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Item 7. Management’s Discussion and Analysis

2026-03-05 compared with 2025-03-12 · 109 added, 115 removed, 174 unchanged (56% of the section changed)

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Business Overview and Summary

We are an exploration stage company as defined by rules issued by the SEC.

We are a smaller reporting company as defined by rules issued by the SEC.

We were incorporated in the state of Colorado on November 15, 1984.

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At December 31, 2025, we consider our Golden Crest project in South Dakota, our carried interest in our Florida Canyon project in Peru, and our interest in the Lik project in Alaska to be our core mineral property assets.

We also have an interest in our Cat Creek project in Colorado, an early-stage exploration project.

We also have our Cat Creek and Bright Angel projects in Colorado, which are early-stage exploration projects.

We are conducting independent exploration activities in Peru and through joint ventures operated by our partners in Peru and the United States.

We conduct potential acquisition evaluations in other countries in both North and South America.

As of December 31, 2024, we have balances of cash and short-term investments that we anticipate using, in part, to fund planned 2025 exploration, to further the exploration of our Lik, Golden Crest and Cat Creek projects, conduct reconnaissance exploration and to potentially acquire additional mineral properties.

As of December 31, 2025, we have balances of cash and short-term investments that we anticipate using, in part, to fund planned 2026 exploration, to further the exploration of our Lik, Golden Crest, Cat Creek and Bright Angel projects, conduct reconnaissance exploration and to potentially acquire additional mineral properties.

The fluctuations in commodity prices of base and precious metals have contributed to a challenging environment for mineral exploration and development, which has created opportunities as well as challenges for the potential acquisition of advanced mineral exploration projects or other related assets at potentially attractive terms.

In analyzing our activities, the most significant aspect relates to the results of our exploration and potential development activities and those of our joint venture partners on a property-by-property basis.

When our exploration or potential development activities, including drilling, sampling and geologic testing, indicate a project may not be economically feasible or contain sufficient geologic or economic potential we may impair or completely write-off the property.

When our exploration or potential development activities, including drilling, sampling and geologic testing, indicate a project may not be economically feasible or contain sufficient geological or economic potential we may impair or completely write-off the property.

Another significant factor in the success or failure of our activities is the price of commodities.

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(ii) issuances of common stock;

(iii) sales of our shares of our held marketable equity securities;

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

(iii) sales of our held marketable equity securities;

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

(v) sale of mineral property interests and assets;

(vi) long-term debt secured by our mineral properties;

(vii) short-term borrowing;

and (viii) joint venture payments, including delay rental payments.

During 2024 we issued 1,802,060 shares pursuant to our ATM program, described below, for net proceeds of $1,218,000, after commissions and expenses.

and (vi) joint venture payments, including delay rental payments.

During 2025 we issued 1,007,423 shares of common stock pursuant to our ATM program, described below, for net proceeds of $730,000, after commissions and expenses.

During 2025 we issued a total of 7,142,855 shares of our common stock in private transactions for net proceeds of $4,411,000.

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We had a net loss of $3,833,000 or $0.04 per basic and diluted share for the year ended December 31, 2025 compared to a net loss of $5,368,000 or $0.07 per basic and diluted share for the year ended December 31, 2024.

As explained in more detail below, the primary reasons for the increase in net loss during 2024 compared to 2023 were (i) an increase in our exploration expense to $4,148,000 during 2024 compared to exploration expense of $2,378,000 during 2023;

(ii) an increase in general and administrative expense to $1,879,000 during 2024 compared to general and administrative expense of $1,712,000 during 2023;

(iii) a loss on derivative instruments of $29,000 during 2024 compared to a gain on derivative instruments of $31,000 during 2023;

and (iv) an unrealized gain on short-term investments of $56,000 during 2023 with no similar item in 2024.

Partially offsetting these factors that contributed to an increased loss during 2024 compared to 2023 were (i) an increase in interest income to $372,000 during 2024 compared to interest income of $191,000 during 2023;

(ii) a gain on sale of marketable equity securities of $54,000 during 2024, compared with no sales of marketable equity securities during 2023;

and (iii) an unrealized gain of $289,000 on marketable equity securities during 2024 compared to an unrealized gain on marketable equity securities of $83,000 during 2023.

As explained in more detail below, the primary reasons for the decrease in net loss during 2025 compared to 2024 were (i) a decrease in our exploration expense to $2,847,000 during 2025 compared to exploration expense of $4,148,000 during 2024;

(ii) a decrease in general and administrative expense to $1,566,000 during 2025 compared to general and administrative expense of $1,879,000 during 2024;

and (iii) a realized and unrealized gain on marketable equity securities of $680,000 during 2025 compared to a realized and unrealized gain on marketable equity securities of $343,000 during 2024.

