What changed in this filing

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Item 1A. Risk Factors

2023-03-16 compared with 2022-03-30 · 43 added, 40 removed, 196 unchanged (30% of the section changed)

In addition to considering the other information in this Form 10-K, you should consider carefully the following factors.

In addition to considering the other information in this Annual Report on Form 10-K, you should consider carefully the following factors.

The risks described below are the significant risks we face and include all material risks of which we are aware.

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Major expenditures are required to determine if any of our mineral properties may have the potential to be commercially viable, be salable or joint ventured.

From time to time, we may acquire a mineral property asset and later determine to abandon that project for various reasons (as occurred with our Gold Coin project), and as a result costs incurred to acquire the asset, and any costs incurred for initial exploration efforts will be lost.

Moreover, significant expense and risks, including drilling and determining the feasibility of a project, are required prior to the establishment of reserves.

From time to time, we may acquire a mineral property asset and later determine to abandon that project for various reasons, and as a result costs incurred to acquire the asset, and any costs incurred for initial exploration efforts will be lost.

Moreover, significant expenses and risks, including drilling and determining the feasibility of a project, are required prior to the establishment of reserves.

It is impossible to ensure that the current or proposed exploration programs on properties in which we have an interest will be commercially viable or that we will be able to sell, joint venture or develop our properties.

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In addition, there is no assurance that if such work and studies are undertaken and completed, that either or both of these projects will be determined to be economically viable.

The lack of reserves on these mineral properties could prohibit us from any near-term sale or joint venture of our mineral properties and we would not be able to realize any proceeds and or profit from our interests in such mineral properties, which could materially adversely affect our financial position or results of operations.

The lack of reserves on these mineral properties could prohibit us from any near-term sale or joint venture of such mineral properties and we would not be able to realize any proceeds and or profit from our interests in such mineral properties, which could materially adversely affect our financial position or results of operations.

Our Golden Crest project is an early-stage exploration project with no mineral resources or mineral reserves as defined by SEC rules.

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Mining exploration operations are subject to the hazards and risks normally related to exploration of a mineral deposit, including, but not limited to mapping and sampling, drilling, road building, trenching, assaying and analyzing rock samples, transportation over primitive roads or via small contract aircraft or helicopters and severe weather conditions.

Any of the hazards of mining exploration could result in damage to life or property, and environmental damage, and possible legal liability for such damage.

Any of the hazards of mineral exploration could result in damage to life or property, and environmental damage, and possible legal liability for such damage.

Any of these risks could cause us to incur significant unexpected costs that could have a material adverse effect on our financial condition and ability to finance our exploration and development activities.

Our operations outside of the United States of America may be adversely affected by factors outside of our control, such as changing political, local and economic conditions, any of which could materially adversely affect our financial position or results of operations.

Our mineral properties located in Latin America consist primarily of mineral concessions granted by national governmental agencies and are held 100% by us or in conjunction with our joint venture partners, or under lease, option or purchase agreements.

Certain of our mineral properties are located in Peru and we have previously held mineral properties and royalties on non-producing exploration properties in Peru, Mexico and Brazil.

Our mineral properties located in Peru consist primarily of mineral concessions granted by national governmental agencies and are held 100% by us or in conjunction with our joint venture partners, or under lease, option or purchase agreements.

Currently a portion of our mineral properties are located in Peru and we have previously held mineral properties and royalties on non-producing exploration properties in Peru, Mexico, Argentina, Bolivia and Brazil.

Our current exploration activities and mineral properties located outside of the United States are subject to the laws of Peru (and any other countries in which we may conduct business).

Exploration and potential development activities in other countries we may conduct exploration are potentially subject to political and economic risks, including:

Exploration and potential development activities in other countries where we may conduct exploration are potentially subject to political and economic risks, including:

cancellation or renegotiation of contracts;

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risks of loss due to community opposition to our activities, civil strife, acts of war, guerrilla activities, insurrection and terrorism;

other risks arising out of foreign sovereignty over the areas in which our exploration activities

are conducted.

other risks arising out of foreign sovereignty over the areas in which our exploration activities are conducted.

Accordingly, our current exploration activities outside of the United States may be substantially affected by factors beyond our control, any of which could materially adversely affect the value of certain of our assets or results of operations.

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The capital required for exploration and development of mineral properties is substantial.

In the past we have financed operations through the sale of interests in mineral properties, including the sales of our common stock, and the sale of our interest in the former Mt.

