SOLITARIO RESOURCES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Significant Accounting Policies

Business and company formation

Solitario Resources Corp. (“Solitario,” or the “Company”) is an exploration stage company as defined by rules issued by the United States Securities and Exchange Commission (“SEC”). Solitario was incorporated in the state of Colorado on November 15, 1984 as a wholly owned subsidiary of Crown Resources Corporation. In July 1994, Solitario became a publicly traded company on the Toronto Stock Exchange through its initial public offering. Solitario has been actively involved in mineral exploration since 1993. Solitario’s primary business is to acquire exploration mineral properties or royalties and/or discover economic deposits on its mineral properties and advance these deposits, either on its own or through joint ventures, up to the development stage. At or prior to development, Solitario would likely attempt to sell its mineral properties, pursue their development either independently or through a joint venture with a partner that has expertise in mining operations, or create a royalty with a third party that would continue to advance the property. Solitario has never developed a property. Solitario is primarily focused on the exploration of its precious metal, zinc and other base metal exploration mineral properties. In addition, Solitario evaluates new mineral properties for potential acquisition, and from time-to-time evaluates potential strategic transactions for the acquisition of new precious and base metal properties and assets with exploration potential or business combinations that Solitario determines to be favorable.

Solitario has recorded revenue in the past from the sale of mineral properties, including the sale of certain mineral royalties. Revenues and / or proceeds from the sale or joint venture of properties or assets, although potentially significant when they occur, have not been a consistent annual source of cash and would only occur in the future, if at all, on an infrequent basis.

Solitario currently considers its carried interest in the Florida Canyon zinc project in Peru (the “Florida Canyon project”), its interest in the Lik zinc project in Alaska (the “Lik project”), and its Golden Crest project in South Dakota (the “Golden Crest project”) to be its core mineral property assets. Nexa Resources, Ltd. (“Nexa”), Solitario’s joint venture partner, is continuing the exploration and furtherance of the Florida Canyon project and Solitario is monitoring progress at the Florida Canyon project. Solitario is working with its 50% joint venture partner in the Lik project, Teck American Incorporated, a wholly owned subsidiary of Teck Resources Limited (both companies are referred to as “Teck”), to further the exploration and evaluate potential development plans for the Lik project. In addition, Solitario has two early-stage projects, the Cat Creek project in Colorado (the “Cat Creek project”) and the Bright Angel project in Colorado (the “Bright Angel project”). Solitario is conducting mineral exploration on its Golden Crest project, the Cat Creek project and the Bright Angel project on its own.

Solitario anticipates using its cash and short-term investments, in part, to fund costs and activities to further the exploration of its core mineral projects, the Florida Canyon project, Lik project and Golden Crest project, as well as its Cat Creek and Bright Angel projects, and to potentially acquire additional mineral property assets. The fluctuations in precious metal and other commodity prices contribute to a challenging environment for mineral exploration and development, which has created opportunities as well as challenges for the potential acquisition of early-stage and advanced mineral exploration projects or other related assets at potentially attractive terms.

The accompanying interim condensed consolidated financial statements of Solitario for the three and nine months ended September 30, 2026 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”). They do not include all disclosures required by generally accepted accounting principles for annual financial statements, but in the opinion of management, include all adjustments necessary for a fair statement of the interim results as presented. Interim results are not necessarily indicative of results which may be achieved in the future or for the full year ending December 31, 2026.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto which are included in Solitario’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 5, 2026 (the “2025 Annual Report”). The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated financial statements, except as modified for appropriate interim financial statement presentation.

Adopted accounting pronouncements

There have been no new proposed or adopted accounting pronouncements applicable to Solitario since those described in the Company’s 2025 Annual Report.

