XPL / Solitario Resources Corp. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

شركة الموارد الانفرادية
US ˙ NYSEAM ˙ US8342EP1070

الإحصائيات الأساسية
CIK 917225
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Solitario Resources Corp.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
August 29, 2025 424B3

7,142,855 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-289336 Prospectus 7,142,855 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under “Selling Stockholders” of up to 7,142,855 shares of our common stock, $0.01 par value per share. Of those shares: (i) 1,587,300 were issued to one of the selling stockholder

August 7, 2025 S-3

As filed with the Securities and Exchange Commission on August 6, 2025

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

August 7, 2025 EX-FILING FEES

Calculation of Filing Fee Table Form S-3 (Form Type) SOLITARIO RESOURCES CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Table Form S-3 (Form Type) SOLITARIO RESOURCES CORP.

August 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q(Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO R

June 23, 2025 EX-10.1

Stock Purchase Agreement by and between Solitario Resources Corp. and Newmont Overseas Exploration Ltd.

EXHIBIT 10.1

June 23, 2025 EX-10.2

Amended and Restated Investor Rights Agreement by and between Solitario Resources Corp. and Newmont Overseas Exploration Ltd.

EXHIBIT 10.2

June 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2025 SOLITARIO RESOURCES CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organizat

June 23, 2025 EX-99.1

Solitario Resources Completes US$4.5 Million Private Placement

EXHIBIT 99.1 Solitario Resources Completes US$4.5 Million Private Placement DENVER, CO – June 20, 2025 - Solitario Resources Corp. (“Solitario” or the “Company”) (NYSE American: XPL; TSX: SLR) is pleased to announce that it has entered into non-brokered agreements with two investors for the purchase and sale of a total of 7,142,855 shares of Company common stock, at a price of $0.63 per share for

June 20, 2025 EX-99.1

DRILLING INITIATED AT GOLDEN CREST VOTING RESULTS FROM ANNUAL MEETING HELD JUNE 19, 2025

EXHIBIT 99.1 DRILLING INITIATED AT GOLDEN CREST and VOTING RESULTS FROM ANNUAL MEETING HELD JUNE 19, 2025 Golden Crest Drilling DENVER, CO – June 19, 2025 - Solitario Resources Corp. (“Solitario”) (NYSE American: XPL; TSX: SLR) announces that it has commenced drilling at its Golden Crest Project in South Dakota. Current plans call for up to 8,000 meters of drilling in the Golden Crest and Ponderos

June 20, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2025 SOLITARIO RESOURCES CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organizat

June 20, 2025 EX-3.1

Articles of Amendment

EXHIBIT 3.1

May 6, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 2, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

April 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 14, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 12, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024 ☐ Transition report pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO RESOU

March 12, 2025 EX-21.1

Subsidiaries of Solitario Resources Corp.

EXHIBIT 21.1 Subsidiaries of Solitario Resources Corp. Solitario Resources Corp. [Colorado] - Zazu Metals Corp. [Canada] (100%) - Zazu Metals (AK) Corp [USA – Alaska] (100% owned by Zazu Metals Corp.) - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] (100%)\ - Minera Bongará, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] (100%)

March 12, 2025 EX-24.1

Power of Attorney

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

November 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

July 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

June 25, 2024 EX-99.1

Solitario Receives Final US Forest Service Approval of its Revised Plan of Operations for Drilling on its Golden Crest Gold Project

EXHIBIT 99.1 Solitario Receives Final US Forest Service Approval of its Revised Plan of Operations for Drilling on its Golden Crest Gold Project DENVER, CO – June 24, 2024 - Solitario Resources Corp. (“Solitario”) (NYSE American: XPL; TSX: SLR) is pleased to announce that its final revised Plan of Operations for its Golden Crest project has been signed by US Forest Service. Additionally, the South

June 25, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2024 SOLITARIO RESOURCES CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organizat

June 21, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024. SOLITARIO RESOURCES CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organiza

June 21, 2024 EX-99.1

VOTING RESULTS FROM SOLITARIO RESOURCES CORP ANNUAL MEETING HELD JUNE 20, 2024

EXHIBIT 99.1 VOTING RESULTS FROM SOLITARIO RESOURCES CORP ANNUAL MEETING HELD JUNE 20, 2024 DENVER, CO – June 20, 2024 - Solitario Resources Corp. (“Solitario”) (NYSE American: XPL; TSX: SLR) announces results of its Annual General Meeting of Shareholders at which holders of 39,943,338 shares of common stock were present in person or by proxy. The four matters identified below were submitted to a

May 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 22, 2024 EX-10.13

Mining Lease Between Golden Crest II, LLC and Solitario Resources Corp., dated May 27, 2021

EXHIBIT 10.13

March 22, 2024 EX-10.8

Form of Award Agreement for the 2023 Solitario Stock and Incentive Plan

EXHIBIT 10.8 Date of Grant: STOCK OPTION AGREEMENT 2023 SOLITARIO STOCK AND INCENTIVE PLAN A Stock Option (the “Option”) for a total of shares (collectively, “Option Shares”) of Solitario Resources Corp. (the “Company”), is hereby granted to (the “Optionee”) on (“Date of Grant”) at the Option Price of per share, determined in this Option and in all respects subject to the terms, definitions and pr

March 22, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO RESOU

March 22, 2024 EX-19.1

Solitario Resources Corp. Confidentiality and Insider Trading Policy

EXHIBIT 19.1 SOLITARIO EXPLORATION & ROYALTY CORP. CONFIDENTIALITY AND INSIDER TRADING POLICY Insider Trading It is illegal for Affiliates (as defined below) and certain persons who, in connection with the purchase or sale of securities, make improper use of material information that has not been publicly disclosed. Persons such as yourself that are in a special relationship with the Company and p

March 22, 2024 EX-97

Solitario Resources Corp. Compensation Recoupment Policy, effective October 2, 2023

EXHIBIT 97 SOLITARIO RESOURCES CORP. COMPENSATION RECOUPMENT POLICY November 2023 This Compensation Recoupment Policy (this “Policy”) is the compensation recovery policy of Solitario Resources Corp. (the “Corporation”), adopted by the Corporation in accordance with the provisions of Rule 10D-1 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 19

March 22, 2024 EX-21.1

Subsidiaries of Solitario Resources Corp.

EXHIBIT 21.1 Subsidiaries of Solitario Resources Corp. Solitario Resources Corp. [Colorado] - Zazu Metals Corp. [Canada] (100%) - Zazu Metals (AK) Corp [USA – Alaska] (100% owned by Zazu Metals Corp.) - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] (100%)\ - Minera Bongará, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] (100%)

March 22, 2024 EX-24.1

Power of Attorney

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

February 21, 2024 424B3

12,798,485 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276775 Prospectus 12,798,485 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under “Selling Stockholders” of up to 12,798,485 shares of our common stock, $0.01 par value per share. Of those shares (i) 4,166,667 were issued to one of the selling stockholde

February 14, 2024 SC 13G

XPL / Solitario Resources Corp. / EdgePoint Investment Group Inc. Passive Investment

SC 13G 1 edgepointxpl123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SOLITARIO RESOURCES CORP. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 8342EP107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 9, 2024 CORRESP

SOLITARIO RESOURCES CORP. 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 390

SOLITARIO RESOURCES CORP. 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 390 February 9, 2024 BY EDGAR United States Securities and Exchange Commission Attention: Michael Purcell Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Solitario Resources Corp. Registration Statement on Form S-3 File No. 333- 276775 Ladies and Gentlemen: The undersigned registrant hereby

February 7, 2024 S-3/A

As filed with the Securities and Exchange Commission on February 7, 2024

As filed with the Securities and Exchange Commission on February 7, 2024 Registration No.