Partially offsetting these factors that contributed to a decreased net loss during 2025 compared to 2024 were (i) a decrease in interest income to $256,000 during 2025 compared to interest income of $372,000 during 2024;

and (ii) an increase in the loss on derivative instruments to $336,000 during 2025 compared to a loss on derivative instruments of $29,000 during 2024.

Each of these items is discussed in greater detail below.

Our primary exploration activities during 2024 and 2023 were related to our Golden Crest project in South Dakota and our Lik project in Alaska.

Our primary exploration activities during 2025 and 2024 were related to our Golden Crest project in South Dakota.

We recorded exploration costs of $2,477,000 at Golden Crest during 2025 compared to $3,884,000 during 2024.

The Golden Crest expenditures during 2024 were primarily related to the drilling program where we completed 11 drill holes during 2024, with direct drilling costs of approximately $2,042,000.

During 2023 our Golden Crest expenditures consisted primarily of geologic evaluation of claims for staking, mapping and soil and rock sampling with related assay costs.

The Golden Crest expenditures during 2025 and 2024 were primarily related to the drilling programs where we completed seven drill holes during 2025 compared to 11 drill holes during 2024, with direct drilling costs of approximately $1,176,000 during 2025 compared to $2,042,000 during 2024.

In addition to these exploration costs, we capitalized $43,000 of mineral acquisition costs at Golden Crest for initial acquisition costs related to leasing, staking and filings on new claims acquired during 2024 compared to 2025 when we had no staking, leasing or other initial acquisition costs and, accordingly we did not capitalize any initial acquisition costs during 2025.

All future exploration and filing costs related to our Golden Crest claims will be expensed as incurred.

Solitario’s share of exploration expenses at our Lik project in Alaska was $142,000 during 2024 compared to exploration costs at our Lik project of $404,000 during 2023.

Teck completed a single drill hole during 2023, and there was no drilling at Lik during 2024 which accounted for the decrease in expenses during 2024 compared to 2023.

In addition, Teck performed on-going geologic evaluation of the Lik project during both 2024 and 2023, which included on-site geophysics, mapping and analysis of prior drilling and permitting, as well as on-going site environmental monitoring, evaluation and clean-up as part of a 50/50 exploration program managed by Teck.

In addition, Solitario’s share of exploration expenses at our Lik project in Alaska was $159,000 during 2025 compared to $142,000 during 2024.

There was no drilling at Lik during either 2025 or 2024.

Teck performed on-going geologic evaluation of the Lik project during both 2025 and 2024, which included on-site geophysics, mapping and analysis of prior drilling and permitting, as well as on-going site environmental monitoring, evaluation and clean-up as part of a 50/50 exploration program managed by Teck.

The geophysical surveys were successful in defining a low-amplitude gravity anomaly that requires further follow-up work.

We are planning additional geotechnical work for 2026 as well as further environmental monitoring and clean-up at the site.

We spent approximately $35,000 during 2024 at our Cat Creek project, a new early-stage exploration project, with no similar amount during 2023.

Given that the exploration program at our Florida Canyon project in Peru is fully funded by our joint venture partner, Nexa, we incurred relatively small exploration expenses at Florida Canyon of $14,000 during 2024 compared to $41,000 in 2023.

We spent approximately $54,000 during 2025 at our Cat Creek project during 2025 compared to $35,000 during 2024, primarily related to geophysical and permitting during both years.

We spent $37,000 at our newly acquired Bright Angel project in Colorado during 2025 related to on-site geologic activities and permitting, with no similar amount during 2024.

Although the exploration program at our Florida Canyon project in Peru is fully funded by our joint venture partner, Nexa, we incurred exploration expenses at Florida Canyon of $47,000 during 2025 compared to $14,000 during 2024.

The remaining exploration expenditures during 2025 and 2024 were reconnaissance work, including the evaluation of potential mineral properties for acquisition.

Our planned 2025 total exploration and development budget, excluding any new projects, in which we may acquire an interest, is approximately $3,910,000, which reflects planned work at the Golden Crest project, including $1,911,000 for drilling at the Golden Crest project, depending on permitting.

Our planned exploration activities in 2025 may be modified, as necessary for any drilling programs we may undertake at Golden Crest or projects we may acquire, changes related to any number of factors including, potential acquisition of new properties, joint venture funding, commodity prices and changes in the deployment of our capital.

Our planned 2026 total exploration and development budget, excluding any new projects, in which we may acquire an interest, is approximately $5,677,000, which reflects planned work, including $2,217,000 for drilling at the Golden Crest project, $526,000 for drilling at the Cat Creek project and $520,000 for drilling at the Bright Angel project.

All of the planned drilling during 2026 is dependent on receiving required permits and availability of third-party drilling contractors.

Our planned exploration activities in 2026 may be modified, as necessary for any drilling programs we may undertake, changes related to any number of factors including, potential acquisition of new properties, joint venture funding, commodity prices and changes in the deployment of our capital.

