What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-16 compared with 2022-03-30 · 80 added, 117 removed, 437 unchanged (31% of the section changed)

1 unchanged sentence

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (Plante & Moran, PLLC, Denver, Colorado, PCAOB ID 166 )

Report of Independent Registered Public Accounting Firm

(Plante & Moran, PLLC, Denver, Colorado, PCAOB ID 166 )

Consolidated Balance Sheets as of December 31, 2022 and 2021

27 unchanged sentences

We determined that there are no critical audit matters.

/s/ Plante & Moran, PLLC

/s/ Plante & Moran, LLLC

We have served as the Company’s auditor since 2004.

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Accounts payable

Paycheck Protection Loan

Operating lease liability

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CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(in thousands, except per share amounts)

For the years ended December 31,

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Loss on derivative instruments

(Loss) gain on sale of marketable equity securities

Loss on sale of marketable equity securities

Unrealized loss on short-term investments

Unrealized gain on marketable equity securities

Unrealized (loss) gain on marketable equity securities

Total other income (expense)

8 unchanged sentences

(in thousands, of U.S.

Dollars except share amounts)

except share amounts)

Shareholders’

1 unchanged sentence

Stock option expense

Repurchase of shares for cancellation

Issuance of shares – option exercises

Issuance of shares – ATM, net

Issuance of shares – private placement

Balance at December 31, 2021

2 unchanged sentences

Issuance of shares – ATM, net

Issuance of shares – private placement

Balance at December 31, 2021

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(in thousands of U.S.

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Adjustments to reconcile net loss to net cash used in operating activities:

Unrealized gain on marketable equity securities

Unrealized loss (gain) on marketable equity securities

Unrealized loss on short-term investments

Loss (gain) on sale of marketable equity securities

Loss on sale of marketable equity securities

Loss on derivative instruments

Other income – Paycheck Protection Program loan forgiveness

Other income – gain on conversion of SilverStream note

Mineral property impairment

9 unchanged sentences

Sale of marketable equity securities

Sale (Purchase) of derivative instruments – net

Sale of derivative instruments – net

Additions to other assets

1 unchanged sentence

Financing activities:

Issuance of common stock – net of acquisition costs

Issuance of common stock – net of issuance costs

Stock options exercised for cash

Paycheck Protection Program loan

Repurchase of Solitario common stock for cancellation

Net cash provided in financing activities

Net (decrease) increase in cash and cash equivalents

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of year

3 unchanged sentences

Acquisition of right to use asset

Conversion of SilverStream note to Marketable equity securities

Acquisition of Gold Coin property included in accounts payable

See Notes to Consolidated Financial Statements.

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Solitario Zinc Corp.

(“Solitario,” or the “Company”) is an exploration stage company as defined by rules issued by the United States Securities and Exchange Commission (“SEC”).

(“Solitario,” or the “Company”) is an exploration stage company as defined by rules issued by the United States Securities and Exchange Commission (the “SEC”).

Solitario was incorporated in the state of Colorado on November 15, 1984 as a wholly-owned subsidiary of Crown Resources Corporation ("Crown").

5 unchanged sentences

In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario also evaluates potential strategic transactions for the acquisition of new precious and base metal properties and assets with exploration potential or business combinations that Solitario determines to be favorable to Solitario.

Solitario has previously recorded revenue in the past from the sale of mineral properties.

Solitario has recorded revenue in the past from the sale of mineral properties.

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, its interest in the Lik project and its interest in the Golden Crest project in South Dakota to be its core mineral property assets.

Solitario currently considers its carried interest in the Florida Canyon project in Peru, its interest in the Lik project in Alaska and its interest in the Golden Crest project in South Dakota to be its core mineral property assets.

Nexa Resources, Ltd.

1 unchanged sentence

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.

During 2021 Solitario entered into a lease for exclusive exploration and mining rights to certain mineral claims (the “GC Claims”) in the Black Hills region of South Dakota.

The GC claims along with certain other claims (the “SRC Claims”) which Solitario acquired through staking during 2021 form the Golden Crest project, which is further described below.

Solitario capitalized $ 695,000 as initial acquisition costs on the Golden Crest project during 2021.

All future exploration expenditures for the Golden Crest project will be expensed as incurred as until such time Solitario establishes proven and probable reserves, which cannot be assured.

Solitario is conducting mineral exploration of its Golden Crest project on its own.

As of December 31, 2022 and 2021, Solitario has balances of cash and short-term investments that Solitario anticipates using, in part, to further the development of the Florida Canyon project, the Lik project and the Golden Crest project and to potentially acquire additional mineral property assets.

