What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-02 · 144 added, 68 removed, 219 unchanged (49% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(in thousands of U.S.

Current assets:

18 unchanged sentences

Shareholders’ equity:

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)

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at June 30, 2025 and December 31, 2024)

Common stock, $ 0.01 par value, authorized 200,000,000 shares ( 89,956,840 and 81,638,418 shares, respectively, issued and outstanding at June 30, 2025 and December 31, 2024)

Additional paid-in capital

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(in thousands of U.S.

dollars, except per share amounts)

Three months ended

Operating expenses:

Six months ended

Operating expense:

Exploration expense

General and administrative

Total operating expenses

Total operating expense

Other income (loss)

Interest and dividend income

Unrealized loss on derivative instruments

Unrealized gain on marketable equity securities

Total other income

Net loss per common share:

Loss on derivative instruments

Realized and unrealized gain on sale of marketable equity

Total other income (loss)

Loss per common share:

Basic and diluted

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Three months ended

(in thousands of U.S.

Six months ended

Operating activities:

1 unchanged sentence

Amortization of right of use lease asset

Unrealized gain on marketable equity securities

Unrealized loss on derivative instruments

Stock-based compensation expense

Realized and unrealized gain on sale of marketable equity securities

Loss on derivative instruments

Changes in operating assets and liabilities:

3 unchanged sentences

Investing activities:

Sale of short-term investments, net

Net cash provided by investing activities

(Purchase) sale of short-term investments, net

Purchase of mineral property

Purchase of other assets

Cash from sale of marketable equity securities

Cash paid for settlement of derivative instruments

Sale of derivative instruments

Net cash (used) 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 and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

See Notes to Unaudited Condensed Consolidated Financial Statements

23 unchanged sentences

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, 2025 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, 2025 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 of the interim results as presented.

10 unchanged sentences

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.

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

The FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures 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 are effective for public business entities for fiscal years beginning after December 15, 2025 and may be applied prospectively for interim reporting periods.

Solitario has adopted as of the first quarter of 2025 ASU No.

2023-09, which had no impact on its consolidated financial position or results of operations and statement disclosures.

Recently issued accounting pronouncements

The FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”)in November 2024, which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

Under ASU 2024-03, entities will be required to disaggregate information, in tabular format, about specific natural expense categories underlying certain income statement expense line items that are considered ‘relevant’, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

Additionally, ASU 2024-03 requires the disclosure of selling expenses, along with how an entity defines such expenses.

For public entities, the provisions within ASU 2024-03 (as further clarified through ASU No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ) are effective for the first annual reporting period beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The provisions within ASU 2024-03 are required to be applied prospectively;

however, they may be applied retrospectively for all comparative periods following the effective date.

Solitario is currently assessing the impact the adoption of ASU 2024-03 will have on its consolidated financial position or results of operations and statement disclosures.

Risks and uncertainties

9 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, 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.

As of June 30, 2025, $ 149,000 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.

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

At June 30, 2025 Solitario’s money market funds of $ 8,823,000 are included in short-term investments.

Segment reporting

4 unchanged sentences

Earnings per share

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.

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, 2025 and 2024.

Potentially dilutive shares related to outstanding common stock options of 4,570,000 and 4,320,000 , respectively, for the three and six months ended June 30, 2025, and outstanding common stock options of 5,903,500 and 3,778,500 , respectively, for the three and six months ended June 30, 2024 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

Mineral Properties

2 unchanged sentences

Lik Project (Alaska – US)

$ 15,611 $ 15,611

Golden Crest Project (South Dakota – US)

1 unchanged sentence

Total exploration mineral properties

Solitario's mineral properties at March 31, 2025 and December 31, 2024 consist of use rights related to its exploration properties.

$ 16,701 $ 16,701

Solitario’s mineral properties at June 30, 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.

5 unchanged sentences

Three months ended

Six months ended

Geologic and field expenses

7 unchanged sentences

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.