Exploration expense (in thousands) by property consisted of the following:

(in thousands of dollars)

Year ended December 31,

Property Name

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Excluding these costs, general and administrative costs were $983,000 during 2025 compared to $1,213,000 during 2024.

The major components of our general and administrative costs were (i) salary and benefits expense which decreased to $399,000 during 2024 compared to $795,000 during 2023, as a result of fewer personnel and a decrease in bonuses to $27,000 in 2024 compared to a bonus of $382,000 during 2023;

(ii) legal and accounting costs which decreased to $220,000 during 2024 compared to $253,000 during 2023 primarily due fees related to private placement financings during 2023 compared to 2024 with no corresponding transactions.;

(iii) travel and investor relation costs which increased to $450,000 during 2024 compared to $287,000 during 2023 as a result of having an investor relations consulting contract during 2024 as well as additional travel and investor conferences attended during 2024 compared to 2023;

and (iv) other costs related to office, insurance and miscellaneous costs which increased to $143,000 during 2024 compared to $130,000 during 2023 as a result of additional activity and general cost increases.

We anticipate general and administrative costs for 2025 to be approximately $1,010,000 which would be lower than the costs incurred during 2024;

however, this amount may vary significantly during 2025 depending on the outcome of our exploration activity at Golden Crest, Cat Creek and Lik projects and any strategic transactions we may attempt to execute upon.

The major components of our general and administrative costs were (i) salary and benefits expense which decreased to $350,000 during 2025 compared to $399,000 during 2024, as a result of fewer personnel;

(ii) legal and accounting costs which decreased to $184,000 during 2025 compared to $220,000 during 2024 primarily reduced fees for annual financial audits and quarterly reviews;

(iii) travel and investor relation costs which decreased to $321,000 during 2025 compared to $450,000 during 2024 compared as a result of having an investor relations consulting contract during 2024, which expired near the end of 2024;

and (iv) other costs related to office, insurance and miscellaneous costs which decreased to $128,000 during 2025 compared to $144,000 during 2024 as a result of reduced activity and general cost increases.

We anticipate general and administrative costs for 2026 to be approximately $974,000 which would be comparable to the costs incurred during 2025;

however, this amount may vary significantly during 2026 depending on the outcome of our exploration activity at Golden Crest, Cat Creek, Bright Angel and Lik projects and any strategic transactions we may attempt to execute upon.

We account for our employee stock options under the provisions of Accounting Standards Codification No.

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During the year ended December 31, 2025, we recorded $583,000 of non-cash stock-based compensation for the amortization of our outstanding options grant date fair value with a credit to additional paid-in-capital compared to $666,000 of non-cash stock option compensation expense during 2024.

The amount was higher during 2024 primarily due to the grant of 2,125,000 options with a total grant date fair value of $1,120,000, of which Solitario recognized 25% on the grant date of $280,000 compared to 50,000 options granted during 2023, with a grant date fair value of $16,000.

The amount was lower during 2025 primarily due to the grant of 1,600,000 options during 2025 with a total grant date fair value of $557,000, of which Solitario recognized 25% on the grant date of $139,000 compared to 2,125,000 options granted during 2024, with a grant date fair value of $1,120,000, of which Solitario recognized 25% on the date of grant of $280,000.

The remaining compensation expense was related to the straight-line amortization of our outstanding options in 2025 and 2024.

See Note 10, “Employee Stock Compensation Plans,” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data to this Annual Report on Form 10-K” for an analysis of the changes in the fair value of our outstanding stock options and the components that are used to determine the fair value.

We recorded an unrealized gain on marketable equity securities of $289,000 during 2024 compared to an unrealized gain on marketable equity securities of $83,000 during 2023.

The net gain on marketable equity securities during 2024 was primarily related to a $322,000 unrealized gain related to an increase in the value of our holdings of Kinross common stock and an increase of $38,000 in the value of our holdings of Vox Royalty common stock, which was partially offset by an unrealized loss related to the decrease of $37,000 in the value of our holdings of Vendetta stock and a decrease in the value of our holdings of Highlander Silver common stock of $1,000 during 2024, prior to its sale during 2024.

The loss during 2023 was primarily related to an unrealized gain on marketable equity securities of $196,000 due to an increase in the value of our holdings of shares of Kinross common stock and an unrealized gain on marketable equity securities of $33,000 on our holdings of Highlander Silver common stock, partially offset by an unrealized loss on marketable equity securities of $111,000 in the value of our holdings of Vendetta common stock and an unrealized loss on marketable equity securities of $35,000 in the value of our holdings of Vox Royalty common stock.

Changes in the unrealized value of our holdings of marketable equity securities are related to the changes in the fair values of those holdings which are dependent on the market prices of the individual securities.

During 2024 we sold 100,000 shares of Highlander Silver common stock for proceeds of $54,000 and recorded a realized gain on the sale of $54,000.

