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2020
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| Colorado 4251 Kipling St. Suite 390, Wheat Ridge, (303) | 84-1285791 |
| YES ☒ | NO ☐ |
| YES ☒ | NO ☐ |
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer reporting company) ☐ | Smaller reporting company ☒ | Emerging Growth Company ☐ |
| YES ☐ | NO ☒ |
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Item 1Financial Statements | 3 | |||
Item 2Management's Discussion and Analysis of Financial | ||||
| Condition and Results of Operations | 14 | |||
Item 3 Quantitative and Qualitative Disclosures About Market Risk | 18 | |||
Item 4 Controls and Procedures | 18 | |||
Item 1Legal Proceedings | 19 | |||
Item | 19 | |||
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds | 19 | |||
Item 3Defaults Upon Senior Securities | 19 | |||
Item | 19 | |||
Item 5 Other Information | 19 | |||
Item | 19 | |||
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economic uncertainty associated with these risks. See Item 1A “Risk Factors” below. securities; and (v) the collectability of the SilverStream Note (as defined below). supporting documentation prepared by a mining expert (the “qualified person”). The SEC Modernization Rules will require the Company to obtain a dated and signed technical report summary from the qualified person identifying and summarizing the information reviewed and conclusions reached by the qualified person(s) about the mineral resources or reserves for each mineral property. The Company is currently evaluating the requirements under the SEC Modernization Rules and has not determined what effect adoption will have on its consolidated financial statements and disclosures. 2019: 2020: 2019: potential. 2019 2020. 2019, however these expenditures may be impacted by the effects of the COVID-19 pandemic, as discussed above. In addition we hold 100,000 shares of Kinross, which decreased from a fair value of $474,000 at December 31, 2019 to a fair value of $398,000 at March 31, 2020, the combination of which accounted for the bulk of the unrealized loss on marketable equity securities during the quarter ended March 31, 2020. 2020. remainder of 2020 depending on cash needs and market conditions. 2020. 2019. 2019.PARTItem(in thousands of U.S. dollars, March 31, December 31, except share and per share amounts) 2019 2018 (unaudited) Assets Current assets: Cash and cash equivalents $ 538 $ 117 Short-term investments 9,595 10,223 Investments in marketable equity securities, at fair value 1,259 1,585 Prepaid expenses and other 436 211 Total current assets 11,828 12,136 Mineral properties 15,617 15,657 Other assets 176 110 Total assets $ 27,621 $ 27,903 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 692 $ 688 Operating lease liability 38 — Total current liabilities 730 688 Long-term liabilities Asset retirement obligation – Lik 125 125 Operating lease liability 38 — Total long-term liabilities 163 125 Commitments and contingencies Equity: Shareholders’ equity: Preferred stock, $0.01 par value, authorized 10,000,000
shares (none issued and outstanding at March 31, 2019 and
December 31, 2018) — — Common stock, $0.01 par value, authorized 100,000,000 shares
(58,143,566 and 58,171,466 shares, respectively, issued
and outstanding at March 31, 2019 and December 31, 2018) 582 582 Additional paid-in capital 69,952 69,873 Accumulated deficit (43,806 ) (43,365 ) Total shareholders’ equity 26,728 27,090 Total liabilities and shareholders’ equity $ 27,621 $ 27,903 (in thousands of U.S. dollars, except share and per share amounts) Current assets: Cash and cash equivalents Short-term investments Investments in marketable equity securities, at fair value SilverStream note receivable Prepaid expenses and other Total current assets Mineral properties Other assets Total assets Current liabilities: Accounts payable Kinross call option Total current liabilities Long-term liabilities Asset retirement obligation – Lik Total long-term liabilities Commitments and contingencies Equity: Shareholders’ equity: Preferred stock, $0.01 par value, authorized 10,000,000 shares (none issued and outstanding at March 31, 2020 and December 31, 2019) Additional paid-in capital Accumulated deficit Total shareholders’ equity Total liabilities and shareholders’ equity 3(in thousands of U.S. dollars, except per share amounts) Three months ended
March 31 2019 2018 Revenue, net – mineral property sale $ 408 $ — Costs, expenses and other: Exploration expense $ 163 $ 180 Depreciation 7 6 General and administrative 425 403 Total costs, expenses and other 595 589 Other (loss) income Interest income (net) 72 26 Unrealized (loss) on marketable equity securities (326 ) (441 ) Total other loss (254 ) (415 ) Net loss $ (441 ) $ (1,004 ) Loss per common share: Basic and diluted $ (0.01 ) $ (0.02 ) Weighted average shares outstanding: Basic and diluted 58,158 58,444 (in thousands of U.S. dollars, except per share amounts) Revenue, net – mineral property sale Costs, expenses and other: Exploration expense Depreciation General and administrative Total costs, expenses and other Other (loss) income Interest income (net) Loss on derivative instruments Gain on sale of marketable equity securities Unrealized loss on marketable equity securities Total other loss Net loss Loss per common share: Basic and diluted Weighted average shares outstanding: Basic and diluted 4(in thousands of U.S. dollars) Three months ended
March 31, 2019 2018 Operating activities: Net loss $ (441 ) $ (1,004 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 7 6 Non-cash office lease expense 10 — Unrealized loss of marketable equity securities 326 441 Employee stock option expense 88 10 Changes in operating assets and liabilities: Prepaid expenses and other assets 64 32 Note receivable, net of mineral property sold (223 ) — Accounts payable and other current liabilities (3 ) 24 Net cash used in operating activities (172 ) (491 ) Investing activities: Sale of short-term investments, net 602 408 Purchase of other assets — (8 ) Net cash provided by investing activities 602 400 Financing activities: Purchase of common stock for cancellation (9 ) (26 ) Net cash used in financing activities (9 ) (26 ) Net increase (decrease) in cash and cash equivalents 421 (117 ) Cash and cash equivalents, beginning of period 117 214 Cash and cash equivalents, end of period $ 538 $ 97 (in thousands of U.S. dollars) Operating activities: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization Amortization of right of use lease asset Unrealized loss of marketable equity securities Employee stock option expense Gain on sale of marketable equity securities Loss on derivative instruments Changes in operating assets and liabilities: Prepaid expenses and other assets Note receivable, net of mineral property sold Accounts payable and other current liabilities Net cash used in operating activities Investing activities: Sale of short-term investments, net Cash from sale of marketable equity securities Purchase (sale) of derivative instruments – net Net cash provided by investing activities Financing activities: Purchase of common stock for cancellation Net cash used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period 5properties,properties; however Solitario will evaluate and acquire other base and precious metal mineral exploration properties. In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario also 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 to Solitario.discussed below,(the “Royalty Sale”), and (ii) the sale in June 2018 of its interest in the royalty on theits Yanacocha property. In addition, Solitario has received proceeds from (i) the sale in 2015 of its former interest in Mount Hamilton LLC (“MH-LLC”), the owner of its former Mt. Hamilton project, and joint venture property payments andproject; (ii) the sale of a royalty on its former Mt. Hamilton project.project and (iii) joint venture property payments. Revenues and / or proceeds from the sale or joint venture of properties or assets, although 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.in the Lik deposit to further the exploration and evaluate potential development plans for the Lik project.2019,2020, Solitario has significant balances of cash and short-term investments that Solitario anticipates using, in part, to fund costs and activities intended to further the exploration of the Florida Canyon and Lik 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.20192020 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 consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results, which may be achieved in the future, or for the full year ending December 31, 2019.
