What changed in this filing

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Item 1. Financial Statements

2023-05-05 compared with 2022-11-02 · 78 added, 150 removed, 193 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands of U.S.

September 30,

except share and per share amounts)

13 unchanged sentences

Asset retirement obligation – Lik

Operating lease liability

Total long-term liabilities

1 unchanged sentence

Shareholders’ equity:

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at September 30, 2022 and December 31, 2021)

Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 64,768,873 and 62,036,399 shares, respectively, issued and outstanding at September 30, 2022 and December 31, 2021)

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at March 31, 2023 and December 31, 2022)

Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 64,801,373 and 64,801,373 shares, respectively, issued and outstanding at March 31, 2023 and December 31, 2022)

Additional paid-in capital

8 unchanged sentences

Three months ended

Nine months ended

Costs, expenses and other:

1 unchanged sentence

General and administrative

Property abandonment and impairment

Total costs, expenses and other

Other income (loss)

Interest income

Other (loss) income

Interest and dividend income

Loss on derivative instruments

Unrealized loss on short-term investments

Loss on sale of marketable equity securities

Unrealized gain (loss) on marketable equity securities

Total other income (loss)

(Loss) gain on sale of marketable equity securities

Unrealized gain (loss) on short-term investments

Unrealized gain on marketable equity securities

Total other income

Loss per common share:

6 unchanged sentences

(in thousands of U.S.

Nine months ended

September 30,

Three months ended

Operating activities:

1 unchanged sentence

Amortization of right of use lease asset

Unrealized loss on marketable equity securities

Unrealized loss on short-term investments

Unrealized gain on marketable equity securities

Unrealized (gain) loss on short-term investments

Employee stock option expense

Gain on sale of marketable equity securities

Loss on sale of marketable equity securities

Loss on derivative instruments

Property abandonment and impairment

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and other liabilities

Accounts payable and other current liabilities

Net cash used in operating activities

Investing activities:

Sale of short-term investments, net

Purchase of mineral property

Purchase of other assets - net

Sale (Purchase) of short-term investments, net

Cash from sale of marketable equity securities

Sale of derivative instruments – net

Purchase of mineral properties

Net cash (used in) provided by investing activities

Financing activities:

Issuance of common stock – net of acquisition costs

Stock options exercised for cash

Issuance of common stock, net

Stock options exercised

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental Cash Flow information:

Accrued mineral property acquisition costs included in accounts payable

Acquisition of right to use asset

See Notes to Unaudited Condensed Consolidated Financial Statements

9 unchanged sentences

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 has never developed a property.

Solitario is primarily focused on the acquisition and exploration of precious metal, zinc and other base metal exploration mineral properties.

1 unchanged sentence

Solitario has recorded revenue in the past from the sale of mineral properties, including the sale of certain mineral royalties.

Revenues and / or proceeds from the sale or joint venture of properties or assets, although significant when they occur, have not been a consistent annual source of cash and would only occur in the future, if at all, on an infrequent basis.

Revenues and / or proceeds from the sale or joint venture of properties or assets, although potentially significant when they occur, 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 in Peru, its interest in the Lik project in Alaska, and its Golden Crest project in South Dakota to be its core mineral property assets.

5 unchanged sentences

The fluctuations in precious metal and other commodity prices contribute 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.

The accompanying interim condensed consolidated financial statements of Solitario for the three and nine months ended September 30, 2022 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”).

The accompanying interim condensed consolidated financial statements of Solitario for the three months ended March 31, 2023 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”).

They do not include all disclosures required by generally accepted accounting principles for annual financial statements, but in the opinion of management, include all adjustments necessary for a fair presentation.

1 unchanged sentence

These financial statements should be read in conjunction with the financial statements and notes thereto which are included in Solitario’s Annual Report on Form 10-K for the year ended December 31, 2022.

The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for an appropriate interim financial statement presentation.

The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation.

Risks and Uncertainties

1 unchanged sentence

Solitario’s business still could be adversely impacted by the effects of the coronavirus (“COVID-19”) or other epidemics or pandemics.

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.

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 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 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 ultimately impacts Solitario’s 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 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 or other epidemics or pandemics ultimately impact 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 or other epidemics or pandemics.

