Augusta Ozama Investment LP Files SC 13D for Solaris Resources

TL;DR

**Augusta Ozama Investment LP just filed a 13D on Solaris Resources. Big move incoming?**

AI Summary

Augusta Ozama Investment LP has filed a Schedule 13D, indicating a change in beneficial ownership of Solaris Resources Inc. common shares. The filing was made on June 20, 2024, and relates to an event on June 11, 2024. Augusta Ozama Investment LP is based in Vancouver, Canada.

Why It Matters

This filing signals a potential shift in control or significant stake-building in Solaris Resources Inc. by Augusta Ozama Investment LP, which could influence the company's future strategic decisions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions like takeovers or activist campaigns, introducing uncertainty.

Key Players & Entities

• Augusta Ozama Investment LP (company) — Filing entity
• Solaris Resources Inc. (company) — Subject company
• Richard Warke (person) — Contact person for Solaris Resources Inc.
• Jason K. Brenkert (person) — Copy to contact at Dorsey & Whitney LLP

FAQ

Key Financial Figures

• $0.80 — Options are exercisable at a price of C$0.80 per share, expire on January 2, 2025, a
• $4.90 — Options are exercisable at a price of C$4.90 per share, expire on November 2, 2025,
• $5.94 — Options are exercisable at a price of C$5.94 per share, expire on February 24, 2028,
• $1.20 — chard Warke exercised 6,548 Options at C$1.20 per share. The options were granted Aug

Filing Documents

• sch13d.htm (SC 13D) — 82KB
• ex10_1.htm (EX-10.1) — 132KB
• ex99_1.htm (EX-99.1) — 5KB
• 0000912282-24-000498.txt ( ) — 220KB

Security and Issuer

Item 1. Security and Issuer. a. Title and Class of Securities: Common Shares, no par value (the "Common Shares") b. Name of Issuer: Solaris Resources Inc. (the "Issuer") c. Address of Issuer's Principal Executive Offices: Suite 555, 999 Canada Place Vancouver, British Columbia V6C 3E1 Canada

Identity and Background

Item 2. Identity and Background. a. Name of Reporting Persons: (1) Augusta Ozama Investment Limited Partnership (2) Richard Warke b. Residence or Business Address (1) Suite 555, 999 Canada Place Vancouver, British Columbia V6C 3E1 Canada (2) Suite 555, 999 Canada Place Vancouver, British Columbia V6C 3E1 Canada c. Occupation (1) Augusta Ozama Investment Limited Partnership is a Canadian limited partnership formed for investment purposes. (2) Richard Warke is executive chairman of the Issuer. d. Convictions During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. Civil Judgments During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which either was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. f. Citizenship (1) Augusta Ozama Investment Limited Partnership is a Canadian limited partnership. (2) Richard Warke is a citizen of Canada

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. (1) Augusta Ozama Investment Limited Partnership acquired the Common Shares pursuant to a reorganization transaction in accordance with section 97(2) of the Income Tax Act (Canada) and subsequent warrant exercise. (2) Richard Warke acquired the Common Shares using personal funds. He acquired the Options (defined below) in consideration of his services as executive chairman of the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction. Mr. Warke exercised Options on June 11, 2024, as discussed in Item 5(c) below, using personal funds. As of the date hereof, Richard Warke beneficially owned 58,972,522 Common Shares and 2,700,000 options to purchase Common Shares of the Issuer (the "Options"). The Options were granted pursuant to the Issuer's Stock Option Plan to the Reporting Person in consideration of his services as executive chairman of the Issuer. The outstanding Options were granted as follows: January 2 2020 – Option Grant On January 2, 2020, the Issuer granted Richard Warke 250,000 Options. The Options are exercisable at a price of C$0.80 per share, expire on January 2, 2025, and are fully vested and exercisable. May 27, 2020 - Option Grant On May 27, 2020, the Issuer granted Richard Warke 1,000,000 Options. The Options are exercisable at a price of C$0.80 per share, expire on May 27, 2025, and are fully vested and exercisable. November 16, 2020 - Option Grant On November 16, 2020, the Issuer granted Richard Warke 950,000 Options. The Options are exercisable at a price of C$4.90 per share, expire on November 2, 2025, and are fully vested and exercisable. February 24, 2023 - Option Grant On February 24, 2023, the Issuer granted Richard Warke 500,000 Options. The Options are exercisable at a price of C$5.94 per share, expire on February 24, 2028, and vest as follows: 1/4 on February 24, 2024; 1/4 on February 24, 2025; 1/4 on February 24, 2026, and 1/4 on February 24, 2027. Except as reported herein and in the Registration Statement, the Reporting Persons do not have any plans which related to or would result in: a. The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Issuer or of any of its subsid

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. a. (1) As of the date hereof, Augusta Ozama Investment Limited Partnership may be deemed to beneficially own 58,543,977 Common Shares, representing approximately 36.2% of the Issuer's Shares (on the basis of 161,848,241 outstanding common shares of the Issuer). (2) As of the date hereof, Richard Warke may be deemed to beneficially own 61,672,522 Common Shares, representing approximately 37.5% of the Issuer's Common Shares (on the basis of 161,848,241 outstanding common shares of the Issuer, plus 2,700,000 Common Shares in aggregate underlying convertible securities which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Act). The holdings are comprised of (i) 115,673 common shares and 2,700,000 options to purchase common shares held directly by Richard Warke, (ii) 26,335 common shares held by Augusta Capital, (iii) 84,500 common shares held by Augusta Investments, (iv) 58,543,977 common shares held by Augusta Ozama Investment Limited Partnership, and (v) 202,037 common shares held by Ozama. Mr. Warke is the sole officer and director of Augusta Capital, Augusta Investments, Augusta Ozama, and Ozama. b. (1) Number of shares as to which Augusta Ozama Investment Limited Partnership has: (i) Sole power to vote or to direct the vote: 58,543,977 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 58,543,977 (iv) Shared power to dispose or direct the disposition: 0 (v) Aggregate amount of shares beneficially owned: 58,543,977 (vi) Percent of class represented in Item (v) above: 36.2% (2) Number of shares as to which Richard Warke has: (i) Sole power to vote or to direct the vote: 61,672,522 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 61,672,522 (iv) Shared power to dispose or direct the disposition: 0 (v) Aggregate amount of shares benefic

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 10.1 Solaris Resources Inc. Stock Option Plan effective June 20, 2018 as amended November 10, 2021 Exhibit 99.1 Joint Filing Agreement dated as of June 20, 2024 by and between Augusta Ozama Investment Limited Partnership and Richard Warke 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. Dated: June 20, 2024 AUGUSTA OZAMA INVESTMENT LIMITED PARTNERSHIP By: /s/ Richard Warke Name: Richard Warke Title: Director of Augusta Capital GP Inc., the General Partner of Augusta Ozama Investment Limited Partnership /s/ Richard Warke Name: Richard Warke

View Full Filing

View this SC 13D filing on SEC EDGAR