What changed in this filing

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Item 1. Business

2026-03-05 compared with 2025-03-12 · 33 added, 21 removed, 126 unchanged (30% of the section changed)

1 unchanged sentence

Solitario Resources Corp.

(“Solitario” or the “Company”) is an exploration stage company as defined by rules issued by the SEC.

(“we,” “us,” “our,” “Solitario,” or the “Company”) is smaller reporting company as defined by rules issued by the SEC.

Solitario was incorporated in the State of Colorado on November 15, 1984.

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Solitario’s primary focus is on the acquisition and exploration of precious metal, zinc and other base metal exploration mineral properties.

In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario also from time to time evaluates potential strategic transactions as a means to acquire an interest in new precious and base metal properties and assets with exploration potential or other potential corporate transactions 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 as a means to acquire an interest in new precious and base metal properties and assets with exploration potential or other potential corporate transactions that Solitario determines to be favorable to Solitario.

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

Revenues and / or proceeds from the sale or joint venture of properties or assets, although often significant when they occur, have not been a consistent annual source of cash and would only occur in the future, if at all, on an infrequent basis.

Solitario currently considers its Golden Crest project in South Dakota, its carried interest in the Florida Canyon project in Peru, and its interest in the Lik project in Alaska to be its core mineral property assets.

Solitario currently considers its carried interest in the Florida Canyon zinc project in Peru (the “Florida Canyon project”), its interest in the Lik zinc project in Alaska (the “Lik project”), and its Golden Crest project in South Dakota (the “Golden Crest project”) to be its core mineral property assets.

Nexa Resources, Ltd.

(“Nexa”), Solitario’s joint venture partner at Florida Canyon, is continuing the furtherance of the Florida Canyon project and Solitario is monitoring the progress at Florida Canyon.

Solitario is working with its 50% joint venture partner, Teck American Inc., a wholly owned subsidiary of Teck Resources Limited (both companies are referred to in this Annual Report as “Teck”), at its Lik project.

During 2024, Solitario began work on a new early-stage 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.

As of December 31, 2024, Solitario anticipates using its cash and short-term investments, in part, to further fund the exploration of its Golden Crest, Florida Canyon, Lik and Cat Creek projects and to potentially evaluate and acquire additional mineral property assets.

(“Nexa”), Solitario’s joint venture partner, is continuing the exploration and furtherance of the Florida Canyon project and Solitario is monitoring progress at the Florida Canyon project.

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.

In addition, Solitario holds and interest in the Chambara project in Peru and also has two early-stage projects, the Cat Creek project in Colorado (the “Cat Creek project”) and the Bright Angel project in Colorado (the “Bright Angel project”) acquired by Solitario in the third quarter of 2025.

Solitario is conducting mineral exploration on its Golden Crest project, the Cat Creek project and the Bright Angel project on its own.

As of December 31, 2025, Solitario anticipates using its cash and short-term investments, in part, to further fund the exploration of its Golden Crest, Florida Canyon, Lik, Cat Creek and Bright Angel projects, and to potentially evaluate and 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 on potentially attractive terms.

Human Capital Management

As of December 31, 2024, Solitario had four full-time employees and three part-time seasonal employees.

As of December 31, 2025, Solitario had three full-time employees and three part-time seasonal employees.

In addition, we use consultants and contractors with specific skills to assist with exploration activities, administration, due diligence, environmental and regulatory compliance, corporate governance, and asset and operations management.

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Officers and employees are required to review Solitario’s Code of Business Conduct and Ethics and acknowledge their understanding of the content and intent to comply on a periodic basis.

Solitario values the diversity and talents of its employees working together to achieve corporate goals and personal and professional goals and objectives.

Solitario values the backgrounds and talents of its employees working together to achieve corporate goals and personal and professional goals and objectives.

We seek to cultivate a culture that is sensitive to the importance of diversity and inclusion in the workplace and are committed to continuous improvement in these areas.

19 unchanged sentences

Cat Creek project [Colorado] (100%)

Bright Angel project [Colorado](100%)

Zazu Metals Corporation.

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Terms of the GC Agreement include required scheduled payments by Solitario to the underlying owner of $65,000 (paid upon signing) and an obligation to pay the underlying owner $60,000 at the first anniversary date which was paid in June 2022.

Solitario recorded an initial acquisition cost of $125,000 during 2021 related to these required payments.

In addition, to continue the lease, Solitario has agreed to pay, at its option, the underlying owner escalating annual payments that over five years total $340,000, and annual payments of $150,000 thereafter, which will be expensed as paid.

To continue the lease, Solitario has agreed to pay, at its option, the underlying owner escalating annual payments that over five years total $340,000, and annual payments of $150,000 thereafter.

During 2024, Solitario paid the underlying owner a bonus payment of $25,000, per the terms of the lease, because an initial drill hole contained a minimum of at least 10 meters of two (2) grams per tonne of gold.

Solitario has agreed to pay the underlying owner an additional success fee of $1.00 per ounce of gold in the event Solitario files a 43-101 qualified resource of up to 1.5 million ounces of gold or a maximum of $1,500,000.

In order to maintain the lease in good standing, Solitario has agreed to escalating work commitments, on the GC Claims and a related area of interest around the GC Claims totaling $3,000,000 during the first five years of the lease, with the first second and third-year minimum expenditures totaling $1,200,000 for the period ending December 2024.