If Solitario establishes proven and probable reserves in the future, 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.

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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 future recorded revenues.

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 any potential future recorded revenues.

Use of estimates

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At December 31, 2022, Solitario has United States Treasury securities (“USTS”) with maturities of 15 days to one year , recorded at their fair value of $ 3,951,000 compared to USTS recorded at their fair value of $ 4,236,000 at December 31, 2021.

Solitario also holds FDIC insured bank certificates of deposit (“CD’s”) with face values between $ 100,000 and $ 250,000 and maturities of three months to one year , which are recorded at their fair value of $ 851,000 at December 31, 2021 compared to the fair value of Solitario’s CD’s of $ 1,809,000 at December 31, 2020.

At December 31, 2021, Solitario also held FDIC insured bank certificates of deposit (“CD’s”) with face values between $ 100,000 and $ 250,000 and maturities of three months to one year, which are recorded at their fair value of $851,000 .

Solitario’s short-term investments are recorded at their fair value based upon quoted market prices.

During the year ended December 31, 2022 and 2021 the non-cash decrease in the fair value of its short-term investments, due primarily to changes in interest rates on held securities, was $ 108,000 and $ 102,000 , respectively.

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.

9 unchanged sentences

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 entered into covered calls from time to time on its investment in Kinross Gold Corporation (“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.

8 unchanged sentences

Changes in fair value on Solitario’s holdings of marketable equity securities are recorded as unrealized gain or loss in the consolidated statement of operations.

Financial statement classification

Solitario separately shows its classification of changes in the fair value of its short-term investment in USTS and CD’s as unrealized gain or loss on short-term investments in the statement of operations rather than a portion of interest and dividend income (net).

During the year ended December 31, 2021 and 2020 the non-cash decrease in the fair value of its short-term investments, due primarily to changes in interest rates on held securities, was $ 102,000 and $ 57,000 , respectively.

The 2020 income statement and cash flows have been reclassified for comparability to the 2021 presentation.

Total other income (expense) and net cash used in operations was not impacted.

Foreign exchange

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Solitario’s business still 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 at times reducing costs, in response to the economic uncertainty associated with potential risks from COVID-19.

These prior reductions included implementing salary reductions and evaluation and reduction in certain planned 2021 exploration programs through its joint venture partners at the Florida Canyon and Lik exploration projects.

Solitario continues to evaluate the effects of COVID-19 on its operations and at times during the pandemic has taken pro-active steps to address the impacts on its operations, including at times reducing costs, in response to the economic uncertainty associated with potential risks from COVID-19.

These prior cost reductions included implementing salary reductions and evaluating and reducing certain planned 2021 exploration programs through its joint venture partners at the Florida Canyon and Lik exploration projects.

Certain of Solitario’s joint venture partners have, from time to time, modified plans with respect to the projects in which Solitario holds an interest in response to the COVID-19 pandemic.

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 any new outbreak and the actions taken to contain or treat the COVID-19 pandemic.

However, the extent to which COVID-19 ultimately impacts Solitario’s business, including its 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 any new outbreak and the actions taken to contain or treat the COVID-19 pandemic.

Mineral Properties :

3 unchanged sentences

Golden Crest (South Dakota – US)

Gold Coin (Arizona – US)

Total exploration mineral property

8 unchanged sentences

The GC Claims are part of Solitario’s Golden Crest project.

Terms of the Golden Crest Agreement include scheduled payments to the underlying owner of $ 65,000 paid upon signing and an obligation to pay the underlying owner $ 60,000 at the first anniversary date.

Terms of the Golden Crest Agreement include scheduled payments to the underlying owner of $ 65,000 paid upon signing and the payment to the underlying owner of $ 60,000 at the first anniversary date during 2022.

Solitario recorded an initial acquisition cost of $ 125,000 during 2021 related to these required payments.

1 unchanged sentence

Solitario has agreed to pay the underlying owner an additional success fee of $ 1.00 per ounce of gold in the event Solitario files a 43-101 qualified resource of up to 1.5 million ounces of gold or a maximum of $ 1,500,000 .

Solitario has agreed to escalating work commitments, at Solitario’s option, on the GC Claims totaling $ 3,000,000 during the first five years of the lease, with the first year totaling $ 200,000 .

Solitario has agreed to escalating work commitments, at Solitario’s option, on the GC Claims and an area of interest around the GC claims totaling $ 3,000,000 during the first five years of the lease, with the first-year minimum exploration expenditures of $ 200,000 , which Solitario exceeded during 2022.