In the past we have financed operations through public and private sales of our common stock, the sale of interests in mineral properties (including the sale of our interest in the former Mt.

Hamilton project in 2015), the utilization of joint venture arrangements with third parties (generally providing that the third party will obtain a specified percentage of our interest in a certain property or a subsidiary owning a property in exchange for the expenditure of a specified amount), the sale of other assets including short-term investments, the sale of marketable equity securities we hold, and funds from the issuance of long-term debt.

We likely will need to raise additional capital, or enter into new joint venture arrangements, in order to fund our obligations with respect to our properties and our exploration activities required to determine whether mineral deposits on our projects are commercially viable.

We expect to need to raise additional capital, or enter into new joint venture arrangements, in order to fund our obligations with respect to our properties and our exploration activities required to determine whether mineral deposits on our projects are commercially viable.

New financing or acceptable joint venture partners may or may not be available on a basis that is acceptable to us.

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These costs or an adverse ruling with regards to any challenge of our titles could have a material adverse effect on our financial position or results of operations.

Occurrence of events for which we are not insured may materially adversely affect our business.

Occurrence of events for which we are not insured or have limited insurance coverage may materially adversely affect our business.

Mineral exploration is subject to risks of human injury, environmental liability and loss of assets.

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We do not maintain insurance against political risk.

Occurrence of events for which we are not insured could have a material adverse effect on our financial position or results of operations.

Severe weather or violent storms could materially affect our operations due to damage or delays caused by such weather.

Our exploration activities are subject to normal seasonal weather conditions that often hamper and may temporarily prevent exploration or development activities.

There is a risk that unexpectedly harsh weather or violent storms could affect areas where we conduct these activities.

Occurrence of events for which we are not insured or have limited insurance coverage could have a material adverse effect on our financial position or results of operations.

Normal weather variations as well as severe or violent storms could materially affect our operations due to damage or delays caused by such weather.

Our exploration activities (and those of our joint venture partners) are subject to normal seasonal weather conditions that often hamper and may temporarily prevent exploration or development activities.

There is a risk that unexpectedly harsh weather or violent storms could affect areas where our projects are located and we or our joint venture partners conduct these activities.

Delays or damage caused by severe weather could materially affect our operations or our financial position.

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and a description and evaluation of the effectiveness of the operational measures planned to mitigate the environmental impacts.

Currently, the expenditures to obtain exploration permits to conduct our exploration activities are not material to our total exploration cost.

The expenditures to obtain exploration permits to conduct our exploration activities may be material to our total exploration cost.

The laws and regulations in all the countries in which we operate, or own assets are continually changing and are generally becoming more restrictive, especially environmental laws and regulations.

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Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining properties.

Our exploration operations, including any exploration drilling programs and other exploration activities, require permits from various state and federal governments, including permits for the use of water and for drilling water wells.

We may be unable to obtain these permits in a timely manner, on reasonable terms or on terms that provide us sufficient resources to develop our properties in any way.

We may be unable to obtain these permits in a timely manner, on reasonable terms or on terms that provide us sufficient resources to explore or develop our properties in any way.

Even if we are able to obtain such permits, the time required by the permitting process can be significant.

If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of our properties will be adversely affected, which may in turn adversely affect our results of operations, financial condition, cash flows and market price of our securities.

Due to increased activity levels of non-governmental, native American, aboriginal, and local groups targeting the mining industry, the potential for the government or process instituted by these local groups, to delay the issuance of permits or impose new requirements or conditions upon mining operations may be increased.

Due to increased activity levels of non-governmental environmental groups, native American, aboriginal, and local groups targeting the mining industry, the potential for the government or process instituted by these local groups, to delay the issuance of permits or impose new requirements or conditions upon mining operations may be increased.

Any changes in government policies may be costly to comply with and may delay mining operations.

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If our interests are materially adversely affected as a result of a violation of applicable laws, regulations, permitting requirements or a change in applicable law or regulations, it would have a significant negative impact on the value of our company and could have a significant impact on our stock price.

Our business is sensitive to nature and climate conditions.

A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels.

Our business could be negatively affected by changing climate and climate change laws.

A number of governments, including the United States, have introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels.

Regulations relating to emission levels (such as carbon taxes) and energy efficiency are becoming more stringent.

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In addition, the physical risks of climate change may also have an adverse effect on our operations and properties.

