XPL 8-K
Solitario Resources Corp. (XPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation or organization) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
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 |
|
|
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 1.01 Entry Into a Material Definitive Agreement
Effective June 18, 2025, Solitario Resources Corp. (the “Company”) and Newmont Overseas Exploration Ltd (“Newmont”), a wholly owned subsidiary of Newmont Corporation closed upon the purchase and sale of 1,587,300 shares of Company common stock for $999,999. This represented a follow-on investment by Newmont, and through this transaction Newmont increased its ownership in the Company to an approximate 9.4% interest. The purchase and sale of the shares was effected in accordance with a Stock Purchase Agreement (“SPA”) between the parties.
The Company made certain customary representations, warranties, and covenants in the SPA. The SPA is not intended to provide any other factual information about the Company. In addition, in the SPA, Newmont made various representations and warranties, including that Newmont purchased the shares for its own account and that Newmont is an accredited investor. The representations, warranties, and covenants contained in the SPA were made only for purposes of the SPA including the allocation of risk between the parties thereto, and as of specific dates, were solely for the benefit of the parties to the SPA, and may be subject to limitations agreed upon by the parties thereto.
As previously disclosed, in July 2023 the Company and Newmont entered into an Investor Rights Agreement (the “Rights Agreement”) affording certain rights including with respect to future transactions that may arise related to the Company’s Golden Crest Properties (as identified in the Rights Agreement). Effective upon closing on the purchase and sale of the shares identified above, the parties amended the Rights Agreement through an Amended and Restated Investor Rights Agreement (the “A&R Agreement”). The A&R Agreement served to amend certain terms of the Rights Agreement, including to (i) define the term “Golden Crest Properties” to also include a two kilometer area of interest surrounding the properties, (ii) provide Newmont a right of first refusal with respect to certain transactions, such as a sale or joint venture, involving the Golden Crest Properties (whereas the original Rights Agreement granted Newmont a right of first offer with respect to the those prospective transactions), and (iii) create a technical committee with respect to the Golden Crest Properties comprised of two members appointed by Newmont and two members appointed by the Company, with such committee to serve solely as an advisory committee without the authority to bind the Company. Otherwise, the A&R Agreement did not serve to materially amend the terms of the Rights Agreement, and, instead served to restate other material terms.
The Company expects to utilize the proceeds from the sale of the shares to Newmont to fund anticipated exploration activities and expenses related to its Golden Crest, Lik, and Florida Canyon projects, as well as for general corporate purposes.
A copy of the SPA is filed with this report as Exhibit 10.1 and the summary of the SPA in this report is qualified by reference to that exhibit. A copy of the Rights Agreement is filed with this report as Exhibit 10.2 and the summary of the Rights Agreement in this report is qualified by reference to that exhibit.
Item 3.02 Unregistered Sales of Equity Securities
In addition to the shares of common stock sold to Newmont pursuant to the SPA described above, on June 18, 2025, the Company closed on a concurrent private placement of its common stock involving a single third-party investor (the “Offering”). That investor agreed to purchase 5,555,555 shares of Company common stock. The Offering was not underwritten by a broker, the Company did not engage a placement agent for the Offering, and there were no underwriter discounts or commissions.
The shares of Company common stock sold in the Offering, and those sold to Newmont pursuant to the SPA, were sold at US $0.63 per share. The per share sales price was calculated based on the prior 90-day volume weighted average price of the Company’s common stock.
As it relates to the Offering, and the shares of Company common stock offered and sold to Newmont pursuant to the SPA, the Company relied on the exemptions from registration set forth in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder. In connection with such offers and sales the Company: (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 shares of Company common stock; and (iii) believed that each investor acquired the shares for investment purposes. No officers, directors or other affiliates of the Company participated in the Offering or the investment by Newmont.
| 2 |
The closing of the Offering and the investment by Newmont 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 of Company common stock offered and sold, and the Company received the necessary approvals of the Exchanges to effect the closing.
Item 8.01 Other Events
On June 20, 2025, the Company issued a press release announcing the investment from Newmont and the closing of the Offering. A copy of that press release is attached to this report as Exhibit 99.1.
The information furnished under this Item 8.01, 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
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
104 |
| Cover Page Interactive Data File (embedded with the Inline XBRL document) |
| 3 |
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.
June 20, 2025
Solitario Resources Corp. |
| ||
|
|
|
|
| By: | /s/ James R. Maronick |
|
|
| James R. Maronick, Chief Financial Officer |
|
| 4 |
EXHIBIT 10.1
EXHIBIT 10.2
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 total gross proceeds of US$4.5 million (together, the “Offering”). One of the investors is Newmont Overseas Exploration Ltd. (“Newmont”), a wholly-owned subsidiary of Newmont Corporation. Newmont is an existing Solitario shareholder having made prior strategic investments in Solitario, including its August 2023 investment. The second investor is Wexford Capital Partners (“Wexford”), a private investment firm.
Newmont Financing
Newmont purchased 1,587,300 shares of the Company’s common stock at a price of $0.63 per share through a stock purchase agreement between the Company and Newmont. With this new approximately $1.0 million investment, Newmont now holds a total of 8,453,967 shares of the Company, or a 9.40% interest.
In connection with this new investment, the Company and Newmont amended the Investor Rights Agreement previously entered into by the parties in 2023 to grant Newmont certain additional investor rights.
Wexford Financing
As part of the Offering, Wexford purchased 5,555,555 shares of common stock of the Company through a stock purchase agreement at a price of US$0.63 per share for proceeds of US$3.5 million to Solitario. Wexford now holds approximately a 6.2% interest in Solitario.
Chris Herald, President and CEO of Solitario, stated: “We are delighted to welcome Wexford Capital to our growing list of institutional ownership. With Solitario’s current cash position in excess of US$9.0 million, we now have the funding to conduct follow-up drilling not only on the existing Golden Crest Plan of Operations, but also the Ponderosa Plan of Operations, when approved. Drilling has been initiated on the Golden Crest project and we look forward to reporting progress throughout the remainder of the year”
The Company did not engage an underwriter or registered placement agent for the Offering, and there were no underwriter discounts or commissions or placement agent fees. 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. Additional information regarding the Offering will be included in one or more reports to be filed by the Company with the Securities and Exchange Commission and Canadian regulatory agencies, and this press release is subject to the further detail provided in such reports.
| 1 |
The offer and sale of the foregoing securities were made in transactions 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 or Canada 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 projects. The Company’s common stock is traded on the NYSE American (“XPL”) and on the Toronto Stock Exchange (“SLR”). In addition to its Florida Canyon and Lik joint venture projects, Solitario owns a 100% interest in the 36,000-acre Golden Crest gold project in South Dakota. At Golden Crest, Solitario has discovered over fifteen areas with potential gold mineralization at surface and is currently permitting a drilling program to test for gold in the sub-surface. Solitario’s Management and Directors hold approximately 8.61% (excluding options) of the Company’s 89.96 million shares outstanding. Solitario’s cash balance stands at approximately US$9.0 million. Additional information about Solitario is available online at www.solitarioxr.com.
For More Information Please Contact:
| Christopher Herald, President and CEO | 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 a mining 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; as well as those factors discussed in Solitario’s filings and reports 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.
| 2 |