January 31, 2024 EX-FILING FEES

Calculation of Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table Form S-3 (Form Type) SOLITARIO RESOURCES CORP.

January 31, 2024 S-3

As filed with the Securities and Exchange Commission on January 30, 2024

As filed with the Securities and Exchange Commission on January 30, 2024 Registration No.

December 21, 2023 CORRESP

SOLITARIO RESOURCES CORP. 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 390

SOLITARIO RESOURCES CORP. 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 390 December 22, 2023 BY EDGAR United States Securities and Exchange Commission Attention: Liz Packebusch Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Solitario Zinc Corp. Registration Statement on Form S-3 File No. 333- 275925 Ladies and Gentlemen: The undersigned registrant hereby requ

December 20, 2023 EX-1.2

Amendment to At The Market Offering Agreement between Solitario Resources Corp. and H.C. Wainwright & Co., LLC, dated December 19, 2023

EXHIBIT 1.2 December 19, 2023 Solitario Resources Corp. 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 80033 Attention: Christopher Herald, Chief Executive Officer Dear Mr. Herald: Reference is made to the At The Market Offering Agreement, dated as of February 2, 2021 (the “ATM Agreement”), between Solitario Resources Corp. (f/k/a Solitario Zinc Corp. (the “Company”) and H.C. Wainwright & Co

December 20, 2023 S-3/A

As filed with the Securities and Exchange Commission on December 19, 2023

As filed with the Securities and Exchange Commission on December 19, 2023 Registration No.

December 7, 2023 S-3

As filed with the Securities and Exchange Commission on November December 6, 2023

As filed with the Securities and Exchange Commission on November December 6, 2023 Registration No.

December 7, 2023 EX-FILING FEES

Calculation of Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table Form S-3 (Form Type) SOLITARIO RESOURCES CORP.

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number. 001-39278 SOLITA

October 16, 2023 EX-99.1

Solitario Completes US$4.75 Million Private Placement

EXHIBIT 99.1 Solitario Completes US$4.75 Million Private Placement DENVER, CO – October 16, 2023 - Solitario Resources Corp. (“Solitario” or the “Company”) (NYSE American: XPL; TSX: SLR) is pleased to announce that on October 13, 2023, it completed a private placement of 8,631,818 shares of common stock of the Company (the “Shares”), at a price of US$0.55 per share for total net proceeds of US$4,7

October 16, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 SOLITARIO RESOURCES CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organi

September 15, 2023 S-8

As filed with the Securities and Exchange Commission on September 14, 2023

As filed with the Securities and Exchange Commission on September 14, 2023 Registration No.

September 15, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Solitario Resources Corp.

August 9, 2023 EX-4.1

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Solitario’s Form 10-Q filed on August 6, 2023)

EXHIBIT 4.1

August 9, 2023 SC 13G/A

XPL / Solitario Resources Corp / NEWMONT Corp /DE/ - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Solitario Resources Corp. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 8342EP107 (CUSIP Number) July 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

August 2, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2023 SOLITARIO RESOURCES CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organizat

August 2, 2023 EX-10.1

Purchase Agreement by and between Solitario Recourses Corp. and Newmont Overseas Exploration Ltd. (incorporated by reference to Exhibit 10.1 to Solitario’s Form 8-K filed August 2, 2023)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of July 31, 2023, by and between Solitario Resources Corp., a Colorado corporation (the “Company”), and Newmont Overseas Exploration Ltd., a Delaware corporation (the “Purchaser”). In consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, and fo

August 2, 2023 EX-10.2

Investor Rights Agreement by and between Solitario Resources Corp. and Newmont Overseas Exploration Ltd. dated July 31, 2023 (incorporated by reference to Exhibit 10.2 to Solitario’s Form 8-K filed on August 2, 2023)

EXHIBIT 10.2 INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 2023 , by and between Solitario Resources Corp., a Colorado corporation (the “Company”), and Newmont Overseas Exploration Ltd., a Delaware corporation (the “Investor”). RECITALS WHEREAS, pursuant to a stock purchase agreement between the Company and the Investor, executed as of the same

August 2, 2023 EX-99.1

Newmont Increases Stake in Solitario to 9.95% With $2.5 Million Strategic Investment

EXHIBIT 99.1 Newmont Increases Stake in Solitario to 9.95% With $2.5 Million Strategic Investment DENVER, CO – August 2, 2023 - Solitario Resources Corp. (“Solitario” or the “Company”) (NYSE American: XPL; TSX: SLR) is pleased to announce that it has entered into an agreement with Newmont Overseas Exploration Ltd. (“Newmont” or “Investor”), for the purchase and sale of 4,166,667 shares of common s

July 19, 2023 EX-3.1

Articles of Amendment to Restated Articles of Incorporation of Solitario Resources Corp. (incorporated by reference to Exhibit 3.1 to Solitario’s Current Report on Form 8-K filed on July 19, 2023)

EXHIBIT 3.1

July 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2023. SOLITARIO RESOURCES CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organiza

June 30, 2023 EX-16.1

Letter from Plante & Moran PLLC dated as of June 29, 2023

EXHIBIT 16.1

June 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2023. SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organization)

June 21, 2023 EX-99.1

SOLITARIO VOTERS APPROVE NAME CHANGE TO SOLITARIO RESOURCES CORP AT ANNUAL MEETING HELD JUNE 20, 2023

EXHIBIT 99.1 SOLITARIO VOTERS APPROVE NAME CHANGE TO SOLITARIO RESOURCES CORP AT ANNUAL MEETING HELD JUNE 20, 2023 DENVER, CO – June 20, 2023 - Solitario Zinc Corp. (“Solitario”) (NYSE American: XPL; TSX: SLR) announces results of its Annual General Meeting of Shareholders at which holders of 35,017,204 shares of common stock or 55.04% of the total outstanding shares eligible to vote as of the rec

June 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023. SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organization)

May 5, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

April 28, 2023 DEF 14A

2023 Stock and Incentive Plan (incorporated by reference to Exhibit B of Appendix B to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 28, 2023)

DEF 14A 1 sodidef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

April 13, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 sodipre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

March 24, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2022 Transiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2022 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978

March 16, 2023 EX-21.1

Subsidiaries of Solitario Zinc Corp.

