any way with the right of the Company or any Affiliate to reduce such Optionee’s compensation.

15.3 Duration of the Plan – Subject to the provisions of Section 11, the Plan shall remain in effect until all Options granted under the Plan have expired pursuant to the provisions of the Plan or have been satisfied by the issuance of Shares or the payment of cash.

15.4 Binding Agreement - The provisions of this Plan and each Option with an Optionee shall be binding upon such Optionee and the Qualified Successor or Guardian of such Optionee.

15.5 Use of Terms - Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

15.6 Headings - The headings used in this Plan are for convenience of reference only and shall not in any way affect or be used in interpreting any of the provisions of this Plan.

15.7 No Representation or Warranty - The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of this Plan.

15.8 Plan Subject to Exchange Policies - The provisions of this Plan are subject to the relevant policies of the Exchange.

15.9 No Right to Employment - This Plan shall not be interpreted as either an employment or trust agreement. Nothing in this Plan nor any Committee guidelines nor any action taken hereunder shall be construed as giving any Person the right to be retained in the continued employ or service of the Company or any of its subsidiaries, or giving any Person or any other person the right to receive any benefits not specifically expressly provided in this Plan nor shall it interfere in any way with any other right of the Company to terminate the employment or service of any Person at any time.

15.10 No Right to Compensation or Damages – The Optionee has no right to compensation, or damages in lieu thereof, in respect of Options which are not exercised or are terminated in accordance with this Plan.

16.

EFFECTIVE DATE OF PLAN

16.1 Effective Date of Plan - This Plan shall be effective as of the Effective Date, as defined herein.

16.2 Amendments - Any amendments to this Plan shall be effective on the date they are approved by the Board; provided, however, that if any such amendments require the approval of any Exchange, they shall only be effective when so approved; and further provided that no amendments requiring approval by the shareholders of the Company shall be effective unless and until such approval is obtained.

APPENDIX A

SOLARIS RESOURCES INC.

STOCK OPTION CERTIFICATE

(the “Certificate”)

Date:	●

To:	●

Re: Grant of Stock Option

This Certificate certifies that Solaris Resources Inc. (the “Company”) has granted to you an option (the “Option”) to purchase common shares in the capital of the Company pursuant to the Company’s Stock Option Plan (the “Plan”) established by the Company or any successor plan thereto, as amended from time to time in accordance with its terms.

Your Option is subject to the terms and conditions of the Plan which are deemed to be incorporated in this Certificate, and to the following specific provisions:

Date of Grant:	●

Type of Grant:	Stock Option.

Number of Options:	●

Option Price:	$●per share.

Term of Option:	●.

Option Vesting Schedule:	●.

THE EXERCISE OF THIS OPTION IS SUBJECT TO THE TERMS AND RESTRICTIONS SET OUT IN THE STOCK OPTION PLAN. TERMS HAVE THE MEANING AS SET OUT IN THE STOCK OPTION PLAN.

Any shares issued to you as a result of the exercise of your Option will be issued under an exemption from the prospectus requirements of the Securities Act (British Columbia) (the “Act”). The sale by you of those shares is subject to resale rules pursuant to applicable Canadian securities laws.

If you are a resident of the United States, you are also reminded that this Option may not be exercised except pursuant to an effective registration statement under the United States Securities Act of 1933, as amended, and all applicable U.S. state securities laws, or pursuant to available exemptions from such registration requirements.

You may exercise the Option in whole or in part, from time to time, by delivering to the Company a notice on the form attached as Exhibit “A” to this Certificate. Such notice must be accompanied by (i) a certified cheque, bank draft or wire payment payable to the Company for the full amount of the Option Price for the Options then being exercised together with the withholding amounts referred to in Section 7.5 of the Plan or (ii) a Notice of Net Settlement in the form of Appendix “B” to the Plan.

Upon such payment or delivery, the Company shall issue and deliver or cause to be issued and delivered to you share certificates in your name for the number of Options so exercised.

	SOLARIS RESOURCES INC.

	Per:

	Authorized Signatory

This is EXHIBIT “A” to

a Stock Option Certificate

granted by Solaris Resources

Inc. to ●

To:

Solaris Resources Inc.

Re:

Stock Option Certificate dated ● granted to the undersigned by Solaris Resources Inc. (the “Stock Option Certificate”)

The undersigned hereby gives notice under the Stock Option Certificate of exercise of the Option (as defined in the Stock Option Certificate) with respect to the number of Options designated below and encloses a certified cheque, bank draft or confirmation of wire payment in the designated amount representing payment in full for those shares.

Number of Options exercised:	__________________________________

Option Price:	__________________________________

Total Purchase Price:	__________________________________

In order to satisfy the Withholding Obligation (as defined in the Company’s Stock Option Plan), I hereby:

☐ (a) enclose a certified cheque, bank draft or confirmation of wire payment payable to Solaris Resources Inc. for the estimated Withholding Obligation and agree that I will reimburse the Company for any amount by which the actual Withholding Obligation exceeds the estimated Withholding Obligations; or

☐ (b) advise the Company that [Name of Brokerage Firm] (the “Broker”) will provide the Company with the estimated Withholding Obligation in respect of the above Options in exchange for certificates representing such number of shares to be issued upon due exercise of the above Options that have been sold by the Broker for my account. Upon confirmation of the number of shares sold by the Broker, I hereby direct you to deliver the applicable share certificates to the Broker. I agree that I will reimburse the Company for any amount by which the actual Withholding Obligation exceeds the estimated Withholding Obligation.

Please prepare the share certificates, if any, issuable in connection with this exercise in the following name(s):

___________________________________

Dated this day of , 20 .


