Solitario Resources : 2023 2nd Quarter

UNITED STATES SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

• QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934

For the quarterly period ended June 30, 2023

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934

For the transition period from

to

Commission File Number. 001-39278

SOLITARIO RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Colorado

84-1285791

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

4251 Kipling St. Suite 390, Wheat Ridge, CO

80033

(Address of principal executive offices)

(Zip Code)

[phone]

(Registrant's telephone number, including area code)

Solitario Zinc Corp.

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

XPL

NYSE American

Indicate by checkmark whether the registrant (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.

Yes ☒NO ☐

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).

Yes ☒

NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐

Non-accelerated filer☒

Smaller reporting company ☒

Emerging Growth Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐

NO ☒

There were 69,518,040 shares of $0.01 par value common stock outstanding as of August 8, 2023.

		TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION	Page
Item 1	Financial Statements	3
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4	Controls and Procedures	23
PART II - OTHER INFORMATION
Item 1	Legal Proceedings	24
Item 1A	Risk Factors	24
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3	Defaults Upon Senior Securities	24
Item 4	Mine Safety Disclosures	24
Item 5	Other Information	24
Item 6	Exhibits	24
SIGNATURES	25
		2

Table of Contents
	PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
	SOLITARIO RESOURCES CORP.
	CONDENSED CONSOLIDATED BALANCE SHEETS
	(unaudited)
(in thousands of U.S. dollars,		June 30,		December 31,
except share and per share amounts)		2023			2022
Assets
Current assets:
	Cash and cash equivalents	$	496		$	316
	Short-term investments		2,077			3,951
	Investments in marketable equity securities, at fair value		1,051			949
	Prepaid expenses and other		366			38
	Total current assets		3,990			5,254
Mineral properties		16,646			16,646
	Other assets		199			134
	Total assets	$	20,835		$	22,034
	Liabilities and Shareholders' Equity
Current liabilities:
	Accounts payable	$	235		$	228
	Kinross call option		8			-
	Operating lease liability		31			35
	Total current liabilities		274			263
Long-term liabilities
	Operating lease liability - Long-term		70			-
	Asset retirement obligation - Lik		125			125
	Total long-term liabilities		195			125
Commitments and contingencies
Equity:
	Shareholders' equity:
	Preferred stock, $0.01 par value, authorized 10,000,000 shares (none issued and outstanding at June 30, 2023 and December 31, 2022)		-			-
	Common stock, $0.01 par value, authorized 100,000,000 shares (64,851,373 and 64,801,373 shares, respectively, issued and outstanding at June 30, 2023 and
	December 31, 2022)		649			648
	Additional paid-in capital		75,025			74,886
	Accumulated deficit		(55,308)		(53,888)
	Total shareholders' equity		20,366			21,646
	Total liabilities and shareholders' equity	$	20,835		$	22,034

See Notes to Unaudited Condensed Consolidated Financial Statements

3

Table of Contents
		SOLITARIO RESOURCES CORP.
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		(Unaudited)
			Three months ended				Sixmonths ended
(in thousands of U.S. dollars, except per share amounts)			June 30				June 30
Costs, expenses and other:		2023		2022				2023			2022
	Exploration expense	$	555	$	951	$	830	$	1,177
	Depreciation			6			8		12		16
	General and administrative			315			277		791		664
Total costs, expenses and other			876			1,236		1,633		1,857
	Other (loss) income
	Interest and dividend income			26			41		53		68
	Gain (loss) on derivative instruments			23			(3)		23		(4)
	(Loss) gain on sale of marketable equity securities			-			(78)		-		(159)
	Unrealized gain (loss) on short-term investments			14			(47)		35		(98)
	Unrealized (loss) gain on marketable equity securities			(227)			(368)		102		(155)
	Total other (loss) income			(164)			(455)			213			(348)
	Net (loss) income	$	(1,040)	$	(1,691)	$	(1,420)	$	(2,205)
	(Loss) income per common share:
	Basic and diluted	$	(0.02)	$	(0.03)	$	(0.02)	$	(0.03)
Weighted average shares outstanding:
	Basic and diluted			64,807			64,769		64,804		63,748

See Notes to Unaudited Condensed Consolidated Financial Statements

4

Table of Contents
	SOLITARIO RESOURCES CORP.
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	(Unaudited)
			Sixmonths ended
(in thousands of U.S. dollars)	2023	June 30,	2022
Operating activities:
	Net loss	$	(1,420)	$	(2,205)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation		12			16
	Amortization of right of use lease asset		20			20
	Unrealized (gain) loss on marketable equity securities		(102)		155
	Unrealized (gain) loss on short-term investments		(35)		98
	Employee stock option expense		126			26
	Loss on sale of marketable equity securities		-			159
	(Gain) loss on derivative instruments		(23)		3
	Changes in operating assets and liabilities:
	Prepaid expenses and other		(328)		222
	Accounts payable and other liabilities		(15)		234
	Net cash used in operating activities		(1,765)		(1,272)
	Investing activities:
	Sale (purchase) of short-term investments, net		1,909			(881)
	Purchase of mineral property		-			(10)
	Purchase of other assets - net		(9)		(49)
	Cash from sale of marketable equity securities		-			53
	Sale of derivative instruments - net		31			-
	Net cash provided (used in) by investing activities		1,931			(887)
	Financing activities:
	Issuance of common stock - net of issuing costs		-			2,023
	Stock options exercised for cash		14			20
	Net cash provided by financing activities		14			2,043
Net increase (decrease) in cash and cash equivalents		180			(116)
	Cash and cash equivalents, beginning of period		316			462
	Cash and cash equivalents, end of period	$	496		$	346
Supplemental Cash Flowinformation:
	Acquisition of right to use asset	$	87		$	-

See Notes to Unaudited Condensed Consolidated Financial Statements

5