25 unchanged sentences
Shares authorized for issuance under equity compensation plans.
−Removed: On June 20, 2023, Solitario’s shareholders approved the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”).
+Added: On June 18, 2013, Solitario’s shareholders approved the 2013 Plan, which expired in April 2023.
+Added: On June 29, 2017, Solitario’s shareholders approved an amendment to the 2013 Plan which increased the number of shares of common stock available for issuance under the 2013 Plan from 1,750,000 to 5,750,000.
+Added: Under the terms of the 2013 Plan, the Board of Directors or a committee appointed by the Board of Directors was permitted to grant awards to directors, officers, employees and consultants in the form of stock options, stock appreciation rights, restricted stock, and restricted stock units.
+Added: Awards granted prior to the 2013 Plan’s expiration were made pursuant to and continue to be subject to the terms and conditions of the 2013 Plan.
+Added: The 2013 Plan expired in April 2023, and no additional awards may be granted under the 2013 Plan.
+Added: However, awards made prior to the 2013 Plan’s expiration will remain outstanding in accordance with their terms.
+Added: On June 20, 2023, Solitario’s shareholders approved 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.
2 unchanged sentences
The 2023 Plan has a term of 10 years.
−Removed: On November 16, 2023, the Board of Directors granted options to acquire 50,000 shares of Solitario common stock under the 2023 Plan.
+Added: On June 7, 2024, the Board of Directors granted options to acquire 2,125,000 shares of Solitario common stock under the 2023 Plan.
The options have an exercise price of $0.85 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 $1,120,000 based upon a Black-Scholes model, with a 72% volatility and a 4.3% risk-free interest rate.
−Removed: On June 18, 2013, Solitario’s shareholders approved the 2013 Solitario Exploration & Royalty Corp.
−Removed: Omnibus Stock and Incentive Plan (the “2013 Plan”).
−Removed: On June 29, 2017, Solitario shareholders approved an amendment to the 2013 Plan which increased the number of shares of common stock available for issuance under the 2013 Plan from 1,750,000 to 5,750,000.
−Removed: Under the terms of the 2013 Plan, the Board of Directors may grant awards to directors, officers, employees and consultants.
−Removed: Such awards may take the form of stock options, stock appreciation rights, restricted stock, and restricted stock units.
−Removed: 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.
−Removed: 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.
−Removed: On September 8, 2022, the Board of Directors granted options to acquire 2,360,000 shares of Solitario common stock under the 2013 Plan.
+Added: 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.
5 unchanged sentences
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
−Removed: Equity compensation plans approved by
−Removed: security holders
−Removed: Equity compensation plans not approved
−Removed: by security holders
+Added: Equity compensation plans approved by security holders
+Added: Equity compensation plans not approved by security holders
Total 2023 Plan
−Removed: Equity compensation plans approved by
−Removed: security holders
−Removed: Equity compensation plans not approved
−Removed: by security holders
+Added: Equity compensation plans approved by security holders
+Added: Equity compensation plans not approved by security holders
Total 2013 Plan
9 unchanged sentences
Report of Independent Registered Public Accounting Firm (Assure CPA, Spokane, Washington, LLC PCAOB ID 444)
−Removed: Report of Independent Registered Public Accounting Firm (Plante Moran, PLLC, Denver, Colorado, PCAOB ID 166)
Consolidated Balance Sheets as of December 31, 2024 and 2023
21 unchanged sentences
/s/ John Labate
+Added: A majority of
/s/ Brian Labadie
−Removed: A majority of the
March 11, 2025
Brian Labadie
−Removed: Board of Directors
/s/ James Hesketh
4 unchanged sentences
/s/ Joshua D.
−Removed: Maronick, Attorney-in-fact
+Added: Attorney-in-fact
INDEX TO EXHIBITS
14 unchanged sentences
Maronick, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.2 to Solitario's Form 8-K filed on March 14, 2007)
−Removed: Change in Control Severance Benefits Agreement between Solitario Resources Corporation and Walter W.
−Removed: Hunt, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.3 to Solitario's Form 8-K filed on March 14, 2007)
Framework Agreement for the Exploration and Development of Potential Mining Properties, related to Solitario's 100% owned Florida Canyon project in Peru between Minera Florida Canyon S.A., Minera Solitario Peru S.A.C., Solitario Resources Corporation, and Votorantim Metais – Cajamarquilla S.A., dated March 24, 2007 (incorporated by reference to Exhibit 10.2 to Solitario's Form 8-K filed on October 4, 2007)
2 unchanged sentences
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)
−Removed: Form of Award Agreement for the 2023 Solitario Stock and Incentive Plan
+Added: Form of Award Agreement for the 2023 Solitario Stock and Incentive Plan (incorporated by reference to Exhibit 10-7 to Solitario’s Form 10-K filed on March 22, 2024)
At The Market Offering Agreement between Solitario Resources Corp.
9 unchanged sentences
dated July 31, 2023 (incorporated by reference to Exhibit 10.2 to Solitario’s Form 8-K filed on August 2, 2023)
−Removed: Mining Lease Between Golden Crest II, LLC and Solitario Resources Corp., dated May 27, 2021
+Added: Mining Lease Between Golden Crest II, LLC and Solitario Resources Corp., dated May 27, 2021 (incorporated by reference to Exhibit 10.12 to Solitario’s Form 10-K filed on March 22, 2024)
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)
Solitario Resources Corp.
−Removed: Confidentiality and Insider Trading Policy
+Added: Confidentiality and Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Solitario’s Form 10-K filed on March 22, 2024)
Subsidiaries of Solitario Resources Corp.
−Removed: Consent of Plante & Moran, PLLC
Consent of Assure CPA, LLC
6 unchanged sentences
Solitario Resources Corp.
−Removed: Compensation Recoupment Policy, effective October 2, 2023
+Added: Compensation Recoupment Policy, effective October 2, 2023 (incorporated by reference to Exhibit 97 to Solitario’s Form 10-K filed on March 22, 2024)
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 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.