Financial reporting

4 unchanged sentences

Cash equivalents include investments in highly liquid money-market securities with original maturities of three months or less when purchased.

As of September 30, 2022, $ 225,000 of Solitario’s cash is held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation (“FDIC”) rules for the United States.

As of March 31, 2023, $ 425,000 of Solitario’s cash 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

As of September 30, 2022, Solitario has $ 4,650,000 of its current assets in United States Treasury Securities (“USTS”) with maturities of 15 days to 15 months .

In addition, at September 30, 2022, Solitario has one bank certificate of deposit (“CD”) with a face value of $ 250,000 recorded at its fair value of $ 248,000 .

The CD has a maturity of three months.

The USTS and CD are recorded at their fair value, based upon quoted market prices.

As of March 31, 2023, Solitario has $ 3,163,000 of its current assets in United States Treasury Securities (“USTS”) with maturities of 30 days to 11 months .

The USTS are recorded at their fair value, based upon quoted market prices.

The USTS are not covered under the FDIC insurance rules for United States deposits.

Solitario’s USTS and CD 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.

Financial statement classification

Solitario separately shows its classification of changes in the fair value of its short-term investment in USTS and CDs 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 three and nine months ended September 30, 2022 the non-cash decrease in the fair value of Solitario’s short-term investments, due primarily to changes in interest rates on held securities, was $ 22,000 and $ 120,000 , respectively.

During the three and nine months ended September 30, 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 $ 21,000 and $ 77,000 , respectively.

The 2021 income statement and cash flows have been reclassified for comparability to the 2022 presentation.

Total other income (expense) and net cash used in operations in 2021 was not impacted by the reclassification.

Solitario’s USTS 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.

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 three and nine months ended September 30, 2022 and 2021.

Potentially dilutive shares related to outstanding common stock options of 5,431,250 and 5,513,000 , respectively, for the nine months ended September 30, 2022 and 2021 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

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 three months ended March 31, 2023 and 2022.

Potentially dilutive shares related to outstanding common stock options of 5,390,000 and 5,440,000 , respectively, for the three months ended March 31, 2023 and 2022 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

Mineral Properties

1 unchanged sentence

(in thousands)

September 30,

Lik project (Alaska – US)

6 unchanged sentences

Three months ended

September 30,

Nine months ended

September 30,

Geologic and field expenses

2 unchanged sentences

Asset Retirement Obligation

In connection with the acquisition of its interest in the Lik project in 2017, Solitario recorded an asset retirement obligation of $ 125,000 for Solitario’s estimated reclamation cost of the existing disturbance at the Lik project.

In connection with the acquisition of its interest in the Lik project in 2017, Solitario has 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 purchased a reclamation bond insurance policy in the event Solitario or its 50% partner, Teck, do not complete required reclamation.

The estimate is based upon estimated cash costs for reclamation as determined by the permitting bond required by the State of Alaska, for which Solitario has purchased 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.

4 unchanged sentences

Changes in market value are recorded in the condensed consolidated statement of operations.

At September 30, 2022 and December 31, 2021 Solitario owns the following marketable equity securities:

September 30, 2022

At March 31, 2023 and December 31, 2022 Solitario owns the following marketable equity securities:

March 31 2023

December 31 2022

2 unchanged sentences

Vox Royalty Corp.

Highland Silver Corp.

Highlander Silver Corp

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

(in thousands)

September 30,

Marketable equity securities at cost

1 unchanged sentence

Marketable equity securities at fair value

The following table represents changes in marketable equity securities:

The following table represents changes in marketable equity securities during the three months ended March 31, 2023 and 2022:

(in thousands)

Three months ended

September 30,

Nine months ended

September 30,

Cost of marketable equity securities sold

1 unchanged sentence

Proceeds from the sale of marketable equity securities sold

Net (gain) loss on marketable equity securities

Net gain on marketable equity securities

Change in marketable equity securities at fair value

The following table represents the realized and unrealized (loss) gain on marketable equity securities:

The following table represents the realized and unrealized gain (loss) on marketable equity securities:

(in thousands)

Three months ended

September 30,

Nine months ended

September 30,

Unrealized gain (loss) on marketable securities

Unrealized gain on marketable securities

Realized loss on marketable equity securities sold

Net (gain) loss on marketable securities

During the nine months ended September 30, 2022, Solitario sold 1,000,000 shares of Vendetta Mining Corp.