We had no sales of marketable equity securities during 2023.

See Note 3, “Marketable Equity Securities” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional discussion of our marketable equity securities.

We recorded a realized and unrealized gain on marketable equity securities of $680,000 during 2025 compared to a realized and unrealized gain on marketable equity securities of $343,000 during 2024.

These amounts represent a realized gain on the sale of an aggregate of $1,445,000 during 2025, which was comprised of (i) a realized gain on the sale of our Kinross common stock of $1,319,000;

and (ii) a realized gain of $126,000 on the sale of our Vox Royalty common stock.

This realized gain during 2025 compared to a realized gain of $54,000 during 2024 from the sale of our Highlander Silver common stock.

In addition, we recorded an unrealized loss on marketable equity securities of $765,000 during 2025 compared to an unrealized gain on marketable equity securities of $289,000 during 2024.

The non-cash unrealized loss during 2025 was primarily related to (i) the transfer of $915,000 as an unrealized loss of prior unrealized gain on our holdings of Kinross common stock to realized gain upon the sale of shares of Kinross during 2025;

and (ii) the transfer of $126,000 as an unrealized loss of prior unrealized gain on our holdings of Vox Royalty common stock upon the sale of the shares of Vox Royalty common stock during 2025.

Added to these transfers of prior unrealized gains (as an unrealized loss) in the value of our marketable equity securities during 2025 was a decrease in the value of our holdings of Vendetta common stock of $24,000 based on quoted market prices.

These unrealized losses were partially offset by (i) an unrealized increase in the value of our holdings of Kinross common stock through the date of sale of $71,000;

and (ii) an unrealized increase in the value of our Vox Royalty common stock sold of $26,000 through the date of sale for the Vox Royalty shares sold:

and (iii) an unrealized increase in the value of remaining holdings of Vox Royalty common stock during 2025 of $203,000.

The non-cash unrealized gain during 2024 was primarily related to (i) an increase in the fair value of our holdings of 100,000 shares of Kinross common stock during 2024 of $322,000 based on quoted market prices;

(ii) an increase in the fair value of our holdings of 134,055 shares of Vox Royalty common stock of $38,000 based on quoted market prices;

and (iii) an increase of $22,000 in the fair value of our holdings of 100,000 shares of Highlander common stock to the date of the sale of our holdings of the Highlander shares.

These unrealized increases in the value of our marketable equity securities during 2024 were partially offset by (i) a decrease in the value of our holdings of Vendetta common stock of $37,000 based on quoted market prices;

and (ii) the transfer of $54,000 of previously recorded unrealized gain to realized gain on the sale of our 100,000 Highlander common shares (as an unrealized loss) upon the sale of those shares during 2024.

See Note 3, Marketable Equity Securities above for additional discussion of our marketable equity securities.

We may sell some of our marketable equity securities from time to time during 2026 for working capital needs;

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See “Liquidity and Capital Resources” below.

We recorded a loss on derivative instruments of $29,000 during 2024 compared to a gain on derivative instruments of $31,000 during 2023.

During 2024, we sold certain Kinross calls against our holdings of Kinross common stock for net proceeds of $38,000 and at December 31, 2024 we have outstanding Kinross covered calls covering our 100,000 shares that expire in May 2025 and have an exercise price of $10.00 per share, for which we have recorded a current liability of $67,000.

During 2023 we sold covered calls against our holdings of Kinross common stock for proceeds of $31,000 which expired unexercised during 2023 and we recorded a gain of $31,000 during 2023 related to those calls.

See Note 7, “Derivative Instruments” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional discussion of our derivative instruments.

We anticipate we may write calls against our holdings of Kinross common stock in 2025 to provide additional income on a limited portion of shares of Kinross that we may sell in the near term, which is generally defined as less than one year.

We recorded a loss on derivative instruments of $336,000 during 2025 compared to a loss on derivative instruments of $29,000 during 2024.

As explained elsewhere in this Annual Report, we settled the covered calls against our shares of Kinross common stock during 2025 for cash payment of $403,000 upon the sale of our Kinross stock.

During 2024, we sold the Kinross calls covering our holdings of 100,000 shares of Kinross common stock for net proceeds of $38,000 that were settled as discussed above, for which we had recorded a current liability of $67,000 at December 31, 2024.

We do not anticipate selling any calls against our existing marketable equity securities during 2026.

We recorded $20,000 of depreciation and amortization during 2025 compared to $27,000 of depreciation and amortization during 2024.

The increase in depreciation and amortization is primarily related the purchase of operating equipment during 2024 with the increased depreciation partially offset as older assets became fully depreciated during 2024 and 2023.

The decrease in depreciation and amortization is primarily related to older assets becoming fully depreciated during 2025 compared to 2024.

We amortize our equipment over a five-year period.

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We recorded interest and dividend income of $256,000 during 2025 compared to interest and dividend income of $372,000 during 2024.

