8-K - XPL - Equibles

UNITED STATESSECURITIES 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
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(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

4251 Kipling Street, Suite 390Wheat 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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 8.01 Other Events

Effective December 3, 2021, Solitario Zinc Corp. (the “Company”) 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 share (the “Offering”). The Company did not engage an underwriter or placement agent for the Offering, and therefore there were no underwriter discounts or commissions or placement agent fees. The proceeds of the Offering will be used for additional working capital for general corporate purposes.

The sale of the Shares was made through a subscription agreement between the Company and each respective investor. The Shares were offered and sold pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-249129), which was initially filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2020 and declared effective by the SEC on October 8, 2020. The Company filed a prospectus supplement, dated December 1, 2021, with the SEC in connection with the sale of the securities in the Offering.

The three executive officers of the Company each participated in the Offering, purchasing 50,000 Shares each, on the same terms as the other investors. The Offering was unanimously approved by the Company’s Board of Directors and was also unanimously approved by the Audit Committee of the Board of Directors.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed or furnished with this report:

Exhibit Number	Description of Exhibit
5.1	Opinion of Polsinelli PC regarding legality of the Shares
23.1	Consent of Polsinelli PC (included in Exhibit 5.1)
99.1	Form of Subscription Agreement
99.2	Press release dated December 6, 2021

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.

December 6, 2021

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

xpl_ex51.htm EXHIBIT 5.1

<br> <br>1401 Lawrence Street, Suite 2300 Denver, CO 80202 · (303) 572-9300

December 6, 2021

Board of Directors

Solitario Zinc Corp.

4251 Kipling St. Suite 390

Wheat Ridge, CO 80033

Ladies and Gentlemen:

We are acting as counsel to Solitario Zinc Corp., a Colorado corporation (the “Company”), in connection with the public offering of up to 3,100,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) pursuant to a prospectus supplement dated December 1, 2021 and the accompanying base prospectus dated October 8, 2020 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-249129) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including electronic copies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Colorado Business Corporation Act, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance of the Shares pursuant to the terms of the respective subscription agreements by and between the Company and each purchaser of the Shares, and (ii) receipt by the Company of the consideration for the Shares specified therein, the Shares will be validly issued, fully paid, and nonassessable.

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,
/s/ Polsinelli PC

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xpl_ex991.htm 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 shares of common stock of the Company, par value $0.01 per share (the “Shares”) as set out on the signature page of this Agreement at a price of $0.50per Share (such subscription and agreement to purchase being the “Subscription”), for the total subscription price as set out on the signature page of this Agreement (the “Subscription Proceeds”), which Subscription Proceeds are tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein. The Shares being offered and sold to as part of a best efforts offering whereby the Company is seeking to raise up to $2,000,000 through the offer and sale of up to shares of Company common stock (the “Offering”). The Company will use the funds raised in the Offering for general working capital purposes.

b. The Company hereby agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Shares. Subject to the terms hereof, the Agreement will be effective upon its acceptance by the Company. This Offering is not subject to any minimum.

c. Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States of America.

d. A registration statement on Form S-3 (File No. 333-249129), including a form of prospectus and prospectus supplement (together, the “Prospectus”), covering the registration of the offer and sale of the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder and has been filed with the Commission.

PAYMENT.

a. The Subscription Proceeds must be deposited with the Company on or before _______________, 2021, accompany this Agreement. Failure to deposit the Subscription Proceeds does not relieve the Subscriber of the obligations under this Agreement.

b. The Subscriber acknowledges and agrees that this Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held by the Company. In the event that this Agreement is not accepted by the Company for whatever reason within 30 days of the delivery of an executed Agreement by the Subscriber, this Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Agreement without interest or deduction.

c. When the Subscription Proceeds are paid to the Company, the Company may treat the Subscription Proceeds as a non-interest bearing loan and may use the Subscription Proceeds prior to this Agreement being accepted by the Company.

d. The Subscriber must complete, sign and return to the Company an executed copy of this Agreement.

e. The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, and applicable law or that are deemed advisable or necessary by the Company in its reasonable discretion.

CLOSING. Closing of the purchase and sale of the Shares shall occur on or before ______________, 2021 or on such other date as may be determined by the Company in its sole discretion (the “Closing Date”). The Subscriber acknowledges that Shares may be issued to other subscribers under this offering (the “Offering”) before or after the Closing Date. The Company, may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder) to complete delivery of the Shares to such subscriber(s) against payment therefore at any time on or prior to the Closing Date.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Subscriber that the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to carry on its business as proposed to be conducted and to issue the Shares to the Subscriber.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER. The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing Date indefinitely) that, as of the date hereof and as of the Closing Date:

a. Authorization. It has the full power and authority to enter into this Agreement, and (assuming due execution by the Company and the other parties to such agreements) such agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms.

