SOLITARIO RESOURCES CORP. 10-K

Item 3. Legal Proceedings   None   Item 4.  M ine Safety Disclosures   Not applicable       25     PART II   Item 5.  M arket for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   Our common stock trades on the NYSE American exchange under the symbol “XPL” and on the TSX under the symbol “SLR.” Since 2008 trading volume of our common stock on the NYSE American exchange has exceeded the trading volume of our stock on the TSX by a substantial margin.   Shares authorized for issuance under equity compensation plans   On June 18, 2013 Solitario’s shareholders approved the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (the “2013 Plan”). On June 29, 2017, Solitario shareholders approved an amendment to the 2013 Plan, which increased the number of shares of common stock available for issuance under the 2013 Plan from 1,750,000 to 5,750,000. Under the terms of the 2013 Plan, the Board of Directors of Solitario may grant awards to directors, officers, employees and consultants. Such awards may take the form of stock options, stock appreciation rights, restricted stock, and restricted stock units. The terms and conditions of the awards are pursuant to the 2013 Plan and options are granted by the Board of Directors or a committee appointed by the Board of Directors.   On January 24, 2019, the Board of Directors granted 150,000 stock options under the 2013 Plan. These options have a five-year life, vested 25% on the date of grant and vest 25% on each of the next three anniversary dates of the date of grant, have an exercise price of $0.28 per share, and a grant date fair value of $23,000, based upon a Black-Scholes model with an expected volatility of 64%, and a risk-free interest rate of 2.4%.   On April 2, 2020, the Board of Directors granted 1,325,000 stock options under the 2013 Plan. These options have a five-year life, vested 25% on the date of grant and vest 25% on each of the next three anniversary dates of the date of grant, have an exercise price of $0.20 per share, and a grant date fair value of $145,000, based upon a Black-Scholes model with an expected volatility of 67%, and a risk-free interest rate of 0.4%.   Equity Compensation Plan Information as of December 31, 2020: Plan category   Number of securities to be issued upon exercise of outstanding options, warrants and rights     Weighted-average exercise price of outstanding options, warrants and rights (2013 Plan – US$)     Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))   2013 Plan   (a)     (b)     (c)   Equity compensation plans approved by security holders     5,558,000       0.48       141,438   Equity compensation plans not approved by security holders     -       N/A       -                     Total 2013 Plan     5,558,000       0.48       141,438     Holders of our common stock   As of March 5, 2021, we have approximately 3,151 holders of our common stock.   Dividend policy   We have not paid a dividend in our history and do not anticipate paying a dividend in the foreseeable future.   Issuer purchases of equity securities   On October 28, 2015, the Board of Directors authorized a share repurchase program pursuant to which Solitario may acquire up to 2 million of its common shares. All purchases listed were made in open-market transactions through a broker dealer. During 2020 the Board of Directors extended the termination date of the repurchase program to December 31, 2021; however, the repurchase program may be suspended or discontinued at any time and does not obligate us to acquire any particular amount of our shares. During the years ended December 31, 2020 and 2019, we purchased 24,700 and 38,400 shares of our common stock, respectively, for an aggregate purchase price of $5,000 and $13,000, respectively. As of December 31, 2020, we have purchased a total of 994,000 shares of our common stock for an aggregate purchase price of $467,000 under the share repurchase program since its inception.   We did not purchase any shares of our common stock during the three months ended December 31, 2020.   Item 6.  S elected Financial Data   Information requested by this Item is not applicable as we are electing scaled disclosure requirements available to Smaller Reporting Companies with respect to this Item.     26     Item 7.  M anagement's Discussion and Analysis of Financial Condition and Results of Operations   The following discussion should be read in conjunction with the information contained in the consolidated financial statements and notes thereto included in Item 8, "Financial Statements and Supplementary Data." Our financial condition and results of operations are not necessarily indicative of what may be expected in future years.   (a). Effects of COVID-19   As of December 31, 2020, the effects of COVID-19 have not had a material adverse effect on Solitario’s administrative activities as we have only three full-time employees, all of whom can work remotely, and are not required to meet in person on a regular basis. However, our joint-venture partners, Teck at our Lik project and Nexa at our Florida Canyon project, reduced, with our concurrence, the planned exploration activities on these projects for 2020 and are reviewing their 2021 exploration plans on our projects due to several factors. These factors include but are not limited to; (i) our partners’ limited exploration staffing; (ii) the need to put into place safety and operational protocols for COVID-19 and other potential pandemics related to all of their exploration activities; (iii) the ability to reallocate exploration resources to non-site specific tasks, such as data and resource review, and planning for future drilling; and (iv) the ability to modify and or postpone 2021 exploration activities using the interim period to enhance future potential exploration programs. Solitario does not believe these steps by our joint venture partners with regard to 2020 exploration activities or plans for 2021 exploration reflects on the long-term economic potential of either its Lik or Florida Canyon projects.   Because of the uncertainty caused by COVID-19, and the resulting market volatility and unknown long-term effects of COVID-19, Solitario has taken steps to reduce the potential impact of COVID-19 on its liquidity and capital resources by; (i) obtaining the PPP Loan (defined below); (ii) initiating salary reductions for all of its employees; (iii) reducing its contractual amounts owed to contractors; (iv) reducing non-core activities such as travel and investor relations; and (v) reducing or delaying certain capital costs such as equipment replacement. Although the impact of COVID-19 on Solitario’s ability to access capital markets is unknown and may be reduced, Solitario believes the proceeds of the PPP Loan combined with Solitario’s current assets, provide Solitario with the flexibility to continue its on-going operations.   Nonetheless, the extent to which COVID-19 impacts our business, including our exploration and other activities and the market for our securities, will depend on future developments, which are highly uncertain and cannot be accurately predicted at this time. Please see Item 1A, “Risk Factors” contained in this Form 10-K.   (b). Business Overview and Summary   We are an exploration stage company at December 31, 2020 under Industry Guide 7, as issued by the SEC. We were incorporated in the state of Colorado on November 15, 1984 as a wholly owned subsidiary of Crown. In July 1994, we became a publicly traded company on the TSX through our initial public offering. We have been actively involved in mineral exploration since 1993. Our primary focus is the acquisition and exploration of zinc-related exploration mineral properties. However, we evaluate other mineral properties for acquisition, and we have historically held a portfolio of mineral exploration properties and assets for future sale, for joint venture or to create a royalty up to the development stage of the project (development activities include, among other things, completion of a feasibility study for the identification of proven and probable reserves, as well as permitting and preparing a deposit for mining). At that point, or sometime prior to that point, we would likely attempt to sell a given mineral property, pursue its development either on our own or through a joint venture with a partner that has expertise in mining operations, or obtain a royalty from a third party that continues to advance the property. Although our mineral properties may be developed in the future by us, through a joint venture or by a third party, we have never developed a mineral property. In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario also evaluates potential strategic corporate transactions as a means to acquire an interest in new precious and base metal properties and assets with exploration potential as well as other potential corporate transactions and combinations determined to be favorable to Solitario.   Our geographic focus for the evaluation of potential mineral property assets is in North and South America; however, we have conducted property evaluations for potential acquisition in other parts of the world. At December 31, 2020, we consider our carried interest in our Florida Canyon project in Peru and our interest in the Lik project in Alaska to be our core mineral property assets. We are conducting independent exploration activities in Peru and through joint ventures operated by our partners in Peru and the United States. We conduct potential acquisition evaluations in other countries of both South and North America.     27       As of December 31, 2020, we have balances of cash and short-term investments that we anticipate using, in part, to fund planned 2021 exploration, to further the exploration of our Lik project, conduct reconnaissance exploration and to potentially acquire additional mineral property assets. The fluctuations in commodity prices of base and precious metals have contributed to a challenging environment for mineral exploration and development, which has created opportunities as well as challenges for the potential acquisition of advanced mineral exploration projects or other related assets at potentially attractive terms.   In analyzing our activities, the most significant aspect relates to results of our exploration and potential development activities and those of our joint venture partners on a property-by-property basis. When our exploration or potential development activities, including drilling, sampling and geologic testing, indicate a project may not be economic or contain sufficient geologic or economic potential we may impair or completely write-off the property. Another significant factor in the success or failure of our activities is the price of commodities. For example, when the price of zinc is down, the value of zinc-bearing mineral properties decreases; however, when the price of zinc is up it may become more difficult and expensive to locate and acquire new zinc-bearing mineral properties with potential to have economic deposits.   The potential sale, joint venture or development of our mineral properties will occur, if at all, on an infrequent basis. Historically, we have recorded revenues and met our need for capital in the past through (i) the sale of properties and assets; (ii) joint venture payments, including delay rental payments; (iii) a royalty sale on our former Mt. Hamilton property; (iv) the sale of our shares of Vendetta and Kinross common stock; (v) long-term debt secured by our mineral property; (vi) short-term borrowing; and (vii) issuances of common stock. During 2019 we recorded mineral property income of $408,000 from the Royalty Sale (defined below), discussed below. We did not record any mineral property income during 2020. Our last major property asset sale occurred in 2015, when we recorded a gain on the sale of our interest in Mount Hamilton LLC of $12,309,000. During June 2012, we sold a royalty interest in our Mt. Hamilton project to Sandstorm Gold Ltd. for $10,000,000. Previous to the sale of our interest in Mt. Hamilton LLC, our last significant cash proceeds from a property or asset sale were recorded in 2000 upon the sale of our former Yanacocha property for $6,000,000.  Proceeds from the sale or joint venture of properties, although potentially significant when they occur, have not been a consistent annual source of cash and would occur in the future, if at all, on an infrequent basis. We have reduced our exposure to the costs of our exploration activities in the past through the use of joint ventures. Although we anticipate the use of joint venture funding for some of our exploration activities will continue for the foreseeable future, we can provide no assurance that these or other sources of capital will be available in sufficient amounts to meet our needs, if at all.   Royalty sale   On January 22, 2019, we completed the sale of certain royalties (the “Royalty Sale”) to SilverStream for Cdn$600,000. On closing of the Royalty Sale, we received Cdn$250,000 in cash and a convertible note from SilverStream in the principal amount of Cdn$350,000 (the “SilverStream Note”). The SilverStream Note was originally due December 31, 2019, accrued 5% per annum simple interest, payable on a quarterly basis, and was convertible into common shares of SilverStream, at the discretion of SilverStream, by providing us a notice of conversion. In December 2019, Solitario and SilverStream agreed to extend the due date of the SilverStream Note to June 30, 2020, and to increase the interest rate to 8% per annum simple interest. During 2019, we recorded mineral property revenue of $408,000 from the Royalty Sale, consisting of the fair value of the cash received on the date of the sale of $185,000 and the fair value of the SilverStream Note on the date of the sale of $263,000 less the carrying value of the royalties sold of $40,000.   