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

Solitario issued new shares to Newmont at market-based pricing, preserving Newmont’s 9.4% stake and modestly adding funds for exploration work.

Rhea-AI Summary

Solitario Resources (XPL) issued 135,750 common shares to Newmont Overseas Exploration at $0.86 per share for total gross proceeds of US$116,745 under their Amended and Restated Investor Rights Agreement dated June 11, 2025.

Newmont exercised its right to acquire shares at the average price of Solitario stock sold through the company’s at-the-market program between April 7, 2026 and July 29, 2026, thereby maintaining its prior ownership percentage. Following this issuance, Newmont will hold 8,894,911 Solitario shares, representing approximately 9.4% of outstanding common shares.

No underwriter or placement agent was used, so there were no discounts, commissions or placement fees. Net proceeds will be used to advance Solitario’s core gold and zinc exploration projects and for general corporate purposes. Solitario reports approximately 94.8 million shares outstanding and a cash balance of about US$7.6 million.

News Explained

For this issuance, as of June 30, 2026, Solitario reported $509,000 of cash and $8,500,000 of short-term investments; those balances equal 596.2 days of the last reported quarterly operating cash use at that historical rate.

Sources and calculations

• Solitario share issuance announcement (2026-09-03)
• Solitario second-quarter 2026 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($509,000 + $8,500,000) / ($1,375,000 / 91) = 596.2 days

Market Context

The May 13 Newmont issuance was followed by a 5.43% move, providing a relevant precedent for this fi...

Analysis

The May 13 Newmont issuance was followed by a 5.43% move, providing a relevant precedent for this financing structure. The current sale preserved ownership, while dilution and exploration execution remained risks to monitor.

Key Figures

Shares Issued: 135,750 shares Issue Price: $0.86 per share Gross Proceeds: US$116,745 +5 more

8 metrics

Shares Issued 135,750 shares Sale to Newmont

Issue Price $0.86 per share Sale to Newmont

Gross Proceeds US$116,745 Sale to Newmont

IRA Date June 11, 2025 Amended and Restated Investor Rights Agreement

Newmont Holdings 8,894,911 shares Upon issuance

Newmont Ownership 9.4% Outstanding shares after issuance

Golden Crest Area 30,000 acres 100%-owned South Dakota gold project

Cash Balance US$7.6 million Company cash balance

Historical Context

5 past events · Latest: Sep 02 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Sep 02	Drill results	Negative	-25.5%	Initial drill results reported low-level mineralization and no high-grade feeder zones
Jun 18	Annual meeting results	Neutral	-1.7%	Annual meeting voting results covered directors, compensation and auditor ratification
Jun 17	Drilling progress	Positive	+2.7%	Ponderosa drilling advanced alongside preparations for Cat Creek drilling
May 13	Newmont share issuance	Positive	+5.4%	Share issuance to Newmont raised US$235,000 while maintaining its ownership percentage
Apr 13	Mining forum presentation	Neutral	+3.5%	CEO presentation at Mining Forum Europe was scheduled for April 15

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

Pattern Detected

The stock aligned with four of five selected news reactions, including a 5.43% gain after the prior Newmont issuance; the June 18 meeting result diverged with a -1.66% reaction.

Key Terms

investor rights agreement, at-the-market program, registered placement agent

3 terms

investor rights agreement regulatory

"under the terms of the Amended and Restated Investor Rights Agreement"

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-market program financial

"shares sold through Solitario's at-the-market program sales"

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.

registered placement agent financial

"did not engage an underwriter or registered placement agent"

A registered placement agent is a broker-dealer or securities firm that is officially registered with the relevant financial regulator to market and sell a company’s securities in private or public placements. Acting like a licensed matchmaker between issuers and investors, the agent handles investor outreach, paperwork and compliance checks; its registration signals that the intermediary must follow regulatory rules that affect deal credibility, disclosure and investor protections.

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

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DENVER, CO / ACCESS Newswire / September 3, 2026 / Solitario Resources Corp. ("Solitario" or the "Company") (NYSE American:XPL)(TSX:SLR) is pleased to announce the purchase and sale of 135,750 shares (the "Shares") of Company common stock, at a price of $0.86 per share for total gross proceeds of US$116,745 (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 April 7, 2026 through July 29, 2026.

Upon the issuance of the Shares, Newmont will hold 8,894,911 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 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 30,000-acre Golden Crest gold project in South Dakota, a 100% interest in its Cat Creek and Bright Angel exploration projects in Colorado. At Golden Crest, Solitario has discovered over fifteen areas with potential gold mineralization at surface and has recently concluded it phase one drilling program to test for gold in the sub-surface. Solitario's Management and Directors hold approximately 7.7% (excluding options) of the Company's 94.8 million shares outstanding. Solitario's cash balance stands at approximately US$7.6 million. Additional information about Solitario is available online at solitarioxr.com.

For More Information, Please Contact:

Chris Herald, President and CEO
Solitario Resources Corp.
Tel. 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 regarding new shares issued to Newmont?

Solitario Resources announced the sale of 135,750 common shares to Newmont Overseas Exploration at $0.86 per share, generating total gross proceeds of US$116,745. The issuance was completed under an existing Amended and Restated Investor Rights Agreement between the two companies.

At what price were the new Solitario Resources (XPL) shares sold to Newmont and how was it determined?

The new Solitario shares were sold to Newmont at $0.86 per share. The company states this price reflects the average price of shares sold through Solitario’s at-the-market program between April 7, 2026 and July 29, 2026, as permitted under the Investor Rights Agreement.

What is Newmont’s ownership stake in Solitario Resources (XPL) after the new share issuance?

After the issuance of 135,750 shares, Newmont will hold 8,894,911 Solitario common shares, representing approximately 9.4% of Solitario’s outstanding common stock. The company indicates this maintains Newmont’s ownership interest at its prior level.

How will Solitario Resources use the proceeds from the US$116,745 share sale to Newmont?

Solitario plans to use the net proceeds from the US$116,745 share sale primarily to advance exploration activities at its core projects and for general corporate purposes. No underwriter or placement agent fees will reduce the funds received.

Did Solitario Resources (XPL) pay any fees or commissions for the share issuance to Newmont?

No. Solitario did not engage an underwriter or registered placement agent for this transaction, and reports that there were no underwriter discounts, commissions, or placement agent fees associated with the sale of shares to Newmont.

What are Solitario Resources’ cash balance and shares outstanding after the Newmont share issuance?

Solitario reports a cash balance of approximately US$7.6 million and states that it has about 94.8 million common shares outstanding. Management and directors collectively hold roughly 7.7% of these shares, excluding options.

Which exploration projects is Solitario Resources (XPL) focusing on following this financing?

Solitario focuses on Tier-1 gold and zinc projects, including the Florida Canyon and Lik joint ventures and its 100%-owned Golden Crest gold project in South Dakota, plus the Cat Creek and Bright Angel exploration projects in Colorado.