CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the
information incorporated by reference herein and therein contain
certain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, which we refer to
as the Exchange Act. Such statements are based on assumptions and
expectations which we deemd reasonable but which may not be
realized and are inherently subject to risks, uncertainties and
other factors, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and
actual results, performance, transactions or achievements,
financial and otherwise, may differ materially from the results,
performance, transactions or achievements expressed or implied by
the forward-looking statements. Risks, uncertainties and other
factors that might cause such differences, some of which could be
material, include, but are not limited to:
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Commodity price
fluctuations, particularly for zinc;
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The effects of
pandemics such as COVID-19 on health in our operating jurisdictions
and the world-wide, national, state and local responses to such
pandemics;
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Political and/or
regulatory changes in our operating jurisdictions;
Our
estimates of the value and recovery of our short-term
investments;
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Our estimates of
future exploration, development, general and administrative and
other costs;
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Our ability to
realize a return on our investment in the Lik project in Alaska,
the Florida Canyon project in Peru, and the Golden Crest project in
South Dakota;
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Our ability to
successfully identify and execute on transactions to acquire new
mineral exploration properties and other related
assets;
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Our estimates of
fair value of our holdings in shares of Vendetta Mining Corp., Vox
Royalty Corp. and Kinross Gold Corp.;
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Our expectations
regarding development and exploration of our properties and assets
including those subject to joint venture and shareholder
agreements;
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Our future
financial condition or results of operations and our future
revenues and expenses;
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Our business
strategy and other plans and objectives for future
operations;
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Costs to own,
maintain and fund development costs for our projects and
operations;
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Unexpected changes
in business and economic conditions, including the rate of
inflation;
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Results of current
and future feasibility studies;
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Changes in investor
perception of our industry;
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Acts of God such as
floods, earthquakes and any other natural disasters;
and
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Other risks
identified in the section entitled “Risk Factors” in
this prospectus supplement, the accompanying prospectus, in our
Annual Report on Form 10-K for the fiscal year ended December 31,
2020, or 2020 Form 10-K, each subsequently filed Quarterly Report
on Form 10-Q, and, from time to time, in other reports we file with
the SEC or in other documents that we publicly
disseminate.
This
list, together with the factors identified under the section
entitled “RISK FACTORS,” is not an exhaustive list of
the factors that may affect any of our forward-looking statements.
You should read this prospectus supplement, the accompanying
prospectus, and any documents incorporated by reference in any of
those documents completely and with the understanding that our
actual future results may be materially different from what we
expect. These forward-looking statements represent our beliefs,
expectations and opinions only as of the date on which they were
made.
Although we believe
that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. These forward-looking
statements involve risks, uncertainties and other factors that may
cause our actual results in future periods to differ materially
from forecasted results. We do not undertake to publicly update or
revise these forward-looking statements, whether as a result of new
information, future events or otherwise, other than to reflect a
material change in the information previously disclosed, as
required by applicable law. You should review our subsequent
reports filed from time to time with the SEC on Forms 10-K, 10-Q
and 8-K and any amendments thereto. We qualify all of our
forward-looking statements by these cautionary
statements.
Prospective investors are urged not to put undue reliance on
forward-looking statements.
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PROSPECTUS SUPPLEMENT
SUMMARY
This summary highlights information incorporated by reference into
or contained elsewhere in this prospectus supplement and the
accompanying prospectus. This summary may not contain all of the
information that may be important to you. You should read carefully
all of the information contained in or incorporated by reference
into this prospectus supplement and the accompanying prospectus,
including the information set forth under the caption “Risk
Factors” beginning on page S-4 of this prospectus supplement
and in our 2020 Form 10-K, subsequently filed Quarterly Reports on
Form 10-Q, and our consolidated financial statements and the
related notes thereto incorporated in those reports before making a
decision to purchase our shares.
Overview of Our Business
We are an exploration stage company under Industry
Guide 7, as issued by the SEC, with a focus on the acquisition of
precious and base metal properties with exploration potential and
the development or purchase of royalty interests. Currently, our
primary focus is the acquisition and exploration of precious metal
and zinc-related exploration mineral properties. However, we
continue to evaluate other mineral properties for
acquisition. We acquire and hold a portfolio of exploration
properties for future sale, joint venture, or to create a royalty
prior to the establishment of proven and probable reserves.
Although our mineral properties may be
developed in the future by us, through a joint venture or by a
third party, we have never developed a mineral
property.
Our
current geographic focus for the evaluation of potential mineral
property assets is in North and South America; however, we have
conducted property evaluations for potential acquisition in other
parts of the world. We currently consider our carried interest in
the Florida Canyon project in Peru, our interest in the Lik project
in Alaska, and our Golden Crest project in South Dakota to be our
core mineral property assets. In addition, we have one other
exploration property in Peru. We are conducting independent
exploration activities on our own and through joint ventures
operated by our partners in Peru and the United
States.
In
2017, we acquired a 50% operating interest in the Lik
zinc-lead-silver property in Northwest Alaska, which is estimated
to contain a large tonnage, high-grade deposit potentially mineable
by open-pit methods. Teck American Inc., a wholly owned subsidiary
of Tech Resources Limited is a 50% partner in the Lik project, and
it acts as the project manager. A Preliminary Economic Assessment
(“PEA”) was completed on the Lik deposit in
2014.
We
hold a 39% interest in the advanced, high-grade, Florida Canyon
zinc project located in northern Peru. The project has a
significant mineral resource and we are fully carried to production
by our joint venture partner Nexa Resources, Ltd.
(“Nexa”). Solitario and Nexa completed a PEA on the
Florida Canyon deposit in August 2017. Except for the 2018-2019
drilling program, Nexa has funded 100% of project expenditures
since the inception of the Florida Canyon joint venture in 2006.
The Florida Canyon project consists of 16 concessions comprising
12,600 hectares of mineral rights originally granted to Minera
Bongará S.A., our subsidiary incorporated in Peru. The
property is located in the Department of Amazonas, northern Peru.
Solitario's and Nexa’s property interests are held through
the ownership of shares in Minera Bongará S.A., a joint
operating company that holds a 100% interest in the mineral rights
and other project assets.
In
May 2021 we entered into a lease agreement to acquire the exclusive
exploration rights in certain claims in the Black Hills region of
South Dakota (the “GC Claims”). The GC Claims
constitute a portion of our Golden Crest Project. The lease
agreement requires periodic payments to the lessor, and a success
fee if a qualified NI 43-101 Technical report identifies certain
amounts of gold at the project. The lease term is for an initial
twenty years and will be automatically extended, so long as we are
performing any exploration, development or minining activites on
the leased claims. In addition we have staked additional mineral
claims, including some claims included in the area of interest of
the GC Claims. Currently the Golden Crest project consists of
mineral claims covering approximately 28,000 acres of mineral
rights.
We are
exploring other mineral properties that may be developed in the
future by us or through a joint venture. We also from time to time
evaluate mineral assets and projects for acquisition and additional
properties on which to potentially buy a royalty.
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We have
been actively involved in mineral exploration projects since 1993.
We have recorded revenue in the past
from the sale of mineral properties, including from a royalty in
January 2019 and the sale in June 2018 of our interest in the
royalty on the Yanacocha property. Future revenues from the
sale of properties or royalty interests, if any, will likely occur
on an infrequent basis (if at all). Historically we have reduced our exposure to the
costs of our exploration activities through the use of joint
ventures. We anticipate that the use of joint venture funding for
some of our exploration activities will continue for the
foreseeable future.
Corporate Information
We were
incorporated in Colorado on November 15, 1984 under the name
Solitario Resources Corporation as a wholly-owned subsidiary of
Crown Resources Corporation, or Crown. On June 12, 2008, our
shareholders approved an amendment to the Articles of Incorporation
to change our name from Solitario Resources Corporation to
Solitario Exploration & Royalty Corp. In July 1994, we became a
publicly traded company on the Toronto Stock Exchange through our
initial public offering. On July 26, 2004, Crown completed a
spin-off of its holdings of our shares to its shareholders as part
of the acquisition of Crown by Kinross Gold Corporation.
In July 2017, we acquired Zazu Metals
Corp. and its 50% interest in the Lik project in Alaska and changed
our name to Solitario Zinc Corp. from Solitario Exploration &
Royalty Corp.
Our
website address is www.Solitarioxr.com. The information contained
in, or that can be accessed through, our website is not
incorporated by reference into this prospectus and is not part of
this prospectus supplement.
Our
common stock is listed on the NYSE American under the symbol
“XPL” and on the Toronto Stock Exchange under the
symbol “SLR.” Our principal executive offices are
located at 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado
80033. Our telephone number is (303) 534-1030.
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Shares of common stock offered by us
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3,100,000
shares of our common stock. Certain
insiders, including our Chief Executive Officer, may purchase
shares in this offering at the public offering price and on the
same terms as the other purchasers in this offering. The shares are
being offered directly by the Company on a best efforts basis,
there is no escrow for the offering, and there is no minimum number
of shares of common stock we must sell prior to effecting a
closing.
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Common stock to be outstanding after
this offering
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62,036,399
shares of common stock.
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Use of proceeds
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We
intend to use the net proceeds from this offering for general
corporate purposes which may include operating expenses for our
exploration projects and interests, working capital, and potential
asset or strategic acquisitions. See “Use of
Proceeds.”
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NYSE
American symbol
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"XPL"
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Risk factors
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An
investment in our common stock involves certain risks. We urge you
to carefully consider all of the information described in the
section entitled “Risk Factors” beginning on page S-4
of this prospectus supplement and the risk factors incorporated by
reference from our filings with the SEC.
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The information above
regarding the number of shares of our common stock outstanding is
based on 58,936,399 shares of common stock outstanding as of
November 30, 2021. The number of shares of our common stock
outstanding as of that date does not include 5,750,000 shares
reserved for issuance under our equity compensation plan, of which
5,513,000 at November 30, 2021 are issuable upon the exercise of
outstanding options to purchase common stock. Our outstanding
options have a weighted average exercise price of $0.49 per share
as of November 30, 2021.
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An investment in our common stock offered by this prospectus
supplement and the accompanying prospectus involves a high degree
of risk. You should carefully consider the following risk factors
in addition to the remainder of this prospectus supplement and the
accompanying prospectus, including the information incorporated by
reference, including under the heading “RISK FACTORS”
in the accompanying prospectus, in our 2020 Form 10-K and any
reports subsequently filed by us with the SEC before making an
investment decision. The risks and uncertainties described in these
incorporated documents and described below are not the only risks
and uncertainties that we face. Additional risks and uncertainties
not presently known to us or which we currently consider to be
immaterial may also impair our business operations. If any of these
risks actually occurs, our business, financial condition and
results of operations would suffer. In that event, the trading
price of our shares could decline, and you may lose all or part of
your investment in our shares. The risks discussed below also
include forward-looking statements, and our actual results may
differ substantially from those discussed in these forward-looking
statements. Please see the section entitled “Cautionary
Statement Regarding Forward-Looking Statements” in this
prospectus supplement.
Additional Risks Relating to the Offering and Our Common
Stock
Our management will have broad discretion in the use of the net
proceeds from this offering and may allocate the net proceeds from
this offering in ways that you and other shareholders may not
approve.
Our
management will have broad discretion in the use of the net
proceeds, including for any of the purposes described in the
section entitled “Use of Proceeds,” and you will not
have the opportunity as part of your investment decision to assess
whether the net proceeds are being used appropriately. All of the
net proceeds will be used at the discretion of management to fund
operating expenses, working capital needs, and for general
corporate purposes. The failure of our management to use these
funds effectively could have a material adverse effect on our
business, cause the market price of our common stock to decline and
delay the exploration or development at any of our exploration
projects. Pending their use, we intend to invest the net proceeds
in a variety of capital preservation instruments, including
short-term, investment-grade, interest-bearing instruments and U.S.
government securities. These investments may not yield a favorable
return to our shareholders.
Sales of substantial amounts of our common stock or the perception
that such sales may occur could cause the market price of our
common stock to drop significantly, even if our business is
performing well.
Future
sales of substantial amounts of our common stock, or securities
convertible or exchangeable into shares of our common stock, into
the public market, including shares of our common stock issuable
upon exercise of options and warrants, or perceptions that those
sales could occur, could adversely affect the prevailing market
price of our common stock and our ability to raise capital in the
future. Additionally, the market price of our common stock could
decline as a result of sales of shares of our common stock by, or
the perceived possibility of sales by, our existing shareholders in
the market after this offering. These sales might also make it more
difficult for us to sell equity securities at a time and price that
we deem appropriate.
We may sell additional equity or debt securities in the future to
fund our operations, which may result in dilution to our
shareholders and impose restrictions on our business.
In
order to raise additional funds to support our operations, we may
sell additional equity or debt securities, which, in the case of
equity securities, would result in dilution to all of our
shareholders or, in the case of debt securities, impose restrictive
covenants that adversely impact our business. The sale or other
incurrence of indebtedness would result in increased fixed payment
obligations and could also result in restrictive covenants, such as
limitations on our ability to incur additional debt and certain
operating restrictions that could adversely impact our ability to
conduct our business. We have an effective shelf registration
statement from which additional shares of common stock and other
securities can be offered. We cannot assure you that we will be
able to sell shares or other securities in any other offering at a
price per share that is equal to or greater than the price per
share paid by investors in this offering. If the price per share at
which we sell additional shares of our common stock or related
securities in future transactions is less than the price per share
in this offering, investors who purchase our common stock in this
offering will suffer a dilution of their investment. If we are
unable to expand our operations or otherwise capitalize on our
business opportunities, our business, financial condition and
results of operations could be materially adversely
affected.
Purchasers in this offering will likely experience immediate and
substantial dilution in the book value of their
investment.
The
offering price per share of our common stock in this offering will
exceed the net tangible book value per share of our common stock
outstanding prior to this offering. Assuming that an aggregate of
3,100,000 shares of our common stock are sold at the offering price
of $0.50 per share, and after deducting estimated offering
expenses, you will experience immediate dilution of $0.12 per
share, representing the difference between our as adjusted net
tangible book value per share as of September 30, 2021 after
giving effect to this offering and the offering price. See
“Dilution” for a more detailed discussion of the
dilution you will incur if you purchase shares of common stock in
this offering.
Because we do not anticipate paying any cash dividends on our
capital stock in the foreseeable future, capital appreciation, if
any, will be your sole source of gain.
We
have never paid or declared any cash dividends on our capital
stock. We currently intend to retain earnings, if any, to finance
the growth and development of our business and we do not anticipate
paying any cash dividends in the foreseeable future. As a result,
only appreciation of the price of our common stock will provide a
return to our shareholders.
The offering is being conducted on a best-efforts basis and there
is no offering minimum.
The
offering is being conducted on a best-efforts basis directly by the
Company without an underwriter or placement agent, and there is no
prescribed minimum for this offering. It is uncertain whether the
Company will be able to sell the entire amount of the shares
offered. In addition, any investment submitted directly to the
Company in this offering will be immediately available to the
Company regardless of the total amount the Company is able to raise
in the offering, even if the Company does not raise any specific
amount of funds that may be necessary to fund certain of the
Company’s plans and operations.
We
estimate that the net proceeds from the sale of common stock that
we are offering will be approximately $1.525 million, after
deducting estimated offering expenses.
We
intend to use the net proceeds from this offering for working
capital, general corporate purposes, which may include operating
expenses for our projects and assets, working capital and potential
asset or strategic acquisitions.
The
expected use of the net proceeds from the sale of common stock
offered by this prospectus supplement represents our intentions
based upon our current plans and business conditions. The amounts
and timing of our actual expenditures may vary significantly
depending on numerous factors and, as a result, our management will
retain broad discretion over the allocation of the net proceeds
from this offering. Until we use the net proceeds from this
offering for the purposes described above, we may invest them in a
variety of capital preservation investments, including short-term,
investment-grade, interest-bearing instruments and U.S. government
securities.
We have not paid a dividend in our history and do
not anticipate paying a dividend in the foreseeable future.
However, at the present time, we are not a party to any
agreement that would limit our ability to pay
dividends.
If you
purchase any of the shares of common stock offered by this
prospectus supplement, you will experience dilution to the extent
of the difference between the price per share of common stock you
pay in this offering and the net tangible book value per share of
our common stock immediately after this offering. Our net tangible
book value as of September 30, 2021 was approximately $21,929,000,
or $0.37 per share of common stock. Net tangible book value per
share represents our total tangible assets (which excludes
intangible assets such as deferred taxes), less our total
liabilities, divided by the aggregate number of shares of our
common stock outstanding as of September 30, 2021.
After
giving effect to the sale of an aggregate of 3,100,000 shares of
common stock in this offering at the public offering price of $0.50
per share, and after deducting estimated offering expenses payable
by us, our as adjusted net tangible book value as of September 30,
2021 would have been approximately $23,454,000, or $0.38 per share.
This amount represents an immediate increase in net tangible book
value of $0.01 per share to existing shareholders as a result of
this offering and immediate dilution of approximately $0.12 per
share to new investors purchasing our common stock in this
offering. The following table illustrates this dilution on a per
share basis.
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Offering price per
share
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$0.50
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Net
tangible book value per share as of September 30, 2021
(unaudited)….
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$0.37
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Increase
in net tangible book value per share attributable to this
offering
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$0.01
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As-adjusted net
tangible book value per share after this
offering
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$0.38
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Dilution per share
to new investors participating in this offering
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$0.12
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The
table and discussion above are based on 58,633,766 shares
outstanding as of September 30, 2021. This number excludes
5,513,000 shares of common stock issuable upon the exercise of
outstanding options under the 2013 Solitario Exploration &
Royalty Corp. Omnibus Stock and Incentive Plan as of
September 30, 2021.
To the
extent that outstanding options are exercised, investors purchasing
our common stock in this offering will experience further dilution.
In addition, we may choose to raise additional capital because of
market conditions or strategic considerations, even if we believe
that we have sufficient funds for our current or future operating
plans. To the extent that additional capital is raised through the
sale of equity or convertible debt securities, the issuance of
these securities could result in further dilution to our
shareholders.