On May 19, 2020, SilverStream completed an initial public offering, including changing its name to Vox Royalty Corp. (“Vox”), and, in accordance with the terms of the SilverStream Note, issued Solitario 137,255 shares of common stock of Vox in full satisfaction of obligations owed under the SilverStream Note. In accordance with the terms of the SilverStream Note, the 137,255 Vox shares were issued at a price of Cdn$2.55 per share, which was at a 15% discount to the initial public offering price of Cdn$3.00 per share. Solitario recorded its initial investment in the Vox common shares at the initial public offering price, or a total of Cdn$412,000 or $294,000. Solitario recorded other income of $44,000 for the gain on the conversion of the SilverStream Note during 2020.   Solitario recorded interest income from the SilverStream Note of $7,000 and $12,000 during 2020 and 2019, respectively.     28       (c). Results of Operations   Comparison of the year ended December 31, 2020 to the year ended December 31, 2019   We had a net loss of $939,000 or $0.02 per basic and diluted share for the year ended December 31, 2020 compared to a loss of $3,289,000 or $0.06 per basic and diluted share for the year ended December 31, 2019. As explained in more detail below, the primary reasons for the decrease in net loss during 2020 compared to 2019 was (i) a decrease in exploration expense to $413,000 during 2020 compared to exploration expense of $1,807,000 during 2019; (ii) a decrease in general and administrative expense to $1,044,000 during 2020 compared to general and administrative expense of $1,368,000 during 2019; (iii) recording other income of $104,000 during 2020, with no comparable amount in 2019; (iv) a realized gain on sale of marketable equity securities of $50,000 during 2020, with no sales of marketable equity securities in 2019; and (v) an unrealized gain on marketable equity securities of $360,000 during 2020 compared to an unrealized loss on marketable equity securities of $711,000 during 2019. Partially offsetting these factors that contributed to the decrease in our net loss in 2020 were the following (i) no mineral property sales or revenue during 2020 compared to mineral property sale revenue of $408,000 from the Royalty Sale during 2019; (ii) a reduction in interest and dividend income to $127,000 during 2020 compared to interest and dividend income of $252,000 during 2019; (iii) mineral property impairment of $6,000 during 2020, with no similar impairment during 2019; and (iv) a loss on derivative instruments of $92,000 during 2020 compared with a loss of $38,000 during 2019. Each of these items is discussed in greater detail below.   Our primary exploration activities during 2020 were related to evaluating new projects for acquisition and reviewing data related to our Florida Canyon and Lik projects. There was significantly less work by us during 2020, with no drilling and almost no outside contract cost compared to 2019 when Nexa was completing the Florida Canyon drilling program, started in 2018 and completed in 2019. Solitario agreed to pay a total of $1,580,000 toward the Drilling Program. We recorded exploration expense of $1,054,000 related to the Drilling Program during 2019 when Nexa completed the second and third tranches of the Drilling Program. In addition, we incurred other exploration expenses at Florida Canyon of $18,000 during 2019 not related to the Drilling Program. During all of 2020 our exploration expense at Florida Canyon was $22,000. Nexa is evaluating the 2021 exploration program at Florida Canyon, however Solitario is not required to provide any of the exploration funding at Florida Canyon during 2021. Solitario incurred $14,000 of exploration expense at our Lik project in Alaska during 2020 which consisted of limited analysis and planning for drilling during 2021 as part of a 50/50 exploration program managed by Teck. This compares to exploration expense of $199,000 at the Lik project during 2019 when Teck completed extensive re-logging, re-mapping and related field work at Lik resulting in the increased costs during 2019 compared to 2020. We are evaluating, along with Teck, a modest drilling program for 2021. The program, if approved, consists of drilling two or three core holes totaling approximately 1,000 meters. Drill targets under consideration include an area approximately one kilometer north of Lik deposit and also below the Lik deposit to test for stacked mineralized horizons. Solitario would be responsible for 50% of the expenditures. During 2020 we made the decision to abandon our La Promesa project in Peru and had essentially no exploration expenditures at La Promesa during 2020 compared to 2019, where we incurred exploration expense of $92,000. The expenditures at La Promesa in 2019 were related to community agreements and general exploration activities. The remaining exploration expenditures during 2020 and 2019 were reconnaissance work, including the evaluation of potential mineral properties for acquisition. Our 2021 total exploration and development budget, excluding any new projects, in which we may acquire and interest, is approximately $921,000, which reflects the significant reduction in the expenditures at Florida Canyon, La Promesa and reconnaissance exploration, and the anticipated increase in exploration at our Lik project, but does not reflect any costs for the Gold Coin project or any new projects we may acquire during 2021. Our planned exploration activities in 2021 may be modified, as necessary for any drilling programs we may undertake at Gold Coin or projects we may acquire, changes related to any number of factors including COVID-19 adjustments and or delays, potential acquisition of new properties, joint venture funding, commodity prices and changes in the deployment of our capital.   Exploration expense (in thousands) by property consisted of the following:   (in thousands of dollars)   Year ended December 31,   Property Name   2020     2019   Florida Canyon   $ 22     $ 1,072   Lik project     14       199   La Promesa     -       92   Reconnaissance exploration activity     377       444     Total exploration expense   $ 413     $ 1,807     We believe a discussion of our general and administrative costs should be viewed without the non-cash stock option compensation expense (discussed below). Excluding these costs, general and administrative costs were $729,000 during 2020 compared to $1,025,000 during 2019. We reduced salary and benefits expense to $291,000 during 2020 compared to $427,000 during 2019 as a result of reductions in staff and salaries. In addition, (i) legal and accounting costs decreased to $131,000 during 2020 compared to $185,000 during 2019, primarily due to reduced activity; (ii) travel and investor relation costs decreased to $197,000 during 2020 compared to $271,000 during 2019 as a result of reductions in travel and in-person meetings and presentations and reduced market activities; (iii) we recorded directors and officer insurance expense of $53,000 during 2019 with no comparable cost during 2020; and (iv) other costs related to office, insurance and miscellaneous costs increased to $107,000 during 2020, which included a $17,000 charge to currency fluctuation, compared to $89,000 during 2019. We anticipate general and administrative costs for 2021 will be similar to the costs incurred during 2020; however, this amount may vary significantly during 2021 depending on the outcome of our property evaluations and any strategic transactions we may attempt to execute upon. We have forecast 2021 general and administrative costs to be approximately $747,000, excluding non-cash stock option compensation expense.     29       We account for our employee stock options under the provisions of Accounting Standards Codification No. 718 (“ASC No. 718”). We recognize stock option compensation expense on the date of grant for 25% of the grant date fair value, and subsequently, based upon a straight-line amortization of the grant date fair value of each of our outstanding options. During the year ended December 31, 2020, we recorded $315,000 of non-cash stock option expense for the amortization of our outstanding options grant date fair value with a credit to additional paid-in-capital compared to $343,000 of non-cash stock option compensation expense during 2019. The amount was higher during 2019 primarily due to the amortization of options which became fully vested during 2019 and had no grant date fair value amortization during 2020, which was partially offset by 1,325,000 new options granted during 2020 compared to the 150,000 new options granted during 2019. The majority of our remaining stock option compensation during 2020 and 2019 related to the normal vesting of other outstanding options. See Note 12, “Employee Stock Compensation Plans,” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data to this Form 10-K” for an analysis of the changes in the fair value of our outstanding stock options and the components that are used to determine the fair value.   We recorded an unrealized gain on marketable equity securities of $360,000 during 2020 compared to an unrealized loss on marketable equity securities of $711,000 during 2019. The gain in 2020 was primarily related to an unrealized gain on marketable equity securities of $61,000 due to an increase in the value of our holdings of shares of Vendetta common stock compared to a decrease in the value of our holdings of Vendetta common stock during 2019, which resulted in an unrealized loss on marketable equity securities of $857,000 during 2019. In addition, we recorded an unrealized gain on marketable equity securities of $259,000 during 2020 compared to an unrealized gain of $150,000 on our holdings of Kinross common stock during 2019. We also recorded an unrealized gain on our holdings of Vox during 2020 of $30,000, with no similar item during 2019 and we recorded an unrealized gain of $10,000 on holdings of TNR Gold Corp during 2020 compared to a loss of $4,000 during 2019.   During 2020 we acquired 137,255 shares of Vox recorded at $294,000 as part of the Royalty Sale in 2019 in exchange for the SilverStream Note and we sold 2,900,000 shares of Vendetta for cash proceeds of $123,000 and a realized gain of $50,000, with no similar item during 2019. In July of 2019, we acquired 3,450,000 common shares of Vendetta as part of the acquisition of certain Vendetta units, each unit consisting of one common share of Vendetta and one warrant to acquire one common share of Vendetta (the “Vendetta Warrants”). The Vendetta common shares associated with the units were recorded at their fair value on the date of acquisition of $165,000. See Note 3, “Marketable Equity Securities” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K for additional discussion of our marketable equity securities. W e may sell some of our marketable equity securities from time to time during 2021 for working capital needs; however, we do not expect to sell all of our holdings of marketable equity securities during 2021. Any proceeds we may receive from sales of marketable equity securities during 2021 will be dependent on the quoted market price of the securities sold on the date of sale and may be at prices below the fair value at December 31, 2020. See “Liquidity and Capital Resources” below.   We recorded a loss on derivative instruments of $92,000 during 2020 compared to a loss on derivative instruments of $38,000 during 2019. The loss during 2020 was primarily related to certain covered calls we sold against our holdings of Kinross common stock for cash proceeds of $103,000 and repurchases of those calls prior to their expiration of $224,000 for a loss on derivative instruments of $121,000, which was partially offset by a gain on derivative instruments during 2020 of $29,000 related to our Vendetta Warrants. The loss during 2019 was primarily related to a loss of $47,000 on our Vendetta Warrants which was partially offset by a gain of $9,000 on covered calls against our holdings of Kinross common stock during 2019. See Note 8, “Derivative Instruments” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K for additional discussion of our derivative instruments. We anticipate we will continue to write calls against our holdings of Kinross common stock in 2021 to provide additional income on a limited portion of shares of Kinross that Solitario may sell in the near term, which is generally defined as less than one year.   We recorded $25,000 of depreciation and amortization during 2020 compared to $25,000 of depreciation and amortization during 2019. The majority of our depreciation relates to depreciation on equipment acquired in 2017 as part of the acquisition at the Lik project. We amortize these assets over a five-year period. We anticipate our 2021 depreciation and amortization expense will be similar to our 2020 depreciation expense.   We recorded interest income of $127,000 during 2020 compared to interest income of $252,000 during 2019. The decrease during 2020 was primarily related to a reduction in the outstanding balances of our investments in United States Treasury securities and Bank Certificates of Deposit, which decreased to $5,798,000 at December 31, 2020 from a balance of $6,829,000 at December 31, 2019. In addition, during 2020 the value of our mark-to-market short term investments in United States Treasury securities, earned less income as a result of declining interest rates. We anticipate our interest income will decrease in 2021 compared to 2020 as a result of the use of our short-term investments and our cash balances for ordinary overhead, operational costs, and the exploration, evaluation and or acquisition of mineral properties discussed above. See “Liquidity and Capital Resources,” below, for further discussion of our cash and cash equivalent balances.     30       Our other income of $104,000 related to (i) $44,000 of gain on the conversion of the SilverStream Note to Vox shares (discussed above), and (ii) forgiveness of $60,000 from a Paycheck Protection Program loan of $70,000 (the “PPP Loan”), with no similar items during 2019. See Note 9, “Paycheck Protection Program Loan” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K for additional discussion of the PPP Loan.   