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Item 1. Financial Statements

2025-05-02 compared with 2024-11-05 · 116 added, 194 removed, 171 unchanged (64% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S.

September 30,

except share amounts)

(in thousands)

Current assets:

5 unchanged sentences

Mineral properties

Restricted cash – Golden Crest reclamation

Restricted cash – mineral property reclamation bonds

Liabilities and Shareholders’ Equity

1 unchanged sentence

Accounts payable

Kinross call option

Kinross call option liability

Operating lease liability

1 unchanged sentence

Long-term liabilities:

Operating lease liability – long-term

Asset retirement obligation and reclamation liabilities

Operating lease liability – long-term

Total long-term liabilities

1 unchanged sentence

Shareholders’ equity:

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

Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 81,638,418 and 79,586,358 shares, respectively, issued and outstanding at September 30, 2024 and December 31, 2023)

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at March 31, 2025 and December 31, 2024)

Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 82,416,918 and 81,638,418 shares, respectively, issued and outstanding at March 31, 2025 and December 31, 2024)

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

September 30,

Nine months ended

September 30,

Operating expense:

Operating expenses:

Exploration expense

General and administrative

Total operating expense

Total operating expenses

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 (loss) on marketable equity securities

Total other income (loss)

Loss per common share:

Unrealized loss on derivative instruments

Unrealized gain on marketable equity securities

Total other income

Net loss per common share:

Basic and diluted

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S.

Nine months ended

September 30,

(in thousands)

Three months ended

Operating activities:

1 unchanged sentence

Amortization of right of use lease asset

Unrealized (gain) loss on marketable equity securities

Unrealized (gain) loss on short-term investments

Unrealized gain on marketable equity securities

Unrealized loss on derivative instruments

Stock-based compensation expense

(Gain) on sale of marketable equity securities

Loss (gain) on derivative instruments

Increase in asset retirement and reclamation liabilities

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 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

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO RESOURCES CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 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.

1 unchanged sentence

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 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.

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 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.

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.

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.

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

In addition, Solitario has an early-stage project, the Cat Creek project in Colorado (the “Cat Creek Project”).

Solitario is conducting mineral exploration on its Golden Crest Project and the Cat Creek Project on its own.

1 unchanged sentence

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 and nine months ended September 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.

The accompanying interim condensed consolidated financial statements of Solitario for the three months ended March 31, 2025 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”).

Interim results are not necessarily indicative of results which may be achieved in the future or for the full year ending December 31, 2025.

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”).

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, 2024 filed with the SEC on March 12, 2025 (the “2024 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.

Adopted accounting pronouncements

Solitario has adopted Accounting Standards Update (“ASU”) 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement, issued by the financial Accounting Standards Board (“FASB”) in August 2023, 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.

2 unchanged sentences

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 yet determined the impact of ASU 2023-05 on its condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses.

The ASU applies to all public entities that are required to report segment information in accordance with ASC 280 and is effective starting in annual periods beginning after December 15, 2023.

The adoption is not expected to have a material impact on the Company's consolidated financial statements or disclosures.

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.

The adoption of ASU No.

2023-05 did not have a material impact on Solitario’s consolidated financial position or results of operations.

Solitario has adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, issued by the FASB in in December 2023 which amended income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid.

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

The adoption of ASU No.

2023-09 did not have a material impact on Solitario’s 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-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.

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, interest rate volatility, 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 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.

Certain of these risks and uncertainties are discussed under the heading “Risk Factors” in Item 1A of our 2024 Annual Report and generally identified under the heading “Forward-Looking Statements.”

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, 2024, $ 21,000 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 March 31, 2025, $ 35,000 of Solitario’s cash is held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation rules for the United States.

Money market funds

4 unchanged sentences

Redemption is permitted daily without written notice.

Solitario’s money market funds of $ 6,398,000 and $ 7,738,000 , respectively, at September 30, 2024 and December 31, 2023 are included in short-term investments.

Restricted Cash

Solitario’s 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 September 30, 2024.

There were no restricted cash amounts at December 31, 2023.

Cash, excluding restricted cash, at September 30, 2024 and December 31, 2023 was $ 86,000 and $ 200,000 , respectively.

Short-term investments

Solitario’s short-term investments at September 30, 2024 consists of its investment of $ 6,398,000 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.