We are offering 3,100,000 shares of our
common stock directly to investors, who are expected to include
certain existing Company shareholders (which may include certain
Company insiders, including our Chief Executive Officer).
The shares will be offered by our
officers and directors to persons or institutions who we believe
may be interested in purchasing shares. The offering is being
conducted on a best efforts basis and there is no minimum amount of
investments we must receive prior to effecting a closing of the
offering. Therefore, we may not sell the entire amount of common
stock being offered. To purchase shares investors will be required
to execute and deliver a subscription agreement to the Company and
make certain customary representations and warranties to the
Company. No underwriters or agents will be involved, and no
commissions will be payable by us with respect to the offering. Any
expected closing of the offering would occur following receipt of
necessary approvals of listing of the shares from both of the NYSE
American and the TSX.
The
validity of the shares of common stock offered by this prospectus
supplement will be passed upon for us by Polsinelli PC, Denver,
Colorado.
Our
financial statements as of December 31, 2020 and for each of the
two years then-ended included in our Annual Report on Form 10-K for
the year ended December 31, 2020 has been incorporated by reference
in this prospectus in reliance upon the reports of Plante &
Moran PLLC, Denver, Colorado, our independent registered public
accounting firm for those years.
These
financial statements have been incorporated herein by reference
upon the authority of said firms as experts in accounting and
auditing.
INFORMATION INCORPORATED
BY REFERENCE
The SEC
allows us to incorporate by reference information into this
prospectus supplement. This means we can disclose information to
you by referring you to another document we filed or will file with
the SEC. This prospectus supplement incorporates by reference the
following documents (other than any portion of the respective
filings furnished, rather than filed, under the applicable SEC
rules) that we have filed or will file with the SEC (File No.
001-34857) but have not included or delivered with this prospectus
supplement:
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Our Annual Report
on Form 10-K for the fiscal year ended December 31,
2020;
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Our Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2021;
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Our Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2021;
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Our Quarterly
Report on Form for the quarterly period ended September 30,
2021;
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Our Current Reports
on Form 8-K filed with the SEC on February 2, 2021 and April 23,
2021;
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Our Definitive
Proxy Statement on Schedule 14A filed April 28, 2021 (solely those
portions that were incorporated by reference into Part III of our
Annual Report on Form 10-K for the year ended December 31,
2020);
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The description of
our common stock contained in Exhibit 4.2 to our Form 10-K for the
fiscal year ended December 31, 2020; and
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All documents, or
portions thereof, filed by us subsequent to the date of this
prospectus supplement under Section 13(a), 13(c), 14 or 15 of the
Exchange Act, prior to the termination of this
offering.
Documents, or
portions thereof, furnished or deemed furnished by us are not
incorporated by reference into this prospectus supplement or the
accompanying prospectus. Information that we file later with the
SEC will automatically update and supersede the previously filed
information. For information with regard to other documents
incorporated by reference in the accompanying prospectus, see
“Incorporation by Reference” in the accompanying
prospectus.
We will
make those documents available to you without charge upon your oral
or written request. Requests for those documents should be directed
to:
Solitario
Zinc Corp.
Attn:
Corporate Secretary
4251
Kipling Street, Suite 390
Wheat
Ridge, Colorado 80033
(303)
534-1030
WHERE YOU CAN FIND MORE
INFORMATION
We are
subject to the information requirements of the Exchange Act, which
means that we are required to file reports, proxy statements, and
other information with the SEC. The SEC maintains an Internet
website at www.sec.gov where you can access reports, proxy
information and registration statements, and other information
regarding registrants that file electronically with the SEC through
the EDGAR system.
We have
filed a registration statement on Form S-3 to register the shares
to be issued pursuant to this prospectus supplement. As allowed by
SEC rules, this prospectus supplement does not contain all of the
information you can find in the registration statement or the
exhibits to the registration statement because some parts of the
registration statement are omitted in accordance with the rules and
regulations of the SEC. You may obtain a copy of the registration
statement from the SEC or from the SEC’s
website.
Our
filings with the SEC, as well as additional information about us,
are also available to the public through our website at
www.Solitarioxr.com and are made as soon as reasonably
practicable after such material is filed with or furnished to the
SEC. Information contained on, or that can be accessed through, our
website is not incorporated into this prospectus supplement or our
other securities filings and does not form a part of this
prospectus supplement.
Prospectus
$12,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
This
prospectus provides you with a general description of the
securities that Solitario Zinc Corp. may offer and sell, from time
to time, either individually or in units. Each time we sell
securities pursuant to this prospectus we will provide a prospectus
supplement that will contain specific information about the terms
of any securities we offer and the specific manner in which we will
offer such securities. The prospectus supplement will also contain
information, where appropriate, about material United States
federal income tax consequences relating to, and any listing on a
securities exchange of, the securities covered by the prospectus
supplement. The prospectus supplement may also add, update or
change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement carefully
before you invest in our securities.
We may
offer these securities in amounts, at prices and on terms
determined at the time of offering. We may sell the securities
directly to you, through agents we select, or through underwriters
and dealers we select. If we use agents, underwriters or dealers to
sell the securities, we will name them and describe their
compensation in a prospectus supplement.
Our
common stock is listed on the NYSE American under the symbol
“XPL.” On September 28, 2020, the closing price for our
common stock as reported on the NYSE American was $0.40 per share.
Our principal executive offices are located at 4251 Kipling Street,
Suite 390, Wheat Ridge, Colorado 80033.
Investing
in our securities involves a high degree of risk. You should review
carefully the risks and uncertainties described under the heading
“Risk Factors” contained in this prospectus beginning
on page 2 and the applicable prospectus supplement, and under
similar headings in the other documents that are incorporated by
reference into this prospectus.
The date of this prospectus is October 8, 2020.
Table of Contents
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Page
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ABOUT THIS
PROSPECTUS
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1
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ABOUT SOLITARIO
ZINC CORP.
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2
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RISK
FACTORS
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3
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FORWARD-LOOKING
STATEMENTS
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3
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RATIOS OF EARNINGS
TO FIXED CHARGES
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3
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HOW WE INTEND TO
USE THE PROCEEDS
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3
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DESCRIPTION OF THE
SECURITIES
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4
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DESCRIPTION OF
COMMON STOCK
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5
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DESCRIPTION OF
PREFERRED STOCK
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6
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DESCRIPTION OF DEBT
SECURITIES
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7
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DESCRIPTION OF
WARRANTS
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9
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DESCRIPTION OF
RIGHTS
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DESCRIPTION OF
UNITS
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FORMS OF
SECURITIES
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PLAN OF
DISTRIBUTION
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CERTAIN PROVISIONS
OF COLORADO LAW AND OF OUR AMENDED AND RESTATED ARTICLES OF
INCORPORATION, AS AMENDED, AND AMENDED AND RESTATED
BY-LAWS
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INFORMATION
INCORPORATED BY REFERENCE
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WHERE YOU CAN FIND
MORE INFORMATION
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EXPERTS
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LEGAL
MATTERS
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This
prospectus is part of a registration statement filed with the
Securities and Exchange Commission, or the SEC, utilizing a shelf
registration process. Under this shelf registration process, we may
sell any combination of the securities described in this
prospectus, either individually or in units, in one or more
offerings, up to a total dollar amount of $12,000,000.
This
prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will
provide a prospectus supplement that will contain specific
information about the terms of that specific offering. The
prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional
information described under the heading “Where You Can Find
More Information.”
We have not authorized anyone to provide you with
any information or to make any representations other than those
contained in this prospectus, any applicable prospectus supplement
or any free writing prospectuses prepared by or on behalf of us or
to which we have referred you. We take no responsibility for, and
can provide no assurance as to the reliability of, any other
information that others may give you. We will not make an offer to
sell these securities in any jurisdiction where the offer or sale
is not permitted. You should assume that the information appearing
in this prospectus and any applicable prospectus supplement to this
prospectus is accurate as of the date on the respective covers of
such documents, and that any information incorporated by reference
is accurate only as of the date of the document incorporated by
reference, regardless of the time of delivery of this
prospectus, such prospectus supplement, or any sale or issuance of
a security, unless we indicate
otherwise. Our business, financial condition, results of operations
and prospects may have changed materially
since those dates. You should rely only on
the information contained or incorporated by reference in this
prospectus or any accompanying prospectus
supplement.
Unless the context otherwise requires, all references to
“Solitario,” “the Company,”
“we,” “our,” “us” or “our
company” in this prospectus refer to Solitario Zinc Corp., a
Colorado corporation.
ABOUT SOLITARIO ZINC CORP.
Solitario is an exploration stage company under
Industry Guide 7, as issued by the SEC, with a focus on the
acquisition of precious and base metal properties with exploration
potential and the development or purchase of royalty interests.
Currently our primary focus is the acquisition and exploration of
zinc-related exploration mineral properties. However, we continue
to evaluate other mineral properties for acquisition. We
acquire and hold a portfolio of exploration properties for future
sale, joint venture, or to create a royalty prior to the
establishment of proven and probable reserves. Although our mineral properties may be developed
in the future by us, through a joint venture or by a third party,
we have never developed a mineral property.
Our
current geographic focus for the evaluation of potential mineral
property assets is in North and South America; however, we have
conducted property evaluations for potential acquisition in other
parts of the world. We currently consider our carried interest in
the Florida Canyon project in Peru and our interest in the Lik
project in Alaska to be our core mineral property assets. In
addition, we have one other exploration property in Peru. We are
conducting independent exploration activities on our own and
through joint ventures operated by our partners in Peru and the
United States.
We are
exploring other mineral properties that may be developed in the
future by us or through a joint venture. We may also evaluate
mineral properties to potentially buy a royalty.
We have
been actively involved in mineral exploration since 1993.
We have recorded revenue in the past
from the sale of mineral properties, including from a royalty in
January 2019 and the sale in June 2018 of our interest in the
royalty on the Yanacocha property. Future revenues from the
sale of properties or royalty interests, if any, will likely occur
on an infrequent basis (if at all). Historically we have reduced our exposure to the
costs of our exploration activities through the use of joint
ventures. Although we anticipate that the use of joint venture
funding for some of our exploration activities will continue for
the foreseeable future, we can provide no assurance that these or
other sources of capital will be available in sufficient amounts to
meet our needs, if at all.
Corporate Information
We were
incorporated in Colorado on November 15, 1984 under the name
Solitario Resources Corporation as a wholly-owned subsidiary of
Crown Resources Corporation, or Crown. On June 12, 2008, our
shareholders approved an amendment to the Articles of Incorporation
to change our name from Solitario Resources Corporation to
Solitario Exploration & Royalty Corp. In July 1994, Solitario
became a publicly traded company on the Toronto Stock Exchange
through its initial public offering. On July 26, 2004, Crown
completed a spin-off of its holdings of our shares to its
shareholders as part of the acquisition of Crown by Kinross Gold
Corporation. In July 2017 Solitario
acquired Zazu Metals Corp. and its 50% interest in the Lik project
in Alaska and changed its name to Solitario Zinc Corp. from
Solitario Exploration & Royalty Corp.
Our
website address is www.Solitarioxr.com. The information contained
in, or that can be accessed through, our website is not
incorporated by reference into this prospectus and is not part of
this prospectus.
Our
common stock is listed on the NYSE American under the symbol
“XPL” and on the Toronto Stock Exchange under the
symbol “SLR.” Our principal executive offices are
located at 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado
80033. Our telephone number is (303) 534-1030.
RISK FACTORS
Investing in our
securities involves a high degree of risk. Please see the risk
factors under the heading “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2019, on
file with the SEC, and those risk factors identified in reports
subsequently filed with the SEC, including our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2020, which are
incorporated by reference into this prospectus. Before you invest
in our securities, you should carefully consider these risks as
well as other information we include or incorporate by reference
into this prospectus and the applicable prospectus supplement. The
risks and uncertainties we have described are not the only ones
facing our company. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also
affect our business operations. The occurrence of any of these
risks might cause you to lose all or part of your investment in the
offered securities. The discussion of risks includes or refers to
forward-looking statements; you should read the explanation of the
qualifications and limitations on such forward-looking statements
discussed elsewhere in this prospectus.
FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that
involve risks and uncertainties, as well as assumptions that, if
they never materialize or prove incorrect, could cause our results
to differ materially from those expressed or implied by such
forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including any projections of financing needs, revenue,
expenses, earnings or losses from operations, or other financial
items; any statements of the plans, strategies and objectives of
management for future operations; any statements concerning
exploration and development plans and timelines; any statements of
expectation or belief; any statements regarding the impact to our
business from the COVID-19 global crisis; and any statements of
assumptions underlying any of the foregoing. In addition, forward
looking statements may contain the words “believe,”
“anticipate,” “expect,”
“estimate,” “intend,” “plan,”
“project,” “will be,” “will
continue,” “will result,” “seek,”
“could,” “may,” “might,” or any
variations of such words or other words with similar
meanings.
The
forward-looking statements included in this prospectus represent
our estimates as of the date of this prospectus. We specifically
disclaim any obligation to update these forward-looking statements
in the future, except as required by law. These forward-looking
statements should not be relied upon as representing our estimates
or views as of any date subsequent to the date of this
prospectus.
RATIOS OF EARNINGS TO FIXED CHARGES
If we
offer debt securities and/or preference equity securities under
this prospectus, then we will, at that time, and if required by the
rules promulgated by the SEC, provide a ratio of earnings to fixed
charges and/or ratio of combined fixed charges and preference
dividends to earnings, respectively, in the applicable prospectus
supplement for such offering.
HOW WE INTEND TO USE THE
PROCEEDS
Unless
otherwise provided in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities
under this prospectus to fund exploration and development of our
mineral properties, and for general corporate purposes, including
capital expenditures and working capital. We may use a portion of
our net proceeds to invest in or acquire additional mineral
property assets or royalty interests. We will set forth in the
prospectus supplement our intended use for the net proceeds
received from the sale of any securities. Pending the application
of the net proceeds, we intend to invest the net proceeds in
investment-grade, interest-bearing securities.
DESCRIPTION OF THE SECURITIES
We may
offer, from time to time, in one or more offerings, up to
$12,000,000 of the following securities:
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common
stock;
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preferred
stock;
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subordinated
debt securities;
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any
combination of the foregoing securities.
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The
aggregate initial offering price of the offered securities that we
may issue will not exceed $12,000,000. Until such time as the
aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Company is $75 million or more, the
aggregate market value of securities sold by or on behalf of the
Company pursuant to this registration statement during the period
of 12 calendar months immediately prior to, and including, a sale
under this registration statement will be no more than one-third of
the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Company. If we issue debt
securities at a discount from their principal amount, then, for
purposes of calculating the aggregate initial offering price of the
offered securities issued under this prospectus, we will include
only the initial offering price of the debt securities and not the
principal amount of the debt securities.
This
prospectus contains a summary of the general terms of the various
securities that we may offer. The prospectus supplement relating to
any particular securities offered will describe the specific terms
of the securities, which may be in addition to or different from
the general terms summarized in this prospectus. Because the
summary in this prospectus and in any prospectus supplement does
not contain all of the information that you may find useful, you
should read the documents relating to the securities that are
described in this prospectus or in any applicable prospectus
supplement. Please read “Where You Can Find More
Information” to find out how you can obtain a copy of those
documents.
The
applicable prospectus supplement will also contain the terms of a
given offering, the initial offering price and our net proceeds.
Where applicable, a prospectus supplement will also describe any
material United States federal income tax consequences relating to
the securities offered and indicate whether the securities offered
are or will be quoted or listed on any quotation system or
securities exchange.
DESCRIPTION OF COMMON STOCK
The
following summary of certain rights and terms of our common stock
does not purport to be complete. You should refer to our Articles,
and our By-laws, both of which are included as exhibits to the
registration statement we have filed with the SEC in connection
with this offering. The summary below is also qualified by
provisions of applicable law.
General Terms
We are
authorized to issue 100,000,000 shares of common stock. On
September 28, 2020, we had 58,107,466 shares of common stock
outstanding and approximately 3,200 stockholders of record. Except
as otherwise provided by any series of preferred stock that may
later be created, holders of our common stock have exclusive voting
rights for the election of directors and for all other purposes.
Holders of our common stock are entitled to one vote per share on
all matters to be voted upon by our stockholders. Neither our
Articles nor our By-laws authorize cumulative voting. The holders
of our common stock are entitled to receive dividends, if any, as
may be declared from time to time by our board of directors out of
funds legally available for the payment of dividends, subject to
the rights of any series of preferred stock. In the event of a
liquidation, dissolution or winding up of Solitario, the holders of
our common stock are entitled to share ratably in all assets
remaining after payment of the preferential amounts, if any, to
which the holders of our preferred stock, if any, are entitled. Our
common stock has no preemptive, conversion or other subscription
rights. There are no redemption or sinking fund provisions
applicable to our common stock. All of our outstanding shares of
common stock are fully paid and non-assessable.
Our Board of Directors
Our
board of directors currently has six members. Our Articles and our
By-laws provide that the number of directors shall be fixed from
time to time by resolution adopted by the vote of a majority of the
directors then in office, but shall in no event be less than three
(except that there need be only as many directors as there are
stockholders in the event the outstanding shares are held of record
by fewer than three stockholders) nor more than nine. Our Articles
provide that, upon the first election of directors by the
stockholders after an increase in the number of directors to nine
or more, the board of directors shall be divided into three nearly
equal classes, with each classes’ term expiring on a
staggered basis. Vacancies and newly created directorships may be
filled by a majority of the directors then in office, though less
than a quorum. Directors may be removed with or without cause by
the affirmative vote of a majority of the outstanding shares
of capital stock entitled to vote generally in the election of
directors cast at a meeting of the stockholders called for that
purpose. If a director is elected by a voting group of
stockholders, only the stockholders of that voting group may
participate in the vote to remove that director.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock in the United
States is Computershare Trust Company, N.A. and in Canada is
Computershare Investor Services Inc.
NYSE MKT and Toronto Stock Exchange
Our
common stock is listed for quotation on the NYSE MKT under the
symbol “XPL” and on the Toronto Stock Exchange under
the symbol “SLR.”
DESCRIPTION OF PREFERRED
STOCK
We are
authorized to issue 10,000,000 shares of preferred stock. As of the
date of this prospectus, no shares of our preferred stock were
outstanding. The following summary of certain provisions of our
preferred stock does not purport to be complete. You should refer
to our Amended and Restated Articles of Incorporation, as amended,
or the Articles, and our amended and restated by-laws, or the
By-laws, both of which are included as exhibits to the registration
statement we have filed with the SEC in connection with this
offering. The summary below is also qualified by provisions of
applicable law.
General Terms
Our
board of directors may, without further action by our stockholders,
from time to time, direct the issuance of shares of preferred stock
in series and may, at the time of issuance, determine the rights,
preferences and limitations of each series, including voting
rights, dividend rights and redemption and liquidation preferences.
Satisfaction of any dividend preferences of outstanding shares of
preferred stock would reduce the amount of funds available for the
payment of dividends on shares of our common stock (although we do
not anticipate paying any dividends to the holders of our common
stock in the foreseeable future). Holders of shares of preferred
stock may be entitled to receive a preference payment in the event
of any liquidation, dissolution or winding-up of our company before
any payment is made to the holders of shares of our common stock.
In some circumstances, the issuance of shares of preferred stock
may render more difficult or tend to discourage a merger, tender
offer or proxy contest, the assumption of control by a holder of a
large block of our securities or the removal of incumbent
management as discussed below. Upon the affirmative vote of our
board of directors, without stockholder approval, we may issue
shares of preferred stock with voting and conversion rights which
could adversely affect the holders of shares of our common
stock.
If we
offer a specific series of preferred stock under this prospectus,
we will describe the terms of the preferred stock in the prospectus
supplement for such offering and will file a copy of the articles
of amendment to the Articles establishing the terms of the
preferred stock with the SEC. To the extent required, this
description will include:
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the
title and stated value;
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the
number of shares offered, the liquidation preference per share and
the purchase price;
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the
dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation for such dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate;
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the
procedures for any auction and remarketing, if any;
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the
provisions for a sinking fund, if any;
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the
provisions for redemption, if applicable;
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any
listing of the preferred stock on any securities exchange or
market;
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whether
the preferred stock will be convertible into our common stock, and,
if applicable, the conversion price (or how it will be calculated)
and conversion period;
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whether
the preferred stock will be exchangeable into debt securities, and,
if applicable, the exchange price (or how it will be calculated)
and exchange period;
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voting
rights, if any, of the preferred stock;
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a
discussion of any material and/or special United States federal
income tax considerations applicable to the preferred
stock;
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the
relative ranking and preferences of the preferred stock as to
dividend rights and rights upon liquidation, dissolution or winding
up of the affairs of Solitario; and
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any
material limitations on issuance of any class or series of
preferred stock ranking senior to or on a parity with the series of
preferred stock as to dividend rights and rights upon liquidation,
dissolution or winding up of Solitario.
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The
preferred stock offered by this prospectus will, when issued, not
have, or be subject to, any preemptive or similar
rights.
Transfer Agent and Registrar
The
transfer agent and registrar for our preferred stock in the United
States will be Computershare Trust Company, N.A. and in Canada will
be Computershare Investor Services Inc.
DESCRIPTION OF DEBT
SECURITIES
We
may offer debt securities from time to time, as either senior or
subordinated debt or as senior or subordinated convertible debt, in
one or more offerings under this prospectus. We will issue any such
debt securities under one or more separate indentures that we will
enter into with a trustee to be named in the indenture and
specified in the applicable prospectus supplement. The specific
terms of debt securities being offered will be described in the
applicable prospectus supplement. We have filed a form of indenture
as an exhibit to the registration statement of which this
prospectus forms a part.
The
prospectus supplement relating to a particular issue of debt
securities will describe the terms of those debt securities and the
related indenture, which may include (without limitation) the
following:
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the title or
designation of the debt securities;
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any limit upon the
aggregate principal amount of the debt securities;
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the price or prices
at which the debt securities will be issued;
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the maturity date
or dates, or the method of determining the maturity date or dates,
of the debt securities;
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the date or dates
on which we will pay the principal on the debt
securities;
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the interest rate,
which may be fixed or variable, or the method for determining the
rate and the date interest will begin to accrue, the date or dates
interest will be payable and the record dates for interest payment
dates or the method for determining such dates;
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the manner in which
the amounts of payment of principal of, premium or interest on the
debt securities will be determined, if these amounts may be
determined by reference to an index based on a currency or
currencies other than that in which the debt securities are
denominated or designated to be payable or by reference to a
commodity, commodity index, stock exchange index or financial
index;
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any conversion or
exchange features;
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if payments of
principal of, premium or interest on the debt securities will be
made in one or more currencies or currency units other than that or
those in which the debt securities are denominated, the manner in
which the exchange rate with respect to these payments will be
determined;
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the place or places
where the principal of, premium and interest on the debt securities
will be payable , where the debt securities may be surrendered for
transfer or exchange and where notices or demands to or upon the
Company may be served;
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the terms and
conditions upon which we may redeem the debt
securities;
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any obligation we
have to redeem or purchase the debt securities pursuant to any
sinking fund or analogous provisions or at the option of a holder
of debt securities;
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the dates on which
and the price or prices at which we may repurchase the debt
securities at our option or at the option of the holders of debt
securities and other detailed terms and provisions of these
repurchase obligations;
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the denominations
in which the debt securities will be issued, if other than
denominations of $1,000 and any integral multiple
thereof;
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the portion of
principal amount of the debt securities payable upon declaration of
acceleration of the maturity date, if other than the entire
principal amount;
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if other than the
U.S. dollar, the currencies or currency units in which the debt
securities are issued and in which the principal of, premium and
interest, if any, on, and additional amounts, if any, in respect of
the debt securities will be payable;
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whether the debt
securities are to be issued at any original issue discount, or OID, and the
amount of discount with which such debt securities may be
issued;
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whether the debt
securities will be issued in the form of certificated debt
securities or global debt securities;
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the extent to which
any of the debt securities will be issuable in temporary or
permanent global form and, if so, the identity of the depositary
for the global debt security, or the manner in which any interest
payable on a temporary or permanent global debt security will be
paid;
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information with
respect to book-entry procedures;
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the terms and
conditions upon which the debt securities will be so convertible or
exchangeable into securities or property of another person, if at
all, and any additions or changes, if any, to permit or facilitate
such conversion or exchange;
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whether the debt
securities will be subject to subordination and the terms of such
subordination;
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any restriction or
condition on the transferability of the debt
securities;
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a discussion of any
material United States federal income tax consequences of owning
and disposing of the debt securities;
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the provisions
related to compensation and reimbursement of the trustee which
applies to securities of such series;
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the events of
default and covenants with respect to the debt securities and the
acceleration provisions with respect to the debt
securities;
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any provisions for
the satisfaction and discharge or defeasance or covenant defeasance
of the indenture under which the debt securities are
issued;
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if other than the
trustee, the identity of each security registrar, paying agent and
authenticating agent; and
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any other terms of
the debt securities.
The
indenture and the debt securities are expected to be governed by
and construed in accordance with the laws of the State of New York.
We intend to disclose the relevant restrictive covenants for any
issuance or series of debt securities in the applicable prospectus
supplement. Unless otherwise indicated in the applicable prospectus
supplement, the debt securities will not be listed on any
securities exchange. As of the date of this prospectus, we have no
outstanding registered debt securities.
As of
the date of this prospectus, no warrants to purchase shares of our
common stock, preferred stock and/or debt securities were
outstanding. We may issue warrants to purchase shares of our common
stock, preferred stock, debt securities and / or other securities
in one or more series together with other securities or separately,
as described in the applicable prospectus supplement. Below is a
description of certain general terms and provisions of the warrants
that we may offer. Particular terms of the warrants will be
described in the warrant agreements and the prospectus supplement
to the warrants.
The
applicable prospectus supplement will contain, where applicable,
the following terms of and other information relating to the
warrants:
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the
specific designation and aggregate number of, and the price at
which we will issue, the warrants;
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the
currency or currency units in which the offering price, if any, and
the exercise price are payable;
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the
designation, amount and terms of the securities purchasable upon
exercise of the warrants;
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if
applicable, the exercise price for shares of our common stock and
the number of shares of common stock to be received upon exercise
of the warrants;
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if
applicable, the exercise price for shares of our preferred stock,
the number of shares of preferred stock to be received upon
exercise, and a description of that series of our preferred
stock;
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if
applicable, the exercise price for our debt securities, the amount
of debt securities to be received upon exercise, and a description
of that series of debt securities;
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the
date on which the right to exercise the warrants will begin and the
date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the
specific date or dates on which you may exercise the
warrants;
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whether
the warrants will be issued in fully registered form or bearer
form, in definitive or global form or in any combination of these
forms, although, in any case, the form of a warrant included in a
unit will correspond to the form of the unit and of any security
included in that unit;
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any
applicable material United States federal income tax
consequences;
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the
identity of the warrant agent for the warrants and of any other
depositaries, execution or paying agents, transfer agents,
registrars or other agents;
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the
proposed listing, if any, of the warrants or any securities
purchasable upon exercise of the warrants on any securities
exchange;
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if
applicable, the date from and after which the warrants and the
common stock, preferred stock and/or debt securities will be
separately transferable;
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if
applicable, the minimum or maximum amount of the warrants that may
be exercised at any one time;
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information
with respect to book-entry procedures, if any;
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the
anti-dilution provisions of the warrants, if
any;
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any
redemption or call provisions;
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whether
the warrants are to be sold separately or with other securities as
parts of units; and
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any
additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the
warrants.
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Exercise of Warrants
Each
warrant will entitle the holder to purchase for cash that principal
amount of, or number of, securities, as the case may be, at the
exercise price set forth in, or to be determined as set forth in,
the applicable prospectus supplement relating to the warrants.
After the close of business on the expiration date, unexercised
warrants will become void. Upon receipt of payment and the warrant
certificate properly completed and duly executed, we will, as soon
as practicable, issue the securities purchasable upon exercise of
the warrant. If less than all of the warrants represented by the
warrant certificate are exercised, a new warrant certificate will
be issued for the remaining amount of warrants.
No Rights of Security Holder Prior to Exercise
Before
the exercise of their warrants, holders of warrants will not have
any of the rights of holders of the securities purchasable upon the
exercise of the warrants, and will not be entitled to:
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in
the case of warrants to purchase debt securities, payments of
principal of, or any premium or interest on, the debt securities
purchasable upon exercise; or
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in
the case of warrants to purchase equity securities, the right to
vote or to receive dividend payments or similar distributions on
the securities purchasable upon exercise.
Transfer Agent and Registrar
The
transfer agent and registrar for any warrants will be set forth in
the applicable prospectus supplement.
As
specified in the applicable prospectus supplement, we may issue
rights to purchase the securities offered in this prospectus to our
existing stockholders, and such rights may or may not be issued for
consideration. The applicable prospectus supplement will describe
the terms of any such rights. The description in the prospectus
supplement will not purport to be complete and will be qualified in
its entirety by reference to the documents pursuant to which such
rights will be issued.
DESCRIPTION OF UNITS
This
section outlines some of the provisions of the units and the unit
agreements. This information may not be complete in all respects
and is qualified entirely by reference to the unit agreement with
respect to the units of any particular series. The specific terms
of any series of units will be described in the applicable
prospectus supplement. If so described in a particular supplement,
the specific terms of any series of units may differ from the
general description of terms presented below.
We may
issue units comprised of shares of preferred stock, shares of
common stock, warrants and debt securities in any combination. Each
unit will be issued so that the holder of the unit is also the
holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued
may provide that the securities included in the unit may not be
held or transferred separately, at any time or at any time before a
specified date.
The
applicable prospectus supplement may describe:
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the
designation and terms of the units and of the securities comprising
the units, including whether and under what circumstances those
securities may be held or transferred separately;
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any
provisions of the governing unit agreement;
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the
price or prices at which such units will be issued;
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the
applicable United States federal income tax considerations relating
to the units;
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any
provisions for the issuance, payment, settlement, transfer or
exchange of the units or of the securities comprising the units;
and
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any
other terms of the units and of the securities comprising the
units.
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The
provisions described in this section, as well as those described
under “Description of Preferred Stock,”
“Description of Common Stock,” “Description of
Warrants”, “Description of Debt Securities”, and
“Description of Rights” will apply to the securities
included in each unit, to the extent relevant.
Issuance in Series
We may
issue units in such amounts and in as many distinct series as we
wish. This section summarizes terms of the units that apply
generally to all series. Most of the financial and other specific
terms of your series will be described in the applicable prospectus
supplement.
Unit Agreements
We will
issue the units under one or more unit agreements to be entered
into between us and a bank or other financial institution, as unit
agent. We may add, replace or terminate unit agents from time to
time. We will identify the unit agreement under which each series
of units will be issued and the unit agent under that agreement in
the applicable prospectus supplement.
The
following provisions will generally apply to all unit agreements
unless otherwise stated in the applicable prospectus
supplement.
Modification Without Consent
We and
the applicable unit agent may amend any unit or unit agreement
without the consent of any holder:
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to cure
any ambiguity; any provisions of the governing unit agreement that
differ from those described below;
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to
correct or supplement any defective or inconsistent provision;
or
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to make
any other change that we believe is necessary or desirable and will
not adversely affect the interests of the affected holders in any
material respect.
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We do
not need any approval to make changes that affect only units to be
issued after the changes take effect. We may also make changes that
do not adversely affect a particular unit in any material respect,
even if they adversely affect other units in a material respect. In
those cases, we do not need to obtain the approval of the holder of
the unaffected unit; we need only obtain any required approvals
from the holders of the affected units.
Modification With Consent
We may
not amend any particular unit or a unit agreement with respect to
any particular unit unless we obtain the consent of the holder of
that unit, if the amendment would:
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impair
any right of the holder to exercise or enforce any right under a
security included in the unit if the terms of that security require
the consent of the holder to any changes that would impair the
exercise or enforcement of that right; or
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reduce
the percentage of outstanding units or any series or class the
consent of whose holders is required to amend that series or class,
or the applicable unit agreement with respect to that series or
class, as described below.
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Any
other change to a particular unit agreement and the units issued
under that agreement would require the following
approval:
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If the
change affects only the units of a particular series issued under
that agreement, the change must be approved by the holders of a
majority of the outstanding units of that series; or
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If the
change affects the units of more than one series issued under that
agreement, it must be approved by the holders of a majority of all
outstanding units of all series affected by the change, with the
units of all the affected series voting together as one class for
this purpose.
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These
provisions regarding changes with majority approval also apply to
changes affecting any securities issued under a unit agreement, as
the governing document.
In each
case, the required approval must be given by written
consent.
Unit Agreements Will Not Be Qualified Under Trust Indenture
Act
No unit
agreement will be qualified as an indenture, and no unit agent will
be required to qualify as a trustee, under the Trust Indenture Act.
Therefore, holders of units issued under unit agreements will not
have the protections of the Trust Indenture Act with respect to
their units.
Mergers and Similar Transactions Permitted; No Restrictive
Covenants or Events of Default
The
unit agreements will not restrict our ability to merge or
consolidate with, or sell our assets to, another corporation or
other entity or to engage in any other transactions. If at any time
we merge or consolidate with, or sell our assets substantially as
an entirety to, another corporation or other entity, the successor
entity will succeed to and assume our obligations under the unit
agreements. We will then be relieved of any further obligation
under these agreements.
The
unit agreements will not include any restrictions on our ability to
put liens on our assets, including our interests in our
subsidiaries, nor will they restrict our ability to sell our
assets. The unit agreements also will not provide for any events of
default or remedies upon the occurrence of any events of
default.
Payments and Notices
In
making payments and giving notices with respect to our units, we
will follow the procedures as described in the applicable
prospectus supplement.
General
Each of
the securities issued under this prospectus will be represented
either by a certificate issued in definitive form to a particular
purchaser or by one or more global securities representing the
entire issuance of securities. Unless the applicable prospectus
supplement provides otherwise, certificated securities in
definitive form and global securities will be issued in registered
form. Definitive securities name you or your nominee as the owner
of the security, and in order to transfer or exchange these
securities or to receive payments other than interest or other
interim payments, you or your nominee must physically deliver the
securities to the trustee, registrar, paying agent or other agent,
as applicable. Global securities name a depositary or its nominee
as the owner of the debt securities, units or warrants represented
by these global securities. The depositary maintains a computerized
system that will reflect each purchaser's beneficial ownership of
the securities through an account maintained by the purchaser with
its broker/dealer, bank, trust company or other representative, as
we explain more fully below.
Registered Global (Book-Entry) Securities
We may
issue the securities in the form of one or more fully registered
global securities that will be deposited with a depositary or its
nominee identified in the applicable prospectus supplement and
registered in the name of that depositary or nominee. In those
cases, one or more registered global securities will be issued in a
denomination or aggregate denominations equal to the portion of the
aggregate principal or face amount of the securities to be
represented by registered global securities. Unless and until it is
exchanged in whole for securities in definitive registered form, a
registered global security may not be transferred except as a whole
by and among the depositary for the registered global security, the
nominees of the depositary or any successors of the depositary or
those nominees.
If not
described below, any specific terms of the depositary arrangement
with respect to any securities to be represented by a registered
global security will be described in the prospectus supplement
relating to those securities. We anticipate that the following
provisions will apply to all depositary arrangements.
Ownership of
beneficial interests in a registered global security will be
limited to persons, called participants, that have accounts with
the depositary or persons that may hold interests through
participants. Upon the issuance of a registered global security,
the depositary will credit, on its book-entry registration and
transfer system, the participants' accounts with the respective
principal or face amounts of the securities beneficially owned by
the participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the accounts
to be credited. Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership
interests will be effected only through, records maintained by the
depositary, with respect to interests of participants, and on the
records of participants, with respect to interests of persons
holding through participants. The laws of some states may require
that some purchasers of securities take physical delivery of these
securities in definitive form. These laws may impair such
purchasers' abilities to own, transfer or pledge beneficial
interests in registered global securities.
So long
as the depositary, or its nominee, is the registered owner of a
registered global security, that depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the
securities represented by the registered global security for all
purposes under the applicable indenture, unit agreement or warrant
agreement. Except as described below, owners of beneficial
interests in a registered global security will not be entitled to
have the securities represented by the registered global security
registered in their names, will not receive or be entitled to
receive physical delivery of the securities in definitive form and
will not be considered the owners or holders of the securities
under the applicable indenture, unit agreement or warrant
agreement. Accordingly, each person owning a beneficial interest in
a registered global security must rely on the procedures of the
depositary for that registered global security and, if that person
is not a participant, on the procedures of the participant through
which the person owns its interest, to exercise any rights of a
holder under the applicable indenture, unit agreement or warrant
agreement. We understand that under existing industry practices, if
we request any action of holders or if an owner of a beneficial
interest in a registered global security desires to give or take
any action that a holder is entitled to give or take under the
applicable indenture, unit agreement or warrant agreement, the
depositary for the registered global security would authorize the
participants holding the relevant beneficial interests to give or
take that action, and the participants would authorize beneficial
owners owning through them to give or take that action or would
otherwise act upon the instructions of beneficial owners holding
through them.
Principal, premium,
if any, on and interest payments on debt securities, and any
payments to holders with respect to warrants or units represented
by a registered global security registered in the name of a
depositary or its nominee will be made to the depositary or its
nominee, as the case may be, as the registered owner of the
registered global security. None of us, the trustees, the warrant
agents, the unit agents or any other agent of ours, agent of the
trustees or agent of the warrant agents or unit agents will have
any responsibility or liability for any aspect of the records
relating to payments made on account of beneficial ownership
interests in the registered global security or for maintaining,
supervising or reviewing any records relating to those beneficial
ownership interests.
We
expect that the depositary for any of the securities represented by
a registered global security, upon receipt of any payment of
principal, premium, interest or other distribution of underlying
securities or other property to holders on that registered global
security, will immediately credit participants' accounts in amounts
proportionate to their respective beneficial interests in that
registered global security as shown on the records of the
depositary. We also expect that payments by participants to owners
of beneficial interests in a registered global security held
through participants will be governed by standing customer
instructions and customary practices, as is now the case with the
securities held for the accounts of customers or registered in
"street name," and will be the responsibility of those
participants.
If the
depositary for any of the securities represented by a registered
global security is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or Exchange Act, and a
successor depositary registered as a clearing agency under the
Exchange Act is not appointed by us within 90 days, we will
issue securities in definitive form in exchange for the registered
global security that had been held by the depositary. Any
securities issued in definitive form in exchange for a registered
global security will be registered in the name or names that the
depositary gives to the relevant trustee, warrant agent, unit agent
or other relevant agent of ours or theirs. It is expected that the
depositary's instructions will be based upon directions received by
the depositary from participants with respect to ownership of
beneficial interests in the registered global security that had
been held by the depositary.
We may
sell the securities in any one or more of the following methods
from time to time:
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directly
to investors, directly to agents, or to investors through
agents;
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through
underwriting syndicates led by one or more managing underwriters,
or through one or more underwriters acting alone, for resale to the
public or investors;
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purchases
by a broker or dealer as principal and resale by such broker or
dealer for its own account;
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through
a block trade (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the securities as agent but
may position and resell a portion of the block as principal to
facilitate the transaction;
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ordinary
brokerage transactions and transactions in which the broker
solicits purchasers;
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in
“at the market offerings,” within the meaning of Rule
415(a)(4) of the Securities Act, to or through a market maker or
into an existing trading market, on an exchange or
otherwise;
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transactions
not involving market makers or established trading markets,
including direct sales or privately negotiated
transactions;
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exchange
distributions and/or secondary distributions;
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by
delayed delivery contracts or by remarketing firms;
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transactions
in options, swaps or other derivatives that may or may not be
listed on an exchange; or
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through
a combination of any such methods of sale.
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The
distribution of the securities may be effected from time to time in
one or more transactions:
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at a
fixed price or prices, which may be changed;
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at
market prices prevailing at the time of sale;
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at
prices related to such prevailing market prices; or
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Any of
the prices may represent a discount from the prevailing market
prices.
Any
underwritten offering may be on a best efforts or a firm commitment
basis. If underwriters are used in the sale, the securities
acquired by the underwriters will be for their own account. The
underwriters may resell the securities in one or more transactions,
including without limitation negotiated transactions, at a fixed
public offering price or at a varying price determined at the time
of sale. The obligations, if any, of the underwriter to purchase
any securities will be subject to certain conditions. We may offer
the securities to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a
syndicate. Subject to certain conditions, the underwriters will be
obligated to purchase all of the securities if any are purchased,
other than securities covered by any over-allotment option. Any
public offering price and any discounts or concessions allowed,
reallowed or paid to dealers may be changed from time to
time.
If a
dealer is used in an offering of securities, we may sell the
securities to the dealer, as principal. The dealer may then resell
the securities to the public at varying prices to be determined by
the dealer at the time of sale.
We may
sell securities directly or through agents we designate from time
to time. We will name any agent involved in the offering and sale
of securities and we will describe any commissions we will pay the
agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may
also sell securities directly to one or more purchasers without
using underwriters, dealers or agents.
We may
also make direct sales through subscription rights distributed to
our stockholders on a pro rata basis, which may or may not be
transferable. In any distribution of subscription rights to
stockholders, if all of the underlying securities are not
subscribed for, we may then sell the unsubscribed securities
directly to third parties or may engage the services of one or more
underwriters, dealers or agents, including standby underwriters, to
sell the unsubscribed securities to third parties.
From time to time, we may offer
securities directly to the public, with or without the involvement
of agents, underwriters or dealers, and may use the Internet or
another electronic bidding or ordering system for the pricing and
allocation of the securities. Such a system may allow bidders to
participate directly, through electronic access to an auction site,
by submitting conditional offers to buy that are subject to
acceptance by us, and may directly affect the price or other terms
at which such securities are sold. Such a bidding or ordering system
may present to each bidder, on a real-time basis, relevant
information to assist you in making a bid, such as the clearing
spread at which the offering would be sold, based on the bids
submitted, and whether a bidder’s individual bids would be
accepted, pro-rated or rejected. Other pricing methods also may be
used. Upon completion of such an auction process, securities will
be allocated based on prices bid, terms of bid or other
factors. The final offering price at which
securities would be sold and the allocation of securities among
bidders would be based in whole or in part on the results of the
Internet bidding process or auction. Many variations of the
Internet auction or pricing and allocation systems are likely to be
developed in the future, and we may use such systems in connection
with the sale of securities. The specific rules of such an auction
would be distributed to potential bidders in an applicable
prospectus supplement. If an offering is made using such
a bidding or ordering system you should review the auction rules,
as described in the prospectus supplement, for a more detailed
description of the offering procedures.
In the
sale of the securities, underwriters, dealers or agents may receive
compensation from us or from purchasers of the securities, for whom
they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell the securities to or through
dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the
distribution of the securities may be deemed to be underwriters
under the Securities Act and any discounts or commissions they
receive from us and any profit on the resale of securities they
realize may be deemed to be underwriting discounts and commissions
under the Securities Act. The applicable prospectus supplement
will, where applicable:
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identify
any such underwriter or agent;
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describe
any compensation in the form of discounts, concessions, commissions
or otherwise received from us by each of such underwriter, dealer
or agent and in the aggregate to all underwriters, dealers and
agents;
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identify
the purchase price and proceeds from such sale;
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identify
the amounts underwritten;
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identify
the nature of the underwriter’s obligation to take the
securities;
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identify
any over-allotment option under which the underwriters may purchase
additional securities from us; and
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identify
any quotation systems or securities exchanges on which the
securities may be quoted or listed.
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Unless
otherwise specified in the related prospectus supplement, each
series of securities will be a new issue with no established
trading market, other than the common stock, which is listed on the
NYSE MKT and the Toronto Stock Exchange. Any common stock sold
pursuant to a prospectus supplement will be listed on the NYSE MKT
and the Toronto Stock Exchange, subject to applicable notices. We
may elect to apply for quotation or listing of any other class or
series of our securities, on a quotation system or an exchange but
we are not obligated to do so. It is possible that one or more
underwriters may make a market in a class or series of our
securities, but such underwriters will not be obligated to do so
and may discontinue any market making at any time without notice.
Therefore, no assurance can be given as to the liquidity of, or the
trading market for, any other class or series of our
securities.
In
connection with an offering, an underwriter may purchase and sell
securities in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the
underwriters of a greater number of securities than they are
required to purchase in the offering. “Covered” short
sales are sales made in an amount not greater than the
underwriters’ option to purchase additional securities, if
any, from us in the offering. If the underwriters have an
over-allotment option to purchase additional securities from us,
the underwriters may close out any covered short position by either
exercising their over-allotment option or purchasing securities in
the open market. In determining the source of securities to close
out the covered short position, the underwriters may consider,
among other things, the price of securities available for purchase
in the open market as compared to the price at which they may
purchase securities through the over-allotment option.
“Naked” short sales are any sales in excess of such
option or where the underwriters do not have an over-allotment
option. The underwriters must close out any naked short position by
purchasing securities in the open market. A naked short position is
more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the securities in
the open market after pricing that could adversely affect investors
who purchase in the offering.
Accordingly, to
cover these short sales positions or to otherwise stabilize or
maintain the price of the securities, the underwriters may bid for
or purchase securities in the open market and may impose penalty
bids. If penalty bids are imposed, selling concessions allowed to
syndicate members or other broker-dealers participating in the
offering are reclaimed if securities previously distributed in the
offering are repurchased, whether in connection with stabilization
transactions or otherwise. The effect of these transactions may be
to stabilize or maintain the market price of the securities at a
level above that which might otherwise prevail in the open market.
The impositions of a penalty bid may also affect the price of the
securities to the extent that it discourages resale of the
securities. The magnitude or effect of any stabilization or other
transactions is uncertain. These transactions may be effected on
the NYSE MKT or otherwise and, if commenced, may be discontinued at
any time.
We do
not make any representation or prediction as to the direction or
magnitude of any effect that the transactions described above might
have on the price of the securities. In addition, we do not make
any representation that underwriters will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice at any time.
Under
agreements into which we may enter, underwriters, dealers and
agents who participate in the distribution of the securities may be
entitled to indemnification by us against certain civil
liabilities, including liabilities under the Securities Act, or
contribution from us to payments which the underwriters, dealers or
agents may be required to make.
Underwriters,
dealers and agents may engage in transactions with us or perform
services for us in the ordinary course of business.
If
indicated in the applicable prospectus supplement, securities may
also be offered or sold by a “remarketing firm” in
connection with a remarketing arrangement contemplated by the terms
of the securities. Remarketing firms may act as principals for
their own accounts or as agents. The applicable prospectus
supplement will identify any remarketing firm and the terms of its
agreement, if any, with us. It will also describe the remarketing
firm’s compensation. Remarketing firms may be deemed to be
underwriters in connection with the remarketing of the
securities.
If
indicated in the applicable prospectus supplement, we will
authorize underwriters, dealers or other persons acting as our
agents to solicit offers by particular institutions to purchase
securities from us at the public offering price set forth in such
prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on such future date or dates
stated in such prospectus supplement. Each delayed delivery
contract will be for an amount no less than, and the aggregate
principal amounts of securities sold under delayed delivery
contracts shall be not less nor more than, the respective amounts
stated in the applicable prospectus supplement. Institutions with
which such delayed delivery contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable
institutions and others, but will in all cases be subject to our
approval. The obligations of any purchaser under any such contract
will be subject to the conditions that (1) the purchase of the
securities shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which the
purchaser is subject, and (2) if the securities are being sold
to underwriters, we shall have sold to the underwriters the total
principal amount of the securities less the principal amount
thereof covered by the delayed delivery contracts. The underwriters
and such other agents will not have any responsibility in respect
of the validity or performance of such delayed delivery
contracts.
With
respect to the sale of any securities under this prospectus, the
maximum compensation to be received by any member of the Financial
Industry Regulatory Authority, Inc. or independent broker or dealer
is not expected to be greater than eight percent (8%).
To
comply with applicable state securities laws, the securities
offered by this prospectus will be sold, if necessary, in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, securities may not be sold in some states
unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or
qualification requirement is available and is complied
with.
CERTAIN PROVISIONS OF COLORADO LAW AND
OF OUR
ARTICLES AND BY-LAWS
Anti-Takeover Provisions of our Articles and By-laws
In
addition to the board of directors’ ability to issue shares
of preferred stock, our Articles and our By-laws contain other
provisions that are intended to enhance the likelihood of
continuity and stability in the composition of the board of
directors and which may have the effect of delaying, deferring or
preventing a future takeover or change in control of our company
unless such takeover or change in control is approved by our board
of directors. These provisions include the possibility of a
classified board of directors as discussed above in
“Description of Common Stock – Our Board of
Directors” and advance notice procedures for stockholder
proposals.
Classified Board. The provision for a
classified board could prevent a party who acquires control of a
majority of our outstanding common stock from obtaining control of
the board until our second annual stockholders meeting following
the date the acquirer obtains the controlling stock interest. The
classified board provision could have the effect of discouraging a
potential acquirer from making a tender offer or otherwise
attempting to obtain control of us and could increase the
likelihood that incumbent directors will retain their
positions.
Advance Notice Procedures for Stockholder
Proposals. Our By-laws establish an advance notice procedure
for stockholder proposals to be brought before an annual meeting of
our stockholders, including proposed nominations of persons for
election to our board. Stockholders at our annual meeting may only
consider proposals or nominations specified in the notice of
meeting or brought before the meeting by or at the direction of our
board or by a stockholder who was a stockholder of record on the
record date for the meeting, who is entitled to vote at the meeting
and who has given to our secretary timely written notice, in proper
form, of the stockholder’s intention to bring that business
before the meeting. Although our By-laws do not give our board the
power to approve or disapprove stockholder nominations of
candidates or proposals regarding other business to be conducted at
a special or annual meeting, our By-laws may have the effect of
precluding the conduct of some business at a meeting if the proper
procedures are not followed or may discourage or defer a potential
acquirer from conducting a solicitation of proxies to elect its own
slate of directors or otherwise attempting to obtain control of
us.
Limitations on Liability and Indemnification of Officers and
Directors
Our
Articles limit the liability of our directors to the fullest extent
permitted by Colorado law and provide that we are authorized to
indemnify them to the fullest extent permitted by such law. Our
By-laws provide that we are authorized to indemnify our officers to
the fullest extent permitted by Colorado law.
INFORMATION INCORPORATED BY REFERENCE
The SEC
allows us to incorporate by reference the information and reports
we file with it, which means that we can disclose important
information to you by referring you to these documents. Our SEC
file number is 001-32978. The information incorporated by reference
is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede the
information already incorporated by reference. We are incorporating
by reference the documents listed below, which we have already
filed with the SEC, and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
except as to any portion of any future report or document that is
not deemed filed under such provisions, until we sell all of the
securities:
●
Annual Report on
Form 10-K, as amended, for the fiscal year ended December 31, 2019,
as amended;
●
Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2020, as
amended:
●
Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2020;
●
Our Current Reports
on Form 8-K filed with the SEC on April 22, 2020 and June 18, 2020;
and
●
The description of
our common stock contained in our registration statement on Form
8-A, which was filed with the SEC on August 9, 2006, including any
amendment or report filed for the purpose of updating such
description.
Upon
request, we will provide, without charge, to each person, including
any beneficial owner, to whom a copy of this prospectus is
delivered a copy of the documents incorporated by reference into
this prospectus. You may request a copy of these filings, and any
exhibits we have specifically incorporated by reference as an
exhibit in this prospectus, at no cost by writing or telephoning us
at the following address:
Solitario
Zinc Corp.
Attn:
Corporate Secretary
4251
Kipling Street, Suite 390
Wheat
Ridge, Colorado 80033
(303)
534-1030
This
prospectus is part of a registration statement we filed with the
SEC. We have incorporated exhibits into this registration
statement. You should read the exhibits carefully for provisions
that may be important to you.
You
should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have
not authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information
in this prospectus or in the documents incorporated by reference is
accurate as of any date other than the date on the front of this
prospectus or those documents.
WHERE YOU CAN FIND MORE
INFORMATION
We are
subject to the information requirements of the Exchange Act, and in
accordance with the Exchange Act, file annual, quarterly and
special reports, proxy statements and other information with the
SEC. You may read and copy any document we file at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. These
documents also may be accessed through the SEC’s electronic
data gathering, analysis and retrieval system, or EDGAR, via
electronic means, including the SEC’s home page on the
Internet (www.sec.gov).
We have
the authority to designate and issue more than one class or series
of stock having various preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption. See
“Description of Preferred Stock” and “Description
of Common Stock.” We will furnish a full statement of the
relative rights and preferences of each class or series of our
stock which has been so designated and any restrictions on the
ownership or transfer of our stock to any stockholder upon request
and without charge. Written requests for such copies should be
directed to Solitario Zinc Corp., Attn: Corporate Secretary, 4251
Kipling Street, Suite 390, Wheat Ridge, Colorado 80033. Our
telephone number is (303) 534-1030. Our website is located at
www. Solitarioresources.com. Information contained on our website
is not incorporated by reference into this prospectus and,
therefore, is not part of this prospectus or any accompanying
prospectus supplement.
EXPERTS
Plante
& Moran, PLLC, an independent registered public accounting
firm, has audited our consolidated financial statements included in
our Annual Report on Form 10-K for the year ended December 31,
2019, as amended, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements are incorporated
by reference in reliance on Plante & Moran, PLLC’s
report, given on their authority as experts in accounting and
auditing.
LEGAL MATTERS
Certain
legal matters, including the legality of the securities offered,
will be passed upon for us by Polsinelli PC, Denver,
Colorado.
$3,100,000
Common Stock
Prospectus Supplement
December
1, 2021
Solitario Resources (AMEX:XPL)
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