Solitario has exceeded the minimum exploration expenditures required through 2025.

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Solitario will have the option, but not the obligation, to reduce the Net Smelter Return royalty to 1.0% by paying the owner $1,000,000.

In addition, Solitario staked additional mineral claims, including some claims included in the area of interest of the GC Claims and claims not related to the GC Claims, as part of the Golden Crest project.

As of December 31, 2025, Solitario has incurred costs for staking, filing fees, legal and other costs totaling $1,078,000 capitalized as initial acquisition costs related to claims on the Golden Crest project.

At December 31, 2024, Solitario also holds an 85% interest in the Chambara exploration project in Peru.

Nexa holds the remaining 15% interest.

At December 31, 2025, Solitario also holds an 85% interest in the Chambara project in Peru encompassing 12 concessions totaling 9,880 hectares.

Nexa holds the remaining 15% interest in the Chambara project.

During 2023 Solitario entered into a lease agreement with Cat Creek LLC, the underlying owner of certain mineral claims in Colorado covering the Cat Creek project (the “Cat Creek Agreement”).

2 unchanged sentences

In addition, to maintain the lease, Solitario has agreed to escalating work commitments on the Cat Creek claims and the related area of interest around the Cat Creek claims totaling $2,270,000 through December 31, 2029, with additional work commitments totaling $750,000 per year until December 2033.

Solitario has exceeded the minimum exploration expenditure required through 2024.

Solitario has exceeded the minimum exploration expenditure required through December 31, 2025.

The underlying owner retained a 2.0% Net Smelter Return royalty.

Solitario will have the option, but not the obligation, to reduce the Net Smelter Return royalty to 1.0% by paying the owner $1,000,000.

In August 2025 Solitario entered into a lease agreement with Tenmile Resources, LLC, the underlying owner of certain mineral claims in Colorado covering the Bright Angel project (the “Bright Angel Agreement”).

During 2025 Solitario capitalized its initial payments of $5,000 related to the Bright Angel project and subsequently capitalized initial claim and staking payments of $26,000 related to the Bright Angel project.

Per the terms of the Bright Angel Agreement, to maintain the lease, Solitario has agreed to pay, at its option, additional annual payments totaling $325,000 through August 2034, with annual payments of $100,000 per year after 2034.

In addition, to maintain the lease, Solitario has agreed to escalating work commitments on the Bright Angel claims and the related area of interest around the Bright Angel claims totaling $2,250,000 through December 31, 2034, with additional work commitments totaling $500,000 per year after 2034.

Solitario has exceeded the minimum exploration expenditure required through December 31, 2025.

The underlying owner retained a 2.0% Net Smelter Return royalty.

Solitario will have the option, but not the obligation, to reduce the Net Smelter Return royalty to 1.0% by paying the owner $1,000,000.

We conduct exploration and property evaluation activities in Peru and in the United States either on our own using contract geologists, or through joint ventures operated by our partners.

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Accordingly, while we conduct exploration activities on our projects, we need to maintain and replenish our capital resources.

Historically, we have met our need for capital through (i) the sale of our investments in, and interest on, money market accounts and our short-term treasury notes and bank certificates of deposit (“CDs”);

Historically, we have met our need for capital through (i) the sale of our investments in, and interest on, money market accounts and short-term treasury notes and bank certificates of deposit (“CDs”);

(ii) issuances of common stock;

2 unchanged sentences

(“Vox Royalty”) and Kinross Gold Corporation (“Kinross”);

(iv) sales of covered call options on common stock of Kinross we hold;

(iv) sales of covered call options on common stock of Kinross we previously held;

and (v) sale of mineral property interests and assets.

3 unchanged sentences

We currently conduct, whether directly or through our joint venture partners, exploration activities in Peru, Alaska, Colorado and South Dakota and evaluate properties for potential acquisition and evaluation of strategic corporate opportunities throughout North and South America.

As of March 10, 2025, we had four full-time employees located in the United States and no full-time employees outside of the United States.

As of March 4, 2026, we had three full-time employees located in the United States and no full-time employees outside of the United States.

We utilize contract managers, geologists, administrators and part-time laborers to execute our Latin American and North American project work and acquisition evaluations.

The acquisition of gold and other mineral properties is subject to intense competition.

Identifying and evaluating potential mineral resource properties is a costly and time-consuming endeavor.

The Company expects to continue significant investment in exploration and potential growth activities in the future;

however, competition for acquiring mineral prospects will continue to be intense.

A large number of companies are engaged in the acquisition, exploration and development of mineral properties, many of which have substantially greater technical and financial resources than we have and, accordingly, we may be at a disadvantage in being able to compete effectively for the acquisition, exploration and development of mineral properties.

22 unchanged sentences

Paper copies of our Annual Report to Shareholders, our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports are available free of charge by writing to Solitario at its address on the front of this Annual Report on Form 10-K.

In addition, electronic versions of the reports we file with the SEC are available on our website, www.solitarioxr.com , as soon as practicable, after filing with the SEC.

The Company maintains a website at www.solitarioxr.com .

Information on our website is not incorporated into this Annual Report on Form 10-K and is not a part of this report.

Electronic versions of the reports we file with the SEC are available on our website, www.solitarioxr.com , as soon as practicable, after filing with the SEC.

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-K

Item 1. Business