EXHIBIT 21.1 Subsidiaries of Solitario Zinc Corp. Solitario Zinc Corp. [Colorado] - Zazu Metals Corp. [Canada] (100%) - Zazu Metals (AK) Corp [USA – Alaska] (100% owned by Zazu Metals Corp.) - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] (100%)\ - Minera Bongará, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] (100%)

March 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2022 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO ZINC

March 16, 2023 EX-24.1

Power of Attorney

EX-24.1 4 sodiex241.htm EX-24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K fo

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

August 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

June 22, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2022. SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organization)

June 22, 2022 EX-99.1

VOTING RESULTS OF SOLITARIO ANNUAL MEETING HELD JUNE 21, 2022

EXHIBIT 99.1 VOTING RESULTS OF SOLITARIO ANNUAL MEETING HELD JUNE 21, 2022 DENVER, CO ? June 22nd, 2022 - Solitario Zinc Corp. (?Solitario?) (NYSE American: XPL; TSX: SLR) announces results of its Annual General Meeting of Shareholders at which holders of 33,396,907 shares of common stock or 51.56% of the total outstanding shares eligible to vote as of the record date were present in person or by

May 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

April 29, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 29, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 21, 2022 EX-99.1

Solitario Announces Appointment of New Director

EXHIBIT 99.1 Solitario Announces Appointment of New Director DENVER, CO ? April 20, 2022 - Solitario Zinc Corp. (?Solitario?) (NYSE American: XPL; TSX: SLR) is pleased to announce that the Solitario Board of Directors (the ?Board?) has appointed Ms. Debbie Mino-Austin to join the Board of Solitario and she will be added to the slate of Directors to stand for re-election at the forthcoming 2022 ann

April 21, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2022 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organization)

March 30, 2022 EX-95.1

Technical Report Summary for the Florida Canyon Project (incorporated by reference to Exhibit 96.1 to Solitario’s Form 10-K filed on March 30, 2022)

EXHIBIT 96.1 S-K 1300 Technical Report Summary Florida Canyon Zinc Project Amazonas Department, Peru Prepared for: Solitario Zinc Corp 4251 Kipling Street Suite 390 Wheat Ridge, CO 80033 Effective Date: February 1, 2021 Report Date: March 15, 2022 Prepared by: 200 Union Boulevard, Suite 440 Lakewood, CO 80228 Qualified Persons: Donald E. Hulse, P.E., SME-RM Sarah Milne, P.E., SME-RM Additional Aut

March 30, 2022 EX-21.1

Subsidiaries of Solitario Zinc Corp.

Exhibit 21.1 Subsidiaries of Solitario Zinc Corp. Solitario Zinc Corp. [Colorado] - Zazu Metals Corp. [Canada] (100%) - Zazu Metals (AK) Corp [USA ? Alaska] (100% owned by Zazu Metals Corp.) - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] (100%)\ - Minera Bongar?, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] (100%)

March 30, 2022 EX-24.1

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

March 30, 2022 EX-95.2

Technical Report Summary for the Lik Project (incorporated by reference to Exhibit 96.1 to Solitario’s Form 10-K filed on March 30, 2022)

S-K 1300 Technical Report Summary, Lik Project Northwest Arctic Borough, Alaska, USA Prepared for: Solitario Zinc Corp 4251 Kipling Street Suite 390 Wheat Ridge, CO 80033 Effective Date: December 31, 2021 Report Date: March 11, 2022 Prepared by: 200 Union Boulevard, Suite 440 Lakewood, CO 80228 Qualified Persons: Donald E.

March 30, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO ZINC

December 7, 2021 EX-99.1

SUBSCRIPTION AGREEMENT SOLITARIO ZINC CORP.

EXHIBIT 99.1 SUBSCRIPTION AGREEMENT SOLITARIO ZINC CORP. This SUBSCRIPTION AGREEMENT (this ?Agreement?), dated as of , 2021 is made by and between Solitario Zinc Corp., a Colorado corporation (the ?Company?), and the undersigned subscriber (the ?Subscriber?). The parties agree as follows: 1. SUBSCRIPTION a. The Subscriber hereby irrevocably subscribes for and agrees to purchase the number of share

December 7, 2021 EX-99.2

Solitario Closes $1,550,000 Non-Brokered Private Placement

EXHIBIT 99.2 Solitario Closes $1,550,000 Non-Brokered Private Placement DENVER, CO ? December 6th, 2021 - Solitario Zinc Corp. (?Solitario? or the ?Company?) (NYSE American: XPL; TSX: SLR) is pleased to announce that it has entered into agreements with investors for the purchase and sale of an aggregate of 3,100,000 shares of common stock of the Company (the ?Shares?), at a price of $0.50 per shar

December 7, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2021 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organizatio

December 3, 2021 424B5

3,100,000 Shares of Common Stock

Registration No. 333-249129 Filed Pursuant to Rule 424(b)(5) PROSPECTUS SUPPLEMENT (to Prospectus dated October 8, 2020) 3,100,000 Shares of Common Stock We are offering 3,100,000 shares of our common stock, par value $0.01 per share (the ?common stock?) to investors in a registered direct offering pursuant to this prospectus supplement, the accompanying prospectus and a subscription agreement wit

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q(Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q(Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITA

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

June 10, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2021. SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction ofincorporation or organization) 001-32978 (Commission

May 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021. SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction ofincorporation or organization) 001-32978 (CommissionF

May 28, 2021 EX-99.1

Solitario Amends Technical Report and Clarifies Technical Disclosure For Its Florida Canyon Zinc Project

Exhibit 99.1 Solitario Amends Technical Report and Clarifies Technical Disclosure For Its Florida Canyon Zinc Project DENVER, CO ? May 28, 2021 - Solitario Zinc Corp. (?Solitario? or the ?Company?) (NYSE American: XPL; TSX: SLR) announces that, as a result of a review by staff of the Ontario Securities Commission, the Company is issuing the following news release regarding its technical disclosure

May 6, 2021 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

April 28, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 23, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2021 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction ofincorporation or organization)

April 23, 2021 EX-3.1

Amended and Restated By-laws of Solitario Resources Corp. (incorporated by reference to Exhibit 3.1 to Solitario’s Form 8-K filed on April 23, 2021)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SOLITARIO ZINC CORP. (As of April 23, 2021) ARTICLE 1 OFFICES The principal office of the Corporation shall be located in the City of Wheat Ridge, County of Jefferson, Colorado. The Corporation may also have offices at such other places inside or outside the State of Colorado as the Board of Directors may from time to time determine or the business of the

April 8, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2021. SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction ofincorporation or organization)

April 8, 2021 EX-99.1

Solitario Files New NI 43-101 Technical Report for Its Florida Canyon Zinc Project Detailing a Significant Increase in Mineral Resources

Exhibit 99.1 Solitario Files New NI 43-101 Technical Report for Its Florida Canyon Zinc Project Detailing a Significant Increase in Mineral Resources DENVER, CO ? April 7, 2021 - Solitario Zinc Corp. (?Solitario?) (NYSE American: XPL; TSX: SLR) is pleased to announce that it has filed on SEDAR the independent NI 43-101 Technical Report (the ?Report?) detailing the updated Mineral Resource Estimate

March 5, 2021 EX-21.1

Subsidiaries of Solitario Zinc Corp.