Some of the countries in which we own mineral property assets have implemented, and are developing, laws and regulations related to climate change and greenhouse gas emissions.

Legislation and increased regulation and requirements regarding climate change could impose increased costs on us, our joint venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Some of the countries in which we own or have owned mineral property assets have implemented, and are developing, laws and regulations related to climate change and greenhouse gas emissions.

Legislation and increased regulation and requirements regarding climate change could impose increased costs or limit our ability, or our joint venture partners’ ability, to effectively advance our projects, including impacting our suppliers through increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Our business is dependent on the market price of certain commodities, particularly gold and zinc, and currency exchange rates over which we have no control.

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Hunt, and our Chief Financial Officer, James R.

All of those officers have many years of experience and an extensive background with Solitario and in the mining industry in general.

All those officers have many years of experience and an extensive background with Solitario and in the mining industry in general.

We may not be able to replace that experience and knowledge with other individuals.

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Therefore, our results are subject to the additional risks associated with the financial condition, operational expertise and corporate priorities of our joint venture partners.

The success of projects held under joint ventures or royalty interests that are not operated by us are substantially dependent on the joint venture partner, over which we have limited or no control.

The success of projects held under joint ventures that are not operated by us are substantially dependent on the joint venture partner, over which we have limited or no control.

Our Florida Canyon project and our Lik project are joint ventured with other mining companies that manage the exploration activities on the projects.

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Consequently, we are highly dependent on the operational expertise and financial condition of our joint venture partners, as well as their corporate priorities.

For instance, even though our joint venture property may be highly prospective for exploration success, or economically viable based on feasibility studies, our partner may decide to not fund the further exploration or development of our project based on their respective financial condition or other corporate priorities.

For instance, even though our joint venture property may be highly prospective for exploration success, or economically viable based on feasibility studies, our partner may decide not to fund the further exploration or development of our project based on their respective financial condition or other corporate priorities.

Therefore, our results are subject to the additional risks associated with the financial condition, operational expertise and corporate priorities of our joint venture partners, which could have a material adverse effect on our financial position or results of operations.

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therefore, in the future, our results may become subject to additional risks associated with development and production of our foreign mining projects.

We are not currently involved in mining development or operation at any of our properties.

Neither we, nor our joint venture partners are currently involved in mining development or mining operations at any of our properties.

In order to realize a profit from our mineral interests we have to:

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or (4) create and retain a royalty interest in a property with a third party that agrees to advance the property toward development and mining.

In the future, if our exploration results show sufficient promise in a future domestic or foreign project, not currently under joint venture, we may either look to form a joint venture with another mining company to develop and/or operate the project or sell the property outright and retain partial ownership or a retained royalty based on the success of such project.

In the future, if our exploration results show sufficient promise in a future project, not currently under joint venture, we may either look to form a joint venture with another mining company to develop and/or operate the project or sell the property outright and retain partial ownership or a retained royalty based on the success of such project.

Therefore, in the future, our results may become subject to the additional risks associated with development and production of mining projects in general.

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We have evaluated a wide variety of acquisition opportunities involving mineral properties and companies for acquisition and we anticipate evaluating potential acquisition opportunities in the future.

Some of these opportunities may involve a substantial amount of capital or the issuance of our capital stock to successfully acquire.

Some of these opportunities may require a substantial amount of capital or the issuance of our capital stock to successfully acquire.

As many of these opportunities do not have reliable feasibility-level studies, we may have to rely on our own estimates for investment analysis.

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As a Colorado corporation, we are subject to the FCPA and similar worldwide anti-bribery laws, which generally prohibit United States companies and their intermediaries from engaging in bribery or other improper payments to foreign officials for the purpose of obtaining or retaining business.

Foreign companies, including some that may compete with our company, are not subject to U.S.

Foreign companies, including some that may compete with us, are not subject to U.S.

laws and regulations, including the FCPA, and therefore our exploration, and potential future development, production and mine closure activities are subject to the disadvantage of competing against companies from countries that are not subject to these prohibitions.

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Issuances of our stock in the future could dilute existing shareholders and adversely affect the market price of our common stock.

We have the authority to issue up to 100,000,000 shares of common stock, 10,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without shareholder approval.

In addition, during 2021 we put an ATM program in place and expect to sell shares of our common stock under that program from time to time.

We have the authority to issue up to 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without shareholder approval.