Net gain on marketable securities

Solitario did not sell any marketable equity securities during the three months ended March 31, 2023.

During the three months ended March 31, 2022, Solitario sold 500,000 shares of Vendetta Mining Corp.

(“Vendetta”) common stock for proceeds of $ 26,000 and recorded a loss on sale of $ 81,000 on the date of sale.

Solitario did not sell any marketable equity securities during the three months ended September 30, 2022.

During the three months ended September 30, 2021, Solitario sold 500,000 shares of Vendetta common stock for proceeds of $ 16,000 and recorded a loss on sale of $ 89,000 .

During the nine months ended September 30, 2021, Solitario sold (i) 1,510,000 shares of Vendetta common stock for proceeds of $ 69,000 and recorded a loss on sale of $ 91,000 ;

430,000 shares of TNR Gold Corp.

common stock for proceeds of $ 26,000 and recorded a gain on sale of $ 19,000 , and (iii) 3,200 shares of Vox Royalty Corp.

(“Vox”) for proceeds of $ 9,000 and recorded a gain on sale of $ 2,000 .

Other Income:

During the three months ended September 30, 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.

The Highland common stock carried a restrictive legend and was not available for trade on the date of the sale and no value was 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.

Solitario accounts for its leases in accordance with ASC 842.

Solitario leases one facility, its Wheat Ridge, Colorado office, that has a term of more than one year.

Solitario leases one facility, its Wheat Ridge, Colorado office (the “WR Lease”), that has a term of more than one year.

Solitario has no other material operating lease costs.

During the nine months ended September 30, 2021, Solitario entered into a new lease for the same facility (both the prior lease and new lease are referred to as the “WR Lease”) and recorded a net increase in the related asset and liability of $ 99,000 .

The WR Lease is classified as an operating lease and has a term of 13 months through October 31,2023at September 30, 2022, with no renewal option.

At September 30, 2022 and December 31, 2021, the right-of-use office lease asset for the WR Lease is classified as other long-term assets and the related liability as current and long-term operating lease liabilities in the condensed consolidated balance sheet.

The WR Lease is classified as an operating lease and has a term of seven months at March 31, 2023, with no renewal option.

At March 31, 2023 and December 31, 2022, the right-of-use office lease asset for the WR Lease is classified as other assets and the related liability as current operating lease liability in the condensed consolidated balance sheet.

The amortization of right of use lease asset 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 the three and nine months ended September 30, 2022, cash lease payments of $ 11,000 and $ 29,000 , respectively, were made on the WR Lease.

During the three and nine months ended September 30, 2021, cash lease payments of $ 11,000 and $ 28,000 , respectively, were made on the WR Lease.

During the three and nine months ended September 30, 2022, Solitario recognized $ 10,000 and $ 30,000 , respectively, of non-cash amortization of right of use lease asset expense for the WR Lease included in general and administrative expense.

During the three and nine months ended September 30, 2021, Solitario recognized $ 10,000 and $ 30,000 , respectively, of non-cash amortization of right of use lease asset expense for the WR Lease included in general and administrative expense.

These cash payments, less imputed interest for each period, reduced the related liability on the WR Lease.

During the three months ended March 31, 2023 and 2022, Solitario recognized $ 10,000 and $ 10,000 , respectively, of non-cash amortization of right of use lease asset expense for the WR Lease included in general and administrative expense.

During the three months ended March 31, 2023 and 2022, cash lease payments of $ 11,000 and $ 11,000 , respectively, were made on the WR Lease.

These cash payments, less imputed interest of $ 1,000 for each period, reduced the related liability on the WR Lease.

The discount rate within the WR Lease is not determinable and Solitario has applied a discount rate of 5 % based upon Solitario’s estimate of its cost of capital.

The maturities of Solitario’s lease liability for its WR Lease are as follows at September 30, 2022:

Solitario has $ 25,000 of remaining cash payments under the WR Lease as of March 31, 2023.