The increase during 2024 was primarily related to an increase in the outstanding balances of our investments in our money market account during the majority of the year as a result of the net proceeds of $7,352,000 received from private placement sales of our common stock during 2023.

The decrease during 2025 was primarily related to a decrease in the average outstanding balances of our investments in our money market account during the year as a result of the use of cash for operations, which was partially offset by sales of our common stock during 2025.

In addition, average interest rates on short-term investments were higher during 2024 compared to average interest rates during 2025.

We anticipate our interest and dividend income will be lower in 2025 as a result of reduced short-term investment balances during 2025 compared to 2024.

During 2023, we recorded an unrealized gain of $56,000 related to the value of our mark-to-market short term investments in United States Treasury securities with no similar gain or loss during 2024.

This unrealized gain was as a result of the effects of changing interest rates on our outstanding USTS short-term investments.

We anticipate we will not incur unrealized gains and losses related to our mark-to-market short-term investments in 2025 as a result of the use of money market funds rather than short-dated USTS during 2025.

See “Liquidity and Capital Resources,” below, for further discussion of our cash and cash equivalent and short-term asset balances.

We anticipate our interest and dividend income will be lower in 2026 as a result of the use of short-term investment balances for exploration and administrative costs during 2026.

We recorded no deferred tax expense or benefit in either 2025 or 2024 as we provide a valuation allowance for the tax benefit arising out of our net operating losses for all periods presented.

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At December 31, 2025 we had $7,573,000 in our money market account held in a brokerage account.

Solitario also held USTS during 2023 which matured during 2024.

Solitario has no investment in USTS at December 31, 2024.

Our short-term investments in the money market account are highly liquid and may be sold in their entirety at any time at their quoted market price and are classified as a current asset.

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Our marketable equity securities are classified as available-for-sale and are carried at fair value, which is based upon market quotes of the underlying securities.

We owned 100,000 shares of Kinross common stock as of December 31, 2024, which are recorded at their fair value of $927,000.

As of December 31, 2025, we own 7,750,000 shares of Vendetta common stock recorded at their fair market value of $57,000, and we own 50,000 shares of Vox Royalty common stock recorded at their fair market value of $237,000.

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We anticipate using our working capital and any additional funds we might acquire to carry out our 2026 planned expenditures.

Our existing resources are adequate to fund these expenditures.

These expenditures include planned exploration for Golden Crest, including potential drilling, pending the receipt of required permits, as well as planned limited exploration at our Lik project for 2025 of approximately $400,000 at the project of which Solitario will be responsible for 50% of expenditures.

We do not expect any significant exploration expenditures at our Florida Canyon project where Nexa is responsible for all 2025 planned expenditures.

We also plan on limited exploration expenditure at our Cat Creek project.

We believe our existing resources are adequate to fund these expenditures.

These expenditures include planned exploration for Golden Crest of approximately $3,211,000, including potential drilling, pending the receipt of required permits, as well as planned limited exploration at our Lik project for 2026 of which Solitario will be responsible for 50% of expenditures.

We do not expect any significant Solitario exploration expenditures at our Florida Canyon project where Nexa is responsible for all 2026 planned expenditures.

Pending receipt of permits, we also plan on increased exploration at both the Cat Creek project and the Bright Angel project.

We expect we will need additional capital if we decide to develop or operate any of our current exploration projects or any projects or assets we may acquire.

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Of that amount there are 3,365,000 options that are vested and exercisable at December 31, 2025.

As of December 31, 2024, our outstanding options include 1,078,500 options that are in the money with a weighted average exercise price of $0.21 per share, which is below the market price of a share of Solitario common stock at December 31, 2024 of $0.59 per share as quoted on the NYSE American exchange.

As of December 31, 2025, our outstanding options include 2,233,300 options that are in the money with a weighted average exercise price of $0.62 per share, which is below the market price of a share of Solitario common stock at December 31, 2025 of $0.70 per share as quoted on the NYSE American.

During 2025, options for 1,028,500 shares were exercised for cash proceeds of $206,000.

See Note 10, “Employee Stock Compensation Plans” to our consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for a discussion of the activity in our 2013 Plan and our 2023 Plan during 2025 and 2024.

We anticipate that a portion of our outstanding stock options currently in the money at December 31, 2024 will be exercised during 2025.

We do not anticipate that the exercise of our outstanding stock options currently in the money at December 31, 2025 will be a significant source of cash flow during 2026.

Equity offering private placements

We had no private placement of shares during 2024.

On July 31, 2023, we 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 “Newmont 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 Newmont Shares, we entered into an Investor Rights Agreement with Newmont, which granted Newmont certain additional rights, including a preemptive right, certain anti-dilution protections and certain other rights and notice provisions related to our Golden Crest mineral property assets.

