Change in Registrant’s Certifying Accountant On June 2, 2026, Solitario was notified that Assure CPA, LLC (“Assure”), which served as the independent registered public accounting firm of Solitario Resources Corp. (“Solitario”), merged into Sadler, Gibb & Associates (“Sadler”) pursuant to an asset purchase agreement. As a result of the transaction, Assure ceased operations as a public accounting firm and resigned as the Company’s independent registered public accounting firm. Solitario’s prior…

Unregistered Sales of Equity Securities In addition to the shares of common stock sold to Newmont pursuant to the SPA described above, on June 18, 2025, the Company closed on a concurrent private placement of its common stock involving a single third-party investor (the “Offering”). That investor agreed to purchase 5,555,555 shares of Company common stock. The Offering was not underwritten by a broker, the Company did not engage a placement agent for the Offering, and there were no underwrite…

Entry Into a Material Definitive Agreement Effective June 18, 2025, Solitario Resources Corp. (the “Company”) and Newmont Overseas Exploration Ltd (“Newmont”), a wholly owned subsidiary of Newmont Corporation closed upon the purchase and sale of 1,587,300 shares of Company common stock for $999,999. This represented a follow-on investment by Newmont, and through this transaction Newmont increased its ownership in the Company to an approximate 9.4% interest. The purchase and sale of the shares…

Chief Operating Officer — Walter Hunt: Walter Hunt retired as the Chief Operating Officer with no immediate successor named.

Regulation FD Disclosure On October 16, 2023, Solitario issued a press release announcing the closing of the private placement. A copy of that press release is attached to this report as Exhibit 99.1. The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by…

Unregistered Sales of Equity Securities On October 13, 2023, Solitario Resources Corp. (“Solitario”) effected a closing of a private offering of its common stock (the “Offering”). In total, Solitario received commitments to purchase, and then closed on the sale of, 8,631,818 shares of Solitario common stock in the Offering (the “Shares”) at US $0.55 per share for aggregate consideration of $4,747,500. The Offering was not underwritten by a broker, Solitario did not engage a placement agent fo…

Unregistered Sales of Equity Securities The shares of Company common stock sold to Newmont pursuant to the SPA as described in

Entry Into a Material Definitive Agreement On July 31, 2023, Solitario Resources Corp. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Newmont Overseas Exploration Ltd (“Newmont”). Pursuant to the SPA, Newmont agreed to purchase 4,166,667 shares of Company common stock for $2,500,000. Concurrently with the execution of the SPA the parties closed on the purchase and sale of the shares. The Company made certain customary representations, warranties, and covenants in the…

Change in Registrant’s Certifying Accountant On June 29, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of Solitario Zinc Corp. (“Solitario”) approved the appointment of Assure CPA, LLC (“Assure”) as Solitario’s independent registered public accounting firm. The decision to change Solitario’s independent registered public accounting firm was the result of a request for proposal process. During the fiscal years ended December 31, 2022 and 2021 and through the subse…

Director — Debbie Mino-Austin: Appointment of a new director with extensive industry experience.

Other Events Effective December 3, 2021, Solitario Zinc Corp. (the “Company”) entered into agreements with investors for the purchase and sale of an aggregate of 3,100,000 shares of common stock of the Company (the “Shares”), at a price of $0.50 per share (the “Offering”). The Company did not engage an underwriter or placement agent for the Offering, and therefore there were no underwriter discounts or commissions or placement agent fees. The proceeds of the Offering will be used for addition…

Entry Into A Material Definitive Agreement On February 2, 2021, Solitario Zinc Corp. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) pursuant to which the Agent will act as the Company’s sales agent with respect to the offer and sale from time-to-time of shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $9,000,000 (the “Shares”). Sales of the Share…

Other Matters On December 17, 2020, the Board of Directors of Solitario Zinc Corp. (“Solitario”) approved an extension of its existing share repurchase program through December 31, 2021. The share repurchase program, as initially approved in October 2015, authorized Solitario to repurchase up to 2.0 million shares of its outstanding common stock and was set to expire on December 31, 2020. As of December 17, 2020, Solitario has repurchased a total of 994,000 shares under the share repurchase p…