What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-12 · 137 added, 107 removed, 431 unchanged (36% of the section changed)

11 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Solitario Resources Corp.

(“the Company”) as of December 31, 2024 and 2023, and the related consolidated statement of operations, statement of shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of Solitario Resources Corp.

(“the Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, statements of shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

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We determined that there are no critical audit matters.

We have served as the Company’s auditor since July of 2023

We have served as the Company’s auditor since 2023

Spokane, Washington

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Investments in marketable equity securities, at fair value

Prepaid expenses and other

Prepaid expenses and other current assets

Total current assets

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Interest and dividend income

(Loss) gain on derivative instruments

Gain on sale of marketable equity securities

Unrealized gain on short-term investments

Unrealized gain on marketable equity securities

Realized and unrealized loss on derivative instruments

Realized and unrealized gain on marketable equity securities

Total other income

8 unchanged sentences

(in thousands of U.S.

except share amounts)

Dollars) except share amounts)

Shareholders’

1 unchanged sentence

Stock-based compensation expense

Issuance of shares – ATM, net

Issuance of shares – option exercises

Issuance of shares – private placements, net

Issuance of shares – services

Balance at December 31, 2024

Stock-based compensation expense

Issuance of shares – ATM

Issuance of shares – ATM, net

Issuance of shares – option exercises

Issuance of shares – mineral lease payment

Issuance of shares – private placements

Balance at December 31, 2025

6 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Unrealized gain on marketable equity securities

Unrealized gain on short-term investments

Gain on sale of marketable equity securities

Loss (gain) on derivative instruments

Realized and unrealized gain on marketable equity securities

Realized and unrealized loss on derivative instruments

Stock-based compensation expense

Issuance of shares for mineral lease payment

Amortization of right of use lease asset

5 unchanged sentences

Investing activities:

Sale (purchase) of short-term investments – net

(Purchase) sale of short-term investments – net

Additions to mineral properties

Sale of marketable equity securities

Cash from sale of marketable equity securities

Cash paid for settlement of derivative instruments

Sale of derivative instruments – net

2 unchanged sentences

Financing activities:

Issuance of common stock from private placements – net of issuance costs

Issuance of common stock – net of issuing costs

Issuance of common stock upon exercise of stock options

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of year

Cash, cash equivalents and restricted cash, end of year

Non-cash financing and investing activities:

Issuance of shares of common stock for services

Recognition of operating lease liability and right of use asset

See Notes to Consolidated Financial Statements.

5 unchanged sentences

Solitario Resources Corp.

(“Solitario,” or the “Company”) is an exploration stage company as defined by rules issued by the United States Securities and Exchange Commission (“SEC”).

(“Solitario,” or the “Company”) is smaller reporting company as defined by rules issued by the United States Securities and Exchange Commission (“SEC”).

Solitario was incorporated in the state of Colorado on November 15, 1984 as a wholly-owned subsidiary of Crown Resources Corporation.

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Solitario has been actively involved in mineral exploration since 1993.

In June 2023, Solitario’s shareholders approved an amendment to the Company’s Articles of Incorporation to change the Company’s name from Solitario Zinc Corp.

to Solitario Resources Corp., and that name change was effected in July 2023.

Solitario’s primary business is to acquire exploration mineral properties or royalties and/or discover economic deposits on its mineral properties and advance these deposits, either on its own or through joint ventures, up to the development stage.

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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.

Solitario also has its Cat Creek project, an early-stage exploration project in Colorado (the “Cat Creek project”).

Nexa Resources, Ltd.

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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.

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

As of December 31, 2024, Solitario has balances of cash and short-term investments that Solitario anticipates using, in part, to further the development of the Florida Canyon project, the Lik project, the Golden Crest project and the Cat Creek project, and to potentially acquire additional mineral property assets.

In addition, Solitario 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 has balances of cash and short-term investments that Solitario anticipates using, in part, to further the development of the Florida Canyon project, the Lik project, the Golden Crest project as well as its Cat Creek and Bright Angel projects, and to potentially 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 at potentially attractive terms.

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Cash equivalents at December 31, 2025 include approximately $ 38,000 held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation (“FDIC”) rules for the United States.

Money market funds

Short-term investments in money market funds

Solitario invests in money market funds that seek to maintain a stable net asset value.

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Restricted cash and cash equivalents balances are carried at fair value.

Non-current restricted cash is reported in a separate line on the consolidated balance sheets and totaled $ 230,000 at December 31, 2024.

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

Non-current restricted cash is reported in a separate line on the consolidated balance sheets and totaled $ 230,000 at December 31, 2025 and 2024.

Cash, excluding restricted cash, at December 31, 2025 and 2024 was $ 82,000 and $ 81,000 , respectively.

Short-term investments

Solitario’s short-term investments at December 31, 2024 consists of its investment of $ 4,523,000 in a money market account held in a brokerage firm.

At December 31, 2023 Solitario’s short term investments included a money market account of $ 7,738,000 and United States Treasury Securities (“USTS”) of $ 698,000 with maturities between one and two months.

Interest income and unrealized gains or losses are recorded in the statement of operations in the period when they occur.

During the year ended December 31, 2023 the unrealized gain on USTS (increase) in the fair value of its short-term investments, due primarily to changes in interest rates on held securities, was $ 56,000 .

Mineral properties

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Solitario accounts for its derivative instruments in accordance with ASC 815, "Derivatives and Hedging” (“ASC 815”).

Solitario has entered into covered calls from time to time on its investment in Kinross Gold Corporation (“Kinross”) marketable equity securities.

Solitario previously entered into covered calls from time to time on its investment in Kinross Gold Corporation (“Kinross”) marketable equity securities.

Solitario has not designated its covered calls as hedging instruments and any changes in the fair value of the covered calls are recognized in the statements of operations in the period of the change as gain or loss on derivative instruments.

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The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Solitario's short-term investments in USTS, money market investments, its marketable equity securities and any covered call options against those marketable equity securities are carried at their estimated fair value based on quoted market prices.

Solitario's short-term investments in money market investments, its marketable equity securities and any covered call options against those marketable equity securities are carried at their estimated fair value based on quoted market prices.

See Note 8, “Fair Value of Financial Instruments,” below.

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Shared costs are expensed as incurred.

Solitario does not apply equity-method accounting nor consolidate the operations of Lik, Florida Canyon or Bongara joint ventures as it does not exercise significant control over these projects.

Solitario does not apply equity-method accounting nor consolidate the operations of Lik or Florida Canyon joint ventures as it does not exercise significant control over these projects.

Foreign exchange

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Adopted accounting pronouncements

The Company has adopted ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” This amended guidance applies to all public entities and aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, to enable investors to develop more decision-useful financial analyses.

This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Recent accounting pronouncements

In August 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations.

The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements.

Solitario has adopted ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement , issued by the FASB in August 2023, which clarifies the business combination accounting for joint venture formations (“ASU 2023-05”).

The amendments in ASU 2023-05 seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements.

The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture.

1 unchanged sentence

The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025.

Early adoption and retrospective application of the amendments are permitted.

Solitario does not anticipate early adoption.

Solitario is evaluating the new guidance and has not yet determined the impact of ASU 2023-05 on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid.

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

Early adoption and retrospective application of the amendments are permitted.

Solitario does not anticipate early adoption.

Solitario does not expect the adoption of ASU No.

2023-09 to have a material impact on its consolidated financial position or results of operations.

The adoption of ASU No.

2023-05 did not have a material impact on Solitario’s consolidated financial position or results of operations 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 (“ASU 2023-09”).

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.

Recent 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

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Solitario also faces various macro-economic risks and uncertainties, such as risks related to health epidemics, pandemics, and other outbreaks or resurgences of communicable diseases, the occurrence of natural disasters, rising geopolitical tension and instability, acts of war or terrorism, global economic uncertainty, inflationary pressures, interest rate volatility, and volatility and disruption in national and international financial markets.

These risks and uncertainties could significantly disrupt Solitario’s operations and may materially and adversely affect its business and financial condition.

Certain of these risks and uncertainties are discussed under the heading “Risk Factors” in Item 1A of this 2025 Annual Report and generally identified under the heading “Forward-Looking Statements.”

Mineral Properties :

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Lik Project (Alaska – US)

Golden Crest (South Dakota – US)

Cat Creek (Colorado – US)

Golden Crest Project (South Dakota – US)

Cat Creek Project (Colorado – US)

Bright Angel Project (Colorado – US)

Total exploration mineral properties

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

All required payments have been made through December 31, 2024 and 2023.