	Signature of Optionee


	Full Name - Please Print


	Residential Address

APPENDIX B

NOTICE OF NET SETTLEMENT

Date:

●

To:

Solaris Resources Inc.

The undersigned hereby requests, pursuant to the Solaris Resources Inc. (the “Company”) stock option plan (the “Plan”), the Company accept the transfer, disposition and surrender of the right to exercise _________________vested Options in exchange for, subject to the terms of the Plan and the Options, the number of Shares representing the fair market value of the Options disposed of and transferred to the Company pursuant to the net settlement provisions set out in Section 7.8 of the Plan (the “Net Settlement Provisions”).

The undersigned, subject to the terms of the Plan and the Options, is requesting to receive the fair market value of the Options in Shares pursuant to the Net Settlement Provisions.

The undersigned directs the Company to either issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the following address or to provide sufficient evidence to the undersigned’s broker of the ownership of such Shares pursuant to the brokerage information provided separately to the Company in connection with this Option excercise:

___________________________________________________

By executing this Notice of Net Settlement the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan, including, without limitation, the withholding provisions in Section 7.5 thereof. All terms not otherwise defined in this Notice of Net Settlement will have the meanings given to them under the Plan.

DATED the ______________________day of , .

Signature of Optionee

Name of Optionee (please print)

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Solaris Resources Inc.

We, KPMG LLP, consent to the use of:

●

Our report dated March 28, 2024 on the consolidated financial statements of Solaris Resources Inc. (the “Entity”), which comprise the consolidated statements of financial position as at December 31, 2023 and December 31, 2022, the consolidated statements of net loss and comprehensive loss, cash flows and changes in equity for the years ended December 31, 2023 and December 31, 2022, and notes to the consolidated financial statements, including a summary of material accounting policy information; and

●

Our report dated March 30, 2023 on the consolidated financial statements of the Entity, which comprise the consolidated statements of financial position as at December 31, 2022 and December 31, 2021, the consolidated statements of net loss and comprehensive loss, cash flows and changes in equity for the years ended December 31, 2022 and December 31, 2021, and notes to the consolidated financial statements, including a summary of significant accounting policies;

each of which is incorporated by reference herein in the Registration Statement on Form S-8 dated November 14, 2024 of the Entity.

//s// KPMG LLP

Chartered Professional Accountants

November 14, 2024

Vancouver, Canada

Exhibit 23.2

November 14, 2024

VIA EDGAR

United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re:	Solaris Resources Inc. (the “Company”)
	Form S-8 - Consent of Expert

In connection with the Company’s registration statement on Form S-8 (the “Registration Statement”), I, Mario E. Rossi, P. Geo, of GeoSystems International Inc., hereby consent to being named as a qualified person, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects, in the Registration Statement, including the documents incorporated by reference therein, and to the use of my name in connection with references to my involvement in the preparation of the technical report entitled “Mineral Resource Estimate Update NI 43-101 Technical Report Warintza Project, Ecuador” with an effective date of July 1, 2024 and a report date of September 5, 2024 (the “Technical Report”) and to references to the Technical Report, or portions thereof, in the Registration Statement, including the documents incorporated therein by reference, and to the inclusion of information derived from those sections of the Technical Report that I am responsible for preparing, in the Registration Statement, including the documents incorporated therein by reference.

Yours truly,

/s/ Mario E. Rossi
Mario E. Rossi, P. Geo
GeoSystems International Inc.

Exhibit 23.3

November 14, 2024

VIA EDGAR

United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re:	Solaris Resources Inc. (the “Company”)
	Form S-8 - Consent of Expert

In connection with the Company’s registration statement on Form S-8 (the “Registration Statement”), I, Jorge Fierro, M.Sc., DIC, PG, Vice President Exploration of the Company and a “qualified person”, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects, hereby consent to the use of my name in connection with references to my involvement in the preparation of certain technical information in the Registration Statement, including the documents incorporated therein by reference, to references to such technical information in the Registration Statement, including the documents incorporated therein by reference, and to the inclusion of such technical information in the Registration Statement, including the documents incorporated therein by reference.

Yours truly,

/s/ Jorge Fierro
Jorge Fierro, M.Sc., DIC, PG

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Solaris Resources Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Proposed

Maximum

Security

Fee

Offering

Aggregate

Amount of

Security

Class

Calculation

Amount

Price Per

Offering

Fee

Registration

Type

Title

Rule

Registered

Unit

Price

Rate

Fee

Equity

Common Shares, no par value to be issued pursuant to options to be granted under the Plan

Rule 457(c) and (h)

4,026,549

⁽¹⁾⁽²⁾

2.2775

⁽³⁾

9,170,465.35

$153.10 per $1,000,000

1,404.00

Equity

Common Shares, no par value to be issued pursuant to outstanding options under the Plan

Rule 457(h)

12,230,000

⁽¹⁾⁽⁴⁾

2.7838

⁽⁵⁾

34,045,874.00

$153.10 per $1,000,000

5,212.42

Total Offering Amounts

43,216,339.35

6,616.42

Total Fee Offsets

Net Fee Due

6,616.42

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Common Shares, no par value (the “Common Stock”) of Solaris Resources Inc. (the “Registrant”) that become issuable under the Solaris Resources Inc. Stock Option Plan (the “Plan”) to prevent dilution in the event of stock splits, stock dividends or similar transactions.

(2)	Represents Common Stock to be issued upon exercise of options to be granted under the Plans.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on NYSE American, on November 13, 2024.

(4)	Represents Common Stock to be issued upon exercise of outstanding options granted under the Plans.

(5)	Based on the weighted average exercise price of the outstanding options of $2.7838 (based on a weighted average exercise price of C$3.8918, converted to US$ at a rate of C$1.3980:US$1).

Solaris Resources (AMEX:SLSR)
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