Exhibit 21.1 Subsidiaries of Solitario Zinc Corp. Solitario Zinc Corp. [Colorado] - Zazu Metals Corp. [Canada] (100%) - Zazu Metals (AK) Corp [USA ? Alaska] (100% owned by Zazu Metals Corp.) - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] (100%)\ - Minera Bongar?, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] (100%)

March 5, 2021 10-K

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2020 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO ZINC CO

March 5, 2021 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

February 24, 2021 EX-99.1

Solitario Reports Significant Increase in Inferred Sulfide Resources For Its Florida Canyon Zinc Project

Exhibit 99.1 Solitario Reports Significant Increase in Inferred Sulfide Resources For Its Florida Canyon Zinc Project ● Inferred zinc-equivalent (“Zn-Eq”) sulfide resource up 105% from 2017 estimate. ● Inferred Zn-Eq sulfide-mixed-oxide resource estimate up 64% from 2017 estimate. ● Total contained metal - Measured and Indicated: 0.65 billion pounds Zn-Eq. ● Total contained metal – Inferred: 3.39

February 24, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2021 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction ofincorporation or organizatio

February 2, 2021 8-K

Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2021 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction ofincorporation or organization

February 2, 2021 EX-1.1

At The Market Offering Agreement between Solitario Zinc Corp. and H.C. Wainwright & Co., LLC, dated February 2, 2021 (incorporated by reference to Exhibit 1.1 to Soliario’s Form 8-K filed on February 2, 2021)

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT February 2, 2021 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: Solitario Zinc Corp., a corporation organized under the laws of the State of Colorado (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used

February 2, 2021 424B5

Up to $9,000,000 SOLITARIO ZINC CORP. Shares of Common Stock

Registration No. 333-249129 Filed Pursuant to Rule 424(b)(5) PROSPECTUS SUPPLEMENT (to Prospectus dated October 8, 2020) Up to $9,000,000 SOLITARIO ZINC CORP. Shares of Common Stock We have entered into an At The Market Offering Agreement, or the Offering Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, as agent. In accordance with the terms of the Offering Agreement, this prospectus sup

December 18, 2020 8-K

- CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2020 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction ofincorporation or organizatio

November 10, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 S

October 5, 2020 CORRESP

-

Solitario Zinc Corp 4251 Kipling St., Suite 390 Wheat Ridge, CO 80033 October 5, 2020 BY EDGAR United States Securities and Exchange Commission Attention: Karina Dorin Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Solitario Zinc Corp. Registration Statement on Form S-3 File No. 333-249129 Ladies and Gentlemen: The undersigned registrant hereby requests that the effe

September 29, 2020 S-3

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 29, 2020 Registration No.

September 29, 2020 EX-4.1

Form of Senior Debt Security (included in Exhibit 4.1 hereto)

Exhibit 4.1 SOLITARIO ZINC CORP. TO Trustee Indenture Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 10 SECTION 103. Form of Documents Delivered to Trustee 11 SECTION 104. Acts of Holders 11 SECTION 105. Notices, etc., to Trustee and C

September 29, 2020 EX-4.3

Form of Subordinated Debt Security (included in Exhibit 4.3 hereto)

Exhibit 4.3 SOLITARIO ZINC CORP. TO Trustee Indenture Dated as of , 20 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 11 SECTION 103. Form of Documents Delivered to Trustee 12 SECTION 104. Acts of Holders 13 SECTION 105. Notices, etc., to Trustee

July 29, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

June 18, 2020 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2020 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-32978 (Commission

May 1, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

May 1, 2020 10-Q/A

Quarterly Report - AMENDED QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

April 28, 2020 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 23, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2020 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organization)

April 23, 2020 EX-10.1

U.S. Small Business Administration NOTE

Exhibit 10.1 Certain identified information contained in this document, marked by brackets as [***], has been excluded because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. U.S. Small Business Administration NOTE SBA Loan # [***] SBA Loan Name Solitario Zinc Corp. Date April 22, 2020 Loan Amount $70,000.00 Interest Rate 1.00% Borr

March 12, 2020 10-K/A

XPL / Solitario Exploration & Royalty Corp. 10-K/A - Annual Report - AMENDED ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2019 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978

March 2, 2020 EX-10.7

PERFORMANCE LOAN AGREEMENT FOR FUNDING OF DRILLING PROGRAM

Exhibit 10-7 PERFORMANCE LOAN AGREEMENT FOR FUNDING OF DRILLING PROGRAM THIS PERFORMANCE LOAN AGREEMENT FOR FUNDING OF DRILLING PROGRAM (the “Agreement”) is made and entered into as of August 01, 2018, by and between Compañía Minera Milpo S.

March 2, 2020 EX-21.1

Subsidiaries of Solitario Zinc Corp.

Exhibit 21.1 Subsidiaries of Solitario Zinc Corp. Solitario Zinc Corp. [Colorado] - Zazu Metals Corp. [Canada] (100%) - Zazu Metals (AK) Corp [USA – Alaska] (100%) - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] (100%)\ - Minera Bongará, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] (100%)

March 2, 2020 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

March 2, 2020 EX-4.2

Description of Common Stock (incorporated by reference to Exhibit 4.2 to Solitario’s Form 10-K filed on March 2, 2020)

Exhibit 4.2 DESCRIPTION OF COMMON STOCK The following is a description of the rights of the common stock of Solitario Zinc Corp. (“Solitario” or the “Company”), related provisions of the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles”), and applicable Colorado law. This description is intended as a summary and is qualified in its entirety by, and should be read

March 2, 2020 10-K

XPL / Solitario Exploration & Royalty Corp. 10-K - Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2019 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO ZINC CO

December 6, 2019 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2019 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado 001-32978 84-1285791 (State or other jurisdiction of incorporation or organizatio

November 1, 2019 10-Q

XPL / Solitario Exploration & Royalty Corp. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

July 30, 2019 10-Q

XPL / Solitario Exploration & Royalty Corp. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITA

June 18, 2019 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2019 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-32978 (Commission

May 8, 2019 EX-10.1

PERFORMANCE LOAN AGREEMENT FOR FUNDING OF DRILLING PROGRAM

PERFORMANCE LOAN AGREEMENT FOR FUNDING OF DRILLING PROGRAM THIS PERFORMANCE LOAN AGREEMENT FOR FUNDING OF DRILLING PROGRAM (the “Agreement”) is made and entered into as of August 1, 2018, by and between Compañía Minera Milpo S.

May 8, 2019 EX-10.2

PURCHASE AND SALE AGREEMENT by and between SOLITARIO ZINC CORP., a Colorado corporation, as Seller, SILVERSTREAM SEZC, a Cayman Island Company, as Purchaser dated January 8, 2019

PURCHASE AND SALE AGREEMENT by and between SOLITARIO ZINC CORP., a Colorado corporation, as Seller, and SILVERSTREAM SEZC, a Cayman Island Company, as Purchaser dated January 8, 2019 1 List of Exhibits to Purchase and Sale Agreement Exhibit A – Properties included in Brazil Royalty Exhibit B – Properties included in Mexico Royalty Exhibit C – Properties included in Montana Royalties Exhibit D – Fo

May 8, 2019 10-Q

XPL / Solitario Exploration & Royalty Corp. 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

April 29, 2019 DEF 14A

XPL / Solitario Exploration & Royalty Corp. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 1, 2019 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

March 1, 2019 EX-21.1

Subsidiaries of Solitario Zinc Corp.