b. Disclosure of Information. Prior to the time of purchase of any Shares, the Subscriber received a copy of this Agreement. The Subscriber has reviewed this Agreement and has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify the Subscriber’s understanding of the terms thereof and of the Company’s business and status thereof. The Subscriber acknowledges that no officer, director, attorney, broker-dealer, placement agent, finder or other person affiliated with the Company has given the Subscriber any information or made any representations, oral or written, other than as expressly provided in this Agreement, on which the Subscriber has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. The Subscriber acknowledges and agrees that this Agreement contains all representations and warranties made by the Company to the Subscriber in connection with the offering, sale and purchase of the Shares.

c. Investment Experience. The Subscriber understands that the purchase of the Shares involves substantial risk. It acknowledges that it can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its investment in the Shares. The Subscriber also represents it has not been organized for the purpose of acquiring the Shares.

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d. Risks. The Subscriber recognizes an investment in the Shares involves a significant degree of risk (including those set forth in the Disclosure Documents) and understands such risks.

e. SEC Reports. The Subscriber acknowledges that it has had access to and has reviewed the following (collectively, the “Disclosure Documents”): (i) the Prospectus; (ii) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including, without limitation, the section captioned “Risk Factors” regarding risk factors associated with an investment in the Company, (iii) the Company’s Quarterly Reports on Form 10-Q for the quarters ended March, 2021, June 30, 2021, and September 30, 2021, and (iv) the Company’s Current Reports on Form 8-K filed since January 1, 2021, including, in each case, any amendments thereto, all as filed with the SEC. In making this investment, the Subscriber has not relied upon any information not included in the Disclosure Documents or this Agreement, and the Subscriber has not relied upon any representations or warranties made by the Company, any other director or officer thereof, except as expressly set forth in this Agreement.

f. Consultation With Own Attorney. The Subscriber has been advised to consult with its own attorney and other financial and tax advisers regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and has done so, to the extent such Subscriber considers necessary.

g. Tax Consequences. The Subscriber acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to the Subscriber of an investment in the Company. The Subscriber has relied solely upon its own advisers with respect to the tax consequences of this investment.

h. Information Provided by Subscriber. All information which the Subscriber has provided to the Company concerning the Subscriber, its financial position and its knowledge of financial and business matters is truthful, accurate, correct, and complete as of the date set forth herein and shall be as of the Closing Date. Subscriber undertakes to promptly inform the Company of any changes in such information or any inaccuracy in the representations and warranties made by Subscriber herein arising prior to the Closing Date.

i. Patriot Act. All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 (collectively referred as the “Patriot Act”) are incorporated into this Section. The Subscriber and each and every Person affiliated with such Subscriber is: (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (as used in this Section only, the “Annex”); (ii) in full compliance with the requirements of the Patriot Act and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (iii) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; and (iv) not listed as a Specially Designated Terrorist or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act.

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INDEMNIFICATION. The Subscriber agrees to indemnify and hold harmless the Company and its subsidiaries, as well as the respective officers, directors, and each other person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) (the “Indemnified Liabilities”) arising out of or based upon any allegedly false representation or warranty or breach of or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. To the extent that the foregoing undertaking by the Subscriber may be unenforceable for any reason, the Subscriber shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The indemnity and contribution agreements contained in this Section shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) the consummation of the sale or successive resales of the Shares.
MISCELLANEOUS.

a. Successors and Assigns . Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under, or by reason of, this Agreement, except as expressly provided in this Agreement.

b. Governing Law and Jurisdiction . This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Colorado, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Colorado or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Colorado. Each of the Company and Subscriber hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Colorado, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement.

c. Counterparts and Facsimile Signatures . This Agreement may be executed manually or by facsimile or electronic signature and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

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d. Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

e. Notices . Except as otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (i) when hand delivered to the other party, (ii) when received by facsimile at the address and number for such party set forth on the signature page hereto, or (iii) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth on the signature page below, with next business day delivery guaranteed. A party may change or supplement its addresses for the purposes of receiving notice pursuant to this Section by giving the other parties written notice of the new address in the manner set forth above.

f. Finder’s Fee . Subscriber agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a brokers’ fee, finders’ fee or similar compensation (and the costs and expenses of defending against such liability or asserted liability) for which Subscriber or any of its officers, partners, employees or representatives is responsible.

g. Expenses . Each of Subscriber and the Company shall bear its own fees and expenses in connection with this transaction. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party as determined specifically by the court shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

h. Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Subscriber.

i. Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

j. Further Assurances . The Company and the Subscriber shall take all further actions and execute and deliver all further documents that are reasonably be required to effect the transactions contemplated by this Agreement.

k. Entire Agreement . This Agreement constitutes the entire agreement and understanding among the parties hereto and supersede all prior and contemporaneous negotiations and agreements between the parties regarding the subject matter hereof, whether oral or written.

l. Publicity. Except as may be required by applicable law, including U.S. federal securities laws, none of the parties hereto shall issue a publicity release or announcement or otherwise make a public disclosure concerning this Agreement or the transactions contemplated hereby, without prior approval by the other parties hereto. Notwithstanding the foregoing, the Company shall be entitled to issue press release(s) regarding such transactions upon the Closing Date, so long as the release omits the name of the Subscriber.

m. Independent Counsel . Subscriber confirms that either he or it has consulted with separate legal counsel or has determined of his or its free will not to obtain such separate representation. Subscriber acknowledges that legal counsel for the Company has not represented Subscriber in connection with this Agreement, the Shares, or the transactions contemplated hereby or thereby. Legal counsel for the Company is an intended third party beneficiary of this provision.