2020.62018.2019. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation.Recent DevelopmentsRoyalty saleOn January 22, 2019, completedfaces risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect our business and financial conditions.sale of its interest in certain royalties to SilverStream SEZC (“SilverStream”), a private Cayman Island royalty and streaming company for Cdn$600,000 (the “Royalty Sale”). The Royalty Sale covered (i) a royalty on the formerly Solitario-owned 125,000-acre polymetallic Pedra Branca palladium, platinum, gold, nickel, cobalt and chrome project in Brazil, (ii) a royalty covering 3,880-acres of non-producing exploration properties in Mexico, and (iii) a purchase option on 11 separate non-producing properties covering over 16,500 acres in Montana. On closingeffects of the Royalty Sale, Solitario received Cdn$250,000 in cashcoronavirus (COVID-19) or other epidemics or pandemics. The extent to which the coronavirus impacts Solitario’s business, including our exploration and a convertible note from SilverStreamother activities and the market for Cdn$350,000 (the “SilverStream Note”). The SilverStream Note is due December 31, 2019, pays 5% per annum simple interest quarterly,its securities, will depend on future developments, which are highly uncertain and is convertible into common shares of SilverStream,cannot be predicted at this time, and include the discretion of SilverStream, by providing Solitario a notice of conversion. SilverStream may only provide a notice of conversion if SilverStream has completed an initial public offering during the termduration, severity and scope of the SilverStream Note for minimum proceeds of Cdn$5,000,000. Peroutbreak and the terms ofactions taken to contain or treat the SilverStream Note, if converted,coronavirus outbreak. Solitario would receive common shares converted at 85% of the weighted average quoted price of a share of SilverStream common stock for the most recent 10-day period priorhas taken steps to conserve its financial resources including reducing costs, in response to the notice of conversion. During the three months ended March 31, 2019, Solitario recorded mineral property revenue of $408,000 for the Royalty Sale, consisting of the fair value of the cash received on the date of the sale of $185,000 and the fair value of the SilverStream Note on the date of the sale of $263,000 less the carrying value of the royalties sold of $40,000. As of March 31, 2019, the approximate fair value of the SilverStream Note was $262,000, based upon the current US Dollar / Canadian Dollar exchange rate, and Solitario recorded a charge to exchange gain and loss of $1,000, included in general and administrative expense during the three months ended March 31, 2019.discussed above in accordance with Accounting Standards Codification (“ASC”) 606. In addition, Solitario recorded revenue during the second quarter of 2018 for the first time in more than five years of $502,000 from the sale of its Yanacocha exploration mineral property. Solitario expects any property, royalty or asset sales in the future to also be on an infrequent basis. Prior to the sale of its Yanacocha exploration mineral property, the last proceeds from joint venture property payments was in 2015 and Solitario does not expect to record joint venture property payments on any of its currently held properties for the foreseeable future. Historically, Solitario’s revenues have been infrequent and significant individual transactions and have only been from sales to well known or vetted mining companies. Solitario has never had a return on any of its sales recorded as revenue in its history and does not anticipate it will recognize any estimated returns on its current or future recorded revenues.7Solitario’s carrying value of short-term investments; (ii) the recoverability of mineral properties related to its mineral exploration properties and their future exploration potential; (iii)(ii) the fair value of stock option grants to employees, to officers and directors and to others; (iv)employees; (iii) the ability of Solitario to realize its deferred tax assets; and (v)(iv) Solitario's investment in marketable equity securities.2019, $516,0002020, $425,000 of Solitario’s cash and cash equivalents are held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation (“FDIC”) rules for the United States.2019,2020, Solitario has $9,277,000$6,325,000 of its current assets in United States Treasury Securities (“USTS”) with maturities of 15 days to 2015 months. In addition, Solitario has two bank certificates of deposits (“CD’s”) each with a face value of $250,000. The USTS and CD’s are recorded at their fair value, based upon quoted market prices andprices. The USTS are not covered under the FDIC insurance rules for United States deposits. Solitario’s USTS and CD’s are highly liquid and may be sold in their entirety at any time at their quoted market price and are classified as a current asset. (“(“ASC 842”) by recognizing right-of-use assets and lease liabilities on the condensed consolidated balance sheet and disclosing key information about lease arrangements. Solitario has elected the practical expedient option to use January 1, 2019, the effective date of adoption of ASC 842, as the initial date of transition and not to restate comparative prior periods and to carry forward historical lease classification. In addition, Solitario has elected the option not to apply the recognition of assets and liabilities provisions of ASC 842 to operating leases with initial terms of less than one year. See Note 4 “Operating Leases” for more information and disclosures regarding Solitario’s leases.instruments.
