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): May 28, 2021.

 

SOLITARIO ZINC CORP.

(Exact name of registrant as specified in its charter)

 

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

(Address of principal executive offices)

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. ☐

 

 

 

On May 28, 2021, Solitario Zinc Corp. (“Solitario”) issued a press release announcing the filing of an amended technical report for its Florida Canyon zinc project located in Peru. A copy of the press release is attached to this report as Exhibit 99.1. The complete copy of the report is available on Sedar under Solitario’s profile.

 

The information furnished under this Item 7.01, including the exhibits, 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 of 1933, except as shall be expressly set forth by reference to such filing.

 

 

 

 

Cautionary Note to U.S. Investors concerning Estimates of Measured, Indicated and Inferred Resources

 

The press release furnished herewith has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Canadian reporting requirements for disclosure of mineral properties are governed by the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects. For this reason, information contained in the press release containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

 

Cautionary Statement Regarding Forward-Looking Statements

 

With the exception of historical matters, the matters discussed in the press release include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Factors that could cause actual results to differ materially from projections or estimates include, among others, metal prices, economic and market conditions, operating costs, and receipt of working capital, as well as other factors described in our Annual Report on Form 10-K for the year ended December 31, 2020, and other filings with the United States Securities and Exchange Commission. Most of these factors are beyond Solitario’s ability to predict or control. Solitario disclaims any obligation to update any forward-looking statement made in the press release, whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

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.

 

 

	SOLITARIO ZINC CORP
May 28, 2021	By:	/s/ James R. Maronick
		James R. Maronick
		Chief Financial Officer

 

 

 

 

Solitario Amends Technical Report and Clarifies Technical Disclosure For Its Florida Canyon Zinc Project

 

DENVER, CO – May 28, 2021 - Solitario Zinc Corp. (“Solitario” or the “Company”) (NYSE American: XPL; TSX: SLR) announces that, as a result of a review by staff of the Ontario Securities Commission, the Company is issuing the following news release regarding its technical disclosures made with respect to the Florida Canyon Project in Peru.

 

On April 7, 2021, the Company filed on Sedar “NI 43-101 Technical Report on Resources Florida Canyon Project, Amazonas Department, Peru (“2021 Technical Report”).” Subsequent to that filing, the Company referred to technical information contained in its previously issued 2017 “NI 43-101 Technical Report Preliminary Economic Assessment Florida Canyon Zinc Project Amazonas Department, Peru (“2017 PEA”)” in a news release dated April 7, 2021., on its website related to the Florida Canyon project and a corporate presentation (PDAC Virtual Conference) made on March 8, 2021. The 2021 Technical Report did not incorporate certain required disclosure information from the 2017 PEA to allow the Company to refer to the 2017 PEA. The Company has amended the 2021 Technical Report to include all such information required from the 2017 PEA to allow the Company to refer to information contained in the 2017 PEA on its website and in corporate presentations. The resource estimates from the 2021 Technical Report did not change as a result of this amendment.

 

In addition, the Company posted a video on its website on March 6, 2021 and information on slide 7 in a corporate presentation (PDAC Virtual Conference) made March 8, 2021, that contained information from an internal analysis concerning mine life and cash flows that are not supported by a technical report and should not be relied upon. For this reason, the Company is retracting all references to this internal study.

 

Information contained within this release is approved by Mr. Walt Hunt, COO for Solitario Zinc Corp., who is a qualified person as defined by National Instrument 43-101.

 

About Solitario

 

Solitario is an emerging zinc exploration and development company traded on the NYSE American (“XPL”) and on the Toronto Stock Exchange (“SLR”). Solitario holds 50% joint venture interest 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 recently acquired the early-stage Gold Coin property in Arizona that has potential to host gold mineralization. Solitario’s Management and Directors hold approximately 9.6% (excluding options) of the Company’s 58.4 million shares outstanding. Solitario’s cash balance and marketable securities stand at approximately US$7.6 million. Additional information about Solitario is available online at www.solitariozinc.com

 

FOR MORE INFORMATION ABOUT SOLITARIO, CONTACT:

 

Valerie Kimball Director – Investor Relations (720) 933-1150 (800) 229-6827

Christopher E. Herald President & 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 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. 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 Lik or Florida Canyon; the potential for confirming, upgrading and expanding zinc, lead and silver mineralized material; future operating and capital cost estimates may indicate that the stated resources may not be economic; estimates of zinc, lead and silver grades of resources provided are predicted and actual mining grade could be substantially lower; estimates of recovery rates for could be lower than estimated for establishing the cutoff grade; and other statements that are not historical facts could vary significantly from assumptions made in the Resources Estimate. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Although Solitario management believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. 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.