[Signatures appear on following page.]

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SOLITARIO ZINC CORP.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned Subscriber, by signing and returning this signature page, irrevocably commits to the purchase of the number of shares of Common Stock set forth below, subject to the terms and conditions of this Subscription Agreement and hereby delivers to the Company, by wire transfer or check made payable to “Solitario Zinc Corp.” the Subscription Proceeds. The undersigned Subscriber further understands and agrees that while it is irrevocably committed to purchase the number of shares of Common Stock subscribed for hereby, subject to the terms and conditions of this Subscription Agreement, the Company may reject this subscription, in whole or in part, for any reason and refund to the undersigned Subscriber all or any portion of the Subscription Proceeds, without deduction or interest.

PURCHASER:

Number of Shares	________________
Cash Purchase Price	US$_____________

Forms of Ownership. Please indicate the form of ownership you desire for the Common Stock.

_____ Individual (one signature required)

_____ Joint Tenants with right survivorship (both parties must sign)

_____ Tenants in common (both parties must sign)

_____ Community Property (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest is held in both names)

_____ Corporation or Limited Liability Company (signature of authorized party or parties)

_____ Partnership (signature of general partner and additional signatures if required by partnership agreement)

_____ Trust (signature of trustee and additional signatories if required by trust instrument)

Please PRINT the exact name(s) (registration) in which the Shares are to be held.

ACCEPTED BY COMPANY:

Accepted this _____ day of ____________, 2021.

______________________________________

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SIGNATURE BY INDIVIDUAL SUBSCRIBERS

Signature	Signature
Social Security Number	Social Security Number
Print or Type Name	Print or Type Name
Executed at:	Executed at:
City Country Zip	City Country Zip
This _____ day of _________________, 2021	This _____ day of _______________, 2021

SIGNATURE BY CORPORATION, PARTNERSHIP OR TRUST

On Next Page

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SIGNATURE BY CORPORATION,

PARTNERSHIP OR TRUST SUBSCRIBERS

______________________________________________________________________________

Name of Corporation, Partnership or Trust (Please Print or Type)

By: __________________________________________________

Signature of Authorized Agent

Title: _________________________________________________

Taxpayer Identification No.: ________________________________

Executed at:

_____________________________________________________

City Country Zip

This _____ day of _________________, 2021

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xpl_ex992.htm 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 share (the “Offering”). The Company did not engage an underwriter or placement agent for the Offering, and therefore there were no underwriter discounts or commissions or placement agent fees. No shares purchase warrants were issued in connection with the Offering. The net proceeds of the Offering will be used for additional working capital and general corporate purposes.

The three executive officers of the Company participated in the Offering, purchasing 50,000 Shares each, on the same terms as the other investors. The Offering was unanimously approved by the Company’s Board of Directors and the insider participation was also unanimously approved by the Audit Committee of the Board of Directors.

Chris Herald, President and CEO of Solitario, stated: “This financing was done to enhance our existing cash and marketable equity securities balance, which is now approximately $7.0 million, as well as to demonstrate the confidence we have in our projects, especially at our Golden Crest Project, where we have collected and reported multi-gram gold samples in the shadow of a +70-million-ounce gold district. Solitario intends to move forward with more advanced exploration efforts at Golden Crest, including a drill program for 2022, pending completion of permitting. We firmly believe that the Golden Crest project could emerge into one of the most important greenfield exploration projects in North America.”

About Solitario

Solitario is an emerging zinc and gold exploration and development company traded on the NYSE American (“XPL”) and on the Toronto Stock Exchange (“SLR”). In addition to its Golden Crest project, Solitario holds 50% joint venture interest (Teck Resources 50%) in the high-grade, open-pittable Lik zinc deposit in Alaska and a 39% joint venture interest (Nexa Resources holds the remaining 61% interest) on the high-grade Florida Canyon zinc project in Peru. Solitario’s Management and Directors hold approximately 9.2% (excluding options) of the Company’s 62.0 million shares outstanding. Additional information about Solitario is available online at www.solitariozinc.com.

For More Information Please Contact:

Valerie Kimball<br> <br>Director – Investor Relations<br> <br>(720) 933-1150<br> <br>(800) 229-6827	Christopher E. Herald<br> <br>President & CEO<br> <br>(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 fact. 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 a number of 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. 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, 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; 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.