instruments, and as a change to operating activities in the statement of cash flows for the non-cash portion of the gain or loss.8CDs,CD’s, its marketable equity securities and any covered call options against those marketable equity securities are carried at their estimated fair value based on quoted market prices. See Note 6, “Fair Value,” below.20182019 and the first quarter of 2019 have been2020 were conducted primarily in Peru, a portion of the payments under the land, leasehold and exploration agreements of Solitario are denominated in United States dollars. Realized foreign currency gains and losses are included in the results of operations in the period in which they occur.20192020 and 2018.2019. Potentially dilutive shares related to outstanding common stock options of 4,373,000 and 2,082,428,4,373,000, respectively, for Solitario common shares for the three months ended March 31, 20192020 and 20182019 were excluded from the calculation of diluted earnings (loss)loss per share because the effects were anti-dilutive.9RecentOn January 1, 2019, Solitario adopted2016-02Leases2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Statements (“ASU 2016-02”No. 2016-13”) which requires. Among other things, these amendments require the applicationmeasurement of ASC 842all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and the recognition of right-of-use assetsreasonable and related liabilities associated with all leases that are not short-term in nature. As a result of the adoption ofsupportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. ASU 2016-02 onNo. 2016-13 is effective for Solitario for fiscal year, and interim periods within those fiscal years, beginning after December 15, 2019. Solitario adopted ASU No. 2016-13 effective January 1, 2019, Solitario recorded both an operating lease asset for our Wheat Ridge Colorado office of $82,000 and an operating lease liability of $82,000 related to the same lease. The adoption of ASU 2016-022020 which did not require the recording of any other assetshave a material impact on its consolidated financial position or liabilities on our condensed consolidated balance sheets and had an immaterial effect on Solitario’s condensed consolidated statementresults of operations and its condensed consolidated statementas of cash flowsor for the three months ended March 31, 2020.has elected the practical expedient option to useadopted ASU No. 2016-13 January 1, 2020 which did not have a material impact on its consolidated financial position or results of operations as of or for the three months ended March 31, 2020.effective dateSEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. Under the SEC Modernization Rules, consistent with global standards as embodied by the Committee for Reserves International Reporting Standards (“CRIRSCO”), registrants will be required to disclose specified information concerning mineral resources that have been identified on one or more of its mineral properties. Consistent with CRIRSCO standards the SEC Modernization Rules have added definitions to recognize “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources.” The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules until its fiscal year beginning January 1, 2021.initial date of transitionSEC Modernization Rules. This will allow investors to evaluate the Company’s resources on a comparable basis with other mining and notexploration issuers registered with the SEC. In addition, the SEC Modernization Rules will require the Company to restate comparative prior periodsdisclose exploration results, mineral reserves, if any, and to carry forward historical lease classification. See Note 4 “Operating Leases” for moremineral resources based upon information and disclosures regarding Solitario’s leases.(in thousands) March 31, 2019 2018 Exploration Lik project (Alaska – US) $ 15,611 $ 15,611 La Promesa (Peru) 6 6 Montana Royalty property (US) — 40 Total exploration mineral property $ 15,617 $ 15,657 (in thousands) Exploration Lik project (Alaska – US) La Promesa (Peru) Total exploration mineral property discussed above under “Recent Developments” to SilverStream for Cdn$600,000. On closing of the Royalty Sale, Solitario received Cdn$250,000 in cash and a convertible note from SilverStream in the principal amount of Cdn$350,000 (the “SilverStream Note”). The SilverStream Note was originally due December 31, 2019, accrued 5% per annum simple interest, payable on a quarterly basis, and is convertible into common shares of SilverStream, at the discretion of SilverStream, by providing Solitario a notice of conversion. In December of 2019, Solitario and SilverStream agreed to extend the due date of the SilverStream Note for Cdn$350,000, with a maturity dateto June 30, 2020, and to increase the interest rate to 8% per annum simple interest. All other terms of Decemberthe SilverStream Note remained the same. During the three months ended March 31, 2019.2020 and 2019, Solitario recorded interest income from the SilverStream Note of $5,000 and $2,000, respectively. During the three months ended March 31, 2019, Solitario recorded mineral property revenue of $408,000 forfrom the Royalty Sale, consisting of the fair value of the cash received on the date of the sale of $185,000 and the fair value of the SilverStream Note on the date of the sale of $263,000 less the carrying value of the royalties sold of $40,000.(in thousands) Three months ended
March 31, 2019 2018 Geologic and field expenses $ 147 $ 24 Administrative 16 156 Total exploration costs $ 163 $ 180 10(in thousands) Geologic and field expenses Administrative Total exploration costs During the three months ended March 31, 2018, Solitario recorded an unrealized loss on marketable equity securities of $441,000.(in thousands) March 31,
2019 December 31,
2018 Marketable equity securities at cost $ 1,714 $ 1,714 Cumulative unrealized loss on marketable equity securities (455 ) (129 ) Marketable equity securities at fair value $ 1,259 $ 1,585 (in thousands) Marketable equity securities at cost Cumulative unrealized loss on marketable equity securities Marketable equity securities at fair value including sales, in marketable equity securities during the three months ended March 31, 20192020 and 2018:(in thousands) Three months ended
March 31, 2019 2018 Gross (loss) recorded in the statement of operations $ (326 ) $ (441 ) Change in marketable equity securities at fair value $ (326 ) $ (441 ) (in thousands) Cost of marketable equity securities sold Realized gain on marketable equity securities sold Proceeds from the sale of marketable equity securities sold Net loss on marketable equity securities Change in marketable equity securities at fair value (in thousands) Unrealized loss on marketable securities Realized gain on marketable equity securities sold Net loss on marketable securities or 2018 and the change in the fair value of marketable equity securities was related entirely to the unrealized loss on marketable equity securities related to their fair values based upon quoted market prices for the marketable equity securities held by Solitario during that period.periods.