We recorded no deferred tax expense or benefit in either 2020 or 2019 as we provide a valuation allowance for the tax benefit arising out of our net operating losses for all periods presented. See Note 7, “Income Taxes” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K for additional discussion of our income tax valuation allowance, deferred tax assets and our net operating losses for 2020 and 2019. We anticipate we will continue to provide a valuation allowance for these net operating losses until we are in a net tax liability position with regards to those countries where we operate or until it is more likely than not that we will be able to realize those net operating losses in the future.   We regularly perform evaluations of our mineral property assets to assess the recoverability of our investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable utilizing guidelines based upon future net cash flows from the asset as well as our estimates of the geologic potential of early-stage mineral property and its related value for future sale, joint venture or development by us or others. During 2020 we recorded $6,000 of mineral property impairment related to our decision to abandon our La Promesa project in Peru. We did not abandon or impair any of our properties during 2019 and did not record any mineral property impairment during 2019.   (d). Liquidity and Capital Resources   Cash   As of December 31, 2020, we had $605,000 in cash. We intend to utilize a portion of this cash and a portion of our short-term investments, discussed below, to fund our ordinary overhead, operational costs, exploration activities and the potential acquisition of mineral properties and other assets over the next several years. We may also use a portion of these assets to repurchase shares of our common stock, pursuant to the terms of a stock buy-back program discussed below.   Short-term Investments   As of December 31, 2020, we have USTS with maturities of 30 days to one year, recorded at their fair value of $3,989,000. Solitario also holds FDIC insured bank certificates of deposit (“CD’s”) with face values between $100,000 and $250,000 and maturities of two months to 17 months, which are recorded at their fair value of $1,809,000 as of December 31, 2020. The USTS and CD’s are recorded at their fair value based upon quoted market prices. Our short-term investments in USTS and CD’s are highly liquid and may be sold in their entirety at any time at their quoted market price and are classified as a current asset. We anticipate we will roll over that portion of our short-term investments not used for operating costs or mineral property acquisitions as they mature during 2021.   Marketable Equity Securities   Our marketable equity securities are classified as available-for-sale and are carried at fair value, which is based upon market quotes of the underlying securities. We owned 100,000 shares of Kinross common stock as of December 31, 2020, which are recorded at their fair value of $734,000. As of December 31, 2020, we own 11,550,000 shares of Vendetta common stock recorded at their fair market value of $544,000 and we own 137,255 shares of Vox common stock recorded at their fair market value of $323,000. In addition, we own other marketable equity securities with a fair value of $19,000 as of December 31, 2020 based upon quoted market prices. Changes in the fair value of marketable equity securities are recorded as gains and losses in the statements of operations.   Working Capital   We had working capital of $7,875,000 at December 31, 2020 compared to working capital of $8,487,000 as of December 31, 2019. Our working capital at December 31, 2020 consists primarily of our cash and cash equivalents, our investment in short-term investments (discussed above) and our marketable equity securities, less our current liabilities of $174,000. As of December 31, 2020, our cash balances along with our short-term investments and marketable equity securities are adequate to fund our expected expenditures over the next year.   The nature of the mineral exploration business requires significant sources of capital to fund exploration, development and operation of mining projects. We expect we will need additional capital if we decide to develop or operate any of our current exploration projects or any projects or assets we may acquire. We anticipate we would finance any such development through the use of our cash reserves, short-term investments, joint ventures, issuance of debt or equity, or the sale of other exploration projects or assets.     31       Stock-Based Compensation Plans   As of December 31, 2020, options to acquire 5,558,000 shares of our common stock were outstanding. There are 4,083,500 options that are vested and exercisable at December 31, 2020. As of December 31, 2020, our outstanding options include 3,098,000 options that are in the money with a weighted average exercise price of $0.26 per share, which is below the market price of a share of Solitario common stock at December 31, 2020 of $0.56 per share as quoted on the NYSE American exchange. See Note 12, “Employee Stock Compensation Plans” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data of this Form 10-K for a discussion of the activity in our 2013 Plan during 2020 and 2019. We do not anticipate that stock option exercises will be a significant source of cash during 2021.   Share Repurchase Program   On October 28, 2015, our Board of Directors approved a share repurchase program that authorized us to purchase up to two million shares of our outstanding common stock. During 2020, our Board of Directors extended the term of the share repurchase program until December 31, 2021. All shares purchased to date have reduced the number of shares of outstanding common stock. The amount and timing of any shares purchased has been and will be determined by our management and the purchases will be effected in the open market or in privately negotiated transactions based upon market conditions and other factors, including price, regulatory requirements and capital availability and in compliance with applicable state and federal securities laws. Purchases may also be made in accordance with Rule 10b-18 of the Exchange Act. The repurchase program does not require the purchase of any minimum number of shares of common stock by the Company, and may be suspended, modified or discontinued at any time without prior notice. No purchases have been or will be made outside of the United States, including on the TSX. Payments for shares of common stock repurchased under the program are being funded using the Company’s working capital. As of December 31, 2020, since the inception of the share repurchase program, we have purchased a total of 994,000 shares for an aggregate purchase price of $467,000 and these shares are no longer included in our issued and outstanding shares. We anticipate we will purchase fewer shares, if any, under the share repurchase plan during 2021 than were purchased during 2020, depending on market conditions and the price of our common stock.   At the Market Offering   On February 2, 2021, we entered into an at-the-market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), establishing an at-the-market equity program (the “ATM Program”). Pursuant to the ATM Program, we may, from time-to-time issue and sell shares of our common stock (the “Shares”) to the public through Wainwright on the NYSE American exchange. No sales of the Shares will be made in Canada, including on the TSX. By definition, the offering price of shares sold in an at-the-market offering is based on a price in line with the current market price of the security. We will determine, at our sole discretion, the timing and number of Shares to be sold. The net proceeds of any sales of the Shares under the ATM Program would be used for primarily for operational expenditures, to maintain our working capital balances and for general corporate purposes. We are not obligated to make any sales of Shares under the ATM Agreement. Concurrent with entering into the ATM Agreement, we filed with the SEC a prospectus supplement, qualifying the offer and sale of the Shares having an aggregate offering price of up to US$9,000,000 through the ATM Program. We anticipate we will sell a portion of the available Shares during 2021 to provide additional working capital.   Off-balance sheet arrangements   As of December 31, 2020, and 2019, we have no off-balance sheet arrangements.   (e). Cash Flows   Net cash used in operations during the year ended December 31, 2020 decreased to $1,010,000 compared to $2,639,000 for the year ended December 31, 2019 primarily as a result of (i) the Drilling Program, which included the use of cash of $1,580,000, during 2019 compared to no use of cash for the Drilling Program during 2020, as the Drilling Program was completed in 2019 and (ii) a decrease in general and administrative expense, excluding non-cash stock option compensation to $729,000 during 2020 compared to $1,025,000 during 2019. Partially offsetting this decreased use of cash in operations was (i) no mineral property revenue during 2020 compared to mineral property revenue to $408,000 during 2019 for the Royalty Sale, of which $186,000 was received in cash and (ii) a reduction in interest income to $127,000 during 2020 compared to interest income of $252,000 during 2019. These items are discussed in further detail above under “Results of Operations.”     32       Net cash provided by investing activities decreased to $976,000 during 2020 compared to net cash provided of $3,109,000 during 2019. The primary source of cash during 2019 was the sale of short-term investments of $3,338,000 compared to $974,000 during 2020, with the bulk of the cash from the sales of short-term investments in 2019 used (i) to fund the Drilling Program and (ii) to purchase $233,000 of Vendetta units, described above, with no similar items in 2020. We anticipate we will continue to utilize proceeds from the sale of our short-term investments and any proceeds we may derive from the ATM Program, discussed above in Liquidity and Capital Resources to fund our operations during 2021.   Our net cash provided by financing activities during 2020 included $70,000 from the PPP Loan, with no similar item during 2019. We used cash of $5,000 during 2020 and $13,000 during 2019 for the repurchase of common stock for cancellation. We do not anticipate receiving any additional PPP Loan funds during 2021 and we anticipate we may not repurchase shares of common stock during 2021. However, we may sell shares of common stock pursuant to the ATM Program as a source of financing for working capital during 2021.   (f). Development Activities, Exploration Activities, Environmental Compliance and Contractual Obligations   Development Activities   We do not have any ongoing mineral development activities, which are activities for the development of mineral properties with reserves for potential mining.   Exploration Activities   A historically significant part of our business involves the review of potential property acquisitions and continuing review and analysis of properties in which we have an interest to determine the exploration and development potential of the properties. In analyzing expected levels of expenditures for work commitments and property payments, our obligations to make such payments fluctuate greatly depending on whether, among other things, we make a decision to sell a property interest, convey a property interest to a joint venture, or allow our interest in a property to lapse by not making the work commitment or payment required. In acquiring many of our interests in mining claims and leases, we have entered into agreements, which generally may be canceled at our option. We are often required to make minimum rental and option payments in order to maintain our interest in certain claims and leases. Our net 2020 mineral and surface property rental and option payments, included in exploration expense, were $10,000. Our 2021 total exploration property rentals and option payments for properties we own, have under joint venture, or operate are estimated to be approximately $788,000. Assuming that our joint ventures continue in their current status and that we do not appreciably change our property positions on existing properties, we estimate that our joint venture partners will pay on our behalf or reimburse us approximately $780,000 of these annual payments. These obligations are detailed below under “Contractual Obligations.” In addition, we may be required to make further payments in the future if we elect to exercise our options under those agreements or if we enter into new agreements.   Environmental Compliance   We are subject to various federal, state and local environmental laws and regulations in the countries where we operate. We are required to obtain permits in advance of initiating certain of our exploration activities, to monitor and report on certain activities to appropriate authorities, and to perform remediation of environmental disturbance as a result of certain of our activities. Historically, the nature of our activities of review, acquisition and exploration of properties prior to the establishment of reserves, which may include mapping, sampling, geochemistry and geophysical studies as well as some limited exploration drilling, has not resulted in significant environmental impacts in the past. We have historically carried on our required environmental remediation expenditures and activities, if any, concurrently with our exploration activities and expenditures. The expenditures to comply with our environmental obligations are included in our exploration expenditures in the statement of operations and have not been material to our capital or exploration expenditures and have not had a material effect on our financial position. For the years ended December 31, 2020 and 2019, we have not capitalized any costs related to environmental control facilities. We do not anticipate our exploration activities will result in any material new or additional environmental expenditures or liabilities in the near future.   Contractual Obligations   The following table provides an analysis of our contractual obligations:    As of December 31, 2020 Payments due by period   (in thousands)    Total      Less than 1 year      1–3 years      4–5 years      More than  5 years   Operating Lease Obligations (1)   $ 7     $ 7     $ -     $ -     $ -   Mineral property option and lease payments (2)   $ 8     $ 8     $ -     $ -     $ -   (1) Lease obligation on our Wheat Ridge, Colorado office. (2) Mineral property payments under lease and property claim and concession payments for the next year, net of joint venture payments.     