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Item 1. Financial Statements

2024-05-02 compared with 2023-11-08 · 100 added, 170 removed, 168 unchanged (62% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

September 30,

(in thousands, except share amounts)

Current assets:

8 unchanged sentences

Accounts payable

Kinross call option

Operating lease liability

6 unchanged sentences

Shareholders’ equity:

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)

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at March 31, 2024 and December 31, 2023)

Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 79,636,358 and 79,586,358 shares, respectively, issued and outstanding at March 31, 2024 and December 31, 2023)

Additional paid-in capital

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Three months ended

Nine months ended

Costs, expenses and other:

(in thousands of U.S.

dollars, except per share amounts)

Three months ended March 31

Operating expenses:

Exploration expense

General and administrative

Total costs, expenses and other

Other (loss) income

Total operating expenses

Other income:

Interest and dividend income

Gain (loss) on derivative instruments

Realized loss on sale of marketable equity securities

Unrealized gain (loss) on short-term investments

Unrealized (loss) gain on marketable equity securities

Total other (loss) income

Loss income per common share:

Unrealized gain on short-term investments

Unrealized gain on marketable equity securities

Total other income

Net Loss per common share:

Basic and diluted

5 unchanged sentences

(in thousands of U.S.

Nine months ended

September 30,

Three months ended March 31,

Operating activities:

1 unchanged sentence

Amortization of right of use lease asset

Unrealized loss on marketable equity securities

Unrealized (gain) loss on short-term investments

Employee stock option expense

Loss on sale of marketable equity securities

(Gain) loss on derivative instruments

Unrealized gain on marketable equity securities

Unrealized gain on short-term investments

Stock-based compensation expense

Changes in operating assets and liabilities:

Property abandonment and impairment

Prepaid expenses and other

Accounts payable and other liabilities

Accounts payable and other current liabilities

Net cash used in operating activities

1 unchanged sentence

Sale of short-term investments, net

Purchase of mineral property

Purchase of other assets – net

Cash from sale of marketable equity securities

Sale of derivative instruments – net

Net cash provided (used in) by investing activities

Net cash provided by investing activities

Financing activities:

Issuance of common stock – net of issuing costs

Stock options exercised for cash

Issuance of common stock upon exercise of stock options

Net cash provided by financing activities

Net increase (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:

Acquisition of right to use asset

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO RESOURCES CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6 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.

2 unchanged sentences

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

In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario also evaluates potential strategic transactions for the acquisition of new precious and base metal properties and assets with exploration potential or business combinations that Solitario determines to be favorable to Solitario.

In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario from time-to-time also evaluates potential strategic transactions for the acquisition of new precious and base metal properties and assets with exploration potential or business combinations that Solitario determines to be favorable to Solitario.

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

4 unchanged sentences

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 is conducting mineral exploration on its 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 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”).

The accompanying interim condensed consolidated financial statements of Solitario for the three months ended March 31, 2024 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, 2024.

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.

Recent accounting pronouncements

In August 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations.

The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements.

The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture.

The guidance is applicable to all entities involved in the formation of a joint venture.

The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025.

Early adoption and retrospective application of the amendments are permitted.

Solitario does not anticipate early adoption.

Solitario is evaluating the new guidance and has not determined the impact of ASU 2023-05 on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid.

The amendments in ASU 2023-09 are effective for public business entities for fiscal years beginning after December 15, 2024 and are applied prospectively.

Early adoption and retrospective application of the amendments are permitted.

Solitario does not anticipate early adoption.

Solitario does not expect the adoption of ASU No.

2023-09 to have a material impact on its consolidated financial position or results of operations.

Risks and Uncertainties

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.

Solitario also faces various macro-economic 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 2023 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 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 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.

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

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.

As of March 31, 2024, $ 81,000 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.

Money Market Funds

Solitario invests in money market funds that seek to maintain a stable net asset value.

These funds invest in high-quality, short-term, diversified money market instruments, short-term treasury bills, federal agency securities, certificates of deposits, and commercial paper.

Solitario includes its money market funds in short-term investments.

Solitario believes the redemption value of these funds is likely to be the fair value, which is represented by the net asset value.

Redemption is permitted daily without written notice.

At March 31, 2024 Solitario’s money market funds of $ 7,518,000 are included in short-term investments.

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, 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.

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, 2024 and 2023.

Potentially dilutive shares related to outstanding common stock options of 3,778,500 and 5,390,000 , respectively, for the three months ended March 31, 2024 and 2023 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

Mineral Properties

The following table details Solitario’s investment in Mineral Properties:

The following table details Solitario’s capitalized mineral properties:

(in thousands)

September 30,

Lik Project (Alaska – US)

Golden Crest (South Dakota – US)

Golden Crest Project (South Dakota – US)

Total exploration mineral properties

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.

Solitario's mineral properties at March 31, 2024 and December 31, 2023 consist of use rights related to its exploration properties.

The amounts capitalized as mineral properties include initial concession and lease or option acquisition costs.

None of Solitario’s exploration properties have production (are operating) or have established proven or probable reserves.

Solitario's mineral properties represent interests in properties that Solitario believes have exploration and development potential.