The maturities of Solitario’s lease liability for its WR Lease are as follows at March 31, 2023:

Future lease payments (in thousands)

Total lease payments

Less amount of payments representing interest

Less the portion of lease payments representing interest

Present value of lease payments

Supplemental cash flow information related to our operating lease was as follows for the three and nine months ended September 30, 2022 and 2021:

Supplemental cash flow information related to our operating lease was as follows for the three months ended March 31, 2023 and 2022:

(in thousands)

Three months ended

September 30,

Nine months ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash outflows from the WR Lease payments

Non-cash amounts related to the WR lease

Leased assets recorded in exchange for new operating lease liabilities

Operating cash outflows from WR Lease payments

5 Other Assets

1 unchanged sentence

(in thousands)

September 30,

Furniture and fixtures, net of accumulated depreciation

Lik project equipment, net of accumulated depreciation

Office lease asset

Vendetta warrants

Exploration bonds and other assets

Derivative Instruments

Vendetta Warrants

On July 31, 2019, Solitario purchased 3,450,000 Vendetta units for a total of $ 233,000 .

Each Vendetta unit consisted of one share of Vendetta common stock and one Vendetta warrant (the “Vendetta Warrants”).

Each Vendetta Warrant entitled the holder to purchase one additional share of Vendetta common stock for a purchase price of Cdn$ 0.13 per share for a period of three years.

The Vendetta Warrants expired unexercised on July 31, 2022.

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, determined by (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.

During the three and nine months ended September 30, 2022, Solitario charged loss on derivative instruments of $ 0 and $ 4,000 , respectively, for the change in the fair value of the Vendetta Warrants based on a Black Scholes model.

During the three and nine months ended September 30, 2021, Solitario charged loss on derivative instruments of $ 2,000 and $ 42,000 , respectively, for the change in the fair value of the Vendetta Warrants based on a Black Scholes model.

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.

Solitario did not sell any covered calls during the three and nine months ended September 30, 2022.

During the nine months ended September 30, 2021, Solitario sold covered calls against its holdings of Kinross for cash proceeds of $ 8,000 and recorded a gain on derivative instruments related to those covered calls of $ 1,000 and $ 8,000 , respectively.

Solitario accounts for its financial instruments under ASC 820 Fair Value Measurement .

During the nine months ended September 30, 2022, 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 September 30, 2022:

Solitario accounts for its financial instruments under ASC 820.

For certain of Solitario’s financial instruments, including cash and cash equivalents and payables, the carrying amounts approximate fair value due to their short-term maturities.

Solitario’s short-term investments in USTS, and marketable equity securities are carried at their estimated fair value based on quoted market prices.

During the three months ended March 31, 2023 there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.

(in thousands)

5 unchanged sentences

Marketable equity securities

Vendetta Warrants

Solitario accounts for income taxes in accordance with ASC 740 Accounting for Income Taxes .

Solitario accounts for income taxes in accordance with 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.

2 unchanged sentences

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.

At both September 30, 2022 and December 31, 2021, a valuation allowance has been recorded, which fully offsets Solitario’s net deferred tax assets, because it is more likely than not that the Company will not realize some portion or all of its deferred tax assets.

At both March 31, 2023 and December 31, 2022, a valuation allowance has been recorded, which fully offsets Solitario’s net deferred tax assets, because it is more likely than not that the Company will not realize some portion or all of its deferred tax assets.

The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that the deferred tax assets can be realized prior to their expiration.

During the three and nine months ended September 30, 2022 and 2021, Solitario recorded no deferred tax expense.

During the three months ended March 31, 2023 and 2022, Solitario recorded no deferred tax expense.

Commitments and contingencies

1 unchanged sentence

See Note 2, “Mineral Properties,” above.

Solitario leases office space under the WR Lease which provides for total minimum rent payments of 25,000 through October of 2023.

Employee Stock Compensation Plans

On June 18, 2013, Solitario’s shareholders approved the 2013 Solitario Exploration & Royalty Corp.

Omnibus Stock and Incentive Plan, as amended (the “2013 Plan”).

Under the terms of the 2013 Plan, a total of 5,750,000 shares of Solitario common stock are reserved for awards to directors, officers, employees and consultants.