33       (g). Exploration Joint Ventures, Royalty and Other Properties   The following discussion relates to an analysis of our anticipated property exploration plans as of December 31, 2020. Please also see Note 2, “Mineral Properties,” to the consolidated financial statements in Item 8, “Financial Statements and Supplementary Data,” and our discussion of our properties under Item 2, “Properties” of this Annual Report on Form 10-K for a more complete discussion of all of our mineral properties.   Florida Canyon   The Florida Canyon project is an advanced-stage high-grade zinc project in Peru. Based on extensive exploration and development work conducted to date, we believe the property has potential to be developed into a mine over the next several years. The project is held in a joint venture between Nexa (61%) and Solitario (39%).   Solitario and Nexa jointly completed a PEA in 2017 that incorporated a variety of Nexa-generated prefeasibility studies into the analysis. The PEA evaluation included resource estimation, mining and processing recovery estimates, a preliminary mining and processing plan, infrastructure layout, environmental considerations and an economic analysis based on certain base case parameters. The PEA envisioned an underground mining operation with a 2,500 tonne per day floatation mill for processing, resulting in a 12.5-year mine life. Concentrates would be trucked to Nexa’s Cajamarquilla zinc smelter facility in Lima, Peru.   The terrain at Florida Canyon is steep and previous project access supporting surface and underground work programs was conducted by helicopter. The lack of road access restricted the scope of field activities to further advance the project. During 2019 and 2020 limited work was undertaken on road access to the project, and Nexa expects to continue to work on completing the road access during 2021. During 2019, Nexa completed the Drilling Program and several significant drill intercepts were encountered. Solitario reported the results of the drill intercepts in February 2021.   Nexa is currently working on two new drilling permits that will greatly expand the area available for exploration drilling. One of the permits would allow for 84 new drilling platforms and associated interconnecting roads scattered over an area approximately six kilometers by five kilometers. These proposed platforms are located immediately south, east and southeast of the current Florida Canyon drilling footprint. In addition, Nexa plans to conduct additional road construction in 2021 to access the mineralized areas of the project as well as local communities as part of their social commitment to these communities.   Solitario’s payments of $1,580,000 related to the Drilling Program were expensed as incurred, however the payments will be treated as an advance on Solitario’s commitment to fund 30% of any future development of Florida Canyon under the original joint venture agreement between Solitario and Nexa. Accordingly, in the event Florida Canyon is developed, which cannot be assured at this time, the funds paid to Nexa related to the Drilling Program will reduce the amount of Solitario’s obligation to fund 30% of future development costs, and / or repay any loans from Nexa for future development costs at Florida Canyon.   Lik project   The Lik project is an advanced-staged high-grade zinc project. The project is held in a joint venture between Teck (50%) and Solitario (50%).   Zazu completed a PEA in 2014 that incorporated a variety of prefeasibility studies into the analysis. These studies included resource estimation, mining and processing recovery estimates, a preliminary mining and processing plan, infrastructure layout, environmental considerations and an economic analysis based on the base case parameters. The PEA envisioned an open pit mining operation with a 5,500 ton per day floatation mill for processing resulting in a nine-year mine life. Concentrates would be handled through the DMTS road and port system that currently handles all concentrate produced by the nearby Red Dog zinc mine of Teck. The PEA analyzed the Lik project as a stand-alone operation building its own independent processing, tailings and port facilities.   Solitario and Teck are in discussions to jointly fund a 2021 exploration program with Teck acting as project manager. The program, if approved, consists of drilling four-to-five core holes totaling approximately 1,000 meters. Drill targets under consideration are extensions to the currently defined Lik deposit on the northeast, northwest and southern limits of the deposit, including one-hole testing for stacked mineralized horizons. Drilling is expected to begin during the 2021 summer field season. Besides drilling, a rigorous soil sampling program of up to 500 samples and an eight-line-kilometer induced polarization geophysical program is planned for an area northeast of the Lik deposit where there are indications of a second mineralized zone where no drilling has been conducted. We expect to reach a final decision on this program before the end of the first quarter of 2021. Teck will manage the 2021 exploration program as the designated operator during 2021, although Solitario will remain the operator of the joint venture in subsequent years.     34       Other Properties   Chambara   The project has been on care and maintenance in recent years. Significant geochemical anomalies and outcropping mineralization have been identified at several locations on the Chambara property. Nexa is responsible for maintaining the property in good standing and making all concession payments to the Peruvian government. Although concession costs in 2021 to be paid by Nexa are estimated to be $462,000, Solitario is fully carried and has no funding requirement at Chambara.   Gold Coin   We are currently evaluating the Gold Coin project exploration activities for 2021 and do not expect to have significant exploration expenditures for 2021, pending the results of our evaluation, and / or the availability of permits for drilling or other field activities. Our 2021 concession costs are estimated to be approximately $4,000.   2021 Planned Expenditures   Our 2021 total exploration and development budget is approximately $921,000 for our planned exploration expenditures. This amount includes a limited drilling program and evaluation of the Lik project, where we are responsible for 50% of the exploration expenditures. This amount does not include any significant expenditures for our Florida Canyon project where our joint venture partner, Nexa, is responsible for 100% of exploration costs, nor does it include any significant expenditures, such as drilling, at our newly acquired Gold Coin project, as we are evaluating planned exploration activities for 2021 at Gold Coin. We will continue the evaluation of potential new acquisitions of properties primarily in Peru and in other regions of North and South America. We expect to carry out our exploration activities during 2021 utilizing Teck at Lik, Nexa at Florida Canyon, and our own employees and contract geologists on our other projects.    (h). Discontinued Projects   During 2020 we recorded $6,000 of mineral property impairment related to our decision to abandon the La Promesa project in Peru. We had no mineral property impairments during 2019. We did sell certain royalty properties in the Royalty Sale during 2019.   (i). Significant Accounting Policies   See Note 1, “Business and Summary of Significant Accounting Policies,” in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K for a discussion of our significant accounting policies.   (j). Related Party Transactions   None   (k). Recent Accounting Pronouncements   See Note 1, “Business and Summary of Significant Accounting Policies,” in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K for a discussion of recent accounting pronouncements.   Item 7A.  Q uantitative and Qualitative Disclosures about Market Risk   Smaller reporting companies are not required to provide the information required by this item.       35     Item 8.  F inancial Statements and Supplementary Data       Page Consolidated Financial Statements     Report of Independent Registered Public Accounting Firm 37   Consolidated Balance Sheets as of December 31, 2020 and 2019 38   Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 39   Consolidated Statements of Shareholders' Equity for the years ended December 31, 2020 and 2019 40   Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019 41   Notes to Consolidated Financial Statements 42       36     R eport of Independent Registered Public Accounting Firm   To the Stockholders and Board of Directors of Solitario Zinc Corp.   Opinion on the Financial Statements   We have audited the accompanying consolidated balance sheets of Solitario Zinc Corp. (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.   Basis for Opinion   The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.   Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.   Critical Accounting Matters   Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.   /s/ Plante & Moran, PLLC   We have served as the Company’s auditor since 2005.   Denver, Colorado March 5, 2021       37     SOLITARIO ZINC CORP. CONSOLIDATED B ALANCE SHEETS   (in thousands of U.S. dollars, except share and per share amounts)   December 31,     December 31,        2020      2019   Assets             Current assets:               Cash and cash equivalents   $ 605     $ 574     Short-term investments, at fair value     5,798       6,829     Investments in marketable equity securities, at fair value     1,620       1,039     SilverStream note receivable     -       268     Prepaid expenses and other     26       46       Total current assets     8,049       8,756                     Mineral properties     15,628       15,617   Other assets     124       159         Total assets   $ 23,801     $ 24,532                     Liabilities and Shareholders’ Equity                 Current liabilities:                   Accounts payable   $ 157     $ 228     Paycheck Protection Loan     10       -     Operating lease liability     7       41           Total current liabilities     174       269                     Long-term liabilities                   Asset retirement obligation - Lik     125       125     Operating lease liability     -       7           Total long-term liabilities     125       132                     Commitments and contingencies (Note 11)                                   Shareholders’ equity:                   Preferred stock, $0.01 par value, authorized 10,000,000 shares (none issued     and outstanding at December 31, 2020 and 2019)     -       -     Common stock, $0.01 par value, authorized, 100,000,000 shares     (58,108,366 and 58,133,066, respectively, shares issued and outstanding at December 31, 2020 and 2019)     581       581     Additional paid-in capital     70,514       70,204     Accumulated deficit     (47,593 )     (46,654 )     Total shareholders' equity     23,502       24,131         Total liabilities and shareholders' equity   $ 23,801     $ 24,532     See Notes to Consolidated Financial Statements.     38     SOLITARIO ZINC CORP. CONSOLIDATED STATEMENTS OF O PERATIONS   (in thousands, except share and per share amounts)   For the years ended December 31,       2020     2019   Revenue, net – mineral property sale   $ -     $ 408                     Costs, expenses and other                   Exploration expense     413       1,807     Depreciation and amortization     25       25     Mineral property impairment     6       -     General and administrative     1,044       1,368   Total costs, expenses and other     1,488       3,200   Other (expense) income                   Interest and dividend income (net)     127       252     Other income     104       -     Loss on derivative instruments     (92 )     (38 )   Gain on sale of marketable equity securities     50       -     Unrealized gain (loss) on marketable equity securities     360       (711 ) Total other income (expense)     549       (497 ) Net loss   $ (939 )   $ (3,289 ) Loss per common share                   basic and diluted   $ (0.02 )   $ (0.06 ) Weighted average shares outstanding                   Basic and diluted     58,116       58,143     See Notes to Consolidated Financial Statements.     39     SOLITARIO ZINC CORP. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' E QUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019   (in thousands, of U.S. Dollars                           except share amounts)         Additional           Total       Common Stock     Paid-in     Accumulated     Shareholders’       Shares     Amount     Capital     Deficit     Equity   Balance at December 31, 2018     58,171,466       582       69,873       (43,365 )     27,090                                             Stock option expense     -       -       343       -       343   Repurchase of shares for cancellation     (38,400 )     (1 )     (12 )             (13 ) Net loss     -       -       -       (3,289 )     (3,289 ) Balance at December 31, 2019     58,133,066     $ 581     $ 70,204     $ (46,654 )   $ 24,131                                             Stock option expense     -       -       315       -       315   Repurchase of shares for cancellation     (24,700 )     -       (5 )             (5 ) Net loss     -       -       -       (939 )     (939 ) Balance at December 31, 2020     58,108,366     $ 581     $ 70,514     $ (47,593 )   $ 23,502     See Notes to Consolidated Financial Statements.     