holder to purchase one additional share of Vendetta common stock for a purchase price of Cdn$0.13 per share for a period of three years. On the purchase date Solitario recorded marketable equity securities of $165,000 for the Vendetta shares acquired and $68,000 for the Vendetta Warrants based upon an allocation of the purchase price of the Vendetta units, based upon (i) the fair value of the Vendetta common shares received, based upon the quoted market price for Vendetta common shares and (ii) the fair value of Vendetta Warrants based upon a Black Scholes model. During the three months ended March 31, 2020, Solitario charged loss on derivative instruments $7,000 for the change in the fair value of the Vendetta Warrants based on a Black Scholes model.112311 months at March 31, 2019,2020, with no renewal option. At March 31, 2019,2020, the right-of-use office lease asset for the WR Lease is classified as other assets and the related liability separated betweenas current and non-current office lease liabilities in the condensed consolidated balance sheet. LeaseThe amortization of right of use lease asset expense is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. During the three months ended March 31, 2020 and 2019, Solitario recognized $10,000 and $10,000, respectively, of non-cash amortization of right of use lease asset expense for the WR Lease included in general and administrative expense. Cash lease payments of $7,000 were made on the WR Lease duringDuring the three months ended March 31, 2020 and 2019, cash lease payments of $10,000 and this amount,$7,000, respectively, were made on the WR Lease. These cash payments, less $1,000 of imputed interest for each period, reduced the related liability on the WR Lease. The discount rate within the WR Lease is not determinable and Solitario has applied a discount rate of 5% based upon Solitario’s estimate of its cost of capital.2019:(in thousands) 2019 $ 31 2020 42 2021 7 Total lease payments 80 Less amount of payments representing interest (4) Present value of lease payments $ 76 Future lease payments (in thousands) 2020 2021 Total lease payments Less amount of payments representing interest Present value of lease payments periodthree months ended March 31, 2020 and 2019:(in thousands) Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from WR Lease payments $ 7 Non-cash amounts related to the WR lease Leased assets recorded in exchange for new operating lease liabilities $ 82 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from WR Lease payments Non-cash amounts related to the WR lease Leased assets recorded in exchange for new operating lease liabilities (in thousands) March 31, December 31 2019 2018 Furniture and fixtures, net of accumulated depreciation $ 34 $ 36 Lik project equipment, net of accumulated depreciation 65 70 Exploration bonds and other assets 4 4 Office lease asset 73 — Total other assets $ 176 $ 110 (in thousands) Furniture and fixtures, net of accumulated depreciation Lik project equipment, net of accumulated depreciation Office lease asset Vendetta warrants Exploration bonds and other assets Total other 20192020 there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.2019:(in thousands) Level 1 Level 2 Level 3 Total Assets Short-term investments $ 9,595 $ — $ — $ 9,595 Marketable equity securities 1,259 — — 1,259
2020:12(in thousands) Assets Short-term investments Marketable equity securities 2019 Vendetta Warrants Liabilities Kinross call options 2018:(in thousands) Level 1 Level 2 Level 3 Total Assets Short-term investments $ 10,223 $ — $ — $ 10,223 Marketable equity securities $ 1,585 $ — $ — $ 1,585 (in thousands) Assets Short-term investments Marketable equity securities 2019 Vendetta Warrants 20192020 and December 31, 2018,2019, a valuation allowance has been 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.20192020 and 2018,2019, Solitario recorded no deferred tax expense.In August2018, Solitario agreed to fund a portion$39,000 through March of a 2018 – 2019 drilling program at the Florida Canyon project. Per the agreement, Solitario will fund up to $1,580,000 of a planned 41-hole 17,000-meter drilling program to be conducted through December 31, 2019 (the “Drilling Program”). Upon Nexa completing the first 1,700 meters of the Drilling Program, Solitario will pay Nexa $527,000, upon completion of the next 1,700 meters (3,400 meters total) of the Drilling Program, Solitario will pay Nexa $527,000, and upon completion of the next 1,700 meters (5,100 meters total) of the Drilling Program, Solitario will pay Nexa the balance remaining on its $1,580,000 funding commitment, or $526,000. Solitario has no obligation to pay Nexa prior to the attainment of the separate 1,700-meter thresholds. The funding commitments are in the form of an advance on Solitario’s commitment to fund 30% of any future development of Florida Canyon under the existing joint venture agreement with Nexa. Accordingly, in the event Florida Canyon is developed, which cannot be assured at this time, any funds paid to Nexa under this agreement, will reduce the amount of Solitario’s obligation to fund 30% of future development costs, and / or repay loans from Nexa for future development costs at the Florida Canyon project. During 2018, Nexa completed four holes and a total of 2,203 meters under the Drilling Program and Solitario recorded a charge to exploration expense of $527,000. As of March 31, 2019, Solitario has recorded an account payable to Nexa of $527,000, which was paid in April 2019. Should Nexa complete the remaining 2,897 meters (5,100 meters less the completed 2,203 meters) during the remainder of 2019, Solitario will be obligated to pay Nexa $1,053,000 during 2019.
2021.132019,2020, and December 31, 20182019 there were options outstanding that are exercisable to acquire 4,373,000 and 5,223,160 shares respectively, of Solitario common stock, with optionexercise prices between $0.28 and $0.77 per share. During the three months ended March 31, 2020, Solitario did not grant any options. During the three months ended March 31, 2019, Solitario granted options exercisable intoto acquire 150,000 shares of common stock, with an exercise price of $0.28 per share, a five-year term, and a grant date fair value of $23,000 based upon a Black-Scholes model, with a 64% volatility and a 2.4% risk-free interest rate. In addition, during the three months ended March 31, 2019, options exercisable into 1,000,160 shares of common stock, with exercise prices between $1.68 and $0.70 per share, expired unexercised. During the three months ended March 31, 2018, Solitario granted options exercisable into 100,000 shares to a consultant, with an exercise price of $0.62 per share, a seven-month term and a grant date fair value of $12,000 based upon a Black-Scholes model with a 66% volatility and a 1% risk-free interest rate. There were no exercises of options under the 2013 Plan during either of the three months ended March 31, 20192020 and 2018.2019. During the three months ended March 31, 20192020 and 2018,2019, Solitario recorded stock option compensation expense of $85,000 and $88,000, and $10,000.respectively. At March 31, 2019,2020, the total unrecognized stock option compensation cost related to non-vested options is $572,000$232,000 and is expected to be recognized over a weighted average period of 2213 months.Shareholders’ Equity for the three months ended March 31, 2018:(in thousands, except Accumulated Share amounts) Common Common Additional Other Total Stock Stock Paid-in Accumulated Comprehensive Shareholders’ Shares Amount Capital Deficit Income Equity Balance at December 31, 2017 58,434,566 584 $ 69,312 $ (40,343 ) $ 576 $ 30,129 Cumulative-effect adjustment
change in accounting principle — — — 576 (576 ) — Adjusted balance January 1, 2018 58,434,566 584 69,312 (39,767 ) — 30,129 Stock option expense — — 10 — — 10 Purchase of shares for cancellation (52,614 ) — (26 ) — — (26 ) Net loss — — — (1,004 ) — (1,004 ) Balance at March 31, 2018 58,381,952 $ 584 $ 69,296 $ (40,771 ) $ — $ 29,109 Solitario adopted ASU No. 2016-01 in the first quarter of 2018. ASU No. 2016-01 revised the classification and measurement of investment in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU No. 2016-01 requires the change in fair value of many equity investments to be recognized in net income. Solitario recorded a cumulative-effect adjustment for the change in accounting principle to retained earnings of $576,000 related to the adoption of ASU 2016-01.(in thousands, except Share amounts) Common Common Additional Total Stock Stock Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Equity Balance at December 31, 2018 58,171,466 582 $ 69,873 $ (43,365 ) $ 27,090 Stock option expense — — 88 — 88 Purchase of shares for cancellation (27,900 ) — (9 ) — (9 ) Net loss — — — (441 ) (441 ) Balance at March 31, 2019 58,143,566 $ 582 $ 69,952 $ (43,806 ) $ 26,728 14(in thousands, except Share amounts) Balance at December 31, 2018 Stock option expense Purchase of shares for cancellation Net loss Balance at March 31, 2019 (in thousands, except Share amounts) Balance at December 31, 2019 Stock option expense Purchase of shares for cancellation Net loss Balance at March 31, 2020 2018,2019, Solitario’s Board of Directors extended the expiration date of the share repurchase program through December 31, 2019.2020. During the three months ended March 31, 20192020 and 2018,2019, Solitario purchased 27,90016,700 and 52,61427,900 shares of Solitario common stock, respectively, for an aggregate purchase price of $9,000$3,000 and $26,000,$9,000, respectively. As of March 31, 2019,2020, Solitario has purchased a total of 958,800986,000 shares for an aggregate purchase price of $458,000$465,000 under the share repurchase program since its inception.15Item20182019 and 2017,2018, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Solitario’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2018.2019. Solitario's financial condition and results of operations are not necessarily indicative of what may be expected in future periods. Unless otherwise indicated, all references to dollars are to U.S. dollars. at March 31, 2019 under Industry Guide 7, as issued by the SEC. We were incorporated in the state of Colorado on November 15, 1984 asSEC, with a wholly-owned subsidiary of Crown Resources Corporation ("Crown"). In July 1994, we became a publicly traded companyfocus on the Toronto Stock Exchange (the "TSX") through our initial public offering. We have been actively involved in mineralacquisition of precious and base metal properties with exploration since 1993. Our primary business is to acquire exploration mineral properties and/or discover economic deposits on our mineral propertiespotential and advance these deposits, either on our own or through joint ventures, up to the development stage (development activities include, among other things, completionor purchase of a feasibility study for the identification of proven and probable reserves, as well as permitting and preparing a deposit for mining). At that point, or sometime prior to that point, we would likely attempt to sell a given mineral property, pursue its development either onroyalty interests. Currently our own, or through a joint venture with a partner that has expertise in mining operations, or obtain a royalty from a third party that continues to advance the property. We are primarily focused onprimary focus is the acquisition and exploration of zinc-related exploration mineral properties. However, we will continue to evaluate other mineral properties for acquisition, and acquire other base and precious metalwe hold a portfolio of mineral exploration properties.properties and assets for future sale, joint venture or on which to create a royalty prior to the establishment of proven and probable reserves. Although our mineral properties may be developed in the future by us, through a joint venture or by a third party, we have never developed a mineral property. In addition to focusing on our current assets and the evaluation of mineral exploration properties, for acquisition, we also from time to time evaluate potential strategic corporate transactions for the acquisition of new precious and base metal properties and assets with exploration potential or business combinations we determine to be favorable to Solitario.Our exploration properties may be developed in the future by us or through a joint venture, although we have never developed a mineral property. At March 31, 2019,2020, we consider our carried interest in the Florida Canyon project in Peru and our interest in the Lik project in Alaska to be our core mineral property assets. In addition, at March 31, 2019,2020, we have one exploration property in Peru. We are conducting independent exploration activities in Peru and through joint ventures operated by our partners in Peru and the United States. We also conduct potential acquisition evaluations in other countries of bothlocated in South and North America.property,properties, including from the Royalty Sale of certain mineral royalty properties in January 2019 discussed above, and the sale in June 2018 of our interest in the royalty on the Yanacocha property. In addition, we have received proceeds from the sale in 2015 of our former interest in MH-LLC the