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Solitario Resources Announces Share Issuance to Newmont Under the Amended Investor Rights Agreement

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Solitario Resources (NYSE American:XPL) completed a share issuance to Newmont Overseas Exploration under an amended investor rights agreement.

The company sold 305,195 shares at $0.77, raising US$235,000. Newmont now holds 8,759,162 shares, or about 9.4% of Solitario, maintaining its prior ownership level. Net proceeds will fund exploration and general corporate purposes.

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Positive

  • US$235,000 gross proceeds from sale of 305,195 shares at $0.77
  • Newmont maintains approximately 9.4% ownership with 8,759,162 shares
  • No underwriter or placement agent fees, preserving sale proceeds
  • Proceeds allocated to advance core exploration projects and corporate purposes

Negative

  • New share issuance increases outstanding share count and dilutes existing shareholders

News Market Reaction – XPL

+5.43% 4.3x vol
6 alerts
+5.43% Session close to close
$87.26M Market Cap
4.3x Rel. Volume

In the May 13 session, XPL gained 5.43%, reflecting a notable positive market reaction. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. Trading volume was very high at 4.3x the daily average, suggesting strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +5.4% in the session following this news. A strong positive reaction aligns with pas...
Analysis

The stock moved +5.4% in the session following this news. A strong positive reaction aligns with past patterns where project and funding updates often coincided with gains. Newmont’s decision to maintain a 9.4% stake via a 305,195-share purchase for US$235,000 could be viewed as a confidence signal. However, investors would need to weigh ongoing reliance on equity financing and prior volatility around news when assessing how durable such a move might be.

Key Figures

Shares issued to Newmont: 305,195 shares Issue price: $0.77 per share Gross proceeds: US$235,000 +3 more
6 metrics
Shares issued to Newmont 305,195 shares Common stock sold under Amended Investor Rights Agreement
Issue price $0.77 per share Price Newmont paid for newly issued shares
Gross proceeds US$235,000 Total gross proceeds from share sale to Newmont
Newmont shareholding 8,759,162 shares Newmont’s Solitario common shares after the issuance
Newmont ownership stake 9.4% of outstanding shares Ownership percentage maintained following at-the-market sales
ATM reference period Nov 13, 2025–Apr 6, 2026 Average price period for ATM sales used in IRA calculation

Historical Context

5 past events · Latest: Apr 13 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Apr 13 Conference presentation Positive +3.5% CEO presentation at Mining Forum Europe highlighting core projects and plans.
Mar 10 Drilling plan filing Positive +13.6% Filed Plan of Operations for maiden core drilling at Bright Angel project.
Feb 27 Conference participation Positive -1.3% PDAC 2026 attendance and one-on-one meetings to showcase key projects.
Feb 26 Permit decision Positive +3.6% USFS Decision Memo approving Ponderosa drilling plan on Golden Crest.
Jan 22 Asset acquisition Positive +4.4% Acquired Bright Angel copper-gold project, expanding exploration portfolio.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent operational and project advancement news often coincided with positive price reactions; 4 of the last 5 announcements saw gains within 24 hours.

Recent Company History

Over the last few months, Solitario has advanced multiple projects and investor outreach. It added the Bright Angel gold-copper project on Jan 22, 2026, followed by a positive USFS Decision Memo for Ponderosa drilling on Feb 26. The company engaged investors via PDAC attendance on Feb 27 and filed a Bright Angel drilling Plan of Operations on Mar 10. A CEO presentation at Mining Forum Europe on Apr 13 continued this visibility push. Today’s Newmont share issuance fits within this ongoing capital and project development framework.

Key Terms

at-the-market program, Investor Rights Agreement, at-the-money program
3 terms
at-the-market program financial
"average price of shares sold through Solitario's at-the-market program sales from Nov."
An at-the-market program is a way for a company to sell new shares of its stock gradually over time directly into the stock market, rather than all at once. This approach allows the company to raise money as needed while giving investors the opportunity to buy shares at current market prices. It helps manage the timing and price of new stock offerings, providing flexibility for both the company and investors.
Investor Rights Agreement financial
"under the terms of the Amended and Restated Investor Rights Agreement dated June 11, 2025"
A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.
at-the-money program financial
"maintaining Newmont's interest prior to the current period's at-the-money program."
An at-the-money program is a stock option plan in which the exercise price of the options equals the company’s share price on the grant date, so employees only profit if the stock rises above today’s level. Investors care because these grants can increase future share dilution and company payroll expense if the stock climbs, and they align employee incentives with shareholder value much like a performance-based reward that only pays off when goals are exceeded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DENVER, CO / ACCESS Newswire / May 13, 2026 / Solitario Resources Corp. ("Solitario" or the "Company") (NYSE American:XPL)( TSX:SLR) is pleased to announce the purchase and sale of 305,195 shares (the "Shares") of Company common stock, at a price of $0.77 per share for total gross proceeds of US$235,000 (the "Sale"). The Sale was made under the terms of the Amended and Restated Investor Rights Agreement dated June 11, 2025 (the "IRA") between Solitario and Newmont Overseas Exploration Ltd. ("Newmont"), a wholly owned subsidiary of Newmont Corporation. Newmont chose to exercise a right to acquire the Shares as permitted by the IRA at the average price of shares sold through Solitario's at-the-market program sales from Nov. 13, 2025, through April 6, 2026.

Upon the issuance of the Shares, Newmont will hold 8,759,162 shares of Solitario common stock or approximately 9.4% of the outstanding shares, maintaining Newmont's interest prior to the current period's at-the-money program.

Chris Herald, President and CEO of Solitario, stated: "We are delighted that Newmont elected to exercise its right to maintain its ownership stake in Solitario and its equity ownership in Solitario."

The Company did not engage an underwriter or registered placement agent for the Sale, and there were no underwriter discounts or commissions or placement agent fees. The net proceeds of the Sale will be used to advance the Company's exploration activities at its core projects and for general corporate purposes. Additional information regarding the Sale will be included in one or more reports to be filed by the Company with the Securities and Exchange Commission and United States and Canadian regulatory agencies, and this press release is subject to the further detail provided in such reports.

About Solitario

Solitario is a natural resource exploration company focused on potential high-quality Tier-1 gold, zinc, copper, and critical metals projects. The Company's common stock is traded on the NYSE American ("XPL") and on the Toronto Stock Exchange ("SLR"). Solitario owns a 100% interest in the 31,500-acre Golden Crest gold project in South Dakota. Solitario's Management and Directors hold approximately 7.8% (excluding options) of the Company's 93.1 million shares outstanding. Solitario's cash balance stands at approximately US$8.6 million. Additional information about Solitario is available online at www.solitarioresources.com.

For More Information Please Contact:

Christopher Herald, President and CEO, 303-534-1030, Ext. 1

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.

SOURCE: Solitario Resources Corp.



View the original press release on ACCESS Newswire

FAQ

What did Solitario Resources (XPL) announce about its May 2026 share issuance to Newmont?

Solitario Resources announced a direct sale of 305,195 common shares to Newmont for US$235,000. According to Solitario, the transaction occurred under an amended investor rights agreement and helps maintain Newmont’s ownership stake while providing funds for exploration and general corporate purposes.

How many Solitario Resources (XPL) shares does Newmont hold after the May 2026 transaction?

After the transaction, Newmont holds 8,759,162 Solitario shares, or about 9.4% of outstanding shares. According to Solitario, this issuance allows Newmont to maintain its prior ownership level following sales under Solitario’s at-the-market equity program between November 2025 and April 2026.

At what price did Solitario Resources (XPL) sell new shares to Newmont in May 2026?

Solitario sold 305,195 common shares to Newmont at US$0.77 per share, totaling US$235,000. According to Solitario, the price reflects the average price of shares sold through its at-the-market program from November 13, 2025, to April 6, 2026.

How will Solitario Resources (XPL) use the US$235,000 raised from the share sale to Newmont?

The company plans to use net proceeds to advance exploration at its core projects and for general corporate purposes. According to Solitario, the transaction adds non-dilutive fees savings because no underwriter or placement agent was engaged, preserving more capital for project work.

Did Solitario Resources (XPL) pay any underwriting or placement fees on the May 2026 Newmont share issuance?

Solitario reported that it did not use an underwriter or registered placement agent for this sale, so no related discounts, commissions, or fees were incurred. According to Solitario, avoiding these costs keeps the entire US$235,000 gross proceeds available for exploration and corporate needs.

What is the investor rights agreement between Solitario Resources (XPL) and Newmont cited in the May 2026 deal?

The share sale was completed under an Amended and Restated Investor Rights Agreement dated June 11, 2025. According to Solitario, this agreement gave Newmont the right to acquire shares at the average price of stock sold via Solitario’s at-the-market program over a specified period.