40     SOLITARIO ZINC CORP. CONSOLIDATED STATEMENTS OF C ASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019   (in thousands of U.S. Dollars)   For the year ended December 31,       2020     2019   Operating activities:               Net loss   $ (939 )   $ (3,289 )   Adjustments to reconcile net loss to net cash used in operating activities:                      Unrealized (gain) loss on marketable equity securities     (360 )     711        Gain on sale of marketable equity securities     (50 )     -        Loss on derivative instruments     92       38        Other income – Paycheck Protection Program loan forgiveness     (60 )     -        Other income – gain on conversion of SilverStream note     (44 )     -        Mineral property impairment     6       -        Employee stock option expense     315       343        Depreciation     25       25        Amortization of right of use lease asset     38       37        Changes in operating assets and liabilities:                          Prepaid expenses and other current assets     95       216            Note receivable, net of mineral property sold     -       (223 )          Accounts payable and other current liabilities     (128 )     (497 )      Net cash (used in) operating activities     (1,010 )     (2,639 )                   Investing activities:                   Sale of short-term investments – net     974       3,338     Purchase of Vendetta units     -       (233 )   Sale of marketable equity securities     123       -     (Purchase) sale of derivative instruments – net     (121 )     9     Additions to other assets     -       (5 )      Net cash provided by investing activities     976       3,109                     Financing activities:                   Paycheck Protection Program loan     70       -     Repurchase of Solitario common stock for cancellation     (5 )     (13 )      Net cash used in financing activities     65       (13 )                   Net increase in cash and cash equivalents     31       457   Cash and cash equivalents, beginning of year     574       117   Cash and cash equivalents, end of year   $ 605     $ 574                     Supplemental Cash Flow information:                   Conversion of SilverStream note to Marketable equity securities   $ 294       -      Acquisition of Gold Coin property included in accounts payable   $ 17             See Notes to Consolidated Financial Statements.   41     SOLITARIO ZINC CORP. N OTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2020 and 2019   1. Business and Summary of Significant Accounting Policies   Business and company formation   Solitario Zinc Corp. (“Solitario,” or the “Company”) is an exploration stage company as defined in Industry Guide 7, as issued by the United States Securities and Exchange Commission (“SEC”). Solitario was incorporated in the state of Colorado on November 15, 1984 as a wholly owned subsidiary of Crown Resources Corporation ("Crown"). In July 1994, Solitario became a publicly traded company on the Toronto Stock Exchange (the "TSX") through its initial public offering. Solitario has been actively involved in mineral exploration since 1993. Solitario’s primary business is to acquire exploration mineral properties and/or discover economic deposits on its mineral properties and advance these deposits, either on its own or through joint ventures, up to the development stage. At that point, or sometime prior to that point, Solitario would likely attempt to sell its mineral properties, pursue their development either on its own, or through a joint venture with a partner that has expertise in mining operations, or create a royalty with a third party that continues to advance the property. Solitario is primarily focused on the acquisition and exploration of zinc-related exploration mineral properties, in addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition. Solitario also evaluates potential strategic corporate transactions as a means to acquire an interest in new precious and base metal properties and assets with exploration potential as well as other potential corporate transactions and business combinations that Solitario determines to be favorable to Solitario.   Solitario has previously recorded revenue in the past from the sale of mineral properties, including the sale of certain mineral royalty properties in January 2019, discussed below. Revenues and / or proceeds from the sale or joint venture of properties or assets have not been a consistent annual source of cash and would only occur in the future, if at all, on an infrequent basis.   Solitario currently considers its carried interest in the Florida Canyon project and its interest in the Lik project to be its core mineral property assets. Nexa Resources, Ltd. (“Nexa”), Solitario’s joint venture partner, is continuing the exploration and furtherance of the Florida Canyon project and Solitario is monitoring progress at Florida Canyon. Solitario is working with its 50% joint venture partner, Teck American Incorporated, a wholly owned subsidiary of Teck Resources Limited (both companies are referred to as “Teck”), in the Lik deposit to further the exploration of the Lik project, and to evaluate potential development plans for the Lik project.   As of December 31, 2020 and 2019, Solitario has significant balances of cash and short-term investments that Solitario anticipates using, in part, to further the development of the Florida Canyon project and the Lik project and to potentially acquire additional mineral property assets. During 2020 Solitario acquired an option to buy a 100% interest in the non-producing Gold Coin project in Arizona and recorded mineral property of $17,000 for its initial investment in the Gold Coin project. All future expenditures for the Gold Coin project will be expensed as incurred as exploration expense until such time Solitario establishes proven and probable reserves, which cannot be assured. If Solitario establishes proven and probable reserves, subsequent expenditures would be evaluated to determine appropriate accounting treatment. The fluctuations in precious metal and other commodity prices have contributed to a challenging environment for mineral exploration and development, which has created opportunities as well as challenges for the potential acquisition of early-stage and advanced mineral exploration projects or other related assets at potentially attractive terms.   Financial reporting   The consolidated financial statements include the accounts of Solitario and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("generally accepted accounting principles") and are expressed in US dollars.   Revenue recognition   Solitario has recorded revenue from the sale of exploration mineral properties and joint venture property payments. Solitario’s policy is to recognize revenue from the sale of its exploration mineral properties (those without reserves) on a property-by-property basis, computed as the cash received and / or collectable receivables less any capitalized cost. Payments received for the sale of exploration property interests that are less than the properties cost are recorded as a reduction of the related property's capitalized cost. In addition, Solitario’s policy is to recognize revenue on any receipts of joint venture property payments in excess of its capitalized costs on a property that Solitario may lease to another mining company.     42       Solitario has recognized revenue during 2019 of $408,000 related to the Royalty Sale, discussed below, with no similar item during 2020. Solitario expects any property sales in the future to be on an infrequent basis. Prior to the Royalty Sale, the last proceeds from joint venture property payments was in 2018 from the sale of its royalty in the Yanacocha property. Solitario does not expect to record joint venture property payments on any of its currently held properties for the foreseeable future. Historically, Solitario’s revenues have been infrequent and significant individual transactions have only been from sales to well known or vetted mining companies. Solitario has never had a return on any of its sales recorded as revenue in its history and does not anticipate it will recognize any estimated returns on its current or future recorded revenues.   Use of estimates   The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Some of the more significant estimates included in the preparation of Solitario's financial statements pertain to: (i) the recoverability of mineral properties related to its mineral exploration properties and their future exploration potential; (ii) the fair value of stock option grants to employees; (iii) the ability of Solitario to realize its deferred tax assets; and (iv) Solitario's investment in marketable equity securities.   In performing its activities, Solitario has incurred certain costs for mineral properties. The recovery of these costs is ultimately dependent upon the sale of mineral property interests or the development of economically recoverable ore reserves and the ability of Solitario to obtain the necessary permits and financing to successfully place the properties into production, and upon future profitable operations, none of which is assured.   Cash and cash equivalents   Cash equivalents include investments in highly liquid money-market securities with original maturities of three months or less when purchased. At December 31, 2020, approximately $595,000 of Solitario’s cash and cash equivalents are held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation (“FDIC”) rules for the United States.   Short-term investments   At December 31, 2020, Solitario has United States Treasury securities (“USTS”) with maturities of 30 days to one year, recorded at their fair value of $3,989,000 compared to USTS recorded at their fair value of $6,829,000 at December 31, 2019. Solitario also holds FDIC insured bank certificates of deposit (“CD’s”) with face values between $100,000 and $250,000 and maturities of two months to 17 months, which are recorded at their fair value of $1,809,000 at December 31, 2020. Solitario held no CD’s at December 31, 2019. Solitario’s short-term investments are recorded at their fair value based upon quoted market prices. The short-term investments are highly liquid and may be sold in their entirety at any time at their quoted market price and are classified as a current asset.     Mineral properties            Solitario expenses all exploration costs incurred on its mineral properties prior to the establishment of proven and probable reserves through the completion of a feasibility study. Initial acquisition costs of its mineral properties are capitalized. Solitario regularly performs evaluations of its investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable, utilizing established guidelines based upon undiscounted future net cash flows from the asset or upon the determination that certain exploration properties do not have sufficient potential for economic mineralization.     43       Derivative instruments   Solitario accounts for its derivative instruments in accordance with ASC 815, "Accounting for Derivative Instruments and Hedging Activities" (“ASC 815”).   During 2019, Solitario acquired certain Vendetta Mining Corp. (“Vendetta”) units, which included Vendetta Warrants (defined below). Changes in fair value of the Vendetta Warrants are recognized in the statements of operations in the period of change as gain or loss on derivative instruments. Solitario has entered into covered calls from time to time on its investment in Kinross marketable equity securities. Solitario has not designated its covered calls as hedging instruments and any changes in the fair value of the covered calls are recognized in the statements of operations in the period of the change as gain or loss on derivative instruments.   Fair value   Financial Accounting Standards Board ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Solitario's short-term investments in USTS, its marketable equity securities and any covered call options against those marketable equity securities are carried at their estimated fair value based on quoted market prices. See Note 10, “Fair Value of Financial Instruments,” below.   Marketable equity securities   Solitario's investments in marketable equity securities are carried at fair value, which is based upon quoted prices of the securities owned. Solitario records investments in marketable equity securities for investments in publicly traded marketable equity securities for which it does not exercise significant control and where Solitario has no representation on the board of directors of those companies and exercises no control over the management of those companies. The cost of marketable equity securities sold is determined by the specific identification method. Changes in fair value are recorded as unrealized gain or loss in the consolidated statement of operations.   Foreign exchange   The United States dollar is the functional currency for all of Solitario's foreign subsidiaries. Although Solitario's South American exploration activities during 2020 and 2019 were conducted primarily in Peru, a portion of the payments for the land, leasehold and exploration agreements as well as certain exploration activities are denominated in United States dollars. Foreign currency gains and losses are included in the results of operations in the period in which they occur.   Income taxes   Solitario accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”). Under ASC 740, income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A valuation allowance is provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized.   Accounting for uncertainty in income taxes   ASC 740 clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 provides that a company's tax position will be considered settled if the taxing authority has completed its examination, the company does not plan to appeal, and it is remote that the taxing authority would reexamine the tax position in the future. These provisions of ASC 740 had no effect on Solitario's financial position or results of operations. See Note 7, “Income Taxes,” below.   Earnings per share   The calculation of basic and diluted earnings (loss) per share is based on the weighted average number of shares of common stock outstanding during the years ended December 31, 2020 and 2019. Potentially dilutive shares, consisting of outstanding common stock options of 5,558,000 and 4,373,000, respectively, exercisable for Solitario common shares were excluded from the calculation of diluted loss per share for the year ended December 31, 2020 and 2019 because the effects were anti-dilutive.     44       Employee stock compensation and incentive plans   Solitario classifies all of its stock options as equity options in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.” See Note 12, “Employee Stock Compensation Plans,” below.   