On October 13, 2023, we completed a private placement of 8,631,818 shares of our common stock (the “Shares”) at a price of $0.55 per share for net proceeds of $4,727,000 after certain legal and regulatory offering costs of $21,000.

The sale of the Shares was made through a subscription agreement between Solitario and each respective investor.

The Shares were issued pursuant to an exemption from registration under United States and Canadian securities laws.

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

Investors in the private placement were provided certain registration rights with respect to the Shares they purchased.

During 2024, we did not offer or sell our shares of common stock in private placement transactions.

On August 14, 2025, we issued 84,128 shares in a private placement to certain leaseholders at our Golden Crest Project in South Dakota in satisfaction of a portion of the required 2025 annual lease payments with a value of $53,000.

The remaining portion of the lease payments due to the leaseholders were made in cash during 2025.

On June 18, 2025, we closed on a private placement of 1,587,300 shares of our 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.

The amended and restated Investor Rights Agreement served to amend certain terms of the Investor Rights Agreement, including to provide Newmont with 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, we closed on a private placement of 5,555,555 shares of our 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 us and a single third-party investor.

None of our officers, directors or other affiliates participated in the private placement.

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

We 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.

On November 16, 2023, we entered into a consulting and capital markets advisory contract (the “Consulting Contract”) with an independent advisory firm, in consideration for the issuance of 500,000 shares which were issued on December 6, 2023 at a price of $0.51 per share.

The sale of the shares was made through a subscription agreement between us and the advisory firm.

The shares were issued pursuant to an exemption from registration under United States and Canadian securities laws.

We recorded a pre-paid expense of $255,000 for the issuance of the shares.

The pre-paid expense is being amortized over the one-year term of the Consulting Contract and we recorded $223,000 and $32,000, respectively, in general and administrative expense during 2024 and 2023 related to the Consulting Contract.

At the Market Offering

On February 2, 2021, we put an ATM (“At the Market”) program, in place, which was amended in 2023, to allow us to sell shares of our common stock under that program from time to time through H.C Wainwright and Co.

(“Wainwright”) as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $10.0 million (the “ATM Program”).

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 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 2024, we sold 1,802,060 shares of our common stock under the ATM Program at an average price of $0.70 per share for net proceeds of $1,218,000 after commissions and sale expenses.

We did not sell any shares under the ATM Program during 2023.

At the Market Offering Agreement

During 2025, Solitario sold an aggregate of 1,007,423 shares of common stock under the ATM Agreement at an average price of $0.76 per share for net proceeds of $730,000, after commissions and sale expenses.

During 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.

Off-balance sheet arrangements

As of December 31, 2025 and 2024, we have no off-balance sheet arrangements.

Net cash used in operations during the year ended December 31, 2024 increased to $5,099,000 compared to $3,263,000 for the year ended December 31, 2023 primarily as a result of (i) the increase in exploration expense at our Golden Crest project to $3,884,000 during 2024 compared to $1,798,000 of exploration expense incurred at our Golden Crest project during 2023, primarily related to increased expenditures for the drilling program at Golden Crest completed during 2024;

(ii) an increase in general and administrative expense to $1,879,000 during 2024 compared to general and administrative expense of $1,712,000 during 2023;

and (iii) a use of cash resulting from a decrease in accounts payable and other current liabilities of $379,000 during 2024 compared to an provision of cash from and increase in accounts payable and other current liabilities of $328,000 during 2023.

Partially offsetting these expenditures and the overall uses of cash in operations during 2024 compared to 2023 were (i) an increase in interest and dividend income to $372,000 during 2024 compared to interest and dividend income of $191,000 during 2023;

(ii) an increase in the cash provided from a reduction in prepaid expenses and other current assets of $207,000 during 2024 compared to cash provided from a reduction in prepaid expenses and other current assets of $20,000 during 2023;

(iii) a decrease in our reconnaissance exploration expenditures to $73,000 during 2024 compared to reconnaissance exploration expenditures of $135,000 during 2023;

and (iv) a decrease in our exploration expenditures at our Lik project to $142,000 during 2024 compared to exploration expenditures at the Lik project of $404,000 during 2023.

Net cash used in operations during the year ended December 31, 2025 decreased to $3,507,000 compared to $5,099,000 for the year ended December 31, 2024 primarily as a result of (i) the decrease in exploration expense at our Golden Crest project to $2,477,000 during 2025 compared to $3,884,000 of exploration expense incurred at our Golden Crest project during 2024, primarily related to a reduction in drilling expenditures as we drilled fewer holes during 2025 at Golden Crest compared to 2024;

(ii) a decrease in general and administrative expense to $1,566,000 during 2025 compared to general and administrative expense of $1,879,000 during 2024;

and (iii) a reduction in the use of cash resulting from a decrease in accounts payable and other current liabilities of $94,000 during 2025 compared to a use of cash from a decrease in accounts payable and other current liabilities of $379,000 during 2024.