In addition, during 2021 we put an ATM (“At the Market”) program in place and expect to sell shares of our common stock under that program from time to time.

Future issuances of our securities could be at prices substantially below the price paid for our common stock by our current shareholders.

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General Risk Factors

The outbreak of pandemics, including the coronavirus (COVID-19) may affect our assets and development plans.

The outbreak of pandemics, including the coronavirus (COVID-19) may affect our assets, operations and development plans at our projects.

We face risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt our operations and may materially and adversely affect our business and financial conditions.

Our business still could be adversely impacted by the effects of the COVID-19 or other epidemics or pandemics.

In December 2019, a novel strain of COVID-19 emerged in China and has spread globally, including the areas we operate in - the western U.S., Alaska, and Peru.

How COVID-19 may ultimately impact our business, including our future exploration and other activities and the market for our securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity, and any recurrence of various strains of the outbreak and the actions taken to contain or treat the coronavirus outbreak.

In particular, the continuing spread of COVID-19 and travel and other restrictions established to curb the spread of COVID-19, could materially and adversely impact our business including without limitation, planned exploration programs at our Florida Canyon, Lik and Golden Crest projects during 2022 and beyond, employee health, workforce productivity, increased insurance premiums, limitations on travel, labor shortages and the availability of industry experts and personnel, the timing to process drill, other metallurgical testing, supply chain constraints that impede exploration operations, and other factors that will depend on future developments beyond our control, which may have a material and adverse effect on our business, financial condition and results of operations.

How these epidemics or pandemics may ultimately impact our business, including our future exploration and other activities and the market for our securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity, and any recurrence of various strains of the outbreak and the actions taken to contain or treat the coronavirus outbreak.

In particular travel and other restrictions established to curb the spread of COVID-19, or other pandemic diseases could materially and adversely impact our business including without limitation, planned exploration programs at our Florida Canyon, Lik and Golden Crest projects during 2023 and beyond, employee health, workforce productivity, increased insurance premiums, limitations on travel, labor shortages and the availability of industry experts and personnel, the timing to process drilling and other metallurgical testing, supply chain constraints that impede exploration operations, and other factors that will depend on future developments beyond our control, which may have a material and adverse effect on our business, financial condition and results of operations.

There can be no assurance that we will not be impacted by COVID-19 or other pandemic diseases and that we could ultimately see our workforce productivity reduced or incur increased medical costs or insurance premiums as a result of these health risks.

In addition, the outbreak of COVID-19 has resulted in a widespread global health crisis that contributed to volatility in the economy and financial markets that could have an adverse effect on the future demand for precious and base metals and, in turn, our prospects.

The outbreak of additional strains of COVID-19 or other pandemic diseases could create a widespread global health crisis that contributes to volatility in the economy and financial markets that could have an adverse effect on the future demand for precious and base metals and, in turn, our prospects.

A significant portion of our liquid assets consist of U.S.

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The failure of the financial institutions that issued or hold these financial instruments or our cash could have a material adverse impact on the market price of our common stock and our liquidity and capital resources.

At December 31, 2021, we have invested $4,236,000 in United States Treasury securities (“USTS”) held in a brokerage account, with maturities of between 30 days and 12 months and we have approximately $451,000 of our cash in uninsured deposit accounts and brokerage accounts which are not covered by FDIC insurance.

At December 31, 2022, we have invested $3,951,000 in United States Treasury securities (“USTS”) held in a brokerage account, with maturities of between 15 days and 12 months and we have approximately $293,000 of our cash in uninsured deposit accounts and brokerage accounts which are not covered by Federal Deposit Insurance Company insurance.

The failure of a financial institution holding these funds and assets could have a material impact on the market price of our common stock and our liquidity and capital resources.

Increased costs could impede our ability to explore sell or develop our current projects.

Capital and operating costs at mining operations are subject to variation due to a number of factors, such as changing ore grade, changing metallurgy, and revisions to mine plans in response to changing commodity prices, additional drilling results and updated geologic interpretations.

In addition, costs are affected by the cost of capital, tax and royalty regimes, trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well as the costs of fuel, electricity, operating supplies, and appropriately skilled labor.

These costs are at times subject to volatile price movements, including increases that could negatively affect our ongoing exploration efforts and negatively impact our potential for future development or sale of our exploration projects as well as our estimates of mineral resources.

This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

We are dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation and integration.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors