SOLITARIO RESOURCES CORP. 10-Q

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities Recent Sales of Unregistered Securities On May 13, 2026, Solitario closed on a private placement of 305,195 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 $0.77 per share for net proceeds of $228,000 after certain legal and regulatory expenses of $7,000. The Company relied on the exemptions from registration set forth in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder for the offer and sale of the shares. In connection with such offers and sales the Company: (i) did not engage in any public advertising or general solicitation in connection with the offering; (ii) reasonably believed that Newmont was sophisticated and an “accredited investor” and understood the risks of acquiring shares of Company common stock; and (iii) believed that Newmont acquired the shares for investment purposes. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None.