15 unchanged sentences
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information with respect to Item 12 is incorporated herein by reference to the information set forth in the 2022 Proxy .
+Added: Except for the information with respect to our equity compensation plan included below, the information with respect to Item 12 is incorporated herein by reference to the information set forth in the 2023 Proxy .
+Added: Shares authorized for issuance under equity compensation plans.
+Added: On June 18, 2013, Solitario’s shareholders approved the 2013 Solitario Exploration & Royalty Corp.
+Added: Omnibus Stock and Incentive Plan (the “2013 Plan”).
+Added: 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.
+Added: Under the terms of the 2013 Plan, the Board of Directors may grant awards to directors, officers, employees and consultants.
+Added: Such awards may take the form of stock options, stock appreciation rights, restricted stock, and restricted stock units.
+Added: The terms and conditions of the awards are pursuant to the 2013 Plan and awards are granted by the Board of Directors or a committee appointed by the Board of Directors.
+Added: On September 8, 2022, the Board of Directors granted options to acquire 2,360,000 shares of Solitario common stock under the 2013 Plan.
+Added: The options have an exercise price of $0.60 per share, a five-year term, vested 25% on the date of grant, vest 25% on each of the next three anniversary dates and have a grant date fair value of $876,000 based upon a Black-Scholes model, with a 73% volatility and a 3.4% risk-free interest rate.
+Added: On May 5, 2021, the Board of Directors granted options to acquire 90,000 shares of Solitario common stock under the 2013 Plan.
+Added: 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 $0.67 per share, and a grant date fair value of $37,000, based upon a Black-Scholes model with an expected volatility of 76%, and a risk-free interest rate of 0.9%.
+Added: On June 10, 2021, the Board of Directors granted options to acquire 50,000 shares of Solitario common stock under the 2013 Plan.
+Added: 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 $0.69 per share, and a grant date fair value of $20,000, based upon a Black-Scholes model with an expected volatility of 76%, and a risk-free interest rate of 0.9%.
+Added: Equity Compensation Plan Information as of December 31, 2022:
+Added: Plan category
+Added: Number of securities to be issued upon exercise of outstanding options, warrants and rights
+Added: Weighted-average exercise price of outstanding options, warrants and rights
+Added: (2013 Plan – US$)
+Added: Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
+Added: Equity compensation plans approved by security holders
+Added: Equity compensation plans not approved by security holders
+Added: Total 2013 Plan
Certain Relationships and Related Transactions, and Director Independence
7 unchanged sentences
Consolidated Financial Statements
−Removed: Report of Independent Registered Public Accounting Firm
+Added: 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
9 unchanged sentences
SOLITARIO ZINC CORP.
−Removed: March 30, 2022 By:
Chief Financial Officer
+Added: March 15, 2023
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.
+Added: /s/ Christopher E.
Christopher E.
5 unchanged sentences
March 15, 2023
+Added: /s/ John Labate
A majority of
+Added: /s/ Brian Labadie
March 15, 2023
Brian Labadie
+Added: /s/ James Hesketh
James Hesketh
+Added: /s/ Gil Atzmon
+Added: /s/ Debbie Austin
+Added: Debbie Austin
+Added: /s/ Joshua D.
Attorney-in-fact
15 unchanged sentences
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)
−Removed: Performance Agreement for Funding of Drilling Program between Compañía Minera Milpo, S.A.A.
−Removed: 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)
First Amendment to the 2013 Solitario Exploration & Royalty Corp.
5 unchanged sentences
Consent of Plante & Moran, PLLC
−Removed: Consent of Donald E Hulst with respect to the Technical Report Summary of the Florida Canyon Project
−Removed: Consent of Sarah Milne with respect to the Technical Report Summary of the Florida Canyon Project
−Removed: Consent of Donald E Hulst with respect to the Technical Report Summary of the Lik Project
−Removed: Consent of Christopher Emanuel with respect to the Technical Report Summary of the Lik Project
−Removed: Consent of Mark Shutty with respect to the Technical Report Summary of the Lik Project
Power of Attorney
2 unchanged sentences
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
−Removed: Technical Report Summary for the Florida Canyon Project
−Removed: Technical Report Summary for the Lik Project
+Added: Technical Report Summary for the Florida Canyon Project (incorporated by reference to Exhibit 96.1 to Solitario’s Form 10-K filed on March 30, 2022)
+Added: Technical Report Summary for the Lik Project (incorporated by reference to Exhibit 96.1 to Solitario’s Form 10-K filed on March 30, 2022)
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline eXtensible Business Reporting Language (iXBRL):
4 unchanged sentences
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.