Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Solaris Resources Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
83419D201 (CUSIP Number) |
Richard Warke 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) |
01/01/2025 (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
Augusta Ozama Investment LP | ||||||||
| 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)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
58,543,977.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.85 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage reported in Item 13 is calculated based upon 163,316,994 outstanding shares of Solaris Resources Inc., as of January 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 83419D201 |
| 1 |
Name of reporting person
Warke Richard W | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
61,279,511.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The number of shares reported in Items 7, 9, and 11 includes (i) 322,662 common shares and 2,075,000 fully vested options to purchase common shares held directly by Richard Warke, (ii) 26,335 common shares held by Augusta Capital Corporation ("Augusta Capital"), (iii) 109,500 common shares held by Augusta Investments Inc. ("Augusta Investments"), (iv) 58,543,977 common shares held by Augusta Ozama Investment Limited Partnership, and (v) 202,037 common shares held by Ozama River Corp. ("Ozama"). Mr. Warke is the sole officer and director of Augusta Capital, Augusta Investments, Augusta Ozama Investment Limited Partnership, and Ozama. Beneficial ownership does not include 400,000 Options granted on September 18, 2024 which are exercisable at a price of C$3.30 per share, expire on September 18, 2029, and vest as follows: 1/4 on September 18, 2025; 1/4 on September 18, 2026; 1/4 on September 18, 2027, and 1/4 on September 18, 2028. The percentage reported in Item 13 is calculated on a partially diluted basis based upon 163,316,994 outstanding shares of Solaris Resources Inc., as of January 2, 2025, plus 2,075,000 options to purchase common shares held by Richard Warke, and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares |
| (b) | Name of Issuer:
Solaris Resources Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Neuhofstrasse 5A, Baer,
SWITZERLAND
, 6340. |
| Item 2. | Identity and Background |
| (a) | Richard Warke |
| (c) | Richard Warke is a director of the Issuer. He resigned as Executive Chairman of the Issuer effective January 1, 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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