What changed in this filing

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Item 1. Financial Statements

2023-08-09 compared with 2023-05-05 · 133 added, 84 removed, 187 unchanged (54% of the section changed)

Financial Statements

SOLITARIO ZINC CORP.

SOLITARIO RESOURCES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

11 unchanged sentences

Accounts payable

Kinross call option

Operating lease liability

1 unchanged sentence

Long-term liabilities

Operating lease liability – Long-term

Asset retirement obligation – Lik

2 unchanged sentences

Shareholders’ equity:

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)

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at June 30, 2023 and December 31, 2022)

Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 64,851,373 and 64,801,373 shares, respectively, issued and outstanding at June 30, 2023 and December 31, 2022)

Additional paid-in capital

3 unchanged sentences

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO ZINC CORP.

SOLITARIO RESOURCES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

2 unchanged sentences

Three months ended

Six months ended

Costs, expenses and other:

4 unchanged sentences

Interest and dividend income

Loss on derivative instruments

Gain (loss) on derivative instruments

(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:

Unrealized (loss) gain on marketable equity securities

Total other (loss) income

Net (loss) income

(Loss) income per common share:

Basic and diluted

2 unchanged sentences

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO ZINC CORP.

SOLITARIO RESOURCES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S.

Three months ended

Six months ended

Operating activities:

1 unchanged sentence

Amortization of right of use lease asset

Unrealized gain on marketable equity securities

Unrealized (gain) loss on marketable equity securities

Unrealized (gain) loss on short-term investments

1 unchanged sentence

Loss on sale of marketable equity securities

Loss on derivative instruments

(Gain) loss on derivative instruments

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and other current liabilities

Prepaid expenses and other

Accounts payable and other liabilities

Net cash used in operating activities

1 unchanged sentence

Sale (purchase) of short-term investments, net

Purchase of mineral property

Purchase of other assets - net

Cash from sale of marketable equity securities

Purchase of mineral properties

Net cash (used in) provided by investing activities

Sale of derivative instruments – net

Net cash provided (used in) by investing activities

Financing activities:

Issuance of common stock, net

Stock options exercised

Issuance of common stock – net of issuing costs

Stock options exercised for cash

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental Cash Flow information:

Acquisition of right to use asset

See Notes to Unaudited Condensed Consolidated Financial Statements

2 unchanged sentences

Business and company formation

Solitario Zinc Corp.

Solitario Resources Corp.

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

2 unchanged sentences

Solitario has been actively involved in mineral exploration since 1993.

In June 2023 Solitario’s shareholders approved an amendment to the Company’s Articles of Incorporation to change the Company’s name from Solitario Zinc Corp.

to Solitario Resources Corp., and that name change was effected in July 2023.

Solitario’s primary business is to acquire exploration mineral properties or royalties and/or discover economic deposits on its mineral properties and advance these deposits, either on its own or through joint ventures, up to the development stage.

12 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 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”).

The accompanying interim condensed consolidated financial statements of Solitario for the three months and six months ended June 30, 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.

Interim results are not necessarily indicative of results which may be achieved in the future or for the full year ending December 31, 2023.

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 appropriate interim financial statement presentation.

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

Securities and Exchange Commission (the “SEC”) on March 16, 2023 and amended by that certain Amendment No.

1 to Form 10-K filed with the SEC on March 24, 2023 (as amended our “2022 Annual Report”).

The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated 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 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 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.

Although the COVID-19 public health emergency was officially terminated in May 2023, Solitario will continue to evaluate the effects of any resurgence of COVID-19 or other health events on its operations and, as Solitario did at times during the pandemic, will take proactive steps to address the impacts on its operations, including reducing costs, in response to the economic uncertainty associated with potential risks.

Solitairo has also evaluated the potential impacts of market volatility, general economic uncertainty, and rising geopolitical tension 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 these risks on its operations, financial condition, and liquidity.

However, the extent to which these risks 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.

Financial reporting

The consolidated financial statements include the accounts of Solitario and its wholly owned subsidiaries.

The condensed consolidated financial statements include the accounts of Solitario and its wholly owned subsidiaries.

All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements are prepared in accordance with generally accepted accounting principles and are expressed in US dollars.

The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles and are expressed in US dollars.

Cash equivalents

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

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.

As of June 30, 2023, $ 380,000 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.

Included in the cash equivalents at June 30, 2023 is $ 10,000 in a money market fund held in a brokerage account.

Short-term investments

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 .

As of June 30, 2023, Solitario has $ 2,077,000 of its current assets in United States Treasury Securities (“USTS”) with maturities of 30 days to 8 months .

