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Item 1. Financial Statements

2023-11-08 compared with 2023-08-09 · 110 added, 92 removed, 228 unchanged (47% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S.

except share and per share amounts)

(in thousands, except share and per share amounts)

September 30,

Current assets:

15 unchanged sentences

Total long-term liabilities

Commitments and contingencies

Commitments and contingencies (Note 9)

Shareholders’ equity:

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)

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

Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 69,163,040 and 64,801,373 shares, respectively, issued and outstanding at September 30, 2023 and December 31, 2022)

Additional paid-in capital

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of U.S.

dollars, except per share amounts)

(in thousands, except per share amounts)

Three months ended

Six months ended

Nine months ended

Costs, expenses and other:

5 unchanged sentences

Gain (loss) on derivative instruments

(Loss) gain on sale of marketable equity securities

Realized loss on sale of marketable equity securities

Unrealized gain (loss) on short-term investments

1 unchanged sentence

Total other (loss) income

Net (loss) income

Loss income per common share:

6 unchanged sentences

(in thousands of U.S.

Six months ended

Nine months ended

September 30,

Operating activities:

1 unchanged sentence

Amortization of right-of-use lease asset

Unrealized (gain) loss on marketable equity securities

Unrealized loss on marketable equity securities

Unrealized (gain) loss on short-term investments

3 unchanged sentences

Changes in operating assets and liabilities:

Property abandonment and impairment

Prepaid expenses and other

2 unchanged sentences

Investing activities:

Sale (purchase) of short-term investments, net

Sale of short-term investments, net

Purchase of mineral property

18 unchanged sentences

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

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

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

In July 1994, Solitario became a publicly traded company on the Toronto Stock Exchange through its initial public offering.

3 unchanged sentences

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.

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.

At or prior to development, Solitario would likely attempt to sell its mineral properties, pursue their development either independently or through a joint venture with a partner that has expertise in mining operations, or create a royalty with a third party that would continue to advance the property.

Solitario has never developed a property.

3 unchanged sentences

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.

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

Nexa Resources, Ltd.

(“Nexa”), Solitario’s joint venture partner, is continuing the exploration and furtherance of the Florida Canyon Project and Solitario is monitoring progress at Florida Canyon.

Solitario is working with its 50% joint venture partner in the Lik deposit, Teck American Incorporated, a wholly-owned subsidiary of Teck Resources Limited (both companies are referred to as “Teck”), to further the exploration and evaluate potential development plans for the Lik project.

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

Solitario is working with its 50% joint venture partner in the Lik Project, Teck American Incorporated, a wholly-owned subsidiary of Teck Resources Limited (both companies are referred to as “Teck”), to further the exploration and evaluate potential development plans for the Lik Project.

Solitario is conducting mineral exploration on Golden Crest Project on its own.

Solitario anticipates using its cash and short-term investments, in part, to fund costs and activities to further the exploration of the Florida Canyon, Lik and Golden Crest projects, and to potentially acquire additional mineral property assets.

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 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”).

The accompanying interim condensed consolidated financial statements of Solitario for the three months and nine months ended September 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.

5 unchanged sentences

Risks and Uncertainties

Solitario faces risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial condition.

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

Solitario is subject to various risks and uncertainties that are specific to the nature of its business and the exploration of its mineral properties.

Solitario also faces various macro risks and uncertainties, such as risks related to health epidemics, pandemics, and other outbreaks or resurgences of communicable diseases, the occurrence of natural disasters, rising geopolitical tension and instability, acts of war or terrorism, global economic uncertainty, inflationary pressures, increased interest rates, and volatility and disruption in national and international financial markets.

These risks and uncertainties could significantly disrupt Solitario’s operations and may materially and adversely affect its business and financial condition.

Certain of these risks and uncertainties are discussed under the heading “Risk Factors” in Item 1A of our 2022 Annual Report and under the heading “Forward-Looking Statements” in Item 2(l) of Part I of this report.

Solitario will continue taking proactive steps to monitor and address the impacts of these risks and uncertainties on its operations, financial condition, and liquidity.

Such steps may include, for example, modifying the scope of exploration projects to the extent necessary to respond to public-health emergencies, a step Solitario and its joint venture partners took to address the impacts of the COVID-19 pandemic;

reducing costs and increasing operational efficiency in response to inflationary stress and economic downturn;

and performing ongoing evaluations of the potential impacts of market volatility, general economic uncertainty, and rising geopolitical tension on Solitario’s ability to access future traditional funding sources on the same or reasonably similar terms as in past periods.

While Solitario will continue to monitor and address the effects of these risks and uncertainties, the extent to which they 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

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 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.

As of September 30, 2023, $ 82,000 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.

Short-term investments

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 .

As of September 30, 2023, Solitario has $ 1,391,000 of its current assets in United States Treasury Securities (“USTS”) with maturities of 30 days to 5 months.

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

1 unchanged sentence

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.

Included in short-term investments at September 30, 2023 is $ 2,573,000 in a money market fund held in a brokerage account.

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 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.

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, 2023 and 2022.

Potentially dilutive shares related to outstanding common stock options of 5,195,000 and 5,390,000 , respectively, for the three and nine months ended September 30, 2023 and outstanding common stock options of 5,431,250 and 5,513,000 , respectively, for the three and nine months ended September 30, 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)

1 unchanged sentence

Total exploration mineral properties

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.

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

During the nine months ended September 30, 2023, Solitario advanced $ 350,000 to Teck for planned 2023 exploration expenditures at the Lik project, of which $ 193,000 was in prepaid expenses at September 30, 2023.