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.

As of June 30, 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.

Solitario is also involved in certain matters concerning its 2025 and 2024 drilling programs remediation at its Golden Crest Project.

Generally, the bulk of remediation at the Golden Crest Project associated with its 2025 and 2024 drilling programs are carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites remaining as of June 30, 2025 related to the 2024 drilling program.

As the 2025 drilling program was initiated in June 2025, there have not been any material on-going (non-concurrent) reclamation liabilities related to the 2025 drilling program as of June 30, 2025.

At June 30, 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 March 31, 2025 and December 31, 2024, Solitario owned the following marketable equity securities:

March 31, 2025

At June 30, 2025 and December 31, 2024, Solitario owned the following marketable equity securities:

June 30, 2025

December 31, 2024

Kinross Gold Corp.

- $ - 100,000 $ 927

Vendetta Mining Corp.

7,750,000 85 7,750,000 81

Vox Royalty Corp.

100,000 316 134,055 314

$ 401 $ 1,322

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

3 unchanged sentences

Marketable equity securities at fair value

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.

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

Gross proceeds from the sale of marketable equity securities sold

Net 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 on marketable equity securities *

* Certain amounts in the three months ended June 30, 2025 may not add due to rounding.

During the three and six months ended June 30, 2025, Solitario sold its holdings of 100,000 shares of Kinross common stock for gross proceeds of $ 1,401,000 , which was netted by the settlement of $ 403,000 to close out its $ 10 .00 Kinross covered call covering all 100,000 shares of Kinross previously held by Solitario, which had a May 16, 2025 settlement date, resulting in net proceeds of $ 998,000 , after fees and commissions.

Solitario recorded a gain on sale of $ 1,319,000 on the date of sale.

See also Note 7 “Derivative Instruments” below.

Also, during the three and six months ended June 30, 2025, Solitario sold 34,055 of its Vox Royalty shares for proceeds of $ 106,000 and recorded a gain on sale of $ 32,000 on the date of sale.

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.

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 WR Lease is classified as an operating lease and has a remaining term of 8 months at June 30, 2025, with no renewal option.

At June 30, 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 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.

During the three and six months ended June 30, 2025, 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, 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, 2025, 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.

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.

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, 2025:

The maturities of Solitario’s lease liability for its WR Lease are as follows at June 30, 2025:

Future lease payments (in thousands)

Remaining payments 2025

Remaining payments 2026

Total lease payments

9 unchanged sentences

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.

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, 2025:

During the three and six months ended June 30, 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 calls

4 unchanged sentences

Derivative Instruments

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

From time-to-time Solitario 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.

The business purpose of selling covered calls was to provide additional income on a limited portion of shares of Kinross that Solitario may have elected to 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.

In May 2025, During the three and six months ended June 30, 2025, Solitario recorded a loss on derivative instruments of $ 130,000 and $ 336,000 , respectively.

Solitario settled the covered calls against its holdings of Kinross upon the sale of all of its shares of Kinross for gross proceeds of $ 1,401,000 which was netted against the settlement of the Kinross calls of $ 403,000 for net cash proceeds of $ 998,000 after fees and commissions.

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 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.

At both June 30, 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 months ended March 31, 2025 and 2024, Solitario recorded no deferred tax expense.

During the three and six months ended June 30, 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.

At June 30, 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.

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, 2025 of $ 30,000 through February 2026.

Employee Stock Compensation Plans

4 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, there were options outstanding under the 2013 Plan to acquire 2,145,000 and 3,173,500 shares, respectively, of Solitario common stock.

Of these, as of June 30, 2025 and December 31, 2024, there were a total of vested options exercisable to acquire 1,643,750 and 2,672,250 shares, respectively, of Solitario common stock, with exercise prices between $ 0.20 and $ 0.67 per share.

As of June 30, 2025, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 100,000 and a weighted average life of 2.10 years.

