DEF 14A of Solitario Resources Corp., Apr 29, 2026

DEF 14A of Solitario Resources Corp.

Filed Apr 29, 2026 · FY20250001654954-26-004066

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board currently consists of six directors. We are asking the shareholders to vote to elect the following five director nominees to our Board of Directors at the Annual Meeting who, if elected, will each serve until the next annual meeting of Shareholders or until their successors are elected or appointed and qualified or until any such director’s earlier death, resignation or removal. Unless a vote is withheld by the Shareholder, the proxies solicited by the Board will be voted for the election of each nominee. The five nominees who receive the most votes will be elected. If a shareholder does not vote for a nominee or indicates to “withhold” authority to vote for a nominee on the proxy card, that Shareholder’s vote will have the same effect as an abstention and will not count either for or against the nominee because directors are elected by plurality voting. Broker non-votes will also have no effect on the outcome of this proposal. If any nominee will not be a candidate for election as a director at the Annual Meeting, it is intended that votes will be cast pursuant to the enclosed proxy for any substitute nominees as may be nominated by the existing directors. No circumstances are presently known which would render any nominee named below unavailable to serve as a director.

  2. Identification of Directors

    Identification of Directors The slate of nominees for election to Solitario’s Board of Directors is below.

  3. Identification of Directors

    | Name | Age | | | John Labate (1)(2)(3) | 77 | Mr. Labate has been a director of Solitario since December 2016 and is the Audit Committee Chairman. From March 2021 until his retirement in 2024, he was the CFO of Fortitude Gold Corporation, (OTC: FTCO) a company spun-off from Gold Resource Corporation. From May 2015 to August 2020, he served as the CFO of Gold Resource Corporation. Mr. Labate has held management positions in the mining industry for over 40 years. These include Operations Analysis Manager for Anaconda Minerals Company (1980-1986), Corporate Controller for Bond International Gold (1987-1991), CFO for Crown Resources Corporation (TSX: CRS) (“Crown”) (1992-1997), CFO for GeoBiotics (1997-1999); CFO for Applied Optical Technologies (1999-2004), CFO for Constellation Copper (2004-2008), CFO for Golden Star Resources (2008-2012) and principal of East Cape Advisors (2012-2015). Mr. Labate is experienced in all aspects of accounting, finance and regulatory management within the public sector of the mining industry in both the United States and Canada. The Board believes Mr. Labate’s formal training in accounting and finance, coupled with his more than 40 years of industry experience, makes him suited to serve on the Board. Mr. Labate received a Bachelor of Science, Accounting, from San Diego State University and passed all parts of the CPA examination. |

  4. Identification of Directors

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  5. Identification of Directors

    | James Hesketh (1)(2)(3)(5) | 69 | Mr. Hesketh has been a director of Solitario since July of 2017. He is presently serving as President, CEO, and Director of Viva Gold Corp., a gold development and exploration company listed on the TSX Venture Exchange (“TSXV”) (TSXV:VAU) and the OTCQB market exchange (OTCQB: VAUCF), which owns an advanced stage gold exploration property near Tonopah, Nevada, a position he has held since February 2017. From March 2008 to December 2016. Mr. Hesketh served as President, CEO and Director of Atna Resources, Ltd., a (formerly TSX:ATN), which operated two gold mines, one each in California and Nevada (“Atna Resources”). Prior to that, from 2005 to 2008, Mr. Hesketh served as President, CEO and Director of Canyon Resources Corporation (“Canyon”), a formerly NYSE-American listed mining company, which was merged with Atna Resources in 2008. Prior to joining Canyon, Mr. Hesketh served as Principal Mining Engineer and Vice President of NM Rothschild & Sons (Denver) Inc. from 2000 to 2004, which engaged in structured lending to the global metals and mining industry. Mr. Hesketh has proven leadership skills and broad-based industry experience ranging from mergers and acquisitions to mining finance, to mine permitting, development, construction and operations, both domestically and internationally and under U.S. and international regulatory regimes. In evaluating Mr. Hesketh’s qualifications to serve as a director, the Board believes that his formal training in engineering and economics combined with more than 40 years of broad-based industry experience and leadership makes him uniquely suited to serve on the Board. Mr. Hesketh holds a Bachelor of Science in Mining Engineering and a Master of Science in Mineral economics, both from the Colorado School of Mines. | | Christopher E. Herald (5) | 72 | Mr. Herald has been a director of Solitario since August 1992 as well as Solitario’s Chief Executive Officer (“CEO”) since June 1999 and President since August 1993. Mr. Herald also served as a director of Crown starting in April 1989, as CEO of Crown starting in June of 1999, and as President of Crown from November 1990, each until August 2006, when he resigned from such positions upon completion of Crown’s merger with Kinross Gold Corporation (“Crown-Kinross Merger”). In evaluating Mr. Herald’s qualifications to serve as a director, the Board believes his leadership of Solitario since Solitario’s inception as President and then CEO, as well as his knowledge of the Company’s operations, make him a valuable member of the Board. In addition, Mr. Herald has shown a keen insight in the evaluation of various opportunities in the mining industry, including the acquisition of properties for exploration and potential merger and acquisition candidates for Solitario. Mr. Herald has a track record of operating mining companies both with Crown and Solitario and the Board believes this is a significant contributor to the success of Solitario. Prior to joining Crown, Mr. Herald was a Senior Geologist with Echo Bay Mines and Anaconda Minerals. Mr. Herald is currently a director of Viva Gold Corp (TSXV: VAU) and Adamera Minerals (TSXV: ADZ). Mr. Herald was formerly a director of Underworld Resources Inc. from June 2009 to June 2011, and Atna Resources from May 2009 to June 2015. Mr. Herald is a past Chairman of the Denver Gold Group, a non-profit industry trade group that organizes gold mining industry institutional conferences in the United States and Europe. Mr. Herald received a Master of Science in Geology from the Colorado School of Mines and a Bachelor of Science in Geology from the University of Notre Dame. | | Gil Atzmon, Chairman (1)(2)(4) | 66 | Mr. Atzmon has served as a director of Solitario since July 2017. He is the founder of Zazu Metals Corporation (“Zazu”). Mr. Atzmon previously served as Chairman, CEO and President of Zazu from 2006 until it became a wholly-owned subsidiary of Solitario in July 2017. Mr. Atzmon has over 40 years’ experience in the mineral resources sector. His career has included positions as a mining executive, investment banker and mining fund manager. Mr. Atzmon participated in many global exploration and mining projects and successfully arranged financing for the exploration and development of several mineral properties. In evaluating Mr. Atzmon’s qualifications to serve as a director, the Board believes his leadership of Zazu as its founder and as Zazu’s Chief Executive Officer, as well as his knowledge of Solitario’s Lik exploration project and operations, make him a valuable member of the Board. In 2001 and 2002, Mr. Atzmon acted as Vice President, Corporate Development of Ivanhoe Mines Ltd. In 2000 and 2001, Mr. Atzmon served as a global energy and mining specialist in institutional equity and sales for BNP Paribas. From 1998 to 2000, Mr. Atzmon was Chief Investment Strategist and Portfolio Manager for US Global Investors, Inc. Mr. Atzmon holds a Bachelor of Arts degree in Geology and Geography from Columbia College at Columbia University, New York and holds a Master of Arts in Energy and Mineral Resources Economics from the University of Texas at Austin, Texas. Mr. Atzmon is a Nationally Registered Emergency Medical Technician and is a volunteer with the Boerne, TX fire department. |

  6. Identification of Directors

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  7. Identification of Directors

