Solaris announces proposed spin-out of non-core assets to create Solaris Exploration Inc.

Terms of proposed spin-out

The spin-out is anticipated to occur by way of a plan of arrangement under the Business Corporations Act (British Columbia). Solaris shareholders will vote on the spin-out at a meeting of shareholders (the meeting) to be held on a date to be announced. To be effective, it is expected that the spin-out will require approval by:

• At least 66?% of the votes cast by Solaris shareholders present in person or represented by proxy at the Meeting, which shareholders are entitled to one vote for each Solaris share held.
• If required, a majority of the votes cast by shareholders other than those required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The re-organisation and the spin-out will also be subject to other customary approvals, including approval by the Supreme Court of British Columbia for the spin-out.

After closing of the proposed spin-out, Solaris shares will continue trading on the Toronto Stock Exchange in Canada under the symbol SLS, and on the OTCQB Venture Market in the US under the symbol SLSSF. Solaris Exploration will not be listed on any stock exchange after closing of the spin-out, but Solaris anticipates that Solaris Exploration will apply for a public listing in due course following the spin-out. Any such listing will be subject to Solaris Exploration fulfilling all the requirements of the exchange on which it chooses to seek a public listing. Additional details of the spin-out will be provided to shareholders in due course.