Exploration expense

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Three months ended

Six months ended

September 30,

Nine months ended

September 30,

Geologic and field expenses

4 unchanged sentences

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 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% joint venture 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 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

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

September 30, 2023

December 31, 2022

5 unchanged sentences

(in thousands)

September 30,

Marketable equity securities at cost

4 unchanged sentences

Three months ended

Six months ended

September 30,

Nine months ended

September 30,

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

4 unchanged sentences

Three months ended

Six months ended

September 30,

Nine months ended

September 30,

Unrealized (loss) gain on marketable securities

Realized (loss) gain on marketable equity securities sold

Realized (loss) 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.

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

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

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

(“Vendetta”) common stock for proceeds of $ 53,000 and recorded a loss on sale of $ 159,000 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 accounts for its leases in accordance with ASC 842 Leases .

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.

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.

During the nine months ended September 30, 2023, Solitario entered into an extension of the lease as a new lease for the same facility (the prior lease and the 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 29 months at September 30, 2023, with no renewal option.

At September 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.

During the three and nine months ended September 30, 2023, cash lease payments of $ 11,000 and $ 33,000 , respectively, were made on the WR Lease.

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, 2023, Solitario recognized $ 10,000 and $29,000, 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, 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.

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:

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

Future lease payments (in thousands)

3 unchanged sentences

Present value of lease payments

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 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

The following items comprised other assets:

Other assets consisted of the following items:

(in thousands)

September 30,

Furniture and fixtures, net of accumulated depreciation

5 unchanged sentences

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.

At September 30, 2023, Solitario has a liability related to covered calls outstanding on its holdings of Kinross of $ 1,000 .

During the nine months ended September 30, 2023, Solitario sold covered calls against its holdings of Kinross for cash proceeds of $ 31,000 and Solitario recorded a gain on derivative instruments related to those covered calls during the three and nine months ended September 30, 2023 of $ 7,000 and $ 30,000 , respectively.

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

During the three and nine months ended September 30, 2023 Solitario did not hold any Vendetta warrants.

During the nine months ended September 30, 2022, Solitario recorded a loss of $ 4,000 related to certain Vendetta warrants it held, which expired unexercised during the nine months ended September 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.

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 June 30, 2023:

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

(in thousands)

11 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 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.

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

During the three and nine months ended September 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 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 .

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 September 30, 2023 of $ 101,000 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, as amended (the “2013 Plan”).

Omnibus Stock and Incentive Plan, as amended (the “2013 Plan”), which expired in April 2023.

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 2013 plan permitted the Board of Directors of the Company (the “Board of Directors”) or a committee appointed by the Board of Directors to grant awards in the form of stock options, stock appreciation rights, restricted stock, and restricted stock units.

As of September 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.

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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.

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

As of September 30, 2023 and December 31, 2022, there were options outstanding under the 2013 Plan that are exercisable to acquire 5,195,000 and 5,390,000 , respectively, shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.60 per share.

As of September 30, 2023, the outstanding stock options have an intrinsic value of $ 765,000 and a weighted average life of 2.24 years.

During the three and nine months ended September 30, 2023, Solitario did not grant any options.

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 three and nine months ended September 30, 2023, options for 145,000 and 195,000 shares, respectively, were exercised with exercise prices between $ 0.28 and $ 0.31 per share for proceeds of $ 45,000 and $ 59,000 , respectively, which had intrinsic values of $ 37,000 and $ 52,000 , respectively, on the date of exercise.

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

During the nine months ended September 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 nine months ended September 30, 2023, Solitario recorded stock option compensation expense of $ 58,000 and $ 184,000 , respectively included in general and administrative expense.

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

At September 30, 2023, the total unrecognized stock option compensation cost related to non-vested options was $ 434,000 and is expected to be recognized over a weighted average period of 23 months.

Shareholders’ Equity

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

Shareholders’ Equity for the nine months ended September 30, 2023:

(in thousands, except

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Balance at June 30, 2023

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

Stock option expense

Issuance of shares - option exercises

Private placement

Balance at September 30, 2023

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

(in thousands, except

9 unchanged sentences

Balance at June 30, 2022

Stock option expense

Balance at September 30, 2022

Private Placement

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 Solitario common stock of Solitario (the “Shares”), at a price of $ 0.60 per share for net proceeds of $ 2,422,000 after certain legal and regulatory offering costs of $ 78,000 .

In connection with the sale of the Shares Solitario and Newmont entered into an Investor Rights Agreement, which granted 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 mineral property assets.

At the Market Offering Agreement

1 unchanged sentence

Wainwright & Co., LLC (“Wainwright”), under which Solitario may, from time to time, issue and sell shares of Solitario’s common stock through Wainwright as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $ 9.0 million (the “ATM Program”).

The common stock is distributed at the market prices prevailing at the time of sale.

The common stock sold under the ATM Program is distributed at the market prices prevailing at the time of sale.

As a result, prices of the common stock sold under the ATM Program may vary as between purchasers and during the period of distribution.

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 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.

The ATM Agreement provides that Wainwright is entitled to compensation for its services as sales manager 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, 2023, Solitario did not sell any shares under 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.

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.

On October 13, 2023, Solitario completed a private placement of 8,631,818 shares of Solitario common stock, at a price of US$ 0.55 per share for total net proceeds of US$ 4,747,500 (the “Offering”).

The Offering involved qualified non-US investors and was pursuant to one or more exemptions from registration under U.S., Canadian and other applicable law.

The Company did not engage an underwriter or placement agent for the Offering, and there were no underwriter discounts or commissions or placement agent fees, and no warrants were issued.

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

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