All required payments have been made through December 31, 2025.

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 leases in good standing, Solitario has agreed to escalating work commitments on the GC Claims and an area of interest around the GC claims totaling $ 3,000,000 during the first five years of the lease, with first and second-year minimum exploration expenditures of $ 400,000 during 2023, and $ 600,000 during 2024, which Solitario exceeded during both 2023 and 2024.

Solitario exceeded the required exploration expenditures during 2025 and 2024 of $ 800,000 and $ 600,000 , respectively.

The term of the Golden Crest Agreement is for twenty years and is automatically extended as long as Solitario is performing any exploration, development or mining activities on the GC Claims.

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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 .

Through December 31, 2024, Solitario has staked additional mineral claims, including some claims included in an 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, 2024, Solitario has capitalized costs for staking, initial filing fees, legal and other costs of $ 1,078,000 as initial acquisition costs related to the Golden Crest project.

During 2024 Solitario purchased a certificate of deposit of $ 100,000 for reclamation bonding as part of the Golden Crest drilling permit received and is recorded as restricted cash in the consolidated balance sheet at December 31, 2025.

Solitario holds a 50% operating interest in the Lik zinc-lead sliver property in northwest Alaska, which we acquired as part of the acquisition of Zazu Metals Corporation (“Zazu”) in July 2017.

Solitario holds a 50% operating interest in the Lik zinc-lead silver property in northwest Alaska, which Solitario acquired as part of the acquisition of Zazu Metals Corporation (“Zazu”) in July 2017.

Solitario recorded its acquisition cost of $ 15,611,000 as mineral property at the date of acquisition.

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During 2024 Solitario purchased a certificate of deposit of $ 130,000 for reclamation bonding as part of the Cat Creek drilling permit received and is recorded as restricted cash in the consolidated balance sheet at December 31, 2025.

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 Agreement and subsequently capitalized initial claim and staking payments of $ 26,000 during 2025 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 .

Exploration Expense

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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 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 December 31, 2024.

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 Golden Crest associated with its 2024 and 2025 drilling programs were carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites remaining as of December 31, 2025.

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

Activities at Solitario’s Cat Creek Project and Bright Angel Project through December 31, 2025 have consisted of claim staking and limited mapping and surface sampling which have not resulted in any material reclamation liabilities.

Marketable Equity Securities

During 2024 Solitario sold 100,000 shares of Highlander Silver Corp.

common stock for proceeds of $ 54,000 and recorded a realized gain on sale of $ 54,000 .

Solitario did not sell any of its marketable equity securities during 2023.

At December 31, 2024 and 2023 Solitario owns the following marketable equity securities:

Solitario's investments in marketable equity securities are carried at fair value, which is based upon quoted prices of the securities owned.

The cost of marketable equity securities sold is determined by the specific identification method.

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

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

December 31, 2025

3 unchanged sentences

Vox Royalty Corp.

Highlander Silver Corp.

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

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Marketable equity securities at fair value

The following table represents changes in marketable equity securities:

(in thousands)

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 gain (loss) on marketable equity securities:

(in thousands)

Unrealized gain on marketable equity securities

Unrealized (loss) gain on marketable equity securities

Realized gain on marketable equity securities sold

Net gain on marketable equity securities

During 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 cash settlement of $ 403,000 to close out its $10.00 Kinross covered call covering all 100,000 shares of Kinross common stock previously held by Solitario, 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 2025, Solitario sold 84,055 shares of its Vox Royalty Corp.

common shares for proceeds of $ 307,000 and recorded gain on the sale of $ 126,000 on the date of sale.

During 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.

Operating Lease

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The discount rate within the WR Lease is not determinable and Solitario applied a discount rate of 7 % based upon Solitario’s estimate of its cost of capital in recording the WR Lease.

Solitario has $ 52,000 remaining cash payments as of December 31, 2024, of which $ 2,000 is imputed interest on the WR Lease, and Solitario has recorded the remaining $ 50,000 lease liability as $ 43,000 as a current liability and $ 7,000 as non-current liability in the consolidated balance sheet.