Risks and Uncertainties

Solitario is subject to various risks and uncertainties that are specific to the nature of its business and the exploration of its mineral properties. Solitario also faces various macro-economic risks and uncertainties, such as risks related to health epidemics, pandemics, and other outbreaks or resurgences of communicable diseases, the occurrence of natural disasters, geopolitical tensions and instability, acts of war or terrorism, global economic uncertainty, inflationary pressures, interest rate volatility, and volatility and disruption in national and international financial markets. These risks and uncertainties could significantly disrupt Solitario’s operations and may materially and adversely affect its business and financial condition. Certain of these risks and uncertainties are discussed under the heading “Risk Factors” in Item 1A of our 2025 Annual Report and generally identified under the heading “Forward-Looking Statements.”

Financial reporting

The condensed consolidated financial statements include the accounts of Solitario and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles and are expressed in US dollars.

Cash equivalents

Cash equivalents include investments in highly liquid money-market securities with original maturities of three months or less when purchased. As of September 30, 2026, $37,000 of Solitario’s cash is held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation rules for the United States.

Money market funds

Solitario invests in money market funds that seek to maintain a stable net asset value. These funds invest in high-quality, short-term, diversified money market instruments, short-term treasury bills, federal agency securities, certificates of deposits, and commercial paper. Solitario includes its money market funds in short-term investments. Solitario believes the redemption value of these funds is likely to be the fair value, which is represented by the net asset value. Redemption is permitted daily without written notice. At September 30, 2026 Solitario’s money market funds of $6,850,000 are included in short-term investments.

Segment reporting

Solitario operates as a single operating segment in accordance with FASB ASU 2023-07 Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures.All financial information is presented on a consolidated basis and reviewed by Solitario’s Chief Executive Officer as the Chief Operating Decision Maker (“CODM”). The CODM uses consolidated net loss, as presented in the condensed consolidated statement of operations, to assess segment performance and allocate resources. The measure of segment assets is reported on the balance sheet as total consolidated assets.

Earnings per share

The calculation of basic and diluted earnings (loss) per share is based on the weighted average number of shares of outstanding common stock during the three and nine months ended September 30, 2026 and 2025. Potentially dilutive shares related to outstanding common stock options of 5,065,000 and 5,565,000, respectively, for the three and nine months ended September 30, 2026 and outstanding common stock options of 4,320,000 and 5,348,500, respectively, for the three and nine months ended September 30, 2025 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

2. Mineral Properties

The following table details Solitario’s capitalized mineral properties:

Solitario's mineral properties at September 30, 2026 and December 31, 2025 consist of use rights related to its exploration properties. The amounts capitalized as mineral properties include initial concession and lease or option acquisition costs. None of Solitario’s exploration properties have production (are operating) or have established proven or probable reserves. Solitario's mineral properties represent interests in properties that Solitario believes have exploration and development potential.

Exploration expense

The following items comprise exploration expense:

Asset Retirement Obligation and Reclamation Liabilities

Solitario recorded an asset retirement obligation of $125,000 upon the acquisition of its interest in the Lik project for Solitario’s estimated reclamation cost of the existing disturbance at the Lik project. This disturbance consists of an exploration camp including certain drill sites and access roads at the camp. The estimate was based upon estimated cash costs for reclamation as determined by Solitario and its joint venture partner, Teck, and is supported by a permitting bond required by the State of Alaska, for which Solitario has retained a reclamation bond insurance policy in the event Solitario or Teck do not complete required reclamation.

Solitario has not applied a discount rate to the recorded asset retirement obligation as the estimated time frame for reclamation is not currently known, as completion of reclamation is not expected to occur until the end of the related project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time. Additionally, no depreciation will be recorded on the related asset for the asset retirement obligation until the Lik project goes into operation, which cannot be assured.

As of September 30, 2026 and December 31, 2025, Solitario has no reclamation liability at its Florida Canyon project as Nexa is responsible for the costs at the Florida Canyon project, including reclamation, if any. In addition, the activities to date at Solitario’s Bright Angel project of staking claims and mapping, soil and rock sampling, and assaying have not created any material environmental or other disturbances.

Solitario also has been involved in certain remediation matters concerning its drilling programs since 2024 through September 30, 2026 regarding its Golden Crest and Cat Creek projects. Generally, the bulk of remediation at the Golden Crest and Cat Creek projects associated with Solitario’s drilling programs is currently, and has been, carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites remaining as of September 30, 2026. Solitario recorded a reclamation liability of $30,000 and $20,000, respectively, in asset retirement and reclamation liabilities at September 30, 2026 and December 31, 2025 related to the drilling on its Golden Crest and Cat Creek projects.

3. Marketable Equity Securities

Solitario's investments in marketable equity securities are carried at fair value, which is based upon quoted prices of the securities owned. The cost of marketable equity securities sold is determined by the specific identification method. Changes in fair value are recorded in the condensed consolidated statement of operations.

At September 30, 2026 and December 31, 2025, Solitario owned the following marketable equity securities:

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

The following table represents changes in marketable equity securities:

The following table represents the realized and unrealized (loss) gain on marketable equity securities:

There were no sales of marketable equity securities during the three months ended September 30, 2026. During the nine months ended September 30, 2026, Solitario sold 44,300 shares of its holdings of Vox Royalty Corp (“Vox Royalty”) common stock for gross proceeds of $270,000 and recorded a gain on sale of $175,000.

During the nine months ended September 30, 2025, Solitario sold its holdings of 100,000 shares of Kinross Gold Corp (“Kinross”) common stock for gross proceeds of $1,401,000, which was netted by the settlement of $403,000 to close out its $10.00 Kinross covered call covering all 100,000 shares of Kinross previously held by Solitario, which had a May 16, 2025 settlement date, resulting in net proceeds of $998,000, after fees and commissions. Solitario recorded a gain on sale of $1,319,000 on the date of sale. See also Note 7 “Derivative Instruments” below. Also, during the three and nine months ended September 30, 2025, Solitario sold 30,000 shares and 64,055 shares, respectively, of its Vox Royalty common shares for proceeds of $124,000 and $230,000, respectively, and recorded a gain on sale of $60,000 and $92,000, respectively, on the date of sale.

4. Leases

Solitario leased one facility, its Wheat Ridge, Colorado office, that had a term of more than one year (the “WR Lease”). The WR Lease was classified as an operating lease which terminated on February 28, 2026. There is no remaining lease asset or lease liability related to the WR Lease at September 30, 2026. At December 31, 2025, the right-of-use office lease asset for the WR Lease was classified as other long-term assets and the related liability as current operating lease liabilities in the condensed consolidated balance sheet. The amortization of right-of-use lease asset expense was recognized over the lease term, with variable lease payments recognized in the period those payments were incurred.

During the three and nine months ended September 30, 2026 cash lease payments of $nil and $7,000, respectively, were made on the WR Lease. During the three and nine months ended September 30, 2025, cash lease payments of $12,000 and $34,000, respectively, were made on the WR Lease. During the three and nine months ended September 30, 2026, Solitario recognized $nil and $7,000, respectively, of non-cash amortization of right-of-use lease asset expense for the WR Lease included in general and administrative expense. During the three and nine months ended September 30, 2025, Solitario recognized $10,000 and $30,000, respectively, of non-cash amortization of right of use lease asset expense for the WR Lease included in general and administrative expense. These cash payments, less imputed interest for each period, reduced the related liability on the WR Lease. The discount rate within the WR Lease was not determinable and Solitario applied a discount rate of 7% based upon Solitario’s estimate of its cost of capital to determine the asset and liability upon the extension of the WR lease during 2023.

5 Other Assets

Other assets consisted of the following items:

6. Fair Value of Financial Instruments

During the three and nine months ended September 30, 2026 and 2025, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.

The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of September 30, 2026:

The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of December 31, 2025:

7. Derivative Instruments

From time-to-time Solitario sold covered call options against its prior holdings of shares of common stock of Kinross that were included in its marketable equity securities. The business purpose of selling covered calls was to provide additional income on a limited portion of shares of Kinross that Solitario may sell in the near term, which is generally defined as less than one year and any changes in the fair value of its covered calls are recognized in the statement of operations in the period of the change.