owner of our former Mt. Hamilton project, and joint venture property payments and the sale of a royalty on our former Mt. Hamilton project. Revenues and / or proceeds from the sale or joint venture of properties or assets, although generally significant when they occur,have occurred in the past, have not been a consistent annual source of cashrevenue and would only occur in the future, if at all, on an infrequent basis. We have reduced our exposure to the costs of our exploration activities in the past through the use of joint ventures. Although we anticipate that the use of joint venture funding for some of our exploration activities will continue for the foreseeable future, we can provide no assurance that these or other sources of capital will be available in sufficient amounts to meet our needs, if at all.2019,2020, we have significant balances of cash and short-term investments that we anticipate using, in part, to (i) fund costs and activities intended to further the developmentexploration of the Lik project, (ii) fund costs and activities intended to further the exploration at the Florida Canyon project, (iii) conduct reconnaissance exploration and (iv) 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 advanced mineral exploration projects or other related assets at potentially attractive terms.1620192020 to the quarter ended March 31, 20182019 compared to a net loss of $1,004,000 or $0.02 per basic and diluted share for the three months ended March 31, 2018.2019. As explained in more detail below, the primary reasons for the decreaseincrease in the net loss in the three months ended March 31, 20192020 compared to the loss in the first three months of 20182019 were (i) the Royalty Sale revenue, net, of $408,000 during the three months ended March 31, 2019 with no similar mineral property revenue during the three months ended March 31, 2018;2020 and (ii) a loss on derivative instruments of $25,000 during the three months ended March 31, 2020, with no similar loss in the three months ended March 31, 2019. Partially offsetting the above items were (i) a reduction in exploration expense to $113,000 during the three months ended March 31, 2020 compared to exploration expense of $163,000 during the three months ended March 31, 2019; (ii) a reduction in general and administrative expense to $336,000 during the three months ended March 31, 2020 compared to general and administrative expense of $425,000 during the three months ended March 31, 2019; (iii) an increase in interest income to $81,000 during the three months ended March 31, 2020 compared to interest income of $72,000 during the three months ended March 31, 2019; (iv) a reduction in the non-cash loss on unrealized loss on marketable equity securities to $326,000$233,000 during the three months ended March 31, 20192020 compared to a non-cash unrealized loss on marketable equity securities of $441,000 during the three months ended March 31, 2018; (iii) a decrease in exploration expense to $163,000$326,000 during the three months ended March 31, 2019 compared to exploration expenseand (v) a gain on sale of $180,000marketable equity securities of $25,000 during the three months ended March 31, 2018; and (iv) an increase in interest income to $72,0002020 with no similar gain during the three months ended March 31, 2019 compared to interest income of $26,000 during the three months ended March 31, 2018. Partially offsetting the above items which decreased the loss were (i) an increase in depreciation during the three months ended March 31, 2019 to $7,000 compared to depreciation and amortization of $6,000 during the three months ended March 31, 2018; and (ii) an increase in general and administrative expenses to $425,000 during the three months ended March 31, 2019 compared to general and administrative costs of $403,000 during the three months ended March 31, 2018.2019. Each of the major components of these items is discussed in more detail below.under “Recent Developments,in Note 2 “Mineral Property,” in the condensed consolidated financial statements, and recorded net revenues of $408,000. We received $185,000 in cash and the SilverStream Note for $263,000, less our capitalized cost of $40,000 for the royalties sold. There were no similar items during the three months ended March 31, 2018.compared to exploration expenseas a result of $180,000 during the three months ended March 31, 2018. During the three months ended March 31, 2019, we (i) decreaseda decrease in our reconnaissance exploration activities primarily related to the evaluation of mineral properties and / or entities for potential acquisition or other strategic transactions and (ii) decreaseda decrease in our activities at Florida Canyonour La Promesa project in Peru and Lik project in Alaska during the three months ended March 31, 2020 compared to the three months ended March 31, 2018.2019, when we were carrying out community work at La Promesa and working with our joint venture partner, Teck, on reviews of exploration data at Lik. During the three months ended March 31, 2019 we had three contract geologists in Peru, and our Denver personnel spent a majority of their time on reconnaissance exploration activities described above and related matters. We anticipate Nexa will begin the 2019 exploration program at our Florida Canyon project during the second quarter of 2019, as discussed above in Note 8, “Contingencies and Commitments.” Should Nexa complete the drilling program as budgeted, we anticipate we will record $1,053,000 in exploration expense at Florida Canyon for 2019. In addition, we have budgeted approximately $178,000$976,000 for ourthe full-year exploration expenditure for 2020, which includes approximately $528,000 for Solitario’s share of explorationa joint drilling program with Teck at ourthe Lik project in Alaska, for the full year of 2019, which the bulk of those expenses are planned for the third and fourth quarter of 2019. As a result, we2020. We expect our full-year exploration expenditures for 20192020 to exceedbe below the exploration expenditures for full-year 2018.20192020 and 20182019 consisted of the following: March 31, March 31, Project Name 2019 2018 Florida Canyon $ — $ 14 Lik 19 15 La Promesa 24 29 Reconnaissance 120 122 Total exploration expense $ 163 $ 180 Project Name Florida Canyon Lik La Promesa Reconnaissance Total exploration expense 2019 compared to $393,000 during the three months ended March 31, 2018.2019. The major components of these costs were related to (i) salaries and benefit expense of $108,000$83,000 during the first three months of 20192020 compared to salary and benefit costs of $158,000$108,000 during the three months ended March 31, 2018,2019, as we have reduced staff and taken salary reductions during 2019;2020; (ii) legal and accounting expenditures of $11,000 in the first three months of 2020 compared to $53,000 in the first three months of 2019 compared to $41,000 in the first three months of 2018;2019; (iii) office rent and expenses of $43,000 during the three months ended March 31, 2019,2020, compared to $40,000$42,000 during the three months ended March 31, 2018;2019; and (iv) travel and shareholder relation costs of $133,000$112,000 during the first three months of 20192020 compared to $154,000$133,000 during the three months ended March 31, 2018 as we reduced our outside investor relations efforts during the first three months of 2019 compared to the first three months of 2018.2019. We anticipate the full-year general and administrative costs will be incurred at comparable quarterly amountslower for the remainder of2020 compared