The term of the Golden Crest Agreement is for twenty years and is automatically extended as long as Solitario is performing any exploration, development or mining activities on the GC Claims.

1 unchanged sentence

Solitario will have the option, but not the obligation, to reduce the Net Smelter Return royalty to 1.0 % by paying the owner $ 1,000,000 .

In addition, during 2021 Solitario staked additional mineral claims, including some claims included in the area of interest of the GC Claims and claims not related to the GC Claims (the “SRC Claims”), as part of the Golden Crest project.

Solitario incurred costs for staking, filing fees, legal and other costs totaling $ 570,000 capitalized as initial acquisition costs related to the SRC Claims and the GC Claims.

In addition, through December 31, 2022, Solitario has staked additional mineral claims, including some claims included in an area of interest of the GC Claims and claims not related to the GC Claims, as part of the Golden Crest project.

As of December 31, 2022 and 2021 Solitario has capitalized costs for staking, initial filing fees, legal and other costs of $ 1,035,000 and $ 695,000 as initial acquisition costs related to the Golden Crest project.

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.

8 unchanged sentences

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.

On January 22, 2019, Solitario completed a sale of certain royalties to SilverStream SEZC (“SilverStream”), for Cdn$ 600,000 .

On closing of the 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, as amended, was due on June 30, 2020 and was convertible into common shares of SilverStream, at the option of SilverStream, by providing Solitario a notice of conversion.

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 during 2020.

Discontinued projects

During 2021 Solitario recorded $ 17,000 of mineral property impairment related to its decision to abandon its Gold Coin project in Arizona.

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 record any mineral property impairments during 2022.

Exploration Expense

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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.

The estimate was based upon estimated cash costs for reclamation as determined by Solitario and its joint venture partner Teck and is supported by a 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.

1 unchanged sentence

As of December 31, 2022, Solitario has no reclamation liability at its Florida Canyon project as Nexa is responsible for the costs at Florida Canyon, including reclamation, if any.

In addition, the activities to date at Solitario’s Golden Crest project of staking claims and mapping, soil sampling, and assaying have not created any material environmental or other disturbances.

In addition, the activities to date at Solitario’s Golden Crest project of staking claims and mapping, soil and rock sampling, and assaying have not created any material environmental or other disturbances.

Historically Solitario’s exploration activities have not resulted in any long-term environmental disturbances or liabilities and where there have been required restoration of disturbances, these have been completed contemporaneously with the completion of our mineral exploration activities.

Marketable Equity Securities

During 2021, Solitario sold (i) 2,550,000 shares of Vendetta Mining Corp.

(“Vendetta”) for proceeds of $ 112,000 and recorded a realized loss on the sale of $ 269,000 ;

During 2022 Solitario sold 1,250,000 shares of Vendetta common stock for proceeds of $ 63,000 and recorded a realized loss on sale of $ 201,000 .

During 2021, Solitario sold (i) 2,550,000 shares of Vendetta common stock for proceeds of $ 112,000 and recorded a realized loss on the sale of $ 269,000 ;

(ii) 430,000 shares of TNR Gold Corp.

(“TNR”) for proceeds of $ 27,000 and recorded a realized gain on the sale of $ 19,000 ;

and (iii) 3,200 shares of Vox for proceeds of $ 8,000 and recorded a realized gain on the sale of $ 2,000 .

During 2020 Solitario sold 2,900,000 shares of Vendetta common stock for proceeds of $ 123,000 and recorded a realized gain on sale of $ 50,000 .

During 2020, Solitario received 137,255 shares of Vox upon conversion of the SilverStream Note valued at $ 294,000 .

(“TNR”) common stock for proceeds of $ 27,000 and recorded a realized gain on the sale of $ 19,000 ;

and (iii) 3,200 shares of Vox Royalty Corp.

(“Vox”) common stock for proceeds of $ 8,000 and recorded a realized gain on the sale of $ 2,000 .

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.

During 2021, Solitario charged loss on derivative instruments of $ 46,000 for the change in the value of the Vendetta Warrants.

During 2020, Solitario charged gain on derivative instruments of $ 29,000 for the change in the value of the Vendetta Warrants.

The Vendetta Warrants expired unexercised during 2022.

During 2022 and 2021, Solitario recorded a loss on derivative instruments of $ 4,000 and $ 46,000 , respectively, for the change in the value of the Vendetta Warrants.

At December 31, 2022 Solitario owns the following marketable equity securities:

December 31, 2022

December 31, 2021

Kinross Gold Corp

1 unchanged sentence

Vox Royalty Corp.

