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Item 1. Financial Statements

2024-07-30 compared with 2024-05-02 · 139 added, 75 removed, 193 unchanged (53% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

(in thousands of U.S.

except share and amounts)

Current assets:

5 unchanged sentences

Mineral properties

Restricted cash – Golden Crest reclamation

Liabilities and Shareholders’ Equity

1 unchanged sentence

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 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)

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at June 30, 2024 and December 31, 2023)

Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 81,438,418 and 79,586,358 shares, respectively, issued and outstanding at June 30, 2024 and December 31, 2023)

Additional paid-in capital

7 unchanged sentences

dollars, except per share amounts)

Three months ended March 31

Operating expenses:

Three months ended

Six months ended

Operating expense:

Exploration expense

General and administrative

Total operating expenses

Other income:

Total operating expense

Other income (loss)

Interest and dividend income

(Loss) gain on derivative instruments

Gain on sale of marketable equity securities

Unrealized gain on short-term investments

Unrealized gain on marketable equity securities

Total other income

Net Loss per common share:

Unrealized gain (loss) on marketable equity securities

Total other income (loss)

Loss per common share:

Basic and diluted

5 unchanged sentences

(in thousands of U.S.

Three months ended March 31,

Six months ended

Operating activities:

1 unchanged sentence

Amortization of right of use lease asset

Unrealized gain on marketable equity securities

Unrealized gain on short-term investments

Unrealized (gain) loss on marketable equity securities

Unrealized (gain) loss on short-term investments

Stock-based compensation expense

(Gain) on sale of marketable equity securities

Loss (gain) on derivative instruments

Changes in operating assets and liabilities:

4 unchanged sentences

Sale of short-term investments, net

Purchase of mineral property

Purchase of other assets

Cash from sale of marketable equity securities

Sale of derivative instruments

Net cash provided by investing activities

Financing activities:

Issuance of common stock – net of issuing costs

Issuance of common stock upon exercise of stock options

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Net increase in cash and cash equivalents

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, 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

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(“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.

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

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

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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 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.

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

Solitario has never developed a property.

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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 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.

During the six months ended June 30, 2024, Solitario began work on a new early-stage project, the Cat Creek project (the “Cat Creek Project”) in Colorado.

Solitario is conducting mineral exploration on its Golden Crest Project and the Cat Creek 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 its core mineral projects, the Florida Canyon, Lik and Golden Crest, as well as its Cat Creek Project, 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 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”).

The accompanying interim condensed consolidated financial statements of Solitario for the three and six months ended June 30, 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, 2023 filed with the SEC on March 22, 2024 (the “2023 Annual Report”).

These condensed consolidated 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, 2023 filed with the SEC on March 22, 2024 (the “2023 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.

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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.

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

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

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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.

Certain of these risks and uncertainties are discussed under the heading “Risk Factors” in Part I, Item 1A of our 2023 Annual Report and under the heading “Forward-Looking Statements” in Item 2(l) of Part I of this report.

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 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.

As of June 30, 2024, $ 14,000 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

4 unchanged sentences

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.

Solitario’s money market funds of $ 8,048,000 and $ 7,738,000 , respectively, at June 30, 2024 and December 31, 2023 are included in short-term investments.

Restricted Cash

Restricted cash represents investments in certificates of deposit and are restricted primarily for reclamation funding or surety bonds.

Restricted cash and cash equivalents balances are carried at fair value.

Non-current restricted cash is reported in a separate line on the condensed consolidated balance sheets and totaled $ 100 ,000 at June, 30, 2024.

Total cash and restricted cash at June 30, 2024 and December 31, 2023 was $ 276,000 and $ 200,000 , respectively.

Short-term investments

All of Solitario’s short-term investments at June 30, 2024 consist of its investment in a money market account held in a brokerage firm.

At December 31, 2023 Solitario’s short term investments included a money market account of $7,738,000 and United States Treasury Securities (“USTS”) of $ 698,000 with maturities between one and two months.

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, 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.

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, 2024 and 2023.

Potentially dilutive shares related to outstanding common stock options of 5,903,500 and 3,778,500 , respectively, for the three and six months ended June 30, 2024 and outstanding common stock options of 5,340,000 and 5,390,000 , respectively, for the three and six months ended June 30, 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 capitalized mineral properties:

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

(in thousands)

Lik Project (Alaska – US)

Golden Crest Project (South Dakota – US)

Lik (Alaska – US)

Golden Crest (South Dakota – US)

Cat Creek (Colorado – US)

Total exploration mineral properties

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.

During the three and six months ended June 30, 2024, Solitario added a new area to its existing Golden Crest Project, covering approximately 98 claims .

The initial cost for staking and recording these claims of $ 43,000 was capitalized as mineral properties.

In addition, during the three and six months ended June 30, 2024, Solitario acquired a new early-stage exploration project, the Cat Creek Project, and capitalized its initial lease acquisition cost of $ 12,000 .

Solitario did not add any new exploration properties or projects during the three and six months ended June 30, 2023.

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.