Exhibit 21.1 Exhibit 21.1 Subsidiaries of Solitario Zinc Corp. Solitario Zinc Corp. [Colorado] - Zazu Metals Corp. [Canada] (100%) - Zazu Metals (AK) Corp [USA – Alaska] (100%) - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] (100%)\ - Minera Bongará, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] (100%)

March 1, 2019 10-K

XPL / Solitario Exploration & Royalty Corp. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2018 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO ZINC CO

December 20, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2018 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-32978 (Commis

November 2, 2018 10-Q

XPL / Solitario Exploration & Royalty Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

October 3, 2018 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2018 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-32978 (Commissi

October 3, 2018 EX-16.1

October 4, 2018

EXHIBIT 16.1 October 4, 2018 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Solitario Zinc Corporation’s statements included under Item 4.01 of its Form 8-K filed on October 4, 2018, and we agree with such statements concerning our firm. /s/EKS&H LLLP EKS&H LLLP

August 1, 2018 10-Q

XPL / Solitario Exploration & Royalty Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITA

June 19, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2018 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-32978 (Commission

May 2, 2018 10-Q

XPL / Solitario Exploration & Royalty Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

April 30, 2018 EX-99.1

SOLITARIO RECEIVES $500,000 FOR ITS NON-PRODUCING YANACOCHA ROYALTY

Exhibit 99.1 April 27, 2018 SOLITARIO RECEIVES $500,000 FOR ITS NON-PRODUCING YANACOCHA ROYALTY Denver, Colorado: Solitario Zinc Corp. (“Solitario”) (NYSE American: XPL; TSX: SLR) is pleased to announce that it has sold, through its wholly owned subsidiary Minera Solitario Perú S.A.C., its non-producing Yanacocha royalty to Minera Los Tapados S.A., a wholly owned subsidiary of Newmont (“Newmont”)

April 30, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2018 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-32978 (Commissio

April 30, 2018 DEF 14A

XPL / Solitario Exploration & Royalty Corp. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 19, 2018 PRE 14A

XPL / Solitario Exploration & Royalty Corp. PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 10, 2018 S-8

XPL / Solitario Exploration & Royalty Corp. S-8

As filed with the Securities and Exchange Commission on April 10, 2018 Registration No.

March 14, 2018 10-K

XPL / Solitario Exploration & Royalty Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2017 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO ZINC CO

March 14, 2018 EX-21.1

Subsidiaries of Solitario Zinc Corp.

Exhibit 21.1 Subsidiaries of Solitario Zinc Corp. Solitario Zinc Corp. [Colorado] - Zazu Metals Corp. [Canada] (100%) - Zazu Metals (AK) Corp [USA – Alaska] (100%) - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] (100%)\ - Minera Bongará, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] (100%)

November 8, 2017 10-Q

XPL / Solitario Exploration & Royalty Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 S

November 8, 2017 EX-4.1

Form of Common Stock Certificate of Solitario Zinc Corp. (incorporated by reference to Exhibit 4.1 to Solitario’s Form 10-Q filed on November 8, 2017)

EXHIBIT 4.1 Stock certificate Solitario Zinc Corp. 1

September 5, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2017 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-32978 (Commis

August 8, 2017 EX-99.2

SOLITARIO ANNOUNCES ECONOMICS FROM ITS PRELIMINARY ECONOMIC ASSESSMENT FOR THE FLORIDA CANYON ZINC PROJECT, PERU

Exhibit 99.2 August 2, 2017 SOLITARIO ANNOUNCES ECONOMICS FROM ITS PRELIMINARY ECONOMIC ASSESSMENT FOR THE FLORIDA CANYON ZINC PROJECT, PERU Denver, Colorado: Solitario Zinc Corp. (?Solitario;? NYSE American: XPL; TSX: SLR) is pleased to announce results from its Preliminary Economic Assessment (?PEA?) for its high-grade Florida Canyon Zinc Project, formerly called the Bongar? Zinc Project. The pr

August 8, 2017 EX-99.1

Zn Eq

NI 43-101 Technical Report Preliminary Economic Assessment Florida Canyon Zinc Project Amazonas Department, Peru Effective Date: July 13, 2017 Report Date: August 3, 2017 Report Prepared for Votorantim Metais Holding S.

August 8, 2017 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2017 SOLITARIO ZINC COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2017 SOLITARIO ZINC CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-32978 (Commissio

July 27, 2017 10-Q

XPL / Solitario Exploration & Royalty Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITARIO

July 14, 2017 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2017 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-

July 14, 2017 EX-99.2

Solitario Exploration & Royalty Corp

Solitario Exploration & Royalty Corp PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 (Unaudited - Expressed in U.

July 14, 2017 EX-3.1

Articles of Amendment to Restated Articles of Incorporation of Solitario Zinc Corp. (incorporated by reference to Exhibit 3.1 to Solitario’s Current Report on Form 8-K filed on July 14, 2017)

EXHIBIT 3.1 Colorado Secretary of State Date and Time: 07/07/2017 01:34 PM Document must be filed electronically. ID Number: 19871594776 Paper documents are not accepted. Fees & forms are subject to change. Document number: 20171521906 For more information or to print copies Amount Paid: $25.00 of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Amendment fil

July 14, 2017 EX-99.3

Solitario Completes Acquisition of Zazu Metals and Its Interest in the Lik Zinc Project

July 13, 2017 Solitario Completes Acquisition of Zazu Metals and Its Interest in the Lik Zinc Project DENVER, COLORADO & VANCOUVER, BRITISH COLUMBIA - Solitario Exploration & Royalty Corp.

