SOLITARIO RESOURCES CORP
For the period ended Dec 31, 2023. Filed Mar 22, 2024.
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FY2023 · Filed Mar 22, 2024
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SOLITARIO RESOURCES CORP. | |
|---|---|
| By: | /s/ James R. Maronick |
| James R. Maronick Chief Financial Officer | |
| Date: March 21, 2024 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Christopher E. Herald | ||
| Christopher E. Herald, Chief Executive Officer | Principal Executive Officer and Director | March 21, 2024 |
| /s/ James R. Maronick | ||
| James R. Maronick, Chief Financial Officer | Principal Financial and Accounting Officer | March 21, 2024 |
| /s/ John Labate | ||
| John Labate | ||
| /s/ Brian Labadie | A majority of the | March 21, 2024 |
| Brian Labadie | Board of Directors | |
| /s/ James Hesketh | ||
| James Hesketh | ||
| /s/ Gil Atzmon | ||
| Gil Atzmon | ||
| /s/ Debbie Austin | ||
| Debbie Austin | ||
| /s/ Joshua D. Crumb | ||
| Joshua D. Crumb | ||
| Company Name | |
|---|---|
| By: | /s/ James R. Maronick |
| James R. Maronick, Attorney-in-fact | |
INDEX TO EXHIBITS
| Description | |
|---|---|
| 3.1 | Amended and Restated Articles of Incorporation of Solitario Exploration & Royalty Corp., as Amended (incorporated by reference to Exhibit 3.1 to Solitario’s Form 10-Q filed on August 10, 2010) |
| 3.1.1 | 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) |
| 3.1.2 | 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) |
| 3.2 | Amended and Restated By-laws of Solitario Resources Corp., as amended (incorporated by reference to Exhibit 3.1 to Solitario’s Form 8-K filed on April 23, 2021) |
| 4.1 | Form of Common Stock Certificate of Solitario Resources Corp. (incorporated by reference to Exhibit 4.1 to Solitario’s Form 10-Q filed on August 9, 2023) |
| 4.2 | Description of Common Stock (incorporated by reference to Exhibit 4.2 to Solitario’s Form 10-K filed on March 2, 2020) |
| 10.1# | 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to Solitario’s Form 8-K filed on June 20, 2013) |
| 10.2# | Change in Control Severance Benefits Agreement between Solitario Resources Corporation and Christopher E. Herald, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.1 to Solitario's Form 8-K filed on March 14, 2007) |
| 10.3# | Change in Control Severance Benefits Agreement between Solitario Resources Corporation and James R. Maronick, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.2 to Solitario's Form 8-K filed on March 14, 2007) |
| 10.4# | Change in Control Severance Benefits Agreement between Solitario Resources Corporation and Walter W. Hunt, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.3 to Solitario's Form 8-K filed on March 14, 2007) |
| 10.5 | Framework Agreement for the Exploration and Development of Potential Mining Properties, related to Solitario's 100% owned Florida Canyon project in Peru between Minera Florida Canyon S.A., Minera Solitario Peru S.A.C., Solitario Resources Corporation, and Votorantim Metais – Cajamarquilla S.A., dated March 24, 2007 (incorporated by reference to Exhibit 10.2 to Solitario's Form 8-K filed on October 4, 2007) |
| 10.6# | 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) |
| 10.7# | 2023 Stock and Incentive Plan (incorporated by reference to Appendix B to Solitaro’s definitive proxy statement on Schedule 14A filed with the SEC on April 28, 2023) |
| 10.8* | Form of Award Agreement for the 2023 Solitario Stock and Incentive Plan |
| 10.9 | At The Market Offering Agreement between Solitario Resources Corp. and H.C. Wainwright & Co., LLC, dated February 2, 2021 (incorporated by reference to Solitario’s Form 8-K filed on February 2, 2021) |
| 10.10 | Amendment to At the Market Offering Agreement between Solitario Resources Corp. and H.C. Wainwright & Co., LLC, dated December 19, 2023(incorporated by reference to Exhibit 1.2 to Solitario’s Form S-3 Amendment No. 1 filed on December 20, 2023) |
| 10.11 | 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) |
| 10.12 | 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) |
| 10.13* | Mining Lease Between Golden Crest II, LLC and Solitario Resources Corp., dated May 27, 2021 |
| 14.1 | Code of Ethics for the Chief Executive Officer and Senior Financial Officer (incorporated by reference to Exhibit 99.1 to Solitario's Form 8-K filed on July 18, 2006) |
| 19.1* | Solitario Resources Corp. Confidentiality and Insider Trading Policy |
| 21.1* | Subsidiaries of Solitario Resources Corp. |
| 23.1* | Consent of Plante & Moran, PLLC |
| 23.2* | Consent of Assure CPA, LLC |
| 24.1* | Power of Attorney |
| 31.1* | Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 96.1 | 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) |
| 96.2 | 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) |
| 97* | Solitario Resources Corp. Compensation Recoupment Policy, effective October 2, 2023 |
| 101* | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) Condensed Consolidated Statements of Operations for the years ended December 31, 2023 and 2022, (iii) Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022; and (iv) Notes to the Condensed Unaudited Consolidated Financial Statements. |
- Filed herewith
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