Partially offsetting these reductions in operational use of cash during 2025 compared to 2024 were (i) a decrease in the cash provided from a reduction in prepaid expenses and other current assets to $5,000 during 2025 compared to cash provided from a reduction in prepaid expenses and other current assets of $207,000 during 2024;

and (ii) an increase in our exploration expenditures at our Lik, Florida Canyon, Cat Creek and Bright Angel projects to $297,000 during 2025 compared to combined exploration expenditures at these projects of $191,000 during 2024;

and (iii) a decrease in interest and dividend income to $256,000 during 2025 compared to interest and dividend income of $372,000 during 2024;.

These items are discussed in further detail above under “Results of Operations.”

Net cash provided by investing activities was $3,938,000 during 2024 compared to net cash used by investing activities of $4,409,000 during 2023.

The primary reasons for the decrease in cash used by investing activities are (i) an increase in the cash provided by the sale of short-term investments of $3,913,000 during 2024 compared to the use of cash from the net purchase of short-term investments of $4,429,000 during 2023;

and (ii) cash from the sale of marketable equity securities of $54,000 during 2024 compared with no sales of marketable equity securities during 2023.

Partially offsetting these items were (i) additions to mineral properties for initial acquisition costs of $55,000 during 2024 compared to no initial acquisition costs for mineral properties during 2023.

Net cash used by investing activities was $1,776,000 during 2025 compared to net cash provided by investing activities of $3,938,000 during 2024.

The primary reasons for the increase in cash used by investing activities are (i) an increase in the cash used for the net purchase of short-term investments of $3,050,000, primarily from the equity issuances of $5,141,000 during 2025, discussed below, compared to the cash provided by the sale of short-term investments of $3,913,000 during 2024;

and (ii) cash used for the settlement of the Kinross call of $403,000, discussed above.

Partially offsetting these uses of cash for investing activities were (i) cash from the sale of marketable equity securities of $1,708,000 during 2025 compared with $54,000 of sales of marketable equity securities during 2024;

(ii) additions to mineral properties for initial acquisition costs of $31,000 during 2025 compared to 55,000 during 2024;

and (iii) sale of derivative instruments of $38,000 during 2024 with no similar sales during 2025.

We anticipate we will continue to utilize proceeds from the sale of our short-term investments and any proceeds we may derive from potential sales of marketable equity securities to fund our operations during 2026.

Our net cash provided by financing activities during 2025 was from (i) the sale of 7,142,855 shares of our common stock in private placement transactions for net cash of $4,411,000 discussed above under “Equity offering private placements;” (ii) the sale of 1,007,423 shares of our common stock under the ATM Program at an average price of $0.76 per share for net proceeds after expenses of $730,000,and (ii) the exercise of options for 1,028,500 shares of our common stock for net proceeds of $206,000.

Our net cash provided by financing activities during 2024 was from (i) the sale of 1,802,060 shares of our common stock under the ATM Program at an average price of $0.70 per share for net proceeds after expenses of $1,218,000, and (ii) the exercise of options for 250,000 shares of our common stock for net proceeds of $54,000.

Our net cash provided by financing activities during 2023 was from (i) the sale of 12,798,485 shares of our common stock from private placements for net cash of $7,097,000 discussed above under “Equity offering private placements,” after certain direct costs related to the amendment of certain terms of the ATM Program of $46,000 discussed above;

and (ii) the exercise of options for 1,486,500 shares of our common stock for net proceeds of $459,000.

We may utilize the ATM Program during 2025 to supplement our existing cash resources, however we intend to only use the ATM Program when we believe the market conditions based upon the quoted price of a share of our common stock is appropriate.

Although we anticipate that a portion of our outstanding stock options currently in the money at December 31, 2024 will be exercised during 2025, we have not planned that the exercise of options or the issuance of shares in private placements will be a significant source of cash during 2025.

We may utilize the ATM Program during 2026 to supplement our existing cash resources;

however, we intend to only use the ATM Program when we believe the market conditions based upon the quoted price of a share of our common stock is appropriate.

We do not expect that the exercise of options or the issuance of shares in private placements will be a significant source of cash during 2026.

Development Activities, Exploration Activities, Environmental Compliance and Contractual Obligations

Development Activities

We do not have any ongoing mineral development activities, which are activities for the development of mineral properties with reserves for potential mining.

We do not have any ongoing mineral development activities, which are activities for the preparation of mineral properties with reserves for mining.

Exploration Activities

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Over twenty gold-enriched target areas have been identified, with fourteen of these areas containing multi-gram gold per tonne assays.

In 2024 Solitario completed drilling of eleven core holes totaling 4,346 meters.

The results included several holes with multi-gram gold mineralization as six of the eleven holes intersected gold grades exceeding one gpt.