Risks and Uncertainties   Solitario faces risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions.   Solitario’s business could be adversely impacted by the effects of the coronavirus (“COVID-19”) or other epidemics or pandemics. Solitario has recommended all of its employees and contractors follow government guidelines for health and safety policies for employees and contractors, including encouraging tele-commuting and working from home where possible. Solitario has evaluated the effects of COVID-19 on its operations and taken pro-active steps to address the impacts on its operations, including reducing costs, in response to the economic uncertainty associated with potential risks from COVID-19. These reductions include implementing salary reductions and evaluation and reduction in certain planned 2020 exploration programs through its joint venture partners at the Florida Canyon and Lik exploration projects. Also, Solitairo has evaluated the potential impacts on its ability to access future traditional funding sources on the same or reasonably similar terms as in past periods. Solitario will continue to monitor the effects of COVID-19 on its operations, financial condition and liquidity. However, the extent to which COVID-19 impacts Solitario’s business, including our exploration and other activities and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak.   Recently adopted accounting pronouncements   The FASB issued ASU No. 2018-13, Fair Value Measurement (topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 simplified certain disclosures regarding fair value measurements including the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. In addition, ASU 2018-13 requires disclosures regarding unrealized gains and losses included in other comprehensive income and the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements. Solitario adopted ASU 2018-13 effective January 1, 2020. The adoption of ASU 2018-13 did not have an impact on Solitario’s consolidated financial position or results of operations.   The FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Statements (“ASU 2016-13”) . Among other things, these amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Solitario adopted ASU No. 2016-13 effective January 1, 2020. The adoption of ASU 2016-13 did not have an impact on its consolidated financial position or results of operations.   Recently issued accounting pronouncements   The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. Under the SEC Modernization Rules, consistent with global standards as embodied by the Committee for Reserves International Reporting Standards (“CRIRSCO”), registrants will be required to disclose specified information concerning mineral resources that have been identified on one or more of its mineral properties. Consistent with CRIRSCO standards the SEC Modernization Rules have added definitions to recognize “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources.” The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules until its fiscal year beginning January 1, 2021.     45       Upon adoption of the SEC Modernization Rules, among other requirements, the Company will be required to report its mineral resources, if any, as Measured, Indicated or Inferred Mineral Resources in accordance with the SEC Modernization Rules. This will allow investors to evaluate the Company’s resources on a comparable basis with other mining and exploration issuers registered with the SEC. In addition, the SEC Modernization Rules will require the Company to disclose exploration results, mineral reserves, if any, and mineral resources based upon information and supporting documentation prepared by a mining expert (the “qualified person”). The SEC Modernization Rules will require the Company to obtain a dated and signed technical report summary from the qualified person identifying and summarizing the information reviewed and conclusions reached by the qualified person(s) about the mineral resources or reserves for each mineral property. The Company is currently evaluating the requirements under the SEC Modernization Rules and has not determined what effect adoption will have on its consolidated financial statements and disclosures.   2. Mineral Properties :   The following table details Solitario’s capitalized investment in exploration mineral property:   (in thousands)   December 31,       2020     2019   Exploration                Lik project (Alaska – US)   $ 15,611     $ 15,611      Gold Coin (Arizona – US)     17       -      La Promesa (Peru)     -       6        Total exploration mineral property   $ 15,628     $ 15,617     Exploration property   Solitario's exploration mineral properties at December 31, 2020 and 2019 consist of use rights related to its exploration properties, and the value of such assets is primarily driven by the nature and amount of economic mineral ore believed to be contained, or potentially contained, in such properties. The amounts capitalized as mineral properties include concession and lease or option acquisition costs. Capitalized costs related to a mineral property represent its fair value at the time it was acquired or the cost to acquire the property, as appropriate. At December 31, 2020, none of Solitario’s exploration properties have production (are operating) or contain proven or probable reserves. Solitario's exploration mineral properties represent interests in properties that Solitario believes have exploration and development potential. Solitario's mineral use rights generally are enforceable regardless of whether proven and probable reserves have been established.   Lik Property   Solitario holds a 50% operating interest in the Lik zinc-lead sliver property in northwest Alaska, which we acquired as part of the acquisition of Zazu metals corporation (“Zazu”) in July 2017. Solitario recorded its acquisition cost of $15,611,000 as mineral property at the date of acquisition. Teck is Solitario’s 50% partner on the Lik Project and acted as the project manager during 2020.   Gold Coin   Solitario acquired an option-to-buy a 100% interest in the Gold Coin Property in southeastern Arizona in late-2020. Terms of the Gold Coin option agreement include scheduled payments to the underlying owner of $12,000 upon signing (paid), and at the owner’s option, to pay $15,000 at the first anniversary date, with a total of $242,000 over a five-year period. Upon signing the Gold Coin option agreement Solitario paid a finders’ fee of $5,000 to a contract geologist. Solitario has agreed to escalating work commitments at Solitario’s option totaling $1,025,000 during the first four years, with the first year totaling $75,000. The underlying owner will retain a 2.0% Net Smelter Return royalty. Solitario will have the option, but not obligation, to reduce the Net Smelter Return royalty to 1.0% by paying the owner $500,000 and will have the option to eliminate the remaining royalty of 1.0% by paying the owner $1.0 million.     46       Florida Canyon   In addition to its capitalized exploration properties, Solitario has an interest in its Florida Canyon exploration concessions, which are currently subject to a joint venture agreement where joint venture partners made stand-by joint venture payments to Solitario prior to January 1, 2015. Solitario previously recorded joint venture property payment revenue received in excess of capitalized costs. Per the joint venture agreement, as of December 31, 2020, no further standby joint-venture payments are due to Solitario on the Florida Canyon project. At December 31, 2020 and 2019, Solitario has no remaining capitalized costs related to its Florida Canyon joint venture. Per the joint venture agreement with Nexa covering the Florida Canyon project, Solitario currently holds a 39% interest in the Florida Canyon zinc project with Nexa. With the exception of the Drilling Program during 2018 and 2019 (discussed below), Nexa is required to fund 100% of exploration expenditures at Florida Canyon, until Nexa commits to put the project into production based upon a positive feasibility study, at which time Nexa’s interest will increase from its current 61% interest to a 70% interest. In August of 2018, Solitario agreed to fund a portion of a 2018 – 2019 drilling program at the Florida Canyon project. Solitario funded $1,580,000 of the 39-hole 17,033-meter drilling program, which was completed in the fourth quarter of 2019 (the “Drilling Program”).   Royalty sale   On January 22, 2019, Solitario completed the Royalty Sale to SilverStream SEZC (“SilverStream”), for Cdn$600,000. On closing of the Royalty Sale, Solitario received Cdn$250,000 in cash and a convertible note from SilverStream in the principal amount of Cdn$350,000 (the “SilverStream Note”). The SilverStream Note was originally due December 31, 2019, accrued 5% per annum simple interest, payable on a quarterly basis, and was convertible into common shares of SilverStream, at the discretion of SilverStream, by providing Solitario a notice of conversion. In December of 2019, Solitario and SilverStream agreed to extend the due date of the SilverStream Note to June 30, 2020, and to increase the interest rate to 8% per annum simple interest. During 2019, Solitario recorded mineral property revenue of $408,000 from the Royalty Sale, consisting of the fair value of the cash received on the date of the sale of $185,000 and the fair value of the SilverStream Note on the date of the sale of $263,000 less the carrying value of the royalties sold of $40,000.   On May 19, 2020, SilverStream completed an initial public offering, including changing its name to Vox Royalty Corp. (“Vox”) and, in accordance with the terms of the SilverStream Note, issued Solitario 137,255 shares of common stock of Vox in full satisfaction of obligations owed under the SilverStream Note. In accordance with the terms of the SilverStream Note, the 137,255 Vox shares were issued at a price of Cdn$2.55 per share, which was at a 15% discount to the initial public offering price of Cdn$3.00 per share. Solitario recorded its initial investment in the Vox common shares at the initial public offering price, or a total of Cdn$412,000 or $294,000. Solitario recorded other income of $44,000 for the gain on the conversion of the SilverStream Note during 2020.   Solitario recorded interest income from the SilverStream Note of $7,000 and $12,000 during 2020 and 2019, respectively.   Discontinued projects   During 2020 Solitario recorded $6,000 of mineral property impairment related to its decision to abandon its La Promesa project in Peru. Solitario did not abandon or impair any of its properties during 2019 and did not record any mineral property impairment during the year ended December 31, 2019.   Exploration Expense   The following items comprised exploration expense:       For the year ended December 31,   (in thousands)   2020     2019   Geologic and field expenses   $ 326     $ 1,726   Administrative     87       81     Total exploration expense   $ 413     $ 1,807     Asset Retirement Obligation   Solitario recorded an asset retirement obligation of $125,000 for Solitario’s estimated reclamation cost of the existing disturbance at the Lik project. This disturbance consists of an exploration camp including certain drill sites and access roads at the camp. The estimate was based upon estimated cash costs for reclamation as determined by the permitting bond required by the State of Alaska, for which Solitario has retained a reclamation bond insurance policy in the event Solitario or its 50% partner, Teck, do not complete required reclamation.   Solitario has not applied a discount rate to the recorded asset retirement obligation as the estimated time frame for reclamation is not currently known, as reclamation is not expected to occur until the end of the Lik project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time. Additionally, no depreciation will be recorded on the related asset for the asset retirement obligation until the Lik project goes into operation, which cannot be assured.     47       3. Marketable Equity Securities   During 2020, Solitario received 137,255 shares of Vox upon conversion of the SilverStream Note, discussed above, valued at $294,000 and Solitario sold 2,900,000 shares of Vendetta common stock for proceeds of $123,000 and recorded a gain on sale $50,000. During 2019 Solitario acquired 3,450,000 shares of Vendetta through the purchase of the Vendetta units, discussed below, and recorded an increase in marketable equity securities of $165,000. Solitairo did not sell any marketable equity securities during 2019.   On July 31, 2019, Solitario purchased 3,450,000 Vendetta units for aggregate consideration of $233,000. Each unit consisted of one share of Vendetta common stock and one warrant which allows the holder to purchase one additional share of Vendetta common stock at a purchase price of Cdn$0.13 per share for a period of three years (the “Vendetta Warrants”). The purchase of the units increased Solitario’s holdings of Vendetta common shares to 14,450,000 shares. On the purchase date Solitario recorded marketable equity securities of $165,000 for the Vendetta shares acquired and $68,000 for the Vendetta Warrants based upon an allocation of the purchase price of the Vendetta units, based upon (i) the fair value of the Vendetta common shares received based upon the quoted market price for Vendetta common shares and (ii) the fair value of Vendetta Warrants based upon a Black Scholes model, using the stock price of Cdn$0.09, volatility of 79%, a term of three years and a discount rate of 1.5%. During 2020, Solitario charged gain on derivative instruments $29,000 for the change in the value of the Vendetta Warrants. During 2019, Solitario charged loss on derivative instruments $47,000 for the change in the value of the Vendetta Warrants.   