At March 31, 2025 Solitario’s money market funds of $ 3,973,000 are included in short-term investments.

Segment reporting

Solitario operates as a single operating segment in accordance with FASB ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .All financial information is presented on a consolidated basis and reviewed by Solitario’s Chief Executive Officer as the Chief Operating Decision Maker (“CODM”).

The CODM uses consolidated net loss, as presented in the condensed consolidated statement of operations, to assess segment performance and allocate resources.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

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, 2024 and 2023.

Potentially dilutive shares related to outstanding common stock options of 5,348,500 and 3,828,500 , respectively, for the three and nine months ended September 30, 2024 and outstanding common stock options of 5,195,000 and 5,390,000 , respectively, for the three and nine months ended September 30, 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 outstanding common stock during the three months ended March 31, 2025 and 2024.

Potentially dilutive shares related to outstanding common stock options of 4,570,000 and 3,778,500 , respectively, for the three months ended March 31, 2025 and 2024 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 (Alaska – US)

Golden Crest (South Dakota – US)

Cat Creek (Colorado – US)

Lik Project (Alaska – US)

Golden Crest Project (South Dakota – US)

Cat Creek Project (Colorado – US)

Total exploration mineral properties

During the nine months ended September 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 nine months ended September 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 months ended September 30, 2024 nor the three and nine months ended September 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.

Solitario's mineral properties at March 31, 2025 and December 31, 2024 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

2 unchanged sentences

Three months ended

September 30,

Nine months ended

September 30,

Geologic and field expenses

2 unchanged sentences

Asset Retirement Obligation and Reclamation Liabilities

Solitario recorded an asset retirement obligation of $ 125,000 at September 30, 2024 for Solitario’s estimated reclamation cost of the existing disturbance at the Lik Project.

Solitario recorded an asset retirement obligation of $ 125,000 upon the acquisition of the Lik Project for Solitario’s estimated reclamation cost of the existing disturbance at the Lik Project.

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 Solitario and its joint venture partner Teck and is supported by a permitting bond required by the State of Alaska, for which Solitario has purchased a reclamation bond insurance policy in the event Solitario or 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 completion reclamation is not expected to occur until the end of the related project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time.

The estimate was based upon estimated cash costs for reclamation as determined by Solitario and its joint venture partner, Teck, and is supported by a permitting bond required by the State of Alaska, for which Solitario has retained a reclamation bond insurance policy in the event Solitario or 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 completion of reclamation is not expected to occur until the end of the related project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time.

Additionally, no depreciation will be recorded on the related asset for the asset retirement obligation until the Lik project goes into operation, which cannot be assured.

Solitario is also involved in certain matters concerning its current drilling program remediation at its Golden Crest Project.

Generally, the remediation at Golden Crest is carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites upon completion of drilling.

At September 30, 2024, Solitario recorded a reclamation liability of $ 20,000 , included in asset retirement and reclamation liabilities related to the Golden Crest Project.

As of March 31, 2025 and December 31, 2024, Solitario has no reclamation liability at its Florida Canyon Project as Nexa is responsible for the costs at the Florida Canyon Project, including reclamation, if any.

In addition, the activities to date at Solitario’s Cat Creek project of staking claims and mapping, soil and rock sampling, and assaying have not created any material environmental or other disturbances.

Solitario is also involved in certain matters concerning its 2024 drilling program remediation at its Golden Crest Project.

Generally, the bulk of remediation at Golden Crest Project associated with its 2024 drilling program was carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites remaining as of March 31, 2025.

At March 31, 2025 and December 31, 2024, Solitario has a reclamation liability of $ 20,000 , included in asset retirement and reclamation liabilities related to the Golden Crest project.

Marketable Equity Securities

2 unchanged sentences

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

At September 30, 2024 and December 31, 2023 Solitario owned the following marketable equity securities:

September 30, 2024

At March 31, 2025 and December 31, 2024, Solitario owned the following marketable equity securities:

March 31, 2025

December 31, 2024

2 unchanged sentences

Vox Royalty Corp.

Highlander Silver Corp.