Higher grade paleo-placer grades were intersected as well as Precambrian rock formations, which provide some confirmation of Solitario’s theoretical geologic interpretation of potential economic mineralization at depth at Golden Crest During 2025 Solitario is planning to conduct a phase-one, 4,000-meter drilling program consisting of up to 15 additional exploration core holes.

Depending on drilling results and receiving permits Solitario may initiate a phase-two drilling program during 2025 and 2026.

In 2025 and 2024 Solitario completed drilling of seven and eleven core holes, respectively, totaling 2,562 and 4,346 meters, respectively.

The results included several holes with multi-gram gold mineralization.

Higher grade paleo-placer grades were intersected as well as Precambrian rock formations, which provide some confirmation of Solitario’s theoretical geologic interpretation of potential economic mineralization at depth at Golden Crest During 2026 Solitario, pending permitting, is planning to conduct an initial two-phase drilling program of 4,000 to 6,000 meters consisting of up to 20 additional exploration core holes in the first phase.

Depending on drilling results, and receiving permits, Solitario may initiate a second phase drilling program during 2026.

In addition, we will be continuing a surface exploration program during 2026 consisting of prospecting for new areas of mineralization through the collection of select rock grab samples, systematic soil sampling and, potentially, geophysics.

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During 2025 Nexa spent approximately $1.4 million on the Florida Canyon project including an upgrade to the access road to the project, social and community projects in the areas of health, education and commercial opportunities.

Nexa also began a re-evaluation of the Florida Canyon resource model, which will continue through 2025.

This re-evaluation is intended to evaluate the upside potential as well as identify new high-priority drill targets within the current footprint of the deposit.

Nexa also completed a re-evaluation of Florida Canyon’s resource model during 2025 that suggests that as much as a 30% increase in resources could be achieved within the current footprint of mineralization if more detailed drilling were conducted.

This re-evaluation also identified new high-priority drill targets within the current footprint of the deposit.

The Lik project is an advanced-staged high-grade zinc project consisting of 47 contiguous Alaska state mining claims.

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However, no agreements are in place to develop such plans and are therefore hypothetical.

During 2024, Teck completed its ZTEM inversion process and an airborne geophysical program it completed in 2024.

Teck also worked on a 3D geologic model and previously completed ground gravity geophysical survey as well as ongoing environmental site work.

During 2025, Teck completed a 3D geologic model and previously completed ground gravity geophysical survey as well as ongoing environmental site work.

Teck believes there is potential for additional drill targets, based on ZTEM inversion modelling, geologic mapping, and ground gravity.

Solitario and Teck are in final discussions to fund a 2025 work program, with Teck acting as project manager.

Solitario and Teck are in discussions to finalize a 2026 work program, with Teck acting as project manager.

Currently, no drilling is anticipated for 2026 at the Lik project.

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Solitario leased a 100% interest in the Cat Creek project in south-central Colorado from a private third party in 2023.

Solitario has only conducted very limited work on the property to date and during 2024 secured permits for two drill hole locations.

Solitario is planning a limited exploration program at Cat Creek for 2025 and currently although no decision has been made to drill at Cat Creek during 2025.

Solitario, pending permitting, is planning a limited two to four-hole drilling program at the Cat Creek project for 2026 based upon its surface geologic work from 2024 and 2025.

Solitario entered into a lease on its Bright Angel project in August 2025, which is located in north-central Colorado from a private third party.

Solitario has only conducted very limited work on the property to date and is currently working or obtaining permits to drill the project in 2026.

2026 Planned Expenditures

Our 2025 total exploration budget is approximately $3,910,000 for our planned exploration expenditures.

Our 2026 total exploration budget is approximately $5,673,000 for our planned exploration expenditure.

This amount does not include any significant expenditures for our Florida Canyon project where our joint venture partner, Nexa, is responsible for 100% of exploration costs.

It includes $3,211,000 planned exploration expense at our Golden Crest project, including approximately $2,217,000 for drilling, pending permitting.

We will continue the evaluation of potential new acquisitions of properties primarily in the United States around the Golden Crest project as well as other regions of North and South America.

We expect to carry out our exploration activities during 2025 utilizing Teck at Lik, Nexa at Florida Canyon, and our own employees and contract geologists at Golden Crest and Cat Creek projects.

The total exploration budget also includes exploration expenditure, pending permitting, at the Bright Angel project and at the Cat Creek project.

We will continue the evaluation of potential new acquisitions of properties primarily in the United States as well as other regions of North and South America.

We expect to carry out our exploration activities during 2026 utilizing Teck at Lik, Nexa at Florida Canyon, and our own employees and contract geologists at the Golden Crest, Cat Creek and Bright Angel projects.

Discontinued Projects

We recorded no mineral property impairments during 2024 or 2023.

No discontinued projects were recognized during 2025 or 2024.

Significant Accounting Policies and Critical Accounting Estimates

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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 7. Management’s Discussion and Analysis