At December 31, 2020 Solitario owns the following marketable equity securities:       Year ended December 31 2020       shares     Fair value (000’s)     Kinross Gold Corp     100,000     $ 734     Vendetta Mining Corp.     11,550,000       544     Vox Royalty Corp.     137,255       323     TNR Gold Corp.     430,000       19         Total           $ 1,620     The following tables summarize Solitario’s marketable equity securities and adjustments to fair value:   (in thousands)   Year ended December 31,       2020     2019     Marketable equity securities at cost   $ 2,099     $ 1,879     Cumulative unrealized (loss) gain on marketable equity securities     (479 )     (840 )   Marketable equity securities at fair value   $ 1,620     $ 1,039     The following table represents changes in marketable equity securities:   (in thousands)   Year ended December 31,       2020     2019   Cost of marketable equity securities sold   $ 73     $ -   Realized gain on marketable equity securities sold     50       -   Proceeds from the sale of marketable equity securities sold     (123 )     -   Net gain (loss) on marketable equity securities     410       (711 ) Additions to marketable equity securities     294       165   Change in marketable equity securities at fair value   $ 581     $ (546 )   The following table represents the realized and unrealized gain (loss) on marketable equity securities:   (in thousands)   Year ended December 31,       2020     2019     Unrealized gain (loss) on marketable equity securities   $ 360     $ (711 )   Realized gain on marketable equity securities sold     50       -     Net gain (loss) on marketable equity securities   $ 410     $ (711 )       48       4.  Operating Lease   Solitario adopted ASU 2016-02 effective January 1, 2019 and accounts for its leases in accordance with ASC 842. Solitario leases one facility, its Wheat Ridge, Colorado administrative office (the “WR Lease”), that has a term of more than one year. Solitario has no other material operating lease costs. The WR Lease is classified as an operating lease and has a remaining term of 2 months at December 31, 2020. The right-of-use office lease asset for the WR Lease is classified as other assets and the related liability as a current office lease liability in the consolidated balance sheet. Lease expense is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred.   During 2020 and 2019, Solitario recognized $40,000 and $40,000, respectively, of non-cash lease expense for the WR Lease included in general and administrative expense. Cash lease payments of $42,000 and $37,000, respectively, were made on the WR Lease during 2020 and 2019 and this amount, less $1,000 and $3,000, respectively, of imputed interest during 2020 and 2019, reduced the related liability on the WR Lease. The discount rate within the WR Lease is not determinable and Solitario applied a discount rate of 5% based upon Solitario’s estimate of its cost of capital in recording the WR Lease. Solitario has $7,000 remaining cash payments as of December 31, 2020 which is also its remaining lease liability.   The following is supplemental cash flow information related to our operating lease for 2020 and 2019:   (in thousands)   Year ended December 31, 2020     Year ended December 31, 2019                 Cash paid for amounts included in the measurement of lease liabilities                Operating cash outflows from WR Lease payments   $ 42     $ 37   Non-cash amounts related to the WR lease                    Right of use assets recorded in exchange for new operating lease liabilities   $ -     $ 82     5. Other Assets   The following items comprised other assets:   (in thousands)   December 31,       2020     2019   Furniture and fixtures, net of accumulated depreciation   $ 34     $ 39   Lik project equipment, net of accumulated depreciation     30       50   Office lease asset     7       45   Vendetta warrants     49       21   Exploration bonds and other assets     4       4   Total other assets   $ 124     $ 159     During 2017, Solitario acquired $100,000 of exploration-related equipment at the Lik project as part of the acquisition of its interest in the Lik project. The equipment is being depreciated over a five-year life on a straight-line basis and Solitario recorded depreciation expense of $20,000 during each of 2020 and 2019 related to this equipment.   6. Revenue mineral property sale   On January 22, 2019, Solitario completed the sale of its interest in certain royalties to SilverStream, discussed above. At closing of the Royalty Sale, Solitario received Cdn$250,000 in cash and the SilverStream Note in the principal amount of Cdn$350,000 and recorded mineral property revenue of $408,000 for the Royalty Sale, consisting of the fair value of the cash received on the date of the sale of $185,000 and the fair value of the SilverStream Note on the date of the sale of $263,000 less the carrying value of the royalties sold of $40,000.     49       7. Income Taxes :   Consolidated loss before income taxes includes losses from foreign operations of $79,000 and $1,261,000 in 2020 and 2019, respectively.   The net deferred tax assets/liabilities in the December 31, 2020 and 2019 consolidated balance sheets include the following components:   (in thousands)   2020     2019   Deferred tax assets:               Loss carryovers   $ 12,636     $ 13,284     Investment in Mineral Property     1,669       1,669     Capitalized Exploration Costs     410       652     Stock option compensation expense     286       228     Unrealized loss on derivative securities     148       237     Other     110       135     Valuation allowance     (15,050 )     (15,999 ) Total deferred tax assets     209       206   Deferred tax liabilities:                   Unrealized gains on marketable equity securities     207       198     Other     2       8   Total deferred tax liabilities     209       206        Net deferred tax liabilities   $ -     $ -     A reconciliation of expected federal income taxes on loss from continuing operations at statutory rates, with the expense for income taxes is as follows:   (in thousands)   2020     2019   Expected income tax benefit   $ (197 )   $ (691 ) Equity based compensation     7       7   Foreign tax rate differences     (8 )     (116 ) State income tax     (37 )     (84 ) Expiration of Capital Loss Carryovers     1,225       66   Adjustment to Deferred Taxes     (23 )     (101 ) Change in valuation allowance     (949 )     900   Permanent differences and other     (18 )     19   Income tax (benefit) expense   $ -     $ -     During 2020, the valuation allowance decreased primarily due to the expiration of Capital Loss carryovers. During 2019, the valuation allowance increased primarily due to the addition of deferred tax assets related to current year net operating losses.   At December 31, 2020, Solitario has unused US Federal Net Operating Loss carryovers of $19,381,000 and unused US State Net Operating Loss carryovers of $20,080,000 which begin expiring in 2027. As a result of the ownership change of Zazu Metals (Alaska) Corp, that resulted from our acquisition of Zazu, utilization of some of these federal and state losses will be limited due to the annual limitation provided by Section 382 of the Internal Revenue Code. Solitario has unused Capital Loss carryovers of $5,576,000 for US Federal and US State purposes which begin to expire in 2021. Solitario has Canadian loss carryforwards of $9,822,000 which begin expiring in 2027. Other foreign loss carryforwards for which Solitario has provided a full valuation allowance relate to Solitario’s exploration activities in Peru. The Peru losses do not expire.     50       Solitario adopted ASC 740, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 requires that Solitario recognize in its consolidated financial statements, only those tax positions that are “more-likely-than-not” of being sustained as of the adoption date, based on the technical merits of the position. As a result of the implementation of ASC 740, Solitario performed a comprehensive review of its material tax positions in accordance with recognition and measurement standards established by ASC 740. The provisions of ASC 740 had no effect on Solitario’s financial position, cash flows or results of operations at December 31, 2020 or December 31, 2019, or for the years then ended as Solitario had no unrecognized tax benefits.   Solitario and its subsidiaries are subject to the following material taxing jurisdictions: United States Federal, State of Colorado, State of Alaska, Canada and Peru. Solitario’s United States federal, Canada and State of Alaska returns for years 2017 and forward and Solitario’s Peru and State of Colorado returns for tax years 2016 and forward are subject to examination. Solitario’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. Solitario has no accrued interest or penalties related to uncertain tax positions as of December 31, 2020, or December 31, 2019 or for the years then ended.   8. Derivative Instruments:   Covered call options   From time-to-time Solitario has sold covered call options against its holdings of shares of common stock of Kinross Gold Corporation (“Kinross”) included in Marketable Equity Securities. The business purpose of selling covered calls is to provide additional income on a limited portion of shares of Kinross that Solitario may sell in the near term, which is generally defined as less than one year and any changes in the fair value of its covered calls are recognized in the statement of operations in the period of the change. During 2020, Solitario sold covered calls against its holdings of Kinross for cash proceeds of $103,000, and repurchased certain of its covered calls prior to expiration for $224,000. As of December 31, 2020, Solitario has no remaining liability, related to one outstanding Kinross call option which expired unexercised in January 2021. During 2019 Solitario sold covered calls against its holdings of Kinross for $9,000 in cash, all of which expired unexercised during 2019.   Vendetta Warrants   At both December 31, 2020 and 2019 Solitario held Vendetta Warrants which give Solitario the right to purchase 3,450,000 Vendetta common shares for Cdn$0.13 per share through July 31, 2022. At December 31, 2020, and 2019 Solitario recorded Vendetta Warrants at their fair value of $49,000 and $21,000, respectively, based upon a Black Scholes model.   The following items comprise gain (loss) on derivative instruments:   (in thousands)   Year ended December 31,        2020      2019     (Loss) Gain on Kinross calls – realized   $ (121 )   $ 9     Gain (loss) on Vendetta Warrants – unrealized     29       (47 )     $ (92 )   $ (38 )   9. Paycheck Protection Program Loan   On April 20, 2020, in response to significant market volatility and uncertainty, our general history of operating losses, and the resulting need for Solitario to conserve its financial resources, Solitario applied for and received a loan in the amount of $70,000 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to help fund Company payroll, rent and utilities obligations. The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of the loan. The PPP Loan may be prepaid at any time prior to maturity, under certain conditions, with no prepayment penalties. The PPP Loan promissory note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. Solitario believes it used the proceeds from the PPP Loan for qualifying expenses and applied for forgiveness of the PPP Loan in accordance with the terms of the CARES Act. During 2020, $60,000 of the PPP Loan was forgiven, and Solitario recorded $60,000 of other income related to the forgiveness of the PPP Loan. However, Solitario cannot assure that forgiveness for any of the remaining portion of the PPP Loan of $10,000 will occur. In addition, the Small Business Administration retains the right to review the eligibility requirements of Solitario for its PPP Loan. As of December 31, 2020, Solitario has recorded $10,000 for the PPP Loan, including accrued interest through December 31, 2020 at 1% per annum, as a current liability. Solitario expects to repay its remaining balance of the PPP Loan, less forgiveness, if any, within the next twelve months.     51       10. Fair Value of Financial Instruments :   For certain of Solitario's financial instruments, including cash and cash equivalents, the SilverStream Note in 2019, payables and short-term debt, the carrying amounts approximate fair value due to their short maturities. Solitario's marketable equity securities, including its investment in shares of Kinross common stock, Vendetta common stock, Vox common stock and TNR Gold Corp (“TNR”) common stock are carried at their estimated fair value based on publicly available quoted market prices.   Solitario applies ASC 820 that establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:   Level 1 : Quoted prices in active markets for identical assets or liabilities; Level 2 : Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.   The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. During the years ended December 31, 2020 and 2019, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.   The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of December 31, 2020:   (in thousands)   Level 1     Level 2     Level 3     Total   Assets                           Short-term investments   $ 5,798     $ -     $ -     $ 5,798     Marketable equity securities   $ 1,620     $ -     $ -     $ 1,620     Vendetta Warrants   $ -     $ 49     $ -     $ 49     The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of December 31, 2019:   (in thousands)   Level 1     Level 2     Level 3     Total   Assets                           Short-term investments   $ 6,829     $ -     $ -     $ 6,829     Marketable equity securities   $ 1,039     $ -     $ -     $ 1,039     Vendetta Warrants   $ -     $ 21     $ -     $ 21     Items measured at fair value on a recurring basis:   Short-term investments: At December 31, 2020 and 2019, Solitario’s holdings of short-term investments consist of USTS recorded at their fair value based upon quoted market prices. Marketable equity securities : At December 31, 2020 and 2019, the fair value of Solitario’s holdings in shares of Vendetta, Kinross, Vox, and TNR marketable equity securities are based upon quoted market prices. Vendetta Warrants : At December 31, 2020 and 2019 the fair value of Solitario’s Vendetta Warrants is based upon a Black Scholes model, using market inputs.   