Solitario has no derivative instruments outstanding at September 30, 2026 and December 31, 2025. During the nine months ended September 30, 2025, Solitario recorded a loss on derivative instruments of $336,000 related to its Kinross calls. Solitario settled its Kinross calls in May 2025, upon the sale of its holdings of Kinross.

8. Income Taxes

Solitario accounts for income taxes in accordance with ASC 740Income Taxes. Under ASC 740, income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A valuation allowance is provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

During the three and nine months ended September 30, 2026 Solitario recorded income tax expense of $54,000 included in general and administrative expense and recorded current income taxes payable included in accounts payable of $54,000 related to its sales of Vox Royalty stock discussed above in Note 3 “Marketable Equity Securities” during 2025 and 2026. For income tax purposes, Vox Royalty, a Canadian royalty company, has been classified as a Passive Foreign Investment Corporation (PFIC). As a result of this classification, the sales of the shares of Vox Royalty resulted in a 21% PFIC tax on the realized gains of Vox Royalty sales, plus accrued interest. The tax amounts were recorded as a tax return true-up for the 2025 sales as current tax payable in 2026 and a current tax payable in 2026 for the 2026 sales.

At both September 30, 2026 and December 31, 2025, a valuation allowance was recorded, which fully offsets Solitario’s net deferred tax assets, because it is more likely than not that the Company will not realize some portion or all of its deferred tax assets. The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that the deferred tax assets can be realized prior to their expiration. During the three and nine months ended September 30, 2026 and 2025, Solitario recorded no deferred tax expense.

9. Commitments and contingencies

At September 30, 2026 and December 31, 2025, Solitario has recorded an asset retirement and reclamation liability obligation of $155,000, related to its Lik, Golden Crest and Cat Creek projects. See Note 2 “Mineral Properties,” above.

10. Employee Stock Compensation Plans

2013 Plan:

On June 18, 2013, Solitario’s shareholders approved the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan, as amended (the “2013 Plan”), which expired in April 2023. Under the terms of the 2013 Plan, a total of 5,750,000 shares of Solitario common stock were reserved for awards to directors, officers, employees and consultants. The 2013 Plan permitted the Board of Directors of the Company (the “Board of Directors”) or a committee appointed by the Board of Directors to grant awards in the form of stock options, stock appreciation rights, restricted stock, and restricted stock units. The 2013 Plan has expired, and no additional awards may be granted under the 2013 Plan, although awards made prior to the 2013 Plan’s expiration will remain outstanding in accordance with their terms.

There were options outstanding under the 2013 Plan to acquire 1,655,000 and 1,965,000 shares, respectively, of Solitario common stock at September 30, 2026 and December 31, 2025. All of the options outstanding at September 30, 2026 were vested and exercisable, with an exercise price of $0.60 per share. As of September 30, 2026, the outstanding stock options under the 2013 Plan have no intrinsic value and a weighted average life of 0.94 years. No options were exercised during the three months ended September 30, 2026. During the nine months ended September 30, 2026, options for 90,000 shares, granted under the 2013 Plan, were exercised with exercise prices between $0.67 and $0.69 for net proceeds of $61,000 and had an intrinsic value of $13,000 on the date of exercise. In addition, during the nine months ended September 30, 2026, options granted under the 2013 Plan for 50,000 shares expired unexercised. During the three and nine months ended September 30, 2026, options for 170,000 shares with an exercise price of $0.60 were forfeited. No options under the 2013 Plan were exercised during the three months ended September 30, 2025. During the nine months ended September 30, 2025, options previously granted under the 2013 Plan for 1,028,500 shares were exercised with an exercise price of $0.20 per share for proceeds of $206,000 and had an intrinsic value of $437,000 on the date of exercise.