Exploration expense

1 unchanged sentence

(in thousands)

Three months ended March 31,

Three months ended

Six months ended

Geologic and field expenses

11 unchanged sentences

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

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

March 31, 2024

At June 30, 2024 and December 31, 2023 Solitario owns the following marketable equity securities:

June 30, 2024

December 31, 2023

8 unchanged sentences

Marketable equity securities at fair value

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.

The following table represents changes in marketable equity securities:

(in thousands)

Three months ended

Six months ended

Cost of marketable equity securities sold

Realized gain 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

Six months ended

Unrealized gain (loss) on marketable equity securities

Realized gain on marketable equity securities sold

Net gain (loss) on marketable equity securities

During the three and six months ended June 30, 2024, Solitario sold 100,000 shares of Highlander Silver Corp.

(“Highlander”) common stock for proceeds of $ 54,000 and recorded a gain on sale of $ 54,000 on the date of sale.

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

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

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.

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 20 months at June 30, 2024, with no renewal option.

At June 30, 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 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.

During the three and six months ended June 30, 2024, 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, 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, 2024, Solitario recognized $ 12,000 and $ 21,000 , 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, 2023, 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 March 31, 2024:

The maturities of Solitario’s lease liability for its WR Lease are as follows at June 30, 2024:

Future lease payments (in thousands)

4 unchanged sentences

5 Other Assets

Other assets consisted of the following items:

The following items comprised other assets:

(in thousands)

Furniture and fixtures, net of accumulated depreciation

Right of use office lease asset

Exploration bonds and other assets

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.

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, 2024:

Office lease asset

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, 2024, Solitario has a liability related to covered calls outstanding on its holdings of Kinross of $ 60,000 .

During the three and six months ended June 30, 2024, Solitario sold covered calls against its holdings of Kinross for cash proceeds of $ 39,000 and recorded a loss on derivative instruments related to those covered calls of $ 21,000 .

During the three and six 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 accounts for its financial instruments under ASC 820 Fair Value Measurement .

During the six months ended June 30, 2024, 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

Commitments and Contingencies

Solitario has recorded an asset retirement obligation of $ 125,000 related to its Lik project in Alaska.

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, 2024 of $ 74,000 through February 2026.

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

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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, 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.

At both June 30, 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 months ended March 31, 2024 and 2023, Solitario recorded no deferred tax expense.

Commitments and contingencies

Solitario has recorded an asset retirement obligation of $ 125,000 related to its Lik Project in Alaska.

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 March 31, 2024 of $ 85,000 through February 2026.

During the three and six months ended June 30, 2024 and 2023, Solitario recorded no deferred tax expense.

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.

1 unchanged sentence

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 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.

Awards granted under 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 June 30, 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.

The outstanding awards under the 2013 Plan are detailed below.

As of June 30, 2024 and December 31, 2023, there were options outstanding under the 2013 Plan to acquire 3,728,500 and 3,778,500 shares, respectively, of Solitario common stock.

Of these, as of June 30, 2024 and December 31, 2023, there were options that are vested and exercisable to acquire 2,548,500 and 2,563,500 , respectively, shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.69 per share.

As of June 30, 2024, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 1,562,000 and a weighted average life of 2.34 years.

During the six months ended June 30, 2024, options previously granted under the 2013 Plan 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 $ 12,000 on the date of exercise.

No options were exercised from the 2013 Plan during the three months ended June 30, 2024.

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.

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.

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.

As of June 30, 2024 and December 31, 2023, there were options for 2,175,000 and 50,000 shares, respectively, of Solitario common stock outstanding under the 2023 Plan of which there are options that are vested and exercisable to acquire 5 43,750 and 12,500 , shares, respectively, of Solitario common stock with exercise prices between $ 0.51 and $ 0.85 per share.

As of June 30, 2024, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 104,000 and a weighted average life of 4.9 years.

During the three and six months ended June 30, 2024, under the 2023 Plan Solitario granted options for 2,125,000 shares of Solitario common stock, with an exercise price of $ 0.85 per share, a five-year term, which vest 25% on the date of grant and 25% on each anniversary date for the next three years and a grant date fair value of $ 1,120,000 based upon a five-year life, volatility of 71.5 % and risk-free interest rate of 4.3 %.

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

Stock-based compensation expense

During the three and six months ended June 30, 2024, Solitario recorded stock-based compensation expense of $ 356,000 and $ 415,000 , respectively, included in general and administrative expense.

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

At June 30, 2024, the total unrecognized stock-based compensation expense related to non-vested options was $ 1,092,000 and is expected to be recognized over a period of 30 months.

Shareholders’ Equity

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

Shareholders’ Equity for the three and six months ended June 30, 2024:

(in thousands, except

5 unchanged sentences

Balance at March 31, 2024

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

Stock-based compensation expense

Issuance of shares for cash - ATM

Balance at June 30, 2024

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

(in thousands, except

4 unchanged sentences

Balance at March 31, 2023

Stock-based compensation expense

Issuance of shares - option exercises

Balance at June 30, 2023

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.

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

Subsequent Events

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.

During the three and six months ended June 30, 2024, Solitario sold an aggregate of 1,802,060 shares of common stock under the ATM Agreement at an average price of $ 0.70 per share for net proceeds of $ 1,218,000 , after commissions and sale expenses.

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

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