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): 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 organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 534-1030 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	XPL	NYSE American

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

On October 13, 2023, Solitario Resources Corp. (“Solitario”) effected a closing of a private offering of its common stock (the “Offering”). In total, Solitario received commitments to purchase, and then closed on the sale of, 8,631,818 shares of Solitario common stock in the Offering (the “Shares”) at US $0.55 per share for aggregate consideration of $4,747,500. The Offering was not underwritten by a broker, Solitario did not engage a placement agent for the Offering, and there were no underwriter discounts or commissions.

Solitario relied on the exemptions from registration set forth in Section 4(a)(2) under the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated thereunder, together with applicable exemptions under Canadian law, for the offer and sale of the Shares. In connection with such offers and sales Solitario: (i) did not engage in any public advertising or general solicitation in connection with the Offering; (ii) reasonably believed that each investor was sophisticated and an “accredited investor” and understood the risks of acquiring the Shares; and (iii) believed that each investor acquired the Shares for investment purposes. With respect to those investors who were not U.S. persons and such offers and sales were effected outside the United States, Solitario believes such offers and sales were also effected in accordance with Regulation S promulgated under the 1933 Act. No officers, directors or other affiliates of Solitario participated in the Offering. Investors in the Offering were provided certain registration rights with respect to the Shares they purchased in the Offering.

The closing of the Offering was subject to the filing of additional listing applications with the NYSE American Stock Exchange and the Toronto Stock Exchange, (collectively the “Exchanges”) with respect to the Shares and Solitario received the necessary approvals of the Exchanges to effect the closing.

Item 7.01 Regulation FD Disclosure

On October 16, 2023, Solitario issued a press release announcing the closing of the private placement. A copy of that press release is attached to this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by reference to such filing.

Item 9.01 Financial Statements and Exhibits

99.1	Press Release dated October 16, 2023
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

October 16, 2023

Solitario Resources Corp.
By:	/s/ James R. Maronick
	James R. Maronick, Chief Financial Officer

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EX-99.1

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$4,747,500 (the “Offering”). The Offering involved qualified non-US investors and was pursuant to one or more exemptions from registration under U.S., Canadian and other applicable law.

The Company did not engage an underwriter or placement agent for the Offering, and there were no underwriter discounts or commissions or placement agent fees, and no warrants were issued. The net proceeds of the Offering will be used to advance the Company’s exploration activities at its core projects and for general corporate purposes.

Chris Herald, President and CEO of Solitario, stated: “This financing significantly enhances our existing cash and marketable securities balance to approximately US$9.5 million and allows us to more rapidly advance and fund our core exploration projects in 2024.”

Additional information regarding the private placement will be included in one or more reports to be filed by the Company with the Securities and Exchange Commission, and this press release is subject to the further detail provided in such reports.

The offer and sale of the foregoing securities were made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable Canadian and state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable Canadian and state securities laws.

About Solitario

Solitario is a natural resource exploration company focused on high-quality Tier-1 gold and zinc exploration projects. The Company is traded on the NYSE American (“XPL”) and on the Toronto Stock Exchange (“SLR”). In addition to its advanced Florida Canyon and Lik joint venture zinc projects, Solitario owns a 100% interest in the 33,000-acre Golden Crest gold project in South Dakota. Additional information about Solitario is available online at www.solitarioxr.com.

Solitario has a long history of responsible Environmental, Social and Corporate Governance (“ESG”) of its business. We realize ESG issues are also important to investors, employees, and all stakeholders, including communities in which we work. We are committed to conducting our business in an ESG responsible manner. Importantly, we select joint venture partners that not only value the importance of ESG issues in the conduct of their business on our joint venture projects but are leaders in this important industry segment.

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This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

For More Information Please Contact:

Chris Herald, President and CEO

Solitario Resources Corp.

Tel. 303-534-1030 ext. 14

Cautionary Statement Regarding Forward Looking Information

This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934, and as defined in the United States Private Securities Litigation Reform Act of 1995 (and the equivalent under Canadian securities laws), that are intended to be covered by the safe harbor created by such sections. Forward-looking statements are statements that are not historical facts. They are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and address activities, events or developments that Solitario expects or anticipates will or may occur in the future, and are based on current expectations and assumptions. Forward-looking statements involve numerous risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Such forward-looking statements include, without limitation, statements regarding the Company’s expectation of the projected timing and outcome of engineering studies; expectations regarding the receipt of all necessary permits and approvals to implement an exploration plan, if any, at any of its mineral properties. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, risks relating to risks that Solitario’s and its joint venture partners’ exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of zinc, gold, lead and silver; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; availability of outside contractors, and other activities; uncertainties relating to obtaining approvals and permits from governmental regulatory authorities; the possibility that environmental laws and regulations will change over time and become even more restrictive; and availability and timing of capital for financing the Company’s exploration and development activities, including uncertainty of being able to raise capital on favorable terms or at all; risks relating to the impacts of Covid-19 or similar variants; as well as those factors discussed in Solitario’s filings with the U.S. Securities and Exchange Commission (the “SEC”) including Solitario’s latest Annual Report on Form 10-K and its other SEC filings (and Canadian filings) including, without limitation, its latest Quarterly Report on Form 10-Q. The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

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XML

Cover	Oct. 13, 2023
Cover [Abstract]
Entity Registrant Name	SOLITARIO RESOURCES CORP.
Entity Central Index Key	0000917225
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Oct. 13, 2023
Entity File Number	001-32978
Entity Incorporation State Country Code	CO
Entity Tax Identification Number	84-1285791
Entity Address Address Line 1	4251 Kipling Street
Entity Address City Or Town	Wheat Ridge
Entity Address State Or Province	CO
Entity Address Postal Zip Code	80033
City Area Code	303
Local Phone Number	534-1030
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	XPL
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Address Address Line 2	Suite 390