Exploration expense

1 unchanged sentence

(in thousands)

Three months ended

September 30,

Nine months ended

September 30,

Three months ended March 31,

Geologic and field expenses

11 unchanged sentences

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

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

September 30, 2023

At March 31, 2024 and December 31, 2023, Solitario owns the following marketable equity securities:

March 31, 2024

December 31, 2023

5 unchanged sentences

(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:

(in thousands)

Three months ended

September 30,

Nine months ended

September 30,

Cost of marketable equity securities sold

Realized (loss) on marketable equity securities sold

Proceeds from the sale of marketable equity securities sold

Net (loss) 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:

(in thousands)

Three months ended

September 30,

Nine months ended

September 30,

Unrealized (loss) gain on marketable securities

Realized (loss) on marketable equity securities sold

Net loss on marketable securities

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.

Solitario accounts for its leases in accordance with ASC 842 Leases .

During the three months ended March 31, 2024 and 2023, Solitario did not sell any marketable equity securities, and the increase in the fair value in its marketable equity securities of $ 8,000 and $ 329,000 , respectively during the three months ended March 31, 2024 and 2023 was related to unrealized gain on marketable equity securities.

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 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 WR Lease is classified as an operating lease and has a term of 23 months at March 31, 2024, with no renewal option.

At March 31, 2024 and December 31, 2023, 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 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.

During the three months ended March 31, 2024 and 2023, cash lease payments of $ 11,000 and $ 11,000 , respectively, were made on the WR Lease.

During the three months ended March 31, 2024 and 2023, respectively, Solitario recognized $ 9,000 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.

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 September 30, 2023:

The maturities of Solitario’s lease liability for its WR Lease are as follows at March 31, 2024:

Future lease payments (in thousands)

6 unchanged sentences

(in thousands)

September 30,

Furniture and fixtures, net of accumulated depreciation

Office lease asset

Right of use office lease asset

Exploration bonds and other assets

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 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 nine months ended September 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 September 30, 2023:

Fair Value of Financial Instruments

During the three months ended March 31, 2024 and 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 Accounting for Income Taxes .

Solitario accounts for income taxes in accordance with ASC 740 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.

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, 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 March 31, 2024 and December 31, 2023, 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, 2023 and 2022, Solitario recorded no deferred tax expense.

During the three months ended March 31, 2024 and 2023, 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 September 30, 2023 of $ 101,000 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 March 31, 2024 of $ 85,000 through February 2026.

Employee Stock Compensation Plans

During the three months ended March 31, 2024 and 2023, Solitario recorded stock-based compensation expense of $ 59,000 and $ 67,000 , respectively included in general and administrative expense.

At March 31, 2024, the total unrecognized stock option compensation cost related to non-vested options is $ 327,000 and is expected to be recognized over a weighted average period of 17 months.

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

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.

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

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.

As of March 31, 2024, 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.

As of March 31, 2024 and December 31, 2023, there were 3,728,500 and 3,778,500 options outstanding under the 2013 Plan.

Of these, as of March 31, 2024 and December 31, 2023, there were options that are vested and exercisable to acquire 2,513,500 and 2,563,500 , respectively, shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.60 per share.

As of March 31, 2024, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 491,000 and a weighted average life of 2.59 years.

During the three months ended March 31, 2024, options granted under the 2023 Plan for 50,000 shares were exercised for proceeds of $ 14,000 .

No options were exercised from the 2013 Plan during the three months ended March 31, 2023.

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

3 unchanged sentences

The 2023 Plan has a term of 10 years.

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.

No awards were granted under the 2023 Plan during the three months ended March 31, 2024.

As of March 31, 2024 and December 31, 2023, there were 50,000 options outstanding under the 2023 Plan of which there are options that are vested and exercisable to acquire 12,500 , shares of Solitario common stock, with an exercise price of $ 0.51 per share.

As of March 31, 2024, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 4,500 and a weighted average life of 4.9 years.

During the three months ended March 31, 2024, Solitario did not grant any options under the 2023 Plan and no options were exercised under the 2023 Plan.

Shareholders’ Equity

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

Shareholders’ Equity for the three months ended March 31, 2024:

(in thousands, except

2 unchanged sentences

Balance at December 31, 2023

Stock option expense

Balance at March 31, 2023

Stock option expense

Issuance of shares - option exercises

Balance at June 30, 2023

Stock option expense

Stock-based compensation expense

Issuance of shares- option exercises

Private placement

Balance at September 30, 2023

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

Balance at March 31, 2024

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

(in thousands, except

2 unchanged sentences

Balance at December 31, 2022

Stock option expense

Issuance of shares – ATM, net

Issuance of shares - option exercises

Stock-based compensation expense

Balance at March 31, 2023

Stock option expense

Issuance of shares - option exercises

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

On February 2, 2021, Solitario entered into an at-the-market offering agreement (the “ATM Agreement”) with H.

On December 19, 2023, Solitario entered into an amendment to its at-the-market offering agreement that was originally entered into in 2021 (the “ATM Agreement”) with H.

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 $ 10.0 million (the “ATM Program”).

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

The common stock 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 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.

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.

Solitario did not sell any shares under the ATM program during the three months ended March 31, 2024 and 2023.

Subsequent Events

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.

During April 2024, Solitario sold 1,651,309 shares of common stock under the ATM Agreement at a price of $ 0.68 per share for net proceeds of $ 1,085,000 after commissions and other 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