Solitario has $ 7,000 remaining cash payments on the WR lease as of December 31, 2025, which is recorded as a current liability in the consolidated balance sheet.

The following items comprised other assets:

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Total other assets

Income Taxes :

As a result of being in a tax-loss position, Solitario has not recorded a tax provision for the years ending on December 31, 2025 or 2024.

The net deferred income tax assets/liabilities in the December 31, 2025 and 2024 consolidated balance sheets include the following components:

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Deferred tax liabilities:

Unrealized gains on marketable equity securities

Basis difference on fixed assets

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Net deferred tax liabilities

Federal Statutory Tax Rate for 2024 is 21%.

The reconciliation of the expected income tax expense (benefit) and the actual income tax expense (benefit) is as follows:

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Significant Accounting Policies, the provision for income taxes for the years ended December 31, 2025, differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income from operations as a result of the following differences:

(in thousands)

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Equity based compensation

Foreign tax rate differences - Canada

Foreign tax rate differences - Peru

US/Colorado state income tax, net of federal tax benefit

Change in valuation allowance – U.S.

Change in valuation allowance – Canada

Change in valuation allowance – Peru

Prior year return reconciliation

Permanent differences and other

Income tax (benefit) expense

The provision for income taxes for the years ended December 31, 2024, differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income from operations as a result of the following differences presented in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

(in thousands)

Expected income tax benefit

Foreign tax rate differences

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Federal net operating loss (NOL) carryovers of $ 28,891,000 as of December 31, 2025.

Under the Tax Cuts and Jobs Act (“TCIA”) Federal NOL’s incurred in taxable years beginning in 2018 and later have an indefinite carryforward period, but the use of the NOL carryover is limited to 80% of taxable income in the subsequent year.

Under the Tax Cuts and Jobs Act (“TCJA”) Federal NOL’s incurred in taxable years beginning in 2018 and later have an indefinite carryforward period, but the use of the NOL carryover is limited to 80% of taxable income in the subsequent year.

Federal NOL carryovers incurred prior to 2018 expire after 20 years.

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Solitario has State NOL carryovers in Colorado, Montana, and Alaska of $ 30,698,000 which begin expiring in 2026.

The majority of Solitario’s state taxes relate to Colorado.

Solitario has Canadian and Peruvian NOL carryovers of $ 18,719,000 which begin expiring in 2027.

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Solitario has provided a valuation allowance of 100 % of its net deferred tax assets due to the uncertainty of generating future profits that would allow for the realization of such deferred tax assets.

The domestic and foreign components of net loss before income taxes for 2025 were:

United States $ 3,770,000 ;

Canada $ 5,000 ;

and Peru, $ 57,000 .

The domestic and foreign components of net loss before income taxes for 2024 were:

United States $ 5,345,000 ;

Canada $ 2,000 ;

and Peru, $ 22,000 .

The tax years that remain subject to examination in the major tax jurisdictions in which Solitario operates are three years for the United States, four years for Canada and four years for Peru.

Derivative Instruments

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

During 2024, Solitario sold covered calls against its holdings of Kinross for net proceeds of $ 38,000 , recorded an unrecognized loss of $ 29,000 during the year ended December 31, 2024 and recorded a liability for its outstanding covered call at December 31, 2024 of $ 67,000 .

At December 31, 2024 Solitario has outstanding covered calls against all of its holdings of Kinross common stock with an exercise price of $ 10.00 per share with an exercise date of May 16, 2025.

During 2023, Solitario sold covered calls against its holdings of Kinross for cash proceeds of $ 31,000 all of which expired unexercised.

From time-to-time Solitario sold covered call options against its holdings of shares of Kinross common stock included in marketable equity securities.

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.

Any changes in the fair value of its covered calls are recognized in the statement of operations in the period of the change.

During 2025, Solitario recorded a loss on derivative instruments of $ 336,000 .

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

During 2024, Solitario sold covered calls against its holdings of Kinross common stock for net proceeds of $ 38,000 and recorded a loss on derivative instruments on those calls of $ 29,000 during 2024 and recorded a Kinross call liability of $ 67,000 at December 31, 2024 related to the remaining Kinross calls.

Fair Value of Financial Instruments :

For certain of Solitario's financial instruments, including cash and cash equivalents, and short-term investments the carrying amounts approximate fair value due to their short maturities.