Omnibus Stock and 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 were 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 of the Company (the “Board of Directors”) or a committee appointed by the Board of Directors.

As of September 30, 2022 there were options outstanding that are exercisable to acquire 5,431,250 shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.60 per share.

As of December 31, 2021 there were options outstanding that are exercisable to acquire 5,513,000 shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.77 per share.

During the three and nine months ended September 30, 2022, Solitario granted options to acquire 2,360,000 shares of Solitario common stock.

The options have an exercise price of $ 0.60 per share, a five-year term and 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.

During the nine months ended September 30, 2022, options for 81,750 shares were exercised with an average exercise price of $ 0.24 per share for proceeds of $ 20,000 .

No options were exercised during the three months ended September 30, 2022.

During the nine months ended September 30, 2021, Solitario granted 140,000 options with an average exercise price of $ 0.68 per share, a five-year term and a grant date fair value of $ 58,000 based upon a Black-Scholes model, with a 76 % volatility and a 0.9 % risk-free interest rate.

During the nine months ended September 30, 2021, options for 185,000 shares were exercised with an average exercise price of $ 0.45 per share for proceeds of $ 83,000 .

There were no options granted or exercised during the three months ended September 30, 2021.

During the three and nine months ended September 30, 2022, Solitario recorded stock option compensation expense of $ 245,000 and $ 271,000 , respectively.

During the three and nine months ended September 30, 2021, Solitario recorded stock option compensation expense of $ 32,000 and $ 104,000 , respectively.

At September 30, 2022, the total unrecognized stock option compensation cost related to non-vested options was $ 685,000 and is expected to be recognized over a weighted average period of 34 months.

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.

As of March 31, 2023, and December 31, 2022, there were options outstanding that are exercisable to acquire 5,390,000 and 5,390,000 , respectively, shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.67 per share.

During the three months ended March 31, 2023, and 2022, Solitario did not grant any options.

During the three months ended March 31, 2023, no options were exercised.

During the three months ended March 31, 2022, options for 73,000 shares were exercised with an average exercise price of $ 0.26 per share for proceeds of $ 19,000 .

During the three months ended March 31, 2023, and 2022, Solitario recorded stock option compensation expense of $ 67,000 and $ 13,000 , respectively.

At March 31, 2023, the total unrecognized stock option compensation cost related to non-vested options is $ 550,000 and is expected to be recognized over a weighted average period of 29 months.

Shareholders’ Equity

Shareholders’ Equity for the nine months ended September 30, 2022:

Shareholders’ Equity for the three months ended March 31, 2023:

(in thousands, except

3 unchanged sentences

Stock option expense

Issuance of shares – ATM, net

Issuance of shares - option exercises

Balance at September 30, 2022

Shareholders’ Equity for the nine months ended September 30, 2021:

Balance at March 31, 2023

Shareholders’ Equity for the three months ended March 31, 2022:

(in thousands, except

5 unchanged sentences

Issuance of shares - option exercises

Balance at September 30, 2021

Balance at March 31, 2022

At the Market Offering Agreement

4 unchanged sentences

The ATM Agreement provides that Wainwright is entitled to compensation for its services at a commission rate of 3.0 % of the gross sales price per share of common stock sold.

During the nine months ended September 30, 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 the nine months ended September 30, 2022, Solitario sold an aggregate of 2,650,724 shares of common stock under the ATM Agreement at an average price of $ 0.79 per share for net proceeds of $ 2,023,000 after commissions and sale expenses.

Solitario did not sell any shares under the ATM Agreement during the three months ended September 30, 2022.

During the three and nine months ended September 30, 2021, Solitario sold an aggregate of 190,000 and 340,400 shares of common stock, respectively, under the ATM Program at an average price of $ 0.55 and $ 0.82 per share, respectively, for net proceeds of $ 104,000 and $ 137,000 , respectively, after commissions, sale and one-time expenses.

During the three months ended March 31, 2023, Solitario did not sell any shares of common stock under the ATM Agreement.

During the three months ended March 31, 2022, Solitario sold an aggregate of 2,650,724 shares of common stock under the ATM Agreement at an average price of $ 0.79 per share for net proceeds of $ 2,023,000 after commissions and sale expenses.

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-Q

Item 1. Financial Statements