to 2019.17$88,000$85,000 of stock option expense for the amortization of unvested grant date fair value with a credit to additional paid-in-capital during the three months ended March 31, 20192020 compared to $10,000$88,000 of stock option compensation expense during the three months ended March 31, 2018. The increase was2019. These non-cash charges related to the expense for vesting on additional stock options being outstanding during the three months ended March 31, 2019 compared to the first quarter of 2018.2020 and 2019. See Note 9, “Employee Stock Compensation Plans,” above, for additional information on our stock option expense. We anticipateoption expense related to vestingfor proceeds of grant date fair value will be comparable$76,000 and recorded a gain on sale of marketable equity securities of $25,000. After the completion of the sale of the Vendetta shares, we hold 12,450,000 shares of Vendetta common stock. See Note 3 “Marketable Equity Securities” to the first quartercondensed consolidated financial statements for a discussion of the sale of Vendetta common stock.remainder of 2019.We recordedthree months ended March 31, 2020 compared to an unrealized loss on marketable equity securities of $326,000 during the three months ended March 31, 2019 compared to an unrealized loss on marketable equity securities of $441,000 during the three months ended March 31, 2018.2019. The loss during the three months ended March 31, 2020 and 2019 was primarily related to a decrease in the value of our holdings of 11,000,00012,450,000 shares of Vendetta common stock which decreased from a fair value of $1,249,000$479,000 at December 31, 20182019 to a fair value of $906,000$350,000 at March 31, 20192020 based on quoted market prices.20192020 and 2018,2019, we recorded no property impairments.20192020 and 2018,2019, our net operating loss carry-forwards exceed our built-in gains on marketable equity securities resulting in a net tax asset position for which we provide a valuation allowance for all net deferred tax assets. We recorded no income tax expense or benefit during the three months ended March 31, 20192020 or 2018.2019. As a result of our exploration activities, we anticipate we will not have currently payable income taxes during 2019.2020. In addition to the valuation allowance discussed above, we provide a valuation allowance for our foreign net operating losses, which are primarily related to our exploration activities in Peru. We anticipate we will continue to provide a valuation allowance for these net operating losses until we are in a net tax liability position with regards to those countries where we operate or until it is more likely than not that we will be able to realize those net operating losses in the future.2019,2020, we have $11,392,000$7,269,000 in cash and short-term investments. As of March 31, 2019,2020, we have invested $9,277,000$6,325,000 of our current assets in USTS with maturities of 15 days to 2015 months. In addition, we have two CD’s each with a face value of $250,000. The USTS and CD’s are recorded at their fair value, based upon quoted market prices. We anticipate we will roll over that portion of our USTSshort-term investments not used for exploration expenditures, operating costs or mineral property acquisitions as they become due during the remainder of 2019.stock buy-backshare repurchase program, announced on October 28, 2015, and discussed above in Note 10, “Shareholders’ Equity,” to the unaudited condensed consolidated financial statements. The stock buy-backshare repurchase program may be terminated at any time and does not require Solitario to purchase a minimum number of shares.1820192020 we own 11,000,00012,450,000 shares of Vendetta common stock and 100,000 shares of Kinross common stock. The Vendetta shares are recorded at their fair market value of $906,000$350,000 and the Kinross shares are recorded at their fair value of $344,000$398,000 at March 31, 2019.2020. In addition, we own other marketable equity securities with a fair market value of $9,000$8,000 at March 31, 2019.2020. During the three months ended March 31, 2020 we sold 2,000,000 shares of Vendetta common stock, as discussed above. We did notanticipate we may sell anysome of our marketable equity securities during the three months ended March 31, 2019 or 2018.$11,098,000$7,978,000 at March 31, 20192020 compared to working capital of $11,448,000$8,487,000 as of December 31, 2018.2019. Our working capital at March 31, 20192020 consists primarily of our cash and cash equivalents, our investment in USTS and CD’s, discussed above, and our investment in marketable equity securities of $1,259,000,$755,000, and other current assets of $436,000,$295,000, which include the SilverStream noteNote of $262,000$253,000 at March 31, 2019,2020, less our accounts payable of $692,000.$294,000 and other current liabilities of $47,000. As of March 31, 2019,2020, our cash balances along with our short-term investments and marketable equity securities are adequate to fund our expected expenditures over the next year.2019,2020, and December 31, 20182019 there were options outstanding that are exercisable to acquire 4,373,000 and 2,028,428 shares of Solitario common stock, respectively, withstock. The outstanding options have exercise prices between $0.77 per share and $0.28 per share. We do not anticipate the exercise of options to be a significant source of cash flow during the remainder of 2019.2018,2019, our Board of Directors extended the term of the share repurchase program until December 31, 2019.2020. All shares purchased to date have been cancelled and reduced the number of shares of outstanding common stock. The amount and timing of any shares purchased has been and will be determined by our management and the purchases will bewere effected in the open market or in privately negotiated transactions based upon market conditions and other factors, including price, regulatory requirements and capital availability and in compliance with applicable state and federal securities laws. Purchases may also be made in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The repurchase program does not require the purchase of any minimum number of shares of common stock by the Company, and may be suspended, modified or discontinued at any time without prior notice. No purchases will behave been made outside of the United States, including on the TSX. Payments for shares of common stock repurchased under the program have been funded using the Company’s working capital. As of March 31, 2019,2020, Solitario has purchased a total of 958,800986,000 shares for an aggregate purchase price of $458,000$465,000 under the share repurchase program since its inception and these shares are no longer included in our issued and outstanding shares. WeSubject to any legal restrictions and our available financial resources, we anticipate we will continue to purchase a limited number of shares under the share repurchase plan during 20192020 as determined by management.192019 decreased2020 increased to $238,000 compared to $172,000 compared to $491,000of net cash used in operations for the three months ended March 31, 20182019 primarily as a result of (i) the mineral property revenue, net, cash received during the three months ended March 31, 2019 of $185,000 from the Royalty Sale, discussed above; (ii)above, with no similar item during the three months ended March 31, 2020. This was partially offset by (i) a decrease in non-stock option general and administrative expense to $251,000 during the three months ended March 31, 2020 compared to $337,000 during the three months ended March 31, 2019, compareddiscussed above and (iii) a decrease in exploration expenses to $393,000$113,000 during the three months ended March 31, 2018, discussed above; (iii) a decrease in exploration expenses2020 compared to $163,000 during the three months ended March 31, 2019, compared to $180,000 during the three months ended March 31, 2018, as a result of a decrease in exploration activities at our La Promesa and Lik projects and a reduction in reconnaissance exploration discussed above; and (iv) an increase in interest income during the three months ended March 31, 2019 to $72,0002020 compared to $26,000 during the three months ended March 31, 2018.2019, discussed above. Based upon projected expenditures in our 20192020 budget, we anticipate continued use of funds from operations through the remainder of 2019,2020, primarily for exploration related to our Florida Canyon project and our Lik project and reconnaissance exploration. See “Results of Operations” discussed above for further explanation of some of these variances.2019,2020, we provided $602,000$107,000 in cash from investing activities compared to the provision$602,000 of $400,000 of cash provided from investing activities during the three months ended March 31, 2018.2019. The primary sources of the cash provided related to the net proceeds from short-term investment sales and purchases of $602,000$40,000 and $408,000,$602,000, respectively, during the three months ended March 31, 20192020 and 2018. During2019. In addition, during the three months ended March 31, 20182020 we purchased $8,000sold 2,000,000 shares of office equipment.Vendetta common stock for proceeds of $76,000, with no similar item last year. We do not anticipate significant sales ofmay sell additional marketable equity securities during the remainder of 2019.2020, as discussed above. However, we do not anticipate the sale of marketable equity securities will be a significant source of cash during the remainder of 2020. We will continue to liquidate a portion of our short-term investments in USTS as needed to fund our operations and or potential mineral property acquisitions during the remainder of 2019.2020. Any potential mineral property acquisition or strategic corporate investment during the remainder of 2019,2020, discussed above under “Business Overview and Summary,” could involve a significant change in our cash provided or used for investing activities, depending on the structure of any potential transaction.$9,000$3,000 and $26,000,$9,000, respectively, for the purchase of our common stock during the three months ended March 31, 20192020 and 2018,2019, as discussed above under “Share Repurchase Program” in “Liquidity and Capital Resources.” We anticipate the use of funds for additional purchases of our common stock during the remainder of 2019,2020, however, this will be limited to the maximum number of shares, permissible under the share repurchase program.2019,2020, and December 31, 20182019 we have no off-balance sheet obligations.2019.2020. As of March 31, 2019,2020, there have been no changes to our exploration activities, environmental compliance or other contractual obligations from those disclosed in our Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2019.20192020 and 2018.2018,2019, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. Actual results in these areas could differ from management’s estimates.2019,2020, and for the three months ended March 31, 2019,2020, we have no related party transactions or balances.20Actas amended (the “1934 Act”) with respect to our financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditures, and exploration and development efforts. Words such as “anticipates,” “expects,” “intends,” “forecasts,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and similar expressions identify forward-looking statements. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described herein and under the heading "Risk Factors" included in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2018.2019. These forward-looking statements appear in a number of places in this report and include statements with respect to, among other things:·Our estimates of the value and recovery of our short-term investments;·Our estimates of future exploration, development, general and administrative and other costs;·Our ability to realize a return on our investment in the Lik project;·Our ability to successfully identify, and execute on transactions to acquire new mineral exploration properties and other related assets;·Our estimates of fair value of our investment in shares of Vendetta and Kinross;·Our estimate of the collectability of the SilverStream Note:·Our expectations regarding development and exploration of our properties including those subject to joint venture and shareholder agreements;·The impact of political and regulatory developments;·Our future financial condition or results of operations and our future revenues and expenses; and·Our business strategy and other plans and objectives for future operations.ItemItem2019,2020, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2019.
2020.2120192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.PARTItem 1.Legal ProceedingsItem 1A.Risk FactorsThere are2018.Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2019.Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum number of Shares that May Yet Be Purchased Under the Plans or Programs(1) January 1, 2019- January 31, 2019 1,505 $ 0.26 1,505 1,067,595 February 1, 2019 – February 28, 2019 13,895 $ 0.31 13,895 1,053,700 March 1, 2019 – March 31, 2019 12,500 $ 0.39 12,500 1,041,200 (1)As of March 31, 2019, we have purchased a total of 958,800 shares for an aggregate purchase price of $458,000 under the share repurchase program and these shares are no longer included in our issued and outstanding shares.Item 3.Defaults upon Senior SecuritiesNoneItem 4.Mine Safety DisclosuresNone
2020.22Item 5.Other InformationPeriod January 1, 2020- January 31, 2020 February 1, 2020 – February 28, 2020 March 1, 2020 – March 31, 2020 Item 6.Exhibits23SIGNATURESSOLITARIO ZINC CORP.May 7, 2019DateBy:SOLITARIO ZINC CORP./s/ James R. MaronickJames R. MaronickChief Financial Officer EXHIBIT INDEXBy: 3.1James R. Maronick Chief Financial Officer 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) 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) Amended and Restated By-laws of Solitario Zinc Corp. (Solitario Exploration & Royalty Corp.) (incorporated by reference to Exhibit 99.1 to Solitario’s Form 10-K filed on March 22, 2013) Form of Common Stock Certificate of Solitario Zinc Corp. (incorporated by reference to Exhibit 4.1 to Solitario’s Form 10-Q filed on November 8, 2017) 10-1*Performance Loan Agreement for Funding of Drilling Program between Solitario and Compania Minera Milpo for the funding of the drilling of the Florida Canyon Project during 2018 and 2019 dated August 1, 2018.10-2*Purchase and Sale Agreement between Solitario and SilverStream SEZC for the sale of certain royalty properties for cash and a convertible note dated January 8, 2019.* 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 * 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 * 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. 101* 101*20192020 and December 31, 2018,2019, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 20192020 and 2018,2019, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 20192020 and 2018;2019; and (iv) Notes to the Condensed Unaudited Consolidated Financial Statements, tagged as blocks of text. * Filed herewith