What changed in this filing

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Item 9A. Controls and Procedures

2024-03-22 compared with 2023-03-16 · 59 added, 18 removed, 99 unchanged (44% of the section changed)

Controls and Procedures

The management of Solitario is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

During the fiscal period covered by this report, Solitario's management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of Solitario’s internal control over financial reporting and the design and operation of Solitario’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

This evaluation of the effectiveness of our internal control over financial reporting was based on the framework and criteria established in Internal Control – Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such evaluations, Solitario’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2022, Solitario’s internal control over financial reporting is effective and that its disclosure controls and procedures are effective to ensure that information required to be disclosed by Solitario in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to Solitario’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in internal control over financial reporting during the three months ended December 31, 2022.

Evaluation of Disclosure Controls and Procedures.

We have conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including our subsidiaries) required to be included in our periodic Securities and Exchange Commission filings.

Management’s Report on Internal Control Over Financial Reporting .

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process designated by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework).

Based on our assessment, our Chief Executive Officer and our Chief Financial Officer both believe that, as of December 31, 2023, our internal control over financial reporting is effective based on those criteria.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

1 unchanged sentence

Other Information

During the quarter ended December 31, 2023, none of Solitario’s directors or officers informed Solitario of the adoption, modification, or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

7 unchanged sentences

Shares authorized for issuance under equity compensation plans.

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.

The 2023 Plan has a term of 10 years.

On November 16, 2023, the Board of Directors granted options to acquire 50,000 shares of Solitario common stock under the 2023 Plan.

The options have an exercise price of $0.51 per share, a five-year term, vested 25% on the date of grant, vest 25% on each of the next three anniversary dates and have a grant date fair value of $16,000 based upon a Black-Scholes model, with a 72% volatility and a 4.4% risk-free interest rate.

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

4 unchanged sentences

The terms and conditions of the awards are pursuant to the 2013 Plan and awards are granted by the Board of Directors or a committee appointed by the Board of Directors.

As of December 31, 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.

On September 8, 2022, the Board of Directors granted options to acquire 2,360,000 shares of Solitario common stock under the 2013 Plan.

The options have an exercise price of $0.60 per share, a five-year term, vested 25% on the date of grant, vest 25% on each of the next three anniversary dates and have a grant date fair value of $876,000 based upon a Black-Scholes model, with a 73% volatility and a 3.4% risk-free interest rate.

On May 5, 2021, the Board of Directors granted options to acquire 90,000 shares of Solitario common stock under the 2013 Plan.

These options have a five-year life, vested 25% on the date of grant and vest 25% on each of the next three anniversary dates of the date of grant, have an exercise price of $0.67 per share, and a grant date fair value of $37,000, based upon a Black-Scholes model with an expected volatility of 76%, and a risk-free interest rate of 0.9%.

On June 10, 2021, the Board of Directors granted options to acquire 50,000 shares of Solitario common stock under the 2013 Plan.

These options have a five-year life, vested 25% on the date of grant and vest 25% on each of the next three anniversary dates of the date of grant, have an exercise price of $0.69 per share, and a grant date fair value of $20,000, based upon a Black-Scholes model with an expected volatility of 76%, and a risk-free interest rate of 0.9%.

Equity Compensation Plan Information as of December 31, 2023:

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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Equity compensation plans approved by

security holders

Equity compensation plans not approved

by security holders

Total 2023 Plan

Equity compensation plans approved by

security holders

Equity compensation plans not approved

by security holders

Total 2013 Plan

Certain Relationships and Related Transactions, and Director Independence

7 unchanged sentences

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (Assure CPA, Spokane, Washington, LLC PCAOB ID 444)

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

9 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SOLITARIO ZINC CORP.

SOLITARIO RESOURCES CORP.

Chief Financial Officer

10 unchanged sentences

/s/ John Labate

A majority of

/s/ Brian Labadie

A majority of the

March 21, 2024

Brian Labadie

Board of Directors

/s/ James Hesketh

4 unchanged sentences

/s/ Joshua D.

Attorney-in-fact

Maronick, Attorney-in-fact

INDEX TO EXHIBITS

2 unchanged sentences

(incorporated by reference to Exhibit 3.1 to Solitario’s Current Report on Form 8-K filed on July 14, 2017)

Amended and Restated By-laws of Solitario Zinc Corp., as amended (incorporated by reference to Exhibit 3.1 to Solitario’s Form 8-K filed on April 23, 2021)

Form of Common Stock Certificate of Solitario Zinc (incorporated by reference to Exhibit 4.1 to Solitario’s Form 10-Q filed on November 8, 2017)

Articles of Amendment to Restated Articles of Incorporation of Solitario Resources Corp.

(incorporated by reference to Exhibit 3.1 to Solitario’s Current Report on Form 8-K filed on July 19, 2023)

Amended and Restated By-laws of Solitario Resources Corp., as amended (incorporated by reference to Exhibit 3.1 to Solitario’s Form 8-K filed on April 23, 2021)

Form of Common Stock Certificate of Solitario Resources Corp.

(incorporated by reference to Exhibit 4.1 to Solitario’s Form 10-Q filed on August 9, 2023)

Description of Common Stock (incorporated by reference to Exhibit 4.2 to Solitario’s Form 10-K filed on March 2, 2020)

10 unchanged sentences

Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to Solitario’s Form 8-K filed on June 29, 2017)

At The Market Offering Agreement between Solitario Zinc Corp.

2023 Stock and Incentive Plan (incorporated by reference to Appendix B to Solitaro’s definitive proxy statement on Schedule 14A filed with the SEC on April 28, 2023)

Form of Award Agreement for the 2023 Solitario Stock and Incentive Plan

At The Market Offering Agreement between Solitario Resources Corp.

Wainwright & Co., LLC, dated February 2, 2021 (incorporated by reference to Solitario’s Form 8-K filed on February 2, 2021)

Amendment to At the Market Offering Agreement between Solitario Resources Corp.

Wainwright & Co., LLC, dated December 19, 2023(incorporated by reference to Exhibit 1.2 to Solitario’s Form S-3 Amendment No.

1 filed on December 20, 2023)

Purchase Agreement by and between Solitario Recourses Corp.

and Newmont Overseas Exploration Ltd.

(incorporated by reference to Exhibit 10.1 to Solitario’s Form 8-K filed August 2, 2023)

Investor Rights Agreement by and between Solitario Resources Corp.

and Newmont Overseas Exploration Ltd.

dated July 31, 2023 (incorporated by reference to Exhibit 10.2 to Solitario’s Form 8-K filed on August 2, 2023)

Mining Lease Between Golden Crest II, LLC and Solitario Resources Corp., dated May 27, 2021

Code of Ethics for the Chief Executive Officer and Senior Financial Officer (incorporated by reference to Exhibit 99.1 to Solitario's Form 8-K filed on July 18, 2006)

Subsidiaries of Solitario Zinc Corp.

Solitario Resources Corp.

Confidentiality and Insider Trading Policy

Subsidiaries of Solitario Resources Corp.

Consent of Plante & Moran, PLLC

Consent of Assure CPA, LLC

Power of Attorney

4 unchanged sentences

Technical Report Summary for the Lik Project (incorporated by reference to Exhibit 96.1 to Solitario’s Form 10-K filed on March 30, 2022)

Solitario Resources Corp.

Compensation Recoupment Policy, effective October 2, 2023

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline eXtensible Business Reporting Language (iXBRL):

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures