Solitario Resources (NYSE: XPL) narrows 2025 loss, files 10-K amendment
Rhea-AI Filing Summary
Solitario Resources Corp. filed Amendment No. 1 to its 2025 annual report to correct a typographical error in the audit firm’s signature date; the underlying 2025 financial statements are unchanged. The auditor issued an unqualified opinion with no critical audit matters.
For 2025, Solitario reported a net loss of
Positive
- None.
Negative
- None.
Insights
Amendment is administrative; 2025 results show lower losses, funded by equity and securities gains.
Solitario Resources corrected only the signature date on its 2025 audit report, leaving financials intact. The auditor issued a clean opinion with no critical audit matters, signaling straightforward financial reporting for an exploration‑stage company.
Operationally, Solitario logged a 2025 net loss of
Liquidity was supported by
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
(Mark One)
for the fiscal year ended
or
For the transition period from ________ to ________
Commission file number
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4251 Kipling St. Suite 410, Wheat Ridge, CO | 80033 | |
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Registrant's telephone number, including area code ( | ||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ | Accelerated filer ☐ | Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. YES ☐ NO
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing sale price of the registrant's common stock on June 30, 2025 as reported on NYSE American LLC (“NYSE American”), was approximately $
There were
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Registrant’s Annual Meeting of Shareholders, which is expected to be filed by April 30, 2026, have been incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Solitario Resources Corp. (the “Company”) for the fiscal year ended December 31, 2025, initially filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026 (the “Original Filing”), is being filed to correct an administrative error in the Original Filing. The Original Filing included a typographical error in the signature date of Assure CPA, LLC on the Report of Independent Registered Public Accounting Firm (the “Audit Report”).
This Amendment is being filed solely to change date “2025” on the signature of Assure CPA, LLC to “2026” in the signature to the Audit Report. This Amendment includes Item 8, “Financial Statements and Supplementary Data” in its entirety and without change from the Original Filing other than the addition of the date of the signature of Assure CPA, LLC on the Audit Report.
In addition, pursuant to the rules of the SEC, the exhibit list included in Item 15 of Part IV of the Original Filing has been amended to contain currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of the Company’s Chief Executive Officer and Chief Financial Officer are filed as exhibits to this Amendment.
Except for the foregoing amended information, this Amendment does not amend or update any other information contained in the Original Filing. Therefore, this Amendment should be read together with other documents that the Company has filed with the SEC subsequent to the filing of the Original Filing. Information in such reports and documents updates and supersedes certain information contained in the Original Filing.
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Item 8. Financial Statements and Supplementary Data
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Consolidated Financial Statements |
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| Report of Independent Registered Public Accounting Firm ( | 4 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | 5 |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | 6 |
| Consolidated Statements of Shareholders' Equity for the years ended December 31, 2025 and 2024 | 7 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | 8 |
| Notes to Consolidated Financial Statements | 9 |
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| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Solitario Resources Corp.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Solitario Resources Corp. (“the Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, statements of shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Company’s auditor since 2023
Spokane, Washington
Firm ID is 444
March 5, 2026
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| Table of Contents |
SOLITARIO RESOURCES CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. Dollars, except share amounts) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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Short-term investments, at fair value |
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Investments in marketable equity securities, at fair value |
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Prepaid expenses and other current assets |
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Total current assets |
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Mineral properties |
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Restricted cash – mineral property reclamation bonds |
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Other assets |
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Total assets |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
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Kinross call option liability |
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Operating lease liability |
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Total current liabilities |
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Long-term liabilities: |
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Asset retirement obligation and reclamation liabilities |
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Operating lease liability |
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Total long-term liabilities |
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Commitments and contingencies (Note 9) |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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See Notes to Consolidated Financial Statements.
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| Table of Contents |
SOLITARIO RESOURCES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of U.S. Dollars, except per share amounts) |
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Operating expenses |
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Exploration expense |
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Depreciation |
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General and administrative |
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Total operating expenses |
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Other (expense) income |
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Interest and dividend income |
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Realized and unrealized loss on derivative instruments |
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Realized and unrealized gain on marketable equity securities |
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Total other income |
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Net loss |
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Net loss per common share |
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Basic and diluted |
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Weighted average shares outstanding |
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Basic and diluted (in thousands) |
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See Notes to Consolidated Financial Statements.
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| Table of Contents |
SOLITARIO RESOURCES CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
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except share amounts) |
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Balance at December 31, 2023 |
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Stock-based compensation expense |
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Issuance of shares – ATM, net |
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Issuance of shares – option exercises |
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Net loss |
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Balance at December 31, 2024 |
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Stock-based compensation expense |
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Issuance of shares – ATM, net |
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Issuance of shares – option exercises |
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Issuance of shares – mineral lease payment |
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Issuance of shares – private placements |
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Net loss |
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Balance at December 31, 2025 |
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See Notes to Consolidated Financial Statements.
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| Table of Contents |
SOLITARIO RESOURCES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. Dollars) |
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Operating activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Realized and unrealized gain on marketable equity securities |
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Realized and unrealized loss on derivative instruments |
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Stock-based compensation expense |
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Issuance of shares for mineral lease payment |
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Depreciation |
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Amortization of right of use lease asset |
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Increase in asset retirement and reclamation liabilities |
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Changes in operating assets and liabilities: |
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Prepaid expenses and other current assets |
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Accounts payable and other current liabilities |
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Net cash used in operating activities |
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Investing activities: |
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(Purchase) sale of short-term investments – net |
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Additions to mineral properties |
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Cash from sale of marketable equity securities |
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Cash paid for settlement of derivative instruments |
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Sale of derivative instruments – net |
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Additions to other assets |
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Net cash (used by) provided by investing activities |
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Financing activities: |
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Issuance of common stock – net of issuing costs |
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Issuance of common stock upon exercise of stock options |
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Net cash provided by financing activities |
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Net increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash, beginning of year |
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Cash, cash equivalents and restricted cash, end of year |
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See Notes to Consolidated Financial Statements.
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| Table of Contents |
SOLITARIO RESOURCES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2025 and 2024
1. Business and Summary of Significant Accounting Policies
Business and company formation
Solitario Resources Corp. (“Solitario,” or the “Company”) is smaller reporting company as defined by rules issued by the United States Securities and Exchange Commission (“SEC”). Solitario was incorporated in the state of Colorado on November 15, 1984 as a wholly-owned subsidiary of Crown Resources Corporation. In July 1994, Solitario became a publicly traded company on the Toronto Stock Exchange (the “TSX”) through its initial public offering. Solitario has been actively involved in mineral exploration since 1993. Solitario’s primary business is to acquire exploration mineral properties or royalties and/or discover economic deposits on its mineral properties and advance these deposits, either on its own or through joint ventures, up to the development stage. At or prior to development, Solitario would likely attempt to sell its mineral properties, pursue their development either independently or through a joint venture with a partner that has expertise in mining operations, or create a royalty with a third party that would continue to advance the property. Solitario has never developed a property. Solitario is primarily focused on the acquisition and exploration of precious metal, zinc and other base metal exploration mineral properties. In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario from time to time 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.
Solitario has recorded revenue in the past from the sale of mineral properties, including the sale of certain mineral royalties. Revenues and / or proceeds from the sale or joint venture of properties or assets, although potentially 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.
Solitario currently considers its carried interest in the Florida Canyon zinc project in Peru (the “Florida Canyon project”), its interest in the Lik zinc project in Alaska (the “Lik project”), and its Golden Crest project in South Dakota (the “Golden Crest project”) to be its core mineral property assets. Nexa Resources, Ltd. (“Nexa”), Solitario’s joint venture partner, is continuing the exploration and furtherance of the Florida Canyon Project and Solitario is monitoring progress at the Florida Canyon Project. Solitario is working with its 50% joint venture partner in the Lik Project, Teck American Incorporated, a wholly owned subsidiary of Teck Resources Limited (both companies are referred to as “Teck”), to further the exploration and evaluate potential development plans for the Lik project. In addition, Solitario has two early-stage projects, the Cat Creek project in Colorado (the “Cat Creek project”) and the Bright Angel project in Colorado (the “Bright Angel project”) acquired by Solitario in the third quarter of 2025. Solitario is conducting mineral exploration on its Golden Crest project, the Cat Creek project and the Bright Angel project on its own.
As of December 31, 2025, Solitario has balances of cash and short-term investments that Solitario anticipates using, in part, to further the development of the Florida Canyon project, the Lik project, the Golden Crest project as well as its Cat Creek and Bright Angel 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.
Financial reporting
The consolidated financial statements include the accounts of Solitario and its wholly owned subsidiaries, the most significant of which are Zazu Metals Corporation, Zazu Metals (AK) Corp., and Minera Solitario Peru, S.A. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("generally accepted accounting principles") and are expressed in US dollars.
Revenue recognition
Solitario’s policy is to recognize revenue from the sale of its exploration mineral properties (those without reserves) on a property-by-property basis, computed as the cash received and / or collectable receivables less any capitalized cost. Payments received for the sale of exploration property interests that are less than the properties cost are recorded as a reduction of the related property's capitalized cost. In addition, Solitario’s policy is to recognize revenue on any receipts of joint venture property payments in excess of its capitalized costs on a property that Solitario may lease to another mining company. Solitario has not recorded revenue from the sale of exploration mineral properties or joint venture property payments during 2025 or 2024.
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| Table of Contents |
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Some of the more significant estimates included in the preparation of Solitario's financial statements pertain to: (i) the recoverability of its mineral properties related to its mineral exploration properties and their future exploration potential; (ii) the fair value of stock option grants to directors, officers, employees and consultants; and (iii) the ability of Solitario to realize its deferred tax assets.
Cash and cash equivalents
Cash equivalents generally include investments securities with original maturities of three months or less when purchased. Cash equivalents at December 31, 2025 include approximately $
Short-term investments in money market funds
Solitario invests in money market funds that seek to maintain a stable net asset value. These funds invest in high-quality, short-term, diversified money market instruments, short-term treasury bills, federal agency securities, certificates of deposits, and commercial paper. Solitario includes its money market funds in short-term investments. Solitario believes the redemption value of these funds is likely to be the fair value, which is represented by the net asset value. Redemption is permitted daily without written notice. Solitario’s money market funds of $
Restricted cash
Solitario’s restricted cash represents investments in certificates of deposit and are restricted primarily for reclamation funding or surety bonds. Restricted cash and cash equivalents balances are carried at fair value. Non-current restricted cash is reported in a separate line on the consolidated balance sheets and totaled $
Mineral properties
Solitario expenses all exploration costs incurred on its mineral properties prior to the establishment of proven and probable reserves through the completion of a feasibility study. Initial acquisition costs of its mineral properties are capitalized. Solitario regularly performs evaluations of its mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable, utilizing established guidelines based upon undiscounted future net cash flows from the asset or upon the determination that certain exploration properties do not have sufficient potential for economic mineralization.
Derivative instruments
Solitario accounts for its derivative instruments in accordance with ASC 815, "Derivatives and Hedging” (“ASC 815”). Solitario previously entered into covered calls from time to time on its investment in Kinross Gold Corporation (“Kinross”) marketable equity securities. Solitario has not designated its covered calls as hedging instruments and any changes in the fair value of the covered calls are recognized in the statements of operations in the period of the change as gain or loss on derivative instruments.
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| Table of Contents |
Fair value
Financial Accounting Standards Board ASC 820, “Fair Value Measurements” (“ASC 820”) establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:
Level 1 : Quoted prices in active markets for identical assets or liabilities;
Level 2 : Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Solitario's short-term investments in money market investments, 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 8, “Fair Value of Financial Instruments,” below.
Marketable equity securities
Solitario's investments in marketable equity securities are carried at fair value, which is based upon quoted prices of the securities owned. Solitario records investments in marketable equity securities for investments in publicly traded marketable equity securities for which it does not exercise significant control and where Solitario has no representation on the board of directors of those companies and exercises no control over the management of those companies. The cost and realized gain or loss on marketable equity securities sold is determined by the specific identification method. Changes in fair value on Solitario’s holdings of marketable equity securities are recorded as unrealized gain or loss in the consolidated statement of operations.
Mineral property joint ventures
Solitario accounts for investments in companies and joint ventures in which we have the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, our share of the net earnings or losses of the investee are included in net income (loss) in the consolidated statements of operations.
Solitario’s mineral property joint ventures represent cost sharing of project costs. Shared costs are expensed as incurred. Solitario does not apply equity-method accounting nor consolidate the operations of Lik or Florida Canyon joint ventures as it does not exercise significant control over these projects.
Foreign exchange
The United States dollar is the functional currency for Solitario and all of Solitario's foreign subsidiaries. Foreign currency gains and losses are included in the results of operations in the period in which they occur.
Income taxes
Solitario accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, income tax expense or benefit are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses, carryovers and tax credits that are available to offset future taxable income and income taxes, respectively. A valuation allowance is provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
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Accounting for uncertainty in income taxes
ASC 740 clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 provides that a company's tax position will be considered settled if the taxing authority has completed its examination, the company does not plan to appeal, and it is remote that the taxing authority would reexamine the tax position in the future. These provisions of ASC 740 had no effect on Solitario's financial position or results of operations. See Note 6, “Income Taxes,” below.
Earnings per share
The calculation of basic and diluted earnings (loss) per share is based on the weighted average number of shares of common stock outstanding during the years ended December 31, 2025 and 2024. Potentially dilutive shares, consisting of outstanding common stock options of
Employee stock compensation and incentive plans
Solitario classifies all of its stock options as equity options in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.” Solitario calculates grant date fair value of options based upon a Black-Scholes model utilizing the vesting term of the option, the grant date historical volatility and the risk-free interest rate on the date of grant. The grant date fair value is amortized on a straight-line basis over the vesting term of the option, and the stock-based compensation is charged to the statement of operations and credited to additional-paid-in-capital. Solitario accounts for forfeitures in the year they occur. See Note 10, “Employee Stock Compensation Plans,” below.
Reclamation and asset retirement obligations
Reclamation obligations associated with Solitario’s exploration activities are recognized when an obligation is incurred, can be reasonably estimated and not concurrently remediated. Expected reclamation costs are periodically reviewed and adjusted to reflect changes related to on-going exploration activities, inflation and on-going activities that reduce potential future reclamation liabilities. Exploration reclamation liabilities on properties without asset retirement obligations are charged to expense when incurred.
Solitario does not apply a discount rate to its asset retirement obligation as the estimated time frame for reclamation on its exploration projects is not currently known, as reclamation is not expected to occur until the end of project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time. Additionally, no depreciation will be recorded on the related asset for the asset retirement obligation until the project goes into operation, which cannot be assured.
Segment reporting
Solitario operates as a single operating segment in accordance with FASB ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. All financial information is presented on a consolidated basis and reviewed by Solitario’s Chief Executive Officer as the Chief Operating Decision Maker (CODM). The CODM uses consolidated net loss, as presented in the consolidated statement of operations, to assess segment performance and allocate resources. The measure of segment assets is reported on the balance sheet as total consolidated assets.
Adopted accounting pronouncements
Solitario has adopted ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, issued by the FASB in August 2023, which clarifies the business combination accounting for joint venture formations (“ASU 2023-05”). The amendments in ASU 2023-05 seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. The adoption of ASU No. 2023-05 did not have a material impact on Solitario’s consolidated financial position or results of operations and statement disclosures.
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The FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures in December 2023 which amended income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid (“ASU 2023-09”). The amendments in ASU 2023-09 are effective for public business entities for fiscal years beginning after December 15, 2025 and may be applied prospectively for interim reporting periods. Solitario has adopted as of the first quarter of 2025 ASU No. 2023-09, which had no impact on its consolidated financial position or results of operations and statement disclosures.
Recent accounting pronouncements
The FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) in November 2024, which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. Under ASU 2024-03, entities will be required to disaggregate information, in tabular format, about specific natural expense categories underlying certain income statement expense line items that are considered ‘relevant’, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Additionally, ASU 2024-03 requires the disclosure of selling expenses, along with how an entity defines such expenses. For public entities, the provisions within ASU 2024-03 (as further clarified through ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)) are effective for the first annual reporting period beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. The provisions within ASU 2024-03 are required to be applied prospectively; however, they may be applied retrospectively for all comparative periods following the effective date. Solitario is currently assessing the impact the adoption of ASU 2024-03 will have on its consolidated financial position or results of operations and statement disclosures.
Risks and Uncertainties
Solitario is subject to various risks and uncertainties that are specific to the nature of its business and the exploration of its mineral properties. Solitario also faces various macro-economic risks and uncertainties, such as risks related to health epidemics, pandemics, and other outbreaks or resurgences of communicable diseases, the occurrence of natural disasters, rising geopolitical tension and instability, acts of war or terrorism, global economic uncertainty, inflationary pressures, interest rate volatility, and volatility and disruption in national and international financial markets. These risks and uncertainties could significantly disrupt Solitario’s operations and may materially and adversely affect its business and financial condition. Certain of these risks and uncertainties are discussed under the heading “Risk Factors” in Item 1A of this 2025 Annual Report and generally identified under the heading “Forward-Looking Statements.”
2. Mineral Properties:
The following table details Solitario’s capitalized mineral properties:
(in thousands) |
| December 31, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Exploration |
|
|
|
|
|
| ||
Lik Project (Alaska – US) |
| $ |
|
| $ |
| ||
Golden Crest Project (South Dakota – US) |
|
|
|
|
|
| ||
Cat Creek Project (Colorado – US) |
|
|
|
|
|
| ||
Bright Angel Project (Colorado – US) |
|
|
|
|
|
| ||
Total exploration mineral properties |
| $ |
|
| $ |
| ||
Exploration property
Solitario's exploration mineral properties at December 31, 2025 and 2024 consist of use rights related to its exploration properties. The amounts capitalized as mineral properties include initial concession and lease or option acquisition costs. At December 31, 2025, none of Solitario’s exploration properties have production (are operating) or have established proven or probable reserves. Solitario's exploration mineral properties represent interests in properties that Solitario believes have exploration and development potential.
| 13 |
| Table of Contents |
Golden Crest
On May 27, 2021, Solitario entered into a lease agreement (the “Golden Crest Agreement”) whereby Solitario acquired exclusive exploration rights in certain claims (the “GC Claims”) in the Black Hills region of South Dakota. The GC Claims are part of Solitario’s Golden Crest project. Terms of the Golden Crest Agreement include scheduled payments to the underlying owner of $
Lik Property
Solitario holds a 50% operating interest in the Lik zinc-lead silver property in northwest Alaska, which Solitario acquired as part of the acquisition of Zazu Metals Corporation (“Zazu”) in July 2017. Solitario recorded its acquisition cost of $
Florida Canyon
Solitario has an interest in its Florida Canyon exploration concessions, which are currently subject to a joint venture agreement where joint venture partners made stand-by joint venture payments to Solitario prior to January 1, 2015. Solitario previously recorded joint venture property payment revenue received in excess of capitalized costs. Per the joint venture agreement, as of December 31, 2025 and 2024, no further standby joint-venture payments are due to Solitario on the Florida Canyon project. At December 31, 2025 and 2024, Solitario has no remaining capitalized costs related to its Florida Canyon joint venture. Per the joint venture agreement with Nexa covering the Florida Canyon project, Solitario currently holds a 39% interest in the Florida Canyon project. Nexa is required to fund 100% of exploration expenditures at the Florida Canyon project, until Nexa commits to put the project into production based upon a positive feasibility study, at which time Nexa’s interest will increase from its current 61% interest to a 70% interest.
Cat Creek
During 2023 Solitario entered into a lease agreement with Cat Creek LLC, the underlying owner of certain mineral claims in Colorado covering the Cat Creek project (the “Cat Creek Agreement”). During 2024 Solitario capitalized its initial payments of $
Bright Angel
In August 2025 Solitario entered into a lease agreement with Tenmile Resources, LLC, the underlying owner of certain mineral claims in Colorado covering the Bright Angel project (the “Bright Angel Agreement”). During 2025 Solitario capitalized its initial payments of $
| 14 |
| Table of Contents |
Exploration Expense
The following items comprised exploration expense:
|
| For the year ended December 31, |
| |||||
(in thousands) |
| 2025 |
|
| 2024 |
| ||
Geologic and field expenses |
| $ |
|
| $ |
| ||
Administrative |
|
|
|
|
|
| ||
Total exploration expense |
| $ |
|
| $ |
| ||
Asset Retirement Obligation and Reclamation Liabilities
Solitario recorded an asset retirement obligation of $
Solitario has not applied a discount rate to the recorded asset retirement obligation as the estimated time frame for reclamation is not currently known, as completion reclamation is not expected to occur until the end of the related project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time. Additionally, no depreciation will be recorded on the related asset for the asset retirement obligation until the Lik project goes into operation, which cannot be assured.
As of December 31, 2025 and 2024, Solitario has no reclamation liability at its Florida Canyon project as Nexa is responsible for the costs at Florida Canyon, including reclamation, if any. In addition, the activities to date at Solitario’s Cat Creek project of staking claims and mapping, soil and rock sampling, and assaying have not created any material environmental or other disturbances.
Solitario is also involved in certain matters concerning its 2025 and 2024 drilling programs’ remediation at its Golden Crest project. Generally, the bulk of remediation at Golden Crest associated with its 2024 and 2025 drilling programs were carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites remaining as of December 31, 2025. At December 31, 2025, Solitario has recorded a reclamation liability of $
Activities at Solitario’s Cat Creek Project and Bright Angel Project through December 31, 2025 have consisted of claim staking and limited mapping and surface sampling which have not resulted in any material reclamation liabilities.
3. Marketable Equity Securities
Solitario's investments in marketable equity securities are carried at fair value, which is based upon quoted prices of the securities owned. The cost of marketable equity securities sold is determined by the specific identification method. Changes in fair value are recorded in the consolidated statement of operations.
At December 31, 2025 and 2024, Solitario owned the following marketable equity securities:
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||||||||||
|
| shares |
|
| Fair value (000’s) |
|
| Shares |
|
| Fair value (000’s) |
| ||||
Kinross Gold Corp. |
|
| - |
|
| $ |
|
|
|
|
| $ |
| |||
Vendetta Mining Corp. |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Vox Royalty Corp. |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
|
|
|
| $ |
|
|
|
|
|
| $ |
| ||
| 15 |
| Table of Contents |
The following tables summarize Solitario’s marketable equity securities and adjustments to fair value:
(in thousands) |
| December 31, 2025 |
|
| December 31, 2024 |
| ||
Marketable equity securities at cost |
| $ |
|
| $ |
| ||
Cumulative unrealized loss on marketable equity securities |
|
| ( | ) |
|
| ( | ) |
Marketable equity securities at fair value |
| $ |
|
| $ |
| ||
The following table represents changes in marketable equity securities:
(in thousands) |
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Cost of marketable equity securities sold |
| $ |
|
| $ |
| ||
Realized gain on marketable equity securities sold |
|
|
|
|
|
| ||
Gross proceeds from the sale of marketable equity securities sold |
|
| ( | ) |
|
| ( | ) |
Net gain on marketable equity securities |
|
|
|
|
|
| ||
Change in marketable equity securities at fair value |
| $ | ( | ) |
| $ |
| |
The following table represents the realized and unrealized gain (loss) on marketable equity securities:
(in thousands) |
| Year ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Unrealized (loss) gain on marketable equity securities |
| $ | ( | ) |
| $ |
| |
Realized gain on marketable equity securities sold |
|
|
|
|
|
| ||
Net gain on marketable equity securities |
| $ |
|
| $ |
| ||
During 2025, Solitario sold its holdings of
4. Operating Lease
Solitario leases one facility, its Wheat Ridge, Colorado administrative office (the “WR Lease”), that has a term of more than one year. Solitario has no other significant operating lease costs. The WR Lease was extended in October 2023 to February 2026 and Solitario recorded a net increase in right of use assets of $
During 2025 and 2024, Solitario recognized $
| 16 |
| Table of Contents |
5. Other Assets
The following items comprised other assets:
(in thousands) |
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Furniture and fixtures, net of accumulated depreciation |
| $ |
|
| $ |
| ||
Right of use office lease asset |
|
|
|
|
|
| ||
Exploration bonds and other assets |
|
|
|
|
|
| ||
Total other assets |
| $ |
|
| $ |
| ||
6. Income Taxes
As a result of being in a tax-loss position, Solitario has not recorded a tax provision for the years ending on December 31, 2025 or 2024. The net deferred income tax assets/liabilities in the December 31, 2025 and 2024 consolidated balance sheets include the following components:
(in thousands) |
| 2025 |
|
| 2024 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Loss carryovers |
| $ |
|
| $ |
| ||
Mineral Property |
|
|
|
|
|
| ||
Capitalized Exploration Costs |
|
|
|
|
|
| ||
Stock option compensation expense |
|
|
|
|
|
| ||
Other |
|
|
|
|
|
| ||
Unrealized loss on short-term investments |
|
|
|
|
|
| ||
Lease Liability |
|
|
|
|
|
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Total deferred tax assets |
|
|
|
|
|
| ||
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Lease Asset |
|
|
|
|
|
| ||
Basis difference on fixed assets |
|
|
|
|
|
| ||
Total deferred tax liabilities |
|
|
|
|
|
| ||
Net deferred tax liabilities |
| $ |
|
| $ |
| ||
Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Significant Accounting Policies, the provision for income taxes for the years ended December 31, 2025, differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income from operations as a result of the following differences:
(in thousands) |
| 2025 |
|
|
| |||
Expected income tax benefit |
| $ | ( | ) |
|
| % | |
Equity based compensation |
|
|
|
|
| - |
| |
Foreign tax rate differences - Canada |
|
| ( | ) |
|
| % | |
Foreign tax rate differences - Peru |
|
| ( | ) |
|
| % | |
US/Colorado state income tax, net of federal tax benefit |
|
| ( | ) |
|
| % | |
Change in valuation allowance – U.S. |
|
|
|
|
| - | % | |
Change in valuation allowance – Canada |
|
| ( | ) |
|
| % | |
Change in valuation allowance – Peru |
|
|
|
|
| - | % | |
Prior year return reconciliation |
|
| ( | ) |
|
| % | |
Permanent differences and other |
|
| ( | ) |
|
| % | |
Income tax (benefit) expense |
| $ |
|
|
| - |
| |
| 17 |
| Table of Contents |
The provision for income taxes for the years ended December 31, 2024, differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income from operations as a result of the following differences presented in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:
(in thousands) |
| 2024 |
| |
Expected income tax benefit |
| $ | ( | ) |
Foreign tax rate differences |
|
| ( | ) |
State income tax |
|
| ( | ) |
Change in valuation allowance |
|
|
| |
Prior year return reconciliation |
|
| ( | ) |
Permanent differences and other |
|
| ( | ) |
Income tax (benefit) expense |
| $ |
| |
Solitario has U.S. Federal net operating loss (NOL) carryovers of $
7. Derivative Instruments
From time-to-time Solitario sold covered call options against its holdings of shares of Kinross common stock included in marketable equity securities. The business purpose of selling covered calls was to provide additional income on a limited portion of shares of Kinross that Solitario may have elected to sell in the near term, which is generally defined as less than one year. Any changes in the fair value of its covered calls are recognized in the statement of operations in the period of the change. During 2025, Solitario recorded a loss on derivative instruments of $
During 2024, Solitario sold covered calls against its holdings of Kinross common stock for net proceeds of $
8. Fair Value of Financial Instruments:
For certain of Solitario's financial instruments, including cash and cash equivalents, and short-term investments the carrying amounts approximate fair value due to their short maturities. Solitario's marketable equity securities, including its investment in shares of Kinross common stock, Vendetta common stock, and Vox Royalty Corp. common stock are carried at their estimated fair value based on publicly available quoted market prices.
| 18 |
| Table of Contents |
Solitario applies ASC 820 that establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements within a hierarchy between Level 1: quoted market prices; Level 2 quoted market prices for similar assets and liabilities; and Level 3: unobservable inputs with little or no market data.
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. During the years ended December 31, 2025 and 2024, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.
The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of December 31, 2025:
(in thousands) |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Short-term investments |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Marketable equity securities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of December 31, 2024:
(in thousands) |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Short-term investments |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Marketable equity securities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kinross calls |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Items measured at fair value on a recurring basis:
Short-term investments: At December 31, 2025 and 2024 Solitario has $
Marketable equity securities: At December 31, 2025 and 2024, the fair value of Solitario’s holdings in shares of Vendetta, Kinross, and Vox Royalty marketable equity securities are based upon quoted market prices. See Note 3, “Marketable Equity Securities,” above.
During the years ended December 31, 2025 and 2024, Solitario did not change any of the valuation techniques used to measure its financial assets and liabilities at fair value.
9. Commitments and Contingencies
At December 31, 2025 and 2024, Solitario has recorded an asset retirement and reclamation liability obligation of $
Solitario leases office space under a non-cancelable operating lease for the Wheat Ridge, Colorado office which provides for future total minimum rent payments as of December 31, 2025 of $
10. Employee Stock Compensation Plans
On June 18, 2013, Solitario’s shareholders approved the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan, as amended (the “2013 Plan”), which expired in April 2023. Under the terms of the 2013 Plan, a total of
| 19 |
| Table of Contents |
On June 20, 2023, Solitario’s shareholders approved the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”). Under the terms of the 2023 Plan, a total of
a.) Stock option grants
The following table shows the grant date fair value of Solitario’s awards during 2025 and 2024 pursuant to the 2023 Plan. There were no grants under the 2013 Plan in 2025 or 2024.
Grant Date |
| 06/07/24 |
|
| 12/02/25 (1) |
| ||
Plan |
| 2023 Plan |
|
| 2023 Plan |
| ||
Option – grant date price |
| $ |
|
| $ |
| ||
Options granted |
|
|
|
|
|
| ||
Expected life years |
|
|
|
|
|
| ||
Expected volatility |
|
| % |
|
| % | ||
Risk free interest rate |
|
| % |
|
| % | ||
Weighted average fair value |
| $ |
|
| $ |
| ||
Grant date fair value |
| $ |
|
| $ |
| ||
____________
(1) | Option grants have a five-year term, and vest |
b.) Stock option activity
During 2025 and 2024, options for
|
| 2025 |
|
| 2024 |
| ||||||||||||||||||
|
|
|
| Weighted |
|
|
|
|
|
| Weighted |
|
|
| ||||||||||
|
|
|
| Average |
|
| Aggregate |
|
|
|
| Average |
|
| Aggregate |
| ||||||||
|
|
|
| Exercise |
|
| Intrinsic |
|
|
|
| Exercise |
|
| Intrinsic |
| ||||||||
|
| Options |
|
| Price |
|
| Value (1)(2) |
|
| Options |
|
| Price |
|
| Value (1)(2) |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Outstanding, beginning of year |
|
|
|
| $ |
|
|
|
|
|
|
|
| $ |
|
|
|
| ||||||
Granted |
|
|
|
| $ |
|
|
|
|
|
|
|
| $ |
|
|
|
| ||||||
Exercised |
|
| ( | ) |
| $ |
|
| $ |
|
|
| ( | ) |
| $ |
|
| $ |
| ||||
Expired |
|
| - |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
Forfeited |
|
| ( | ) |
| $ |
|
|
|
|
|
|
| ( | ) |
| $ |
|
|
|
|
| ||
Outstanding, end of year |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
| ||||||
Exercisable, end of year |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
| ||||||
____________
(1) | Intrinsic value based upon December 31, 2025 and 2024 price of a share of Solitario common stock as quoted on the NYSE American exchange of $ |
(2) | For options exercised during 2025 and 2024 the intrinsic value based upon the price of a share of Solitario common stock as quoted on the NYSE American on the date of exercise of each option. |
During the years ended December 31, 2025 and 2024, Solitario recorded $
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| Table of Contents |
11. Shareholders’ Equity
Private Placements
On August 14, 2025, Solitario issued
On June 18, 2025, Solitario closed on a private placement of
On June 18, 2025, Solitario closed on a private placement of
At the Market Offering Agreement
On December 19, 2023, Solitario entered into an amendment to its at-the-market offering agreement that was originally entered into in 2021 (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which Solitario may, from time to time, issue and sell shares of Solitario’s common stock through Wainwright as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $
During 2025, Solitario sold an aggregate of
12. Subsequent Events
Solitario has evaluated events subsequent to December 31, 2025, to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. As of March 4, 2026 Solitario has sold
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PART IV
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10-K:
1. Financial Statements
The following financial statements contained in Part II, Item 8 are filed as part of this Annual Report on Form 10-K:
Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (Assure CPA, Spokane, Washington, LLC PCAOB ID 444) Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 Notes to Consolidated Financial Statements |
2. Financial Statement Schedules
Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes thereto described in Item 15(1) above.
3. Exhibits
The Exhibits listed in the Index to Exhibits, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this Annual Report on Form 10-K.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SOLITARIO RESOURCES CORP. |
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By: | /s/ James R. Maronick |
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| James R. Maronick Chief Financial Officer |
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Date: | March 10, 2025 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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/s/ Christopher E. Herald |
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Christopher E. Herald, Chief Executive Officer |
| Principal Executive Officer and Director |
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/s/ James R. Maronick |
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James R. Maronick, Chief Financial Officer |
| Principal Financial and Accounting Officer |
| March 10, 2026 |
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/s/ John Labate | A majority of |
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John Labate | the Board of |
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/s/ James Hesketh |
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James Hesketh |
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/s/ Gil Atzmon |
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Gil Atzmon |
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/s/ Debbie Austin |
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Debbie Austin |
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/s/ Joshua D. Crumb |
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Joshua D. Crumb |
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By: | /s/ James R. Maronick |
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| James R. Maronick, Attorney-in-fact |
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INDEX TO EXHIBITS
Description | |||
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3.1 | 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) | ||
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3.1.1 | 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) | ||
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3.1.2 | Articles of Amendment to Restated Articles of Incorporation of Solitario Resources Corp. (incorporated by reference to Exhibit 3.1 to Solitario’s Current Report on Form 8-K filed on July 19, 2023) | ||
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3.1.3 | Articles of Amendment to Restated Articles of Incorporation of Solitario Resources Corp. (incorporated by reference to Exhibit 3.1 to Solitario’s Current Report on Form 8-K filed on June 20, 2025) | ||
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3.2 | Amended and Restated By-laws of Solitario Resources Corp., as amended (incorporated by reference to Exhibit 3.1 to Solitario’s Form 8-K filed on April 23, 2021) | ||
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4.1 | Form of Common Stock Certificate of Solitario Resources Corp. (incorporated by reference to Exhibit 4.1 to Solitario’s Form 10-Q filed on August 9, 2023) | ||
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4.2 | Description of Common Stock (incorporated by reference to Exhibit 4.2 to Solitario’s Form 10-K filed on March 2, 2020) | ||
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10.1# | 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to Solitario’s Form 8-K filed on June 20, 2013) | ||
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10.2# | Change in Control Severance Benefits Agreement between Solitario Resources Corporation and Christopher E. Herald, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.1 to Solitario's Form 8-K filed on March 14, 2007) | ||
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10.3# | Change in Control Severance Benefits Agreement between Solitario Resources Corporation and James R. Maronick, dated as of March 14, 2007 (incorporated by reference to Exhibit 99.2 to Solitario's Form 8-K filed on March 14, 2007) | ||
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10.4 | Framework Agreement for the Exploration and Development of Potential Mining Properties, related to Solitario's 100% owned Florida Canyon project in Peru between Minera Florida Canyon S.A., Minera Solitario Peru S.A.C., Solitario Resources Corporation, and Votorantim Metais – Cajamarquilla S.A., dated March 24, 2007 (incorporated by reference to Exhibit 10.2 to Solitario's Form 8-K filed on October 4, 2007) | ||
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10.5# | First Amendment to the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to Solitario’s Form 8-K filed on June 29, 2017) | ||
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10.6# | 2023 Stock and Incentive Plan (incorporated by reference to Appendix B to Solitaro’s definitive proxy statement on Schedule 14A filed with the SEC on April 28, 2023) | ||
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10.7 | Form of Award Agreement for the 2023 Solitario Stock and Incentive Plan (incorporated by reference to Exhibit 10-7 to Solitario’s Form 10-K filed on March 22, 2024) | ||
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10.8 | At The Market Offering Agreement between Solitario Resources Corp. and H.C. Wainwright & Co., LLC, dated February 2, 2021 (incorporated by reference to Solitario’s Form 8-K filed on February 2, 2021) | ||
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10.9 | Amendment to At the Market Offering Agreement between Solitario Resources Corp. and H.C. Wainwright & Co., LLC, dated December 19, 2023(incorporated by reference to Exhibit 1.2 to Solitario’s Form S-3 Amendment No. 1 filed on December 20, 2023) | ||
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10.10 | Mining Lease Between Golden Crest II, LLC and Solitario Resources Corp., dated May 27, 2021 (incorporated by reference to Exhibit 10.12 to Solitario’s Form 10-K filed on March 22, 2024) | ||
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10.11 | Stock Purchase Agreement by and between Solitario Resources Corp. and Newmont Overseas Exploration Ltd. (incorporated by reference to Exhibit 10.1 to Solitario’s Form 10-K filed on June 20, 2025) | ||
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10.13 | Amended and Restated Investor Rights Agreement by and between Solitario Resources Corp. and Newmont Overseas Exploration, Ltd dated June 11, 2025 (incorporated by reference to Exhibit 10.2 to Solitario’s Form 10-K filed on June 20, 2025) | ||
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14.1 | Code of Ethics for the Chief Executive Officer and Senior Financial Officer (incorporated by reference to Exhibit 99.1 to Solitario's Form 8-K filed on July 18, 2006) | ||
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19.1 | Solitario Resources Corp. Confidentiality and Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Solitario’s Form 10-K filed on March 22, 2024) | ||
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21.1** | Subsidiaries of Solitario Resources Corp. | ||
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23.1** | Consent of Assure CPA, LLC | ||
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24.1** | Power of Attorney | ||
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31.1* | 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 | ||
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31.2* | 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 | ||
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32.1* | 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 | ||
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96.1 | Technical Report Summary for the Florida Canyon Project (incorporated by reference to Exhibit 96.1 to Solitario’s Form 10-K filed on March 30, 2022) | ||
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96.2 | Technical Report Summary for the Lik Project (incorporated by reference to Exhibit 96.1 to Solitario’s Form 10-K filed on March 30, 2022) | ||
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97 | Solitario Resources Corp. Compensation Recoupment Policy, effective October 2, 2023 (incorporated by reference to Exhibit 97 to Solitario’s Form 10-K filed on March 22, 2024) | ||
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101** | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) Condensed Consolidated Statements of Operations for the years ended December 31, 2025 and 2024, (iii) Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024; and (iv) Notes to the Condensed Unaudited Consolidated Financial Statements. | ||
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104 | Cover Page Interactive Data File (embedded within the XBRL document) | ||
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* Filed herewith
** Filed with the Original Filing on March 5, 2026
# Designates a management contract, or a compensatory plan or arrangement.
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FAQ
What is the purpose of Solitario Resources (XPL) 2025 Form 10-K/A Amendment No. 1?
How did Solitario Resources (XPL) perform financially in 2025?
What is Solitario Resources’ (XPL) balance sheet strength at December 31, 2025?
How is Solitario Resources (XPL) funding its exploration activities?
Which core mineral projects does Solitario Resources (XPL) emphasize in its 2025 report?
What did the auditor conclude about Solitario Resources’ (XPL) 2025 financial statements?