During the three months ended June 30, 2025, options granted under the 2013 Plan for 250,000 shares were exercised with an exercise price of $ 0.20 per share for proceeds of $ 50,000 and had an intrinsic value of $ 104,000 on the date of exercise.

During the six months ended June 30, 2025, options granted under the 2013 Plan for 1,028,500 shares were exercised with an exercise price of $ 0.20 per share for proceeds of $ 206,000 and had an intrinsic value of $ 437,000 on the date of exercise.

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 and 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.

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 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.

As of June 30, 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 June 30, 2025 and December 31, 2024, there were options that are vested and exercisable to acquire 1,087,500 and 556,250 , shares, respectively, of Solitario common stock, with exercise prices between $ 0.51 and $ 0.85 per share.

As of June 30, 2025, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 7,000 and a weighted average life of 3.92 years.

During the three and six months ended June 30, 2025 Solitario did not grant any awards under the 2023 Plan.

During the three and six months ended June 30, 2024, 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, 2025 and 2024, no options were exercised under the 2023 Plan.

Stock-based compensation expense

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.

During the three and six months ended June 30, 2025, Solitario recorded stock-based compensation expense of $ 125,000 and $ 251,000 , respectively, included in general and administrative 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.

At June 30, 2025, the total unrecognized stock-based compensation expense related to non-vested options was $ 589,000 and is expected to be recognized over a period of 21 months.

Shareholders’ Equity

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

Shareholders’ Equity for the three and six months ended June 30, 2025:

(in thousands, except

5 unchanged sentences

Balance at March 31, 2025

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

Stock-based compensation expense

Issuance of shares- option exercises

Issuance of shares – ATM

Issuance of shares – Private Placement

Balance at June 30, 2025

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

(in thousands, except

5 unchanged sentences

Balance at March 31, 2024

Stock-based compensation expense

Issuance of shares for cash - ATM

Balance at June 30, 2024

Private Placements

On June 18, 2025, Solitario closed on a private placement of 1,587,300 shares of Solitario common stock (the “Newmont Shares”), pursuant to a Stock Purchase Agreement (the “SPA”) with Newmont Overseas Exploration Ltd.

(“Newmont”), for a price of $ 0.63 per share for net proceeds of $ 980,000 after certain legal and regulatory offering costs of $ 20,000 .

In connection with the sale of the Newmont Shares, Solitario and Newmont amended and restated the Investor Rights Agreement between the parties that was entered into in 2023, to reflect Newmont’s purchase of these additional Solitario shares.

The amended and restated Investor Rights Agreement served to amend certain terms of the Investor Rights Agreement, including to provide Newmont a right of first refusal with respect to certain transactions, such as a sale or joint venture, involving the Golden Crest Properties (whereas the agreement previously granted Newmont a right of first offer with respect to those prospective transactions).

On June 18, 2025, Solitario closed on a private placement of 5,555,555 shares of its common stock (the “Shares”) at a price of $ 0.63 per share for net proceeds of $ 3,431,000 after certain legal and regulatory offering costs of $ 69,000 .

The sale of the Shares was made through a subscription agreement between Solitario and a single third-party investor.

No officers, directors or other affiliates of Solitario participated in the private placement.

The investor in the private placement was provided certain registration rights with respect to the Shares they purchased.

Solitario did not engage an underwriter or placement agent for the private placement, and therefore there were no underwriter discounts or commissions or placement agent fees.

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, 2025 and 2024.

During the three and six months ended June 30, 2025, Solitario sold an aggregate of 147,067 shares of common stock under the ATM Agreement at an average price of $ 0.67 per share for net proceeds of $ 94,000 , after commissions and sale 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.

Subsequent Events

Subsequent to June 30, 2025, Solitario sold an aggregate of 236,230 shares of common stock under the ATM Agreement at an average price of $ 0.72 per share for net proceeds of $ 164,000 , after commissions and sale 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