The following tables summarize Solitario’s marketable equity securities and adjustments to fair value:

(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 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

September 30,

Nine months ended

September 30,

Unrealized gain (loss) on marketable equity securities

Realized (gain) on marketable equity securities sold

Net gain (loss) on marketable equity securities

During the nine months ended September 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.

Solitario did not sell any marketable equity securities during the three months ended September 30, 2024.

During the three and nine months ended September 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.

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 (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 17 months at September 30, 2024, with no renewal option.

At September 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.

During the three months ended March 31, 2025 and 2024, Solitario did not sell any marketable equity securities, and the increase in the fair value in its marketable equity securities of $ 385,000 and $ 8,000 , respectively during the three months ended March 31, 2025 and 2024 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 (the “WR Lease”).

The WR Lease is classified as an operating lease and has a remaining term of 11 months at March 31, 2025, with no renewal option.

At March 31, 2025 and December 31, 2024, 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, 2024, 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, 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, 2024, Solitario recognized $ 10,000 and $ 31,000 , 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, 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, 2025 and 2024, cash lease payments of $ 11,000 and $ 11,000 , respectively, were made on the WR Lease.

During the three months ended March 31, 2025 and 2024, Solitario recognized $ 10,000 and $ 9,000 , 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.

Upon the extension of the WR Lease during 2023, the discount rate within the WR Lease was not determinable and Solitario applied a discount rate of 7 % based upon Solitario’s estimate of its cost of capital to determine the asset and liability.

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

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, 2025:

Future lease payments (in thousands)

4 unchanged sentences

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

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 September 30, 2024, Solitario has recorded a liability related to covered calls outstanding on its holdings of Kinross of $ 82,000 .

During the nine months ended September 30, 2024 and 2023, Solitario sold covered calls against its holdings of Kinross for cash proceeds of $ 39,000 and $ 31,000 , respectively.

During the three and nine months ended September 30, 2024, Solitario recorded a loss on derivative instruments related to those covered calls of $ 22,000 and $ 43,000 , respectively.

During the three and nine months ended September 30, 2023, Solitario recorded a gain on derivative instruments related to those covered calls of $ 7,000 and $ 30,000 , respectively.

Solitario accounts for its financial instruments under ASC 820 Fair Value Measurement .

During the nine months ended September 30, 2024, 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, 2024:

Right of use office lease asset

Exploration bonds and other assets

Total other assets

Fair Value of Financial Instruments

During the three months ended March 31, 2025 and 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

Kinross calls

2 unchanged sentences

Marketable equity securities

Commitments and Contingencies

Solitario has recorded an asset retirement and reclamation liability obligation of $ 145,000 related to its Lik and Golden Crest projects.

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, 2024 of $ 63,000 through February 2026.

Kinross calls

Derivative Instruments

From time-to-time Solitario has sold covered call options against its holdings of shares of common stock of Kinross Gold Corp.

(“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.

In August 2024, Solitario sold covered calls against its holdings of Kinross for net proceeds of $ 39,000 .

Solitario has recorded a liability for its outstanding covered call of $ 273,000 and $ 67,000 , respectively, at March 31, 2025 and December 31, 2024.

Solitario recorded an unrealized loss on derivative instruments of $ 206,000 during the three months ended March 31, 2025 related to its Kinross calls.

At March 31, 2025 Solitario has outstanding covered calls against all of its holdings of Kinross common stock with an exercise price of $ 10.00 per share and an expiration date of May 16, 2025.

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

3 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, 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 March 31, 2025 and December 31, 2024, 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, 2024 and 2023, Solitario recorded no deferred tax expense.

During the three months ended March 31, 2025 and 2024, Solitario recorded no deferred tax expense.

Commitments and contingencies

At March 31, 2025 and December 31, 2024, Solitario has recorded an asset retirement and reclamation liability obligation of $ 145,000 , related to its Lik Project and Golden Crest Project.

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, 2025 of $ 41,000 through February 2026.

Employee Stock Compensation Plans

2 unchanged sentences

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.

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.

From the date of its expiration 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 September 30, 2024 and December 31, 2023, there were granted options outstanding under the 2013 Plan to acquire 3,173,500 and 3,778,500 shares, respectively, of Solitario common stock.

Of these, as of September 30, 2024 and December 31, 2023, there were options that are vested and exercisable to acquire 2,171,000 and 2,563,500 , respectively, shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.69 per share.