    | Debbie Austin (1)(3)(4)(5) | 73 | Ms. Austin was appointed to the Board in April 2022. She worked for more than 30 years in roles of increasing responsibility at Crown and Solitario until her retirement from Solitario in 2018. She has a unique understanding of the corporate operations, structure and goals at Solitario as well as the mining industry in general and the investment community associated with the junior mining industry. During her career, Ms. Austin has had significant interaction with all types of shareholders, both retail and institutional, and has developed relationships and a high level of skill in these areas. The Board believes Ms. Austin’s experience and knowledge will specifically benefit Solitario and complement the current Board members’ experience in the areas of mineral geology, mining technology and accounting and administration. The Board believes Ms. Austin brings value to Solitario by enhancing not only its investor relations but also Solitario’s broader environmental, safety and governance (“ESG”) efforts as the Board recognizes that Solitario’s stakeholders are increasingly applying these non-financial factors as part of their analysis process in identifying investment opportunities. Ms. Austin currently serves as a director of the Yoakum National Bank in Yoakum, Texas. Ms. Austin received her Bachelor of Science degree magna cum laude from Texas A&M University. | | The following director is not seeking to stand for re-election, and the conclusion of the Annual Meeting will cease to serve on the Board of Directors. | | | | Joshua D. Crumb (1)(4) | 46 | Mr. Crumb has been a director of Solitario since July 2017. Mr. Crumb is founder and the Chairman and CEO since December 2020 of Abaxx Technologies Inc. (NEO: ABXX), a financial software company that develops and deploys technological infrastructure for global commodity exchanges and digital marketplaces. Mr. Crumb is the co-founder and Chief Strategy Officer since 2021 of BitGold Inc., (TSXV: XAU) an internet platform for acquiring, holding and making payments in gold. Mr. Crumb also is a founder and prior to 2020 a former Director and Chief Strategy Officer of Goldmoney Inc., a financial service and technology company. Mr. Crumb was a director of Zazu from 2011 until it became a wholly-owned subsidiary of Solitario. Mr. Crumb was previously an Executive Director at Goldman Sachs, working as the Senior Metals Strategist in the Global Economics, Commodities and Strategies research division in London from 2010-2012. Mr. Crumb also held various positions within the Lundin group of companies, serving as Director of Corporate Development at Lundin Mining, and Special Project Analyst for group chairman Lukas Lundin. From 2012-2014, Mr. Crumb served as a founder and Director of Loma Vista Capital, and an independent Director of Silver Bull Resources Inc. (OTCQB: SVBL; TSX: SVB)) and Astur Gold Corp (TSX: BDG). In evaluating Mr. Crumb’s qualifications to serve as a director, the Board believes his extensive financial and corporate development experience in both the junior mining industry and the financial services industry as well as his knowledge and leadership of Zazu as one of its directors make him suited to serve on Solitario’s Board. Mr. Crumb holds a Master of Science in Mineral Economics, a Graduate Certificate in International Political Economy, and a Bachelor of Science degree in Engineering from the Colorado School of Mines. |

  8. Identification of Directors

    | 1. | The Board has determined this director to be an independent member of the Board in accordance with Section 803A of the NYSE American Company Guide. | | 2. | Member of the Audit Committee. | | 3. | Member of the Compensation Committee. | | 4. | Member of the Nominating and Governance Committee. | | 5. | Member of the Health, Safety, Environment and Social Responsibility Committee. |

  9. Identification of Directors

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  10. Identification of Directors

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES LISTED ABOVE. ————————————--

  11. Compensation of Directors

    Compensation of Directors In addition to any equity awards our directors receive the following cash compensation in their capacities as directors:

  12. Compensation of Directors

    | Annual Director retainer fee: | $9,800 ($2,450 per quarter) | | Additional Chairman fee: | $2,300 ($575 per quarter) | | Additional Audit Committee Chairman fee: | $2,300 ($575 per quarter) |

  13. Compensation of Directors

    All the above referenced fees were as of December 31, 2025. Director fees are paid quarterly during the year. Fees cover participation in all board and committee meetings, including the position of all committee chairmen (excluding audit chairman who receives an additional fee). A reduction may be made for any regularly scheduled board meeting (four quarterly meetings) or other meeting that is missed. There were no changes in the annual or quarterly Director fees during 2025 from 2024. The following table provides summary information regarding compensation earned by our directors during the fiscal year ended December 31, 2025:

  14. Compensation of Directors

    | Name (1) | Fees earned or paid in cash ($) | Stock Awards (2) ($) | Option Awards (2) ($) | Non-equity incentive plan compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation (3) ($) | Total ($) | | Mr. Labadie, Chairman (3) | 6,050 | - | - | - | - | - | 6,050 | | Mr. Atzmon, Chairman (3) | 9,800 | - | 59,195 | - | - | - | 68,995 | | Ms. Austin | 9,800 | - | 55,713 | - | - | - | 65,513 | | Mr. Crumb | 9,800 | - | 20,892 | - | - | - | 30,692 | | Mr. Hesketh | 9,800 | - | 55,713 | - | - | - | 65,513 | | Mr. Labate | 12,100 | - | 57,454 | - | - | - | 69,554 |

  15. Compensation of Directors

    | (1) Mr. Herald served as a director during 2025 and 2024 and as the Chief Executive Officer. He received a salary and other compensation for his services as an officer of Solitario during the year ended December 31, 2025, which are shown below under the “Summary Compensation Table”. He did not receive any separate compensation for his services as director. | | (2) The amount represents the December 2, 2025 total grant date fair value of $59,195 for 170,000 option awards granted to Mr. Atzmon, and a fair value of $55,713 for 160,000 options granted to Ms. Austin and Mr. Hesketh, of $20,892 for 60,000 option awards granted to Mr. Crumb, and of $57,454 for 165,000 option awards granted to Mr. Labate as calculated in accordance with FASB ASC No. 718. There were no other options granted to our non-officer directors during 2025. | | (3) Mr. Labadie was Chairman through June 19, 2025. Mr. Atzmon was appointed Chairman and served from June 19, 2025. |