Solitario's marketable equity securities, including its investment in shares of Kinross common stock, Vendetta common stock, and Vox Royalty common stock are carried at their estimated fair value based on publicly available quoted market prices.

Solitario's marketable equity securities, including its investment in shares of Kinross common stock, Vendetta common stock, and Vox Royalty Corp.

common stock are carried at their estimated fair value based on publicly available quoted market prices.

Solitario applies ASC 820 that establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements within a hierarchy between Level 1:

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Marketable equity securities

Kinross calls

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 December 31, 2024:

2 unchanged sentences

Marketable equity securities

Kinross calls

Items measured at fair value on a recurring basis:

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At December 31, 2025 and 2024 Solitario has $ 7,573,000 and $ 4,523,000 , respectively, in a money market account included in short-term investments.

In addition, at December 31, 2023, Solitario’s holdings include short-term investments of USTS recorded at their fair values of $ 698,000 based upon quoted market prices.

Marketable equity securities :

At December 31, 2025 and 2024, the fair value of Solitario’s holdings in shares of Vendetta, Kinross, and Vox Royalty marketable equity securities are based upon quoted market prices.

During the year ended December 31, 2024 and 2023, Solitario did not change any of the valuation techniques used to measure its financial assets and liabilities at fair value.

See Note 3, “Marketable Equity Securities,” above.

During the years ended December 31, 2025 and 2024, Solitario did not change any of the valuation techniques used to measure its financial assets and liabilities at fair value.

Commitments and Contingencies

At December 31, 2024 and 2023, Solitario has recorded an asset retirement and reclamation liability obligation of $ 145,000 and $ 125,000 , respectively, related to its Lik and Golden Crest projects.

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

See Note 2 “Mineral Properties,” above.

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The 2013 plan permitted the Board of Directors of the Company (the “Board of Directors”) or a committee appointed by the Board of Directors to grant awards in the form of stock options, stock appreciation rights, restricted stock, and restricted stock units.

As of December 31, 2023, the 2013 Plan has expired and no additional awards may be granted under the 2013 Plan, although awards made prior to the 2013 Plan’s expiration will remain outstanding in accordance with their terms.

As of December 31, 2023, the 2013 Plan 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.

The outstanding awards under the 2013 Plan are detailed below.

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Private Placements

On July 31, 2023, Solitario entered into a Stock Purchase Agreement (the “SPA”) with Newmont Overseas Exploration Ltd.

(“Newmont”), for the purchase and sale of 4,166,667 shares of Solitario common stock (the “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, Solitario and Newmont entered into an Investor Rights Agreement, which granted Newmont certain additional rights, including a preemptive right, certain anti-dilution protections and certain other rights and notice provisions related to Solitario’s Gold Crest mineral property assets.

On October 13, 2023, Solitario completed a private placement of 8,631,818 shares of its 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.

On August 14, 2025, Solitario 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, 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.

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, 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.

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

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.

On November 16, 2023, Solitario 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 the closing market price of $ 0.51 per share as quoted on the NYSE-American.

The issuance of the shares was made through a subscription agreement between Solitario and the advisory firm.

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

The Consulting Contract is for a period of one-year and Solitario recorded a pre-paid expense of $ 255,000 for the issuance of the shares.

No cash was paid for the issuance of the shares.

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

At the Market Offering Agreement

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The common stock is distributed at the market prices prevailing at the time of sale.

As a result, prices of the common stock sold under the ATM Program may vary as between purchasers and during the period of distribution.

As a result, prices of the common stock sold under the ATM Program may vary between purchasers and during the period of distribution.

The ATM Agreement provides that Wainwright is entitled to compensation for its services at a commission rate of 3.0 % of the gross sales price per share of common stock sold.

During 2023, Solitario recorded $ 46,000 as a charge to additional paid-in-capital for one-time expenses related to the amendment of the ATM 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.

Solitario did not sell any shares under the ATM program during 2023.

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.

Subsequent Events

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Such events were evaluated through the date these financial statements were available to be issued.

No events have occurred requiring recognition or disclosure through the date of this report.

As of March 4, 2026 Solitario has sold 1,313,663 shares of its common stock under the ATM Program at an average price of 0.75 per share for net proceeds of $ 950,000 after commissions and expenses.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data