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

2 unchanged sentences

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 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.

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 six months ended June 30, 2023 and 2022.

Potentially dilutive shares related to outstanding common stock options of 5,340,000 and 5,390,000 , respectively, for the three and six months ended June 30, 2023 and outstanding common stock options of 5,341,250 and 5,440,000 , respectively, for the three and six months ended June 30, 2022 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

Mineral Properties

5 unchanged sentences

All exploration costs on our exploration properties, none of which have proven and probable reserves, including any additional costs incurred for subsequent lease payments or exploration activities related to our projects, are expensed as incurred.

During the three and six months ended June 30, 2023, Solitario advanced $ 350,000 to Teck for planned 2023 exploration expenditures at the Lik project, of which $ 332,000 was in prepaid expenses at June 30, 2023.

Exploration expense

2 unchanged sentences

Three months ended

Six months ended

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 has 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 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 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.

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.

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.

3 unchanged sentences

The cost of marketable equity securities sold is determined by the specific identification method.

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

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

March 31 2023

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

At June 30, 2023 and December 31, 2022 Solitario owns the following marketable equity securities:

June 30, 2023

December 31, 2022

8 unchanged sentences

Marketable equity securities at fair value

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

The following table represents changes in marketable equity securities:

(in thousands)

Three months ended

Six months ended

Cost of marketable equity securities sold

Realized loss on marketable equity securities sold

Realized (loss) gain on marketable equity securities sold

Proceeds from the sale of marketable equity securities sold

Net gain on marketable equity securities

Net (loss) gain on marketable equity securities

Change in marketable equity securities at fair value

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

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

(in thousands)

Three months ended

Unrealized gain on marketable securities

Realized loss on marketable equity securities sold

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.

Six months ended

Unrealized (loss) gain on marketable securities

Realized (loss) gain on marketable equity securities sold

Net loss on marketable securities

During the three and six months ended June 30, 2023, Solitario did not sell any marketable equity securities.

During the three months ended June 30, 2022, Solitario sold 500,000 shares of Vendetta Mining Corp.

(“Vendetta”) common stock for proceeds of $ 27,000 and recorded a loss on sale of $ 78,000 on the date of sale.

During the six months ended June 30, 2022, Solitario sold 1,000,000 shares of Vendetta common stock for proceeds of $ 53,000 and recorded a loss on sale of $ 159,000 on the date of sale.

Solitario accounts for its leases in accordance with ASC 842.

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

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

Solitario has no other material operating lease costs.

The WR Lease is classified as an operating lease and has a 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 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.

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:

During the six months ended June 30, 2023, Solitario entered into an extension of the lease as 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 $ 87,000 .

The WR Lease is classified as an operating lease and has a term of 32 months at June 30, 2023, with no renewal option.

At June 30, 2023 and December 31, 2022, 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 amortization of right of use lease asset expense is recognized over the lease term, with variable lease payments recognized in the period those payments are incurred.

During the three and six months ended June 30, 2023, cash lease payments of $ 11,000 and $ 22,000 , respectively, were made on the WR Lease.

During the three and six months ended June 30, 2022, cash lease payments of $ 8,000 and $ 18,000 , respectively, were made on the WR Lease.

During the three and six months ended June 30, 2023, Solitario recognized $ 9,000 and $ 19,000 , 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 six months ended June 30, 2022, Solitario recognized $ 10,000 and $ 20,000 , 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.

The discount rate within the WR Lease is not determinable and Solitario has applied a discount rate of 7 % based upon Solitario’s estimate of its cost of capital to determine the asset and liability upon the extension of the WR lease during 2023.

The maturities of Solitario’s lease liability for its WR Lease are as follows at June 30, 2023:

Future lease payments (in thousands)

Remaining payments 2023

Total lease payments

Less the portion of lease payments representing interest

Less amount of payments representing interest

Present value of lease payments

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

Supplemental cash flow information related to our operating lease was as follows for the three and six months ended June 30, 2023 and 2022:

(in thousands)

Three months ended

Six months ended

Cash paid for amounts included in the measurement of lease liabilities

Operating cash outflows from WR Lease payments

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

5 Other Assets

4 unchanged sentences

Exploration bonds and other assets

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.

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 March 31, 2023:

Derivative Instruments

Covered call options

From time-to-time Solitario has sold covered call options against its holdings of shares of common stock of Kinross Gold Corporation (“Kinross”) included in marketable equity securities.