Highland Silver Corp.

The following tables summarize Solitario’s marketable equity securities and adjustments to fair value:

1 unchanged sentence

Marketable equity securities at cost

Cumulative unrealized (loss) gain on marketable equity securities

Cumulative unrealized loss on marketable equity securities

Marketable equity securities at fair value

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Cost of marketable equity securities sold

Realized (loss) gain on marketable equity securities sold

Realized loss on marketable equity securities sold

Proceeds from the sale of marketable equity securities sold

Net gain (loss) on marketable equity securities

Net loss on marketable equity securities

Additions to marketable equity securities

2 unchanged sentences

(in thousands)

Unrealized gain on marketable equity securities

Realized (loss) gain on marketable equity securities sold

Net (loss) gain on marketable equity securities

Unrealized (loss) gain on marketable equity securities

Realized loss on marketable equity securities sold

Net loss on marketable equity securities

During 2022, Solitario sold rights to certain exploration data on a non-owned mineral property upon which Solitario had previously done exploration activities.

The data was sold to Highland Silver Corp., a Canadian exploration company (“Highland”) for $ 20,000 cash and 200,000 shares of Highland common stock.

On the date of sale, the Highland common stock carried a restrictive legend.

The shares were not available for trade on the date of sale and at December 31, 2022 and no value has been assigned to the common stock.

Solitario recorded $ 20,000 of other income on the date of the sale.

Any future changes to the value of the Highland common stock owned by Solitario will be recorded as changes in value of marketable equity securities.

Operating Lease

1 unchanged sentence

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.

Solitario has no other significant operating lease costs.

The WR Lease was extended to October 2023 during 2021 and Solitario recorded a net increase in right of use assets of $ 99,000 during 2021 upon the extension of the WR Lease.

8 unchanged sentences

(in thousands)

December 31, 2021

December 31, 2020

Year ended December 31, 2022

Year ended December 31, 2021

Cash paid for amounts included in the measurement of lease liabilities

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Unrealized loss on derivative securities

Unrealized loss on short-term investments

Lease Liability

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Adjustment to Deferred Taxes

Foreign currency exchange

Change in valuation allowance

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Income tax (benefit) expense

During 2021 and 2020, the valuation allowance decreased primarily due to the expiration of Capital Loss carryovers.

During 2022, the valuation allowance increased primarily due to the addition of deferred tax assets related to current year net operating losses.

During 2021, the valuation allowance decreased primarily due to the expiration of capital loss carryovers.

At December 31, 2022, Solitario has unused US Federal net operating loss carryovers of $ 22,905,000 and unused US State net operating loss carryovers of $ 24,811,000 which begin expiring in 2027.

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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.

From time-to-time Solitario has sold covered call options against its holdings of shares of common stock of 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 2021, Solitario sold covered calls against its holdings of Kinross for cash proceeds of $ 8,000 all of which expired unexercised.

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, 2021, Solitario has no remaining liability related to Kinross call options.

Vendetta Warrants

At both December 31, 2021 and 2020 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, 2021, and 2020 Solitario recorded Vendetta Warrants at their fair value of $ 3,000 and $ 49,000 , respectively, based upon a Black Scholes model.

The following items comprise gain (loss) on derivative instruments:

(in thousands)

Gain (loss) on Kinross calls – realized

Gain (loss) on Vendetta Warrants – unrealized

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 payroll, rent and utilities obligations.

The PPP Loan had a two-year term and an interest at a rate of 1.0 % per annum.

Monthly principal and interest payments were deferred for six months after the date of the loan.

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 2021 and 2020, $ 10,000 and $ 60,000 , respectively, of the PPP Loan was forgiven, and Solitario recorded $ 10,000 and $ 60,000 , respectively, of other income related to the forgiveness of the PPP Loan.

The Small Business Administration retains the right to review the eligibility requirements of Solitario for its PPP Loan.

As of December 31, 2021, Solitario has no remaining balance due on the PPP Loan.

As of December 31, 2022 and 2021, Solitario has no remaining liability related to Kinross call options.

Fair Value of Financial Instruments :

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Marketable equity securities

Vendetta Warrants

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, 2021:

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Short-term investments:

At December 31, 2021 and 2020, Solitario’s holdings of short-term investments consist of USTS and CD’s recorded at their fair value based upon quoted market prices.

At December 31, 2022 and 2021, Solitario’s holdings of short-term investments consist of USTS and CD’s at December 31, 2021, both recorded at their fair value based upon quoted market prices.