July 14, 2017 EX-99.1

ZAZU METALS CORPORATION Consolidated Financial Statements For the years ended December 31, 2016 and 2015 (in US dollars)

ZAZU METALS CORPORATION Consolidated Financial Statements For the years ended December 31, 2016 and 2015 (in US dollars) 1 March 30, 2017 Independent Auditor?s Report To the Shareholders of Zazu Metals Corporation We have audited the accompanying consolidated financial statements of Zazu Metals Corporation, which comprise the consolidated statements of financial position as at December 31, 2016 and December 31, 2015 and the consolidated statements of loss and comprehensive loss, changes in equity and cash flow for the years then ended, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

June 29, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2017 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-

June 29, 2017 EX-10.1

First Amendment to the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to Solitario’s Form 8-K filed on June 29, 2017)

FIRST AMENDMENT TO THE 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan This First Amendment (the ?First Amendment?) to the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (the ?Plan?) is made effective as of [, 2017] (the ?Amendment Effective Date?), by Solitario Exploration & Royalty Corp., a Colorado corporation (the ?Company?), subject to

June 20, 2017 EX-99.1

Solitario Exploration & Royalty Encourages Shareholders to Vote at June 29, 2017 Annual Meeting

Exhibit 99.1 June 20, 2017 Solitario Exploration & Royalty Encourages Shareholders to Vote at June 29, 2017 Annual Meeting DENVER, COLORADO & VANCOUVER, BRITISH COLUMBIA - Solitario Exploration & Royalty Corp. (NYSE MKT:XPL; TSX:SLR) ("Solitario") is encouraging Solitario shareholders to vote at its upcoming annual meeting of shareholders (the “Annual Meeting”) electronically, by mail or in person

June 20, 2017 EX-99.2

APPENDIX A

Exhibit 99.2 April 26, 2017 Solitario Exploration & Royalty Corp. 4251 Kipling Street, Suite 390 Wheat Ridge, CO USA 80033 To: The Board of Directors of Solitario Exploration & Royalty Corp. Mackie Research Capital Corporation (?MRCC?) understands that Solitario Exploration & Royalty Corp. (?Solitario? or the ?Company?) and Zazu Metals Corporation (?Zazu?) have entered into a definitive agreement

June 20, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2017 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-

May 24, 2017 DEF 14A

Solitario Exploration & Royalty 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 12, 2017 PRE 14A

Solitario Exploration & Royalty 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 1, 2017 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2017 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001

May 1, 2017 EX-2.1

ARRANGEMENT AGREEMENT Solitario Exploration & Royalty Corp. - and - ZAZU METALS CORPORATION

Execution Copy ARRANGEMENT AGREEMENT Solitario Exploration & Royalty Corp. - and - ZAZU METALS CORPORATION April 26, 2017 1 Article 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Currency 15 1.3 Interpretation Not Affected by Headings 15 1.4 Knowledge 16 1.5 Extended Meanings, Etc. 16 1.6 Date of any Action 16 1.7 Schedules 16 Article 2 THE ARRANGEMENT 17 2.1 The Arrangement 17 2.2 Implementation Steps

May 1, 2017 EX-4.1

CONVERTIBLE DEBENTURE ZAZU METALS CORPORATION

Certificate No. 2017-A1 CONVERTIBLE DEBENTURE OF ZAZU METALS CORPORATION 1 TABLE OF CONTENTS Article 1 INTERPRETATION 6 1.1 Definitions 6 1.2 Meaning of Outstanding 8 1.3 Non-Business Days 8 1.4 Currency 9 1.5 Headings 9 1.6 Governing Law 9 1.7 Singular, Gender, Legislation, Etc. 9 1.8 Severability 9 1.9 Binding Effect 9 1.10 Time 9 Article 2 The debenture 10 2.1 Indebtedness. 10 2.2 Calculation a

April 27, 2017 EX-99.1

Solitario Exploration & Royalty to Acquire Zazu Metals in Friendly Transaction

EXHIBIT 99.1 April 27, 2017 Solitario Exploration & Royalty to Acquire Zazu Metals in Friendly Transaction DENVER, COLORADO & VANCOUVER, BRITISH COLUMBIA - Solitario Exploration & Royalty Corp. (NYSE MKT:XPL; TSX:SLR) ("Solitario") and Zazu Metals Corporation (TSXV:ZAZ) ("Zazu") are pleased to announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") pur

April 27, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2017 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001

April 25, 2017 10-Q

Solitario Exploration & Royalty (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

April 25, 2017 10-K/A

Solitario Exploration & Royalty /A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2016 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978

March 13, 2017 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

March 13, 2017 EX-21.1

Subsidiaries of Solitario Exploration & Royalty Corp.

EX-21.1 2 exh21.htm SUBSIDIARIES OF SOLITARIO EXPLORATION ROYALTY CORP. Exhibit 21.1 Subsidiaries of Solitario Exploration & Royalty Corp. Solitario Exploration & Royalty Corp. [Colorado] - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] - Minera Bongará, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru]

March 13, 2017 10-K

Solitario Exploration & Royalty (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2016 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO EXPLORA

December 21, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2016 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization)

December 21, 2016 EX-99.1

Solitario Announces changes to its Board of Directors The Extension of its Stock Repurchase Program to December 31, 2017

EXHIBIT 99.1 December 21, 2016 Solitario Announces changes to its Board of Directors and The Extension of its Stock Repurchase Program to December 31, 2017 Denver, Colorado: Solitario Exploration & Royalty Corp. (?Solitario;? NYSE MKT: XPL; TSX: SLR) is pleased to announce today that its board of directors has appointed John Labate, age 67, to the board of directors. Mr. Labate was also appointed

November 14, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 11, 2016 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization)

November 7, 2016 10-Q

Solitario Exploration & Royalty (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 S

August 25, 2016 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2016 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 00

August 25, 2016 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2016 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 00

August 10, 2016 10-Q

Solitario Exploration & Royalty (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITA

June 14, 2016 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2016 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-

May 4, 2016 10-Q

Solitario Exploration & Royalty (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

April 28, 2016 DEF 14A

Solitario Exploration & Royalty 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 3, 2016 10-K

Solitario Exploration & Royalty (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2015 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO EXPLORA

March 3, 2016 EX-21.1

Subsidiaries of Solitario Exploration & Royalty Corp.

Exhibit 21.1 Subsidiaries of Solitario Exploration & Royalty Corp. Solitario Exploration & Royalty Corp. [Colorado] - Minera Chambara, S.A. [Peru] (85%) - Minera Solitario Peru, S.A. [Peru] - Minera Bongará, S.A. [Peru] (39%) - Minera Soloco, S.A. [Peru] - Minera Solitario Mexico, S.A. [Mexico]

March 3, 2016 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

November 25, 2015 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2015 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization)

November 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 S

October 30, 2015 EX-99.1

Solitario Announces Stock Repurchase Program and Provides 2015 Review and Outlook for 2016

October 28, 2015 Solitario Announces Stock Repurchase Program and Provides 2015 Review and Outlook for 2016 Denver, Colorado: Solitario Exploration & Royalty Corp.