During the year ended December 31, 2020, Solitario did not change any of the valuation techniques used to measure its financial assets and liabilities at fair value.     52       11. Commitments and Contingencies:   In acquiring its interests in mineral claims and leases, Solitario has entered into lease agreements, which may be canceled at its option without penalty. Solitario is required to make minimum rental and option payments in order to maintain its interests in certain claims and leases. See Note 2, “Mineral Properties,” above. Solitario estimates its 2021 property rentals and option payments for properties Solitario owns, has under joint venture or Solitario operates to be approximately $788,000. Assuming that Solitario’s joint ventures continue in their current status and that Solitario does not appreciably change its property positions on existing properties, approximately $780,000 of these annual payments are paid or are reimbursable to us by Solitario’s joint venture partners. Solitario may be required to make further payments in the future if it acquires new properties or enters into new agreements.   12. Employee Stock Compensation Plans:   On June 18, 2013, Solitario’s shareholders approved the Solitario Resources Corporation Omnibus Stock Incentive Plan (the “2013 Plan”). Under the terms of the 2013 Plan, as amended, a total of 5,750,000 shares of Solitario common stock are reserved for awards to directors, officers, employees and consultants. Awards granted under the 2013 Plan may take the form of stock options, stock appreciation rights, restricted stock, and restricted stock units. The terms and conditions of the awards are pursuant to the 2013 Plan and are granted by the Board of Directors or a committee appointed by the Board of Directors.   a.)     2013 Plan stock option grants   The following table shows the grant date fair value of Solitario’s awards during 2020 and 2019 pursuant to the 2013 Plan:   Grant Date   4/2/20 (1)     1/24/19 (1)   Option – grant date price   $ 0.20     $ 0.28   Options granted     1,325,000       150,000   Expected life years     5.0       5.0   Expected volatility     67 %     64 % Risk free interest rate     0.4 %     2.4 % Weighted average fair value   $ 0.11     $ 0.16   Grant date fair value   $ 145,000     $ 23,000     (1) Option grants have a five-year term, and vest 25% on date of grant and 25% on each of the next three anniversary dates.   b.)     Stock option activity   During 2020 and 2019 no options granted from the 2013 Plan were exercised. The following table summarizes the activity for stock options outstanding under the 2013 Plan for the years ended December 31, 2020 and 2019:       2020     2019             Weighted                 Weighted                   Average     Aggregate           Average     Aggregate       RSUs/     Exercise     Intrinsic     RSUs/     Exercise     Intrinsic       Options     Price     Value (1)     Options     Price     Value (2)                                         Outstanding, beginning of year     4,373,000     $ 0.58               5,223,160     $ 0.76           Granted     1,325,000     $ 0.20               150,000     $ 0.28           Exercised     -       -               -       -           Expired     -       -               (1,000,160 )   $ 1.47           Forfeited     (140,000 )   $ 0.77               -       -           Outstanding, end of year     5,558,000     $ 0.48     $ 925,000       4,373,000     $ 0.58     $ 3,000   Exercisable, end of year     4,083,500     $ 0.57     $ 446,000       2,774,000     $ 0.63     $ 840     (1) Intrinsic value based upon December 31, 2020 price of a share of Solitario common stock as quoted on the NYSE American exchange of $0.56 per share. (2) Intrinsic value based upon December 31, 2019 price of a share of Solitario common stock as quoted on the NYSE American exchange of $0.30 per share.     53       During the years ended December 31, 2020 and 2019, Solitario recorded $315,000 and $343,000, respectively, of stock option expense under the 2013 Plan for the amortization of the grant date fair value of each of its outstanding options with a credit to additional paid-in-capital. At December 31, 2020, the total unrecognized stock option compensation cost related to non-vested options is $146,000 and is expected to be recognized over a weighted average period of 20 months.   13. Share Repurchase Program   On October 28, 2015, Solitario’s Board of Directors approved a share repurchase program that authorized Solitario to purchase up to two million shares of its outstanding common stock. During 2020 Solitario’s Board of Directors extended the expiration date of the share repurchase program through December 31, 2021. During the years ended December 31, 2020 and 2019, Solitario purchased 24,700 and 38,400 shares of Solitario common stock, respectively, for an aggregate purchase price of $5,000 and $13,000, respectively. As of December 31, 2020, Solitario has purchased a total of 994,000 shares for an aggregate purchase price of $467,000 under the share repurchase program since its inception.   14. Subsequent events   Solitario has evaluated events subsequent to December 31, 2020 to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued.   In January 2021, Solitario extended its lease on its Wheat Ridge, Colorado office space for a period of 32 months and the Wheat Ridge, Colorado office lease now expires on October 31, 2023. As of January 25, 2021, the commencement date of the lease extension Solitario has total minimum lease payments of $110,000, with a net present value of $103,000, using Solitario’s estimated cost of capital of 5% at the commencement date of the lease extension.   In February 2021 Solitario entered into an at-the-market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), establishing an at-the-market equity program (the “ATM Program”). Pursuant to the ATM Program, Solitario may, from time-to-time issue and sell shares of our common stock (the “Shares”) to the public through Wainwright on the NYSE American stock exchange up to $9,000,000 aggregate sales price through the ATM Program. Solitario will determine, at its sole discretion, the timing and number of the Shares to be sold. We are not obligated to make any sales of Shares under the ATM Agreement.           54     Item 9.  C hanges in and Disagreements with Accountants on Accounting and Financial Disclosure   None   Item 9A.  C ontrols and Procedures   The management of Solitario is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). During the fiscal period covered by this report, Solitario's management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of Solitario’s internal control over financial reporting and the design and operation of Solitario’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). This evaluation of the effectiveness of our internal control over financial reporting was based on the framework and criteria established in Internal Control – Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluations, Solitario’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2020, Solitario’s internal control over financial reporting is effective and that its disclosure controls and procedures are effective to ensure that information required to be disclosed by Solitario in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to Solitario’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There were no changes in internal control over financial reporting during the three months ended December 31, 2020.   This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, Solitario’s management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.   Item 9B.  O ther Information             None   55     PART III   Item 10. Directors, Executive Officers and Corporate Governance             The information required under Item 10 is incorporated herein by reference to the information set forth in our definitive proxy statement in connection with the annual meeting of shareholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2020 pursuant to Section 14(a) of the Exchange Act (the "2021 Proxy").   Item 11.  E xecutive Compensation             The information required under Item 11 is incorporated herein by reference to the information set forth in the 2021 Proxy.   Item 12.  S ecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters             The information with respect to Item 12 is incorporated herein by reference to the information set forth in the 2021 Proxy .   Item 13.  C ertain Relationships and Related Transactions, and Director Independence             The information with respect to Item 13 is incorporated herein by reference to the information set forth in the 2021 Proxy .   Item 14. Principal Accounting Fees and Services             The information required under Item 14 is incorporated herein by reference to the information set forth in the 2021 Proxy .       56     PART IV   Item 15. Exhibits, Financial Statement Schedules             The following documents are filed as a part of this Annual Report on Form 10-K:   1.     Financial Statements             The following financial statements contained in Part II, Item 8 are filed as part of this Annual Report on Form 10-K:   Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2020 and 2019 Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020 and 2019 Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019 Notes to Consolidated Financial Statements     2.     Financial Statement Schedules             Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes thereto described in Item 15(1) above.   3.     Exhibits             The Exhibits listed in the Index to Exhibits, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this Annual Report on Form 10-K.   Item 16. Form 10-K S ummary   None.         57     S IGNATURES             Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   SOLITARIO ZINC CORP.     By: /s/ James R. Maronick        Chief Financial Officer     Date: March 5, 2021       Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.   Signature   Title Date         /s/       Christopher E. Herald,  Chief Executive Officer   Principal Executive Officer and Director March 5, 2021         /s/       James R. Maronick,  Chief Financial Officer   Principal Financial and Accounting Officer March 5, 2021           /s/     John Labate       A majority of   /s/ the Board of March 5, 2021 Brian Labadie Directors         /s/     James Hesketh           /s/ Gil Atzmon   /s/ Joshua D. Crumb             By: /s/       James R. Maronick,  Attorney-in-fact           58     INDEX TO EXHIBITS   Description           3.1 Amended and Restated Articles of Incorporation of Solitario Exploration & Royalty Corp., as Amended (incorporated by reference to Exhibit 3.1 to Solitario’s Form 10-Q filed on August 10, 2010)         3.1.1 Articles of Amendment to Restated Articles of Incorporation of Solitario Zinc Corp. (incorporated by reference to Exhibit 3.1 to Solitario’s Current Report on Form 8-K filed on July 14, 2017)         3.2 Amended and Restated By-laws of Solitario Exploration & Royalty Corp. (incorporated by reference to Exhibit 99.1 to Solitario’s Form 8-K filed on March 22, 2013)         4.1 Form of Common Stock Certificate of Solitario Zinc (incorporated by reference to Exhibit 4.1 to Solitario’s Form 10-Q filed on November 8, 2017)         4.2 Description of Common Stock (incorporated by reference to Exhibit 4.2 to Solitario’s Form 10-K filed on March 2, 2020)         10.1# 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to Solitario’s Form 8-K filed on June 20, 2013)         10.2# Change in Control Severance Benefits Agreement between Solitario Resources Corporation and Christopher E. Herald, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.1 to Solitario's Form 8-K filed on March 14, 2007)         10.3# Change in Control Severance Benefits Agreement between Solitario Resources Corporation and James R. Maronick, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.2 to Solitario's Form 8-K filed on March 14, 2007)         10.4# Change in Control Severance Benefits Agreement between Solitario Resources Corporation and Walter W. Hunt, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.3 to Solitario's Form 8-K filed on March 14, 2007)         10.5 Framework Agreement for the Exploration and Development of Potential Mining Properties, related to Solitario's 100% owned Florida Canyon project in Peru between Minera Florida Canyon S.A., Minera Solitario Peru S.A.C., Solitario Resources Corporation, and Votorantim Metais – Cajamarquilla S.A., dated March 24, 2007 (incorporated by reference to Exhibit 10.2 to Solitario's Form 8-K filed on October 4, 2007)         10.6 Performance Agreement for Funding of Drilling Program between Compañía Minera Milpo, S.A.A. and Minera Solitario Peru S.A.C, related to the Framework Agreement for the Development of Mining Properties dated August 1, 2019 (incorporated by reference to Exhibit 10.7 to Solitario’s Form 10-K filed on March 3, 2020)         10.7# First Amendment to the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to Solitario’s Form 8-K filed on June 29, 2017)         10.8 At The Market Offering Agreement between Solitario Zinc Corp. and H.C. Wainwright & Co., LLC, dated February 2, 2021 (incorporated by reference to Solitario’s Form 8-K filed on February 2, 2021)         14.1 Code of Ethics for the Chief Executive Officer and Senior Financial Officer (incorporated by reference to Exhibit 99.1 to Solitario's Form 8-K filed on July 18, 2006)         21.1* Subsidiaries of Solitario Zinc Corp.         23.1* Consent of Plante & Moran, PLLC         24.1* Power of Attorney         31.1* Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         31.2* Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         101* The following financial statements, formatted in XBRL: (i) Consolidated Balance Sheets as of December 31, 2020 and 2019; (ii) Consolidated Statements of Operations for the years ended December 31, 2020 and 2019; (iii) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020 and 2019; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019; and (v) Notes to the Consolidated Financial Statements.         * Filed herewith # Designates a management contract, or a compensatory plan or arrangement.     59