Marketable equity securities :

At December 31, 2021 and 2020, the fair value of Solitario’s holdings in shares of Vendetta, Kinross, Vox, and TNR (in 2020) marketable equity securities are based upon quoted market prices.

At December 31, 2022 and 2021, the fair value of Solitario’s holdings in shares of Vendetta, Kinross, and Vox marketable equity securities are based upon quoted market prices.

Vendetta Warrants :

At December 31, 2021 and 2020 the fair value of Solitario’s Vendetta Warrants is based upon a Black Scholes model, using market inputs.

At December 31, 2021 the fair value of Solitario’s Vendetta Warrants is based upon a Black Scholes model, using market inputs.

During the year ended December 31, 2022, Solitario did not change any of the valuation techniques used to measure its financial assets and liabilities at fair value.

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b.) Stock option activity

During 2021, options for 185,000 shares of common stock were exercised for proceeds of $ 83,000 .

During 2020 no options granted from the 2013 Plan were exercised.

During 2022 and 2021, options for 114,250 and 185,000 , respectively, shares of common stock were exercised for proceeds of $ 30,000 and $ 83,000 respectively.

The following table summarizes the activity for stock options outstanding under the 2013 Plan for the years ended December 31, 2022 and 2021:

Outstanding, beginning of year

( 2,360,000 )

Outstanding, end of year

11 unchanged sentences

During 2021, Solitario recorded $ 144,000 as a charge to additional paid-in-capital for one-time expenses related to entering into the ATM Agreement.

During 2021, Solitario sold an aggregate of 643,033 shares of common stock under the ATM Program at an average price of $ 0.68 per share for net proceeds of $ 299,000 after commissions, sale, and one-time expenses.

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 2021, Solitario did not purchase any shares pursuant to the share repurchase program.

During the year ended December 31, 2020, Solitario purchased 24,700 shares of Solitario common stock for an aggregate purchase price of $ 5,000 .

As of December 31, 2021, 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.

The share repurchase plan expired on December 31, 2021 and no additional shares will be purchased under the plan in the future.

December 2021 Equity Offering

On December 6, 2021 Solitario completed the sale of 3,100,000 shares of common stock (the “Shares”), at a price of $ 0.50 per share (the “Offering”) for net proceeds after expenses of $ 1,542,000 .

During 2022, Solitario sold 2,650,724 shares of its common stock under the ATM Program at a price of $ 0.79 per share for net proceeds of $ 2,023,000 after commissions and sale expenses.

During 2021, Solitario sold an aggregate of 643,033 shares of its common stock under the ATM Program at an average price of $ 0.68 per share for net proceeds of $ 299,000 after commissions, sale, and one-time expenses.

2021 Equity Offering

In December 2021 Solitario completed the sale of 3,100,000 shares of common stock (the “Shares”), at a price of $ 0.50 per share (the “Offering”) for net proceeds after expenses of $ 1,542,000 .

Solitario did not engage an underwriter or placement agent for the Offering, and therefore there were no underwriter discounts or commissions or placement agent fees.

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The Offering was unanimously approved by Solitario’s Board of Directors and the participation by our executive officers was also unanimously approved by the Audit Committee of the Board of Directors.

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 2021, Solitario did not purchase any shares pursuant to the share repurchase program.

As of December 31, 2021, Solitario had purchased a total of 994,000 shares for an aggregate purchase price of $ 467,000 under the share repurchase program since its inception.

The share repurchase plan expired on December 31, 2021 and no additional shares will be purchased under the plan in the future.

Subsequent Events

1 unchanged sentence

Such events were evaluated through the date these financial statements were available to be issued.

In February of 2022, Solitario entered into a lease agreement (the “Easter Agreement”) whereby Solitario acquired exclusive exploration rights in certain claims (the “Easter Claims”) in the Black Hills region of South Dakota.

The Easter Claims are part of Solitario’s Golden Crest project.

Terms of the Easter Agreement include $ 10,000 paid upon signing, scheduled annual payments to the underlying owner totaling $ 180,000 through the tenth anniversary, and $ 30,000 per year thereafter.

Solitario has agreed to escalating work commitments, at Solitario’s option, on the Easter Claims totaling $ 660,000 during the first five years of the lease, with the first year totaling $ 20,000 .

In March 2022, we sold 2,650,724 shares of our common stock under the ATM program at a price of $ 0.79 per share for net proceeds of $ 2,023,000 after commissions and sale expenses.

No events have occurred requiring recognition or disclosure through the date of this report.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data