October 30, 2015 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2015 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 0

September 22, 2015 EX-99.1

SOLITARIO EXPLORATION & ROYALTY CORP. UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEETS

EXHIBIT 99.1 Explanatory Notes to Unaudited Pro Forma Financial Statement Information On August 25, 2015 Solitario Exploration & Royalty Corp. (?Solitario?) and Ely Gold & Minerals Inc. (?Ely Gold?, and together with Solitario, the ?Sellers?) closed the previously announced transaction to sell their combined interests in Mt. Hamilton, LLC (?MH-LLC?) the owner of the Mt. Hamilton gold project to Wa

September 22, 2015 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2015 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation

August 28, 2015 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2015 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 00

August 17, 2015 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2015 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 00

August 11, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITA

August 10, 2015 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2015 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001

August 10, 2015 EX-10.1

31 July 2015

Exhibit 10.1 31 July 2015 Solitario Exploration & Royalty Corp. 4251 Kipling Street Suite 390, Wheat Ridge, Colorado 80033 United States of America (Borrower) Dear Sirs, SOLITARIO FACILITY AGREEMENT ? AMENDMENT LETTER We refer to the agreement titled ?Facility Agreement? dated 10 August 2012 between the Borrower, RMB Resources Inc. (Agent) and RMB Australia Holdings Limited (Financier) (the Facili

August 10, 2015 EX-99.1

SOLITARIO EXTENDS US$5.0 MILLION CREDIT FACILITY AGREEMENT WITH RMB AUSTRALIA HOLDINGS

Exhibit 99.1 August 6, 2015 SOLITARIO EXTENDS US$5.0 MILLION CREDIT FACILITY AGREEMENT WITH RMB AUSTRALIA HOLDINGS Denver, Colorado: Solitario Exploration & Royalty Corp. (?Solitario;? NYSE MKT: XPL; TSX: SLR) is pleased to announce that it has extended the expiry date of its US$5.0 million secured credit facility agreement (the ?Facility Agreement?) with RMB Australia Holdings Limited (?RMB?) dat

August 10, 2015 EX-10.2

FIRST amendment to WARRANT CERTIFICATE

Exhibit 10.2 FIRST amendment to WARRANT CERTIFICATE THIS FIRST AMENDMENT TO WARRANT CERTIFICATE (this ?Amendment?) is effective as of August 5, 2015, and is between RMB Australia Holdings Limited, a company incorporated under the laws of Australia (?RMB?), and Solitario Exploration & Royalty Corp., a Colorado corporation (?Solitario?). WHEREAS, on August 10, 2012, Solitario, RMB, and RMB Resources

July 20, 2015 DEF 14A

Solitario Exploration & Royalty 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

July 13, 2015 PRER14A

Solitario Exploration & Royalty 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

July 10, 2015 CORRESP

Solitario Exploration & Royalty ESP

July 10, 2015 Via EDGAR Securities and Exchange Commission ATTN: John Reynolds, Assistant Director Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4628 Re: Solitario Exploration & Royalty Corp.

June 15, 2015 PRE 14A

Solitario Exploration & Royalty 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 12, 2015 EX-10.1

MT. HAMILTON LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT SOLITARIO EXPLORATION & ROYALTY CORP. - and - DHI MINERALS (U.S.) LTD. - and - Ely Gold & Minerals Inc. - and - Waterton Nevada Splitter, LLC

Exhibit 10.1 MT. HAMILTON LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT SOLITARIO EXPLORATION & ROYALTY CORP. - and - DHI MINERALS (U.S.) LTD. - and - Ely Gold & Minerals Inc. - and - Waterton Nevada Splitter, LLC June 10, 2015 TABLE OF CONTENTS Article 1 INTERPRETATION 1.1 Defined Terms 2 1.2 Rules of Construction 11 1.3 Entire Agreement 12 1.4 Time of Essence 12 1.5 Governing Law; Submission to Jur

June 12, 2015 EX-10.3

June 10, 2015

Exhibit 10.3 June 10, 2015 Via Email Solitario Exploration & Royalty Corp. 4251 Kipling Street, Suite 390 Wheat Ridge, CO 80033 Attention: Mr. Chris Herald, CEO Dear Chris: Re: Mt. Hamilton LLC (?MHLLC?) - Operating Agreement - Consent and Waiver Solitario Exploration & Royalty Corp. (?Solitario?) has requested that Ely Gold & Minerals Inc. (?Ely Gold?) and its wholly-owned subsidiary, DHI Mineral

June 12, 2015 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2015 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-

June 12, 2015 EX-10.2

Summary OF Terms And Conditions for a Loan to be Made Available by the Lender to the Borrower (the "Loan")

Exhibit 10.2 June 10, 2015 Soltario Exploration & Royalty Corp. 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 80033 Ladies and Gentlemen: 1. Reference is made to a letter agreement dated May 6, 2015 (the "Letter Agreement") between Waterton Precious Metals Fund II Cayman, LP (the "Lender"), Ely Gold and Minerals Inc. ("Ely Gold") and Solitario Exploration and Royalty Corp. (the "Borrower")

June 11, 2015 EX-99.1

Solitario and Ely Gold Enter into Agreement to Sell their Interests in the Mt. Hamilton Gold Project for Total Consideration of US$30 Million

Exhibit 99.1 June 11, 2015 Solitario and Ely Gold Enter into Agreement to Sell their Interests in the Mt. Hamilton Gold Project for Total Consideration of US$30 Million Denver, Colorado: Solitario Exploration & Royalty Corp. (NYSE MKT: XPL; TSX: SLR) (?Solitario?) and Ely Gold & Minerals Inc. (TSX.V: ELY) (?Ely Gold?, and together with Solitario, the ?Sellers?) are pleased to announce that they ha

June 11, 2015 8-K

Solitario Exploration & Royalty (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2015 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-

May 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

March 30, 2015 EX-24.1

POWER OF ATTORNEY

EX-24.1 11 exh241.htm POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form

March 30, 2015 EX-21.1

Subsidiaries of Solitario Exploration & Royalty Corp.

Exhibit 21.1 Subsidiaries of Solitario Exploration & Royalty Corp. Solitario Exploration & Royalty Corp. [Colorado] - Altoro Gold Corp. [British Columbia, Canada] - Altoro Gold (BVI) Corp. [British Virgin Islands] - Minera Altoro (BVI) Ltd. [British Virgin Islands] - Minera Altoro Brazil (BVI) Corp. [British Virgin Islands] - Minera Chambara, S.A. [Peru] (85% in January 2015) - Minera Solitario Pe

March 30, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2014 or Transition report pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2014 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO EXPLORA

November 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 S

October 21, 2014 EX-99.2

SOLITARIO ANNOUNCES UPDATED MT. HAMILTON FEASIBILITY STUDY SIGNIFICANTLY HIGHER PRODUCTION, GRADE AND INCREASED RESOURCES

Exhibit 99.2 October 20, 2014 SOLITARIO ANNOUNCES UPDATED MT. HAMILTON FEASIBILITY STUDY SIGNIFICANTLY HIGHER PRODUCTION, GRADE AND INCREASED RESOURCES Denver, Colorado: Solitario Exploration & Royalty Corp. (“Solitario;” NYSE MKT: XPL; TSX: SLR) and Ely Gold & Minerals (“Ely Gold;” TSX.V: ELY) are pleased to announce the results of an updated Mt. Hamilton Feasibility Study (“2014 FS”) that focuse

October 21, 2014 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2014 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 0

October 21, 2014 EX-99.1

Calc. Head

NI 43-101 Technical Report Feasibility Study Mt. Hamilton Gold and Silver Project Centennial Deposit and Seligman Deposit White Pine County, Nevada Report Prepared for Mt. Hamilton LLC With Solitario Exploration & Royalty Corp. And Ely Gold Minerals Inc. Report Prepared by SRK Project Number 181700.100 Effective Date: August 14, 2014 (Re-statement of Reserves) Report Date: October 16, 2014 JBP/MLM

July 30, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITA

June 23, 2014 EX-99.2

SOLITARIO ANNOUNCES INITIAL RESOURCE ESTIMATE FOR ITS BONGARÁ ZINC PROJECT, PERU

Exhibit 99.2 June 23, 2014 SOLITARIO ANNOUNCES INITIAL RESOURCE ESTIMATE FOR ITS BONGARÁ ZINC PROJECT, PERU Denver, Colorado: Solitario Exploration & Royalty Corp. (“Solitario;” NYSE MKT: XPL; TSX: SLR) is pleased to announce the initial NI 43-101 compliant resource estimate for its high-grade Bongará zinc project in northern Peru. The Mineral Resource Statement and Technical Report was prepared o

June 23, 2014 EX-99.1

Appendix A: Certificates of Qualified Persons

NI 43-101 Technical Report Mineral Resources Bongará Zinc Project Amazonas Department, Peru Effective Date: June 05, 2014 Report Date: June 18, 2014 Report Prepared for Solitario Exploration and Royalty Corp.