The business purpose of selling covered calls is to provide additional income on a limited portion of shares of Kinross that Solitario may sell in the near term, which is generally defined as less than one year, and any changes in the fair value of its covered calls are recognized in the statement of operations in the period of the change.

At June 30, 2023, Solitario has a liability related to covered calls outstanding on its holdings of Kinross of $ 8,000 .

During the three months ended June 30, 2023, Solitario sold covered calls against its holdings of Kinross for cash proceeds of $ 31,000 and recorded a gain on derivative instruments related to those covered calls of $ 23,000 .

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

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

During the six months ended June 30, 2023, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.

(in thousands)

1 unchanged sentence

Marketable equity securities

Kinross call options

2 unchanged sentences

Marketable equity securities

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.

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

Under ASC 740, income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes.

Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

1 unchanged sentence

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 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.

At both June 30, 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 months ended March 31, 2023 and 2022, Solitario recorded no deferred tax expense.

During the three and six months ended June 30, 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.

Solitario leases office space under a non-cancelable operating lease for the Wheat Ridge, Colorado office which provides for future total minimum rent payments as of June 30, 2023 of $ 111,000 through February 2026 .

Employee Stock Compensation Plans

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

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.

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.

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 June 30, 2023, the 2013 Plan has expired and no additional awards may be granted under the 2013 Plan, although awards made prior to the 2013 Plan’s expiration will remain outstanding in accordance with their terms.

The outstanding awards under the 2013 Plan are detailed below.

On June 20, 2023 Solitario’s shareholders approved the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”).

Under the terms of the 2023 Plan a total of 5,000,000 shares of Solitario common stock are reserved for awards to directors, officers, employees and consultants.

Awards may take the form of stock options, stock appreciation rights, restricted stock and restricted stock units.

The terms and conditions of the awards are pursuant to the 2023 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.

The 2023 Plan has a term of 10 years.

As of June 30, 2023, no awards have been granted under the 2023 Plan.

As of June 30, 2023, and December 31, 2022 there were options outstanding under the 2013 Plan that are exercisable to acquire 5,340,000 and 5,390,000 , respectively, shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.60 per share.

During the three and six months ended June 30, 2023 and 2022, Solitario did not grant any options.

During the three and six months ended June 30, 2023, options for 50,000 shares were exercised with an exercise price of $ 0.28 per share for proceeds of $ 14,000 , which had an intrinsic value of $ 15,000 on the date of exercise.

During the three months ended June 30, 2022, options for 8,750 shares were exercised with an average exercise price of $ 0.20 per share for proceeds of $ 1,000 , which had an intrinsic value of $ 5,000 on the date of exercise.

During the six months ended June 30, 2022, options for 81,750 shares were exercised with an average exercise price of $ 0.25 per share for proceeds of $ 20,000 , which had an intrinsic value of $ 44,000 on the date of exercise.

During the three and six months ended June 30, 2023, Solitario recorded stock option compensation expense of $ 59,000 and $ 126,000 , respectively included in general and administrative expense.

During the three and six months ended June 30, 2022, Solitario recorded stock option compensation expense of $ 13,000 and $ 26,000 , respectively included in general and administrative expense.

At June 30, 2023, the total unrecognized stock option compensation cost related to non-vested options was $ 492,000 and is expected to be recognized over a weighted average period of 26 months.

Shareholders’ Equity

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

Shareholders’ Equity for the three and six months ended June 30, 2023:

(in thousands, except

4 unchanged sentences

Balance at March 31, 2023

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

Stock option expense

Issuance of shares - option exercises

Balance at June 30, 2023

Shareholders’ Equity for the three and six months ended June 30, 2022:

(in thousands, except

6 unchanged sentences

Balance at March 31, 2022

Stock option expense

Issuance of shares - option exercises

Balance at June 30, 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 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.

During the six months ended June 30, 2023 Solitario did not sell any shares under the ATM Agreement.

During the six months ended June 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.

Subsequent Events

On July 31, 2023 Solitario entered into a Stock Purchase Agreement (the “SPA”) with Newmont Overseas Exploration Ltd.

(“Newmont”), for the purchase and sale of 4,166,667 shares of common stock of Solitario (the “Shares”), at a price of $ 0.60 per share for proceeds of $ 2,500,000 (the “Offering”).

The proceeds of the Offering will be used to advance Solitario’s exploration activities at its core projects and for general corporate purposes.

In connection with the SPA of the Shares the Company and Newmont entered into an Investor Rights Agreement granting Newmont certain additional rights, including a preemptive right, certain anti-dilution protections and certain other rights and notice provisions related to Solitario’s Gold Crest property assets.

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