2023 Plan:

On June 20, 2023, Solitario’s shareholders approved the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”). Under the terms of the 2023 Plan, a total of 5,000,000 shares of Solitario common stock are reserved for awards to directors, officers, employees and consultants. Awards may take the form of stock options, stock appreciation rights, restricted stock and restricted stock units. The terms and conditions of the awards are pursuant to the 2023 Plan and are granted by the Board of Directors or a committee appointed by the Board of Directors. The 2023 Plan has a term of 10 years.

As of September 30, 2026 and December 31, 2025, there were options outstanding under the 2023 Plan to acquire 3,410,000 and 3,600,000 shares, respectively, of Solitario common stock. Of these, as of September 30, 2026 and December 31, 2025, there were options that are vested and exercisable to acquire 1,787,500 and 1,412,500 shares, respectively, of Solitario common stock, with exercise prices between $0.51 and $0.85 per share. As of September 30, 2026, the outstanding stock options under the 2023 Plan have an intrinsic value of $4,000 and a weighted average life of 3.36 years. During the three and nine months ended September 30, 2026 and 2025, Solitario did not grant any awards under the 2023 Plan and no options were exercised or expired under the 2023 Plan. During the three and nine months ended September 30, 2026 options for 190,000 shares were forfeited with exercise prices between $0.63 and $0.85 per share.

Stock-based compensation expense

During the three and nine months ended September 30, 2026, Solitario recorded stock-based compensation expense of $94,000 and $261,000, respectively, included in general and administrative expense. During the three and nine months ended September 30, 2025, Solitario recorded stock-based compensation expense of $113,000 and $364,000, respectively, included in general and administrative expense. At September 30, 2026, the total unrecognized stock-based compensation expense related to non-vested options was $470,000 and is expected to be recognized over a period of 20 months.

11. Shareholders’ Equity

Shareholders’ Equity for the three and nine months ended September 30, 2026:

Shareholders’ Equity for the three and nine months ended September 30, 2025:

At the Market Offering Agreement

On December 19, 2023, Solitario entered into an amendment to its at-the-market offering agreement that was originally entered into in 2021 (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which Solitario may, from time to time, issue and sell shares of Solitario’s common stock through Wainwright as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $10.0 million (the “ATM Program”). The common stock is distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under the ATM Program may vary between purchasers and during the period of distribution. The ATM Agreement provides that Wainwright is entitled to a commission rate of 3.0% of the gross sales price per share of common stock sold.

During the three months ended September 30, 2026, Solitario did not sell any shares under the ATM program. During the nine months ended September 30, 2026 Solitario sold 3,387,944 shares of Solitario common stock under the ATM program at an average price of $0.78 per share for net proceeds of $2,647,000 after commissions and other expenses. During the three and nine months ended September 30, 2025, Solitario sold an aggregate of 572,013 shares and 719,080 shares, respectively, of common stock under the ATM Agreement at an average price of $0.76 per share and $0.75 per share, respectively, for net proceeds of $418,000 and $512,000, respectively, after commissions and sale expenses.

Private Placements

On September 2, 2026, Solitario closed on a private placement of 135,750 shares of Solitario common stock, pursuant to a Stock Purchase Agreement (the “SPA”) with Newmont Overseas Exploration Ltd. (“Newmont”), at a price of $0.86 per share for net proceeds of $103,000 after certain legal and regulatory expenses of $14,000.

On May 13, 2026, Solitario closed on a private placement of 305,195 shares of Solitario common stock, pursuant to the SPA with Newmont, for a price of $0.77 per share for net proceeds of $228,000 after certain legal and regulatory expenses of $7,000.

In June 2025, Solitario closed on a private placement of 1,587,300 shares of Solitario common stock, pursuant to the SPA with Newmont, for a price of $0.63 per share for net proceeds of $980,000 after certain legal and regulatory expenses of $20,000.

In June 2025, Solitario closed on a private placement of 5,555,555 shares of its common stock at a price of $0.63 per share for net proceeds of $3,431,000 after certain legal and regulatory expenses of $69,000.