June 23, 2014 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23 2014 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-3

June 17, 2014 8-K

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2014 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 001-

May 6, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLIT

May 1, 2014 CORRESP

-

SOLITARIO EXPLORATION & ROYALTY CORP. 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 80033 May 1, 2014 VIA FACSIMILE AND EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Adam Turk Facsimile: (703) 813-6982 Re: Solitario Exploration & Royalty Corp. Registration Statement on Form S-3 (Registration No. 333-194827) Pursuant to

April 29, 2014 DEF 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 22, 2014 S-3/A

-

As filed with the Securities and Exchange Commission on April 21, 2014. Registration Statement No. 333-194827 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact Name of Registrant as Specified in Its Charter) Colorado 84-1285791 (State or Other Juris

March 26, 2014 EX-4.1

Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS

TO Trustee Indenture Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101.

March 26, 2014 EX-4.3

SOLITARIO EXPLORATION & ROYALTY CORP. Dated as of , 20 Subordinated Debt Securities TABLE OF CONTENTS

Exhibit 4.3 SOLITARIO EXPLORATION & ROYALTY CORP. TO Trustee Indenture Dated as of , 20 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 11 SECTION 103. Form of Documents Delivered to Trustee 12 SECTION 104. Acts of Holders 13 SECTION 105. Notices,

March 26, 2014 S-3

-

As filed with the Securities and Exchange Commission on March , 2014. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact Name of Registrant as Specified in Its Charter) Colorado 84-1285791 (State or Other Jurisdiction of Incorporation or

March 7, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2013 or Transition report pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2013 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32978 SOLITARIO EXPLORA

March 7, 2014 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Maronick, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December

March 7, 2014 EX-21.1

SOLITARIO EXPLORATION & ROYALTY CORP. Schedule of Subsidiaries February 28, 2014

Exhibit 21.1 SOLITARIO EXPLORATION & ROYALTY CORP. Schedule of Subsidiaries February 28, 2014 Solitario Exploration & Royalty Corp. [Colorado] - Altoro Gold Corp. [British Columbia, Canada] - Altoro Gold (BVI) Corp. [British Virgin Islands] - Minera Altoro (BVI) Ltd. [British Virgin Islands] - Minera Andes (BVI) Corp. [British Virgin Islands] - Compañía Minera Andes del Sur S.A. [Bolivia] - Minera

March 3, 2014 EX-99.1

February 28, 2014 SOLITARIO ANNOUNCES CLOSING OF THE PREVIOUSLY ANNOUNCED $1,680,000 PRIVATE PLACEMENT

Exhibit 99.1 February 28, 2014 SOLITARIO ANNOUNCES CLOSING OF THE PREVIOUSLY ANNOUNCED $1,680,000 PRIVATE PLACEMENT Denver, Colorado: Solitario Exploration & Royalty Corp. (“Solitario;” NYSE MKT: XPL; TSX: SLR) announces that it has closed the previously announced private placement of 1,600,000 shares of common stock (the “Shares”) at US $1.05 per share for aggregate consideration of $1,680,000 (t

March 3, 2014 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2014 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization)

February 21, 2014 EX-99.1

February 21, 2014 SOLITARIO ANNOUNCES COMMITMENTS FOR $1,680,000 PRIVATE PLACEMENT

Exhibit 99.1 February 21, 2014 SOLITARIO ANNOUNCES COMMITMENTS FOR $1,680,000 PRIVATE PLACEMENT Denver, Colorado: Solitario Exploration & Royalty Corp. (“Solitario;” NYSE MKT: XPL; TSX: SLR) announces that it has received irrevocable commitments to purchase shares of Solitario common stock in a private placement conducted by Solitario (the “Offering”). Solitario received the first such commitment

February 21, 2014 8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2014 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization)

January 29, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2014 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 0

November 27, 2013 EX-99.2

ELY GOLD & MINERALS INC. PRIVATE PLACEMENT OF SHARES SOLITARIO EXPLORATION AND ROYALTY CORP. (NOVEMBER, 2013) INSTRUCTIONS TO SUBSCRIBER

Exhibit 99.2 ELY GOLD & MINERALS INC. PRIVATE PLACEMENT OF SHARES TO SOLITARIO EXPLORATION AND ROYALTY CORP. (NOVEMBER, 2013) INSTRUCTIONS TO SUBSCRIBER Instructions for All Subscribers 1. All Subscribers must complete all of the information required in the boxes of the attached Subscription Agreement on pages 1, 2 and 3, and sign where indicated with an “X” on page 1. Additional Instructions for

November 27, 2013 8-K

Entry into a Material Definitive Agreement -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2013 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization)

November 27, 2013 EX-99.1

November 22, 2013

Exhibit 99.1 November 22, 2013 Mr. Trey Wasser, President and CEO Ely Gold & Minerals Inc. 600-789 West Pender Street Vancouver, BC V6C 1H2 Canada Mr. Trey Wasser, Secretary/Treasurer DHI Minerals (U.S.) Ltd. 600-789 West Pender Street Vancouver, BC V6C 1H2 Canada Re: Modification of Obligations under Letter of Intent Dear Trey: This letter will confirm the agreement reached among Ely Gold & Miner

November 27, 2013 EX-99.3

SECOND AMENDMENT TO LLC OPERATING AGREEMENT

Exhibit 99.3 SECOND AMENDMENT TO LLC OPERATING AGREEMENT THIS SECOND AMENDMENT (the “Second Amendment”) to the Limited Liability Company Operating Agreement of Mt. Hamilton LLC is dated effective November 22, 2013, between its Members, DHI Minerals (U.S.) Ltd., a Nevada corporation (“DHI”), and Solitario Exploration & Royalty Corp., a Colorado corporation (“Solitario”). RECITALS A. DHI and Solitar

November 6, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 S

August 9, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-39278 SOLITA

August 1, 2013 S-8

-

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLITARIO EXPLORATION & ROYALTY CORP. (Exact Name of Registrant as Specified in Its Charter) Colorado 84-1285791 (State of incorporation) (I.R.S. Employer Identification No.) 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 80033 (303) 5

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