As of September 30, 2024, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 718,000 and a weighted average life of 2.09 years.

During the three and nine months ended September 30, 2024, options previously granted under the 2013 Plan for 200,000 and 250,000 shares were exercised with exercise prices between $ 0.20 per share and $ 0.28 per share, for proceeds of $ 40,000 and $ 54,000 , respectively, which had intrinsic values of $ 132,000 and $ 144,000 , respectively, on the dates of exercise.

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.

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.

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, 2025 and December 31, 2024, there were options outstanding under the 2013 Plan to acquire 2,395,000 and 3,273,500 shares of Solitario common stock.

Of these, as of March 31, 2025 and December 31, 2024, there were options that are vested and exercisable to acquire 1,893,750 and 2,672,250 shares, respectively, of Solitario common stock, with exercise prices at between $ 0.20 and $ 0.67 per share.

As of March 31, 2025, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 98,000 and a weighted average life of 2.11 years.

During the three months ended March 31, 2025 and 2024, options granted under the 2023 Plan for 778,500 and 50,000 shares, respectively, were exercised for proceeds of $ 156,000 and $ 14,000 , respectively.

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

2 unchanged sentences

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 from the date of its adoption.

As of September 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 543,750 and 12,500 , shares, respectively, of Solitario common stock with exercise prices between $ 0.51 and $ 0.85 per share.

As of September 30, 2024, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 10,000 and a weighted average life of 4.67 years.

During the nine months ended September 30, 2024, under the 2023 Plan Solitario granted options with a five-year life to purchase an aggregate of 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 have 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 months ended September 30, 2024 and during the three and nine months ended September 30, 2023, Solitario did not grant any options under the 2023 Plan.

The 2023 Plan has a term of 10 years.

As of March 31, 2025 and December 31, 2024, there were options outstanding under the 2023 Plan to acquire 2,175,000 and 2,175,000 shares, respectively, of Solitario common stock.

Of these, as of March 31, 2025 and December 31, 2024 there were options that are vested and exercisable to acquire 556,250 and 556,250 , shares, respectively, of Solitario common stock, with exercise prices between $ 0.51 and $ 0.85 per share.

As of March 31, 2-2025, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 4,000 and a weighted average life of 4.42 years.

During the three months ended March 31, 2025 and 2024, Solitario did not grant any awards under the 2023 Plan and no options were exercised under the 2023 Plan.

Stock-based compensation expense

During the three and nine months ended September 30, 2024, Solitario recorded stock-based compensation expense of $ 125,000 and $ 540,000 , respectively, included in general and administrative expense.

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

At September 30, 2024, the total unrecognized stock-based compensation expense related to non-vested options was $ 966,000 and is expected to be recognized over a period of 27 months.

During the three months ended March 31, 2025 and 2024, Solitario recorded stock-based compensation expense of $ 126,000 and $ 59,000 , respectively, included in general and administrative expense.

At March 31, 2025, the total unrecognized stock option compensation cost related to non-vested options was $ 715,000 and is expected to be recognized over a weighted average period of 23 months.

Shareholders’ Equity

Shareholders’ Equity for the nine months ended September 30, 2024:

Shareholders’ Equity for the three months ended March 31, 2025:

(in thousands, except

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Balance at March 31, 2025

Stock-based compensation expense

Issuance of shares for cash - ATM

Balance at June 30, 2024

Stock-based compensation expense

Issuance of shares- option exercises

Balance at September 30, 2024

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

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

(in thousands, except

3 unchanged sentences

Stock-based compensation expense

Balance at March 31, 2023

Stock-based compensation expense

Issuance of shares- option exercises

Balance at June 30, 2023

Stock-based compensation expense

Issuance of shares - option exercises

Private placement

Balance at September 30, 2023

Balance at March 31, 2024

At the Market Offering Agreement

2 unchanged sentences

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.

As a result, prices of the common stock sold under the ATM Program may vary 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 nine months ended September 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 months ended September 30, 2024, and during the three and nine months ended September 30, 2023, Solitario did not sell any shares under the ATM Program.

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 (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 related to Solitario’s Golden Crest mineral property assets.

Solitario did not sell any shares under the ATM Program during the three months ended March 31, 2025 and 2024.

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