  16. Objectives of the Company’s Compensation Program

    Objectives of the Company’s Compensation Program The Compensation Committee has responsibility for approving the compensation program for Solitario’s NEO’s and acts according to a charter that has been approved by the Board and is available on the Company website at www.solitarioxr.com. The compensation program is designed to attract, retain and reward our executives who contribute to Solitario’s long-term success. This in turn is intended to build value for Solitario and its shareholders. The program is based upon three fundamental principles: (1) A substantial portion of Solitario’s Named Executive Officer compensation should be performance and equity-based to achieve alignment with shareholder interests. This principle is accomplished in two primary ways: first, through the award of stock options or other equity awards contemplated in the equity compensation plans adopted by Solitario, in an amount and with such terms that are intended to encourage our NEOs to promote the long-term growth and performance of Solitario as may be reflected in the price of our Common Stock as quoted on the TSX and the NYSE American.

  17. Objectives of the Company’s Compensation Program

    Second, this is also reflected in terms of cash compensation in the form of cash bonuses. These bonuses are set by the Compensation Committee, in its sole discretion, in a range of zero to 100% of base salary. The extent to which bonuses are paid depends entirely on the extent to which the Compensation Committee believes Solitario has met its development, exploration, budget, financial and Shareholder goals, as set by the Compensation Committee and the current and expected financial condition of the Company. During 2025, the Compensation Committee awarded total bonuses of $40,000 earned in 2024 to our NEOs, which was paid in January 2025. During 2024, the Compensation Committee awarded total bonuses of $196,000 earned in 2023 to our NEOs, which was paid in January 2024. The primary driver for this was the successful ongoing exploration of the Golden Crest project in South Dakota, which the Company believes has proven to be a highly prospective exploration project. In addition, the Compensation Committee believes the performance of the price of Solitario’s Common Stock during 2025 was impacted by the positive exploration results at the Golden Crest project, although the price of Solitario’s Common Stock, is also impacted by a number of factors (many of which were not in control of our NEOs). The grant of options during 2025 was not directly or indirectly tied to any Company financial performance metrics (such as net income or asset valuations) as reported in Solitario’s annual or quarterly financial statements. (2) Solitario’s compensation program for NEOs is intended to enable the Company to compete for the best executive talent available. The Compensation Committee believes shareholders are best served when the Company can attract and retain the highest caliber executives appropriate for a company of our size and complexity. This is done with compensation packages we believe to be fair and competitive. Our NEOs have served Solitario for many years. During 2025 and 2024 the Compensation Committee reviewed published compensation surveys and publicly available compensation disclosures of several of our peer group companies (“Peer Group Companies”) for which Solitario competes (or may compete) for executive talent as the Compensation Committee believes that each of these public companies share some attributes of Solitario with regard to similar size, and in a similar industry as Solitario. These Peer Group Companies included the following companies:

  18. Objectives of the Company’s Compensation Program

    These reviews were not used to create specific benchmarks applicable to our NEO compensation levels. These reviews were used to inform the Compensation Committee of current standards in the industry as such standards may relate, in their independent judgment, to appropriate modifications to Solitario’s existing compensation levels. During much of 2025 and 2024, Solitario’s activities were generally focused on (i) a seven-hole drilling program in 2025 and an eleven-hole drilling program in 2024 at the Golden Crest project; (ii) the acquisition and expansion of the mineral claims as well as ongoing exploration of the Golden Crest project; (iii) the exploration planning and evaluation of the potential of the Lik deposit with our joint venture partner Teck; (iv) the evaluation and planning of the potential of our Florida Canyon project with our joint venture partner Nexa Resources Ltd.; the additions of our Cat Creek and Bright Angel projects; and (vi) the evaluation of mineral properties for acquisition and or junior mining companies with mineral properties for strategic investment in the form of potential merger, acquisition or sale. The focus of Solitario during the two most recent fiscal years did not directly compare in all cases to the activities of the Peer Group Companies. Accordingly, the Compensation Committee took the difference in focus into consideration when reviewing the compensation of Solitario’s NEOs compared to the Peer Group Companies. Additionally, Solitario has traditionally maintained a very minimal staff and the difference in the number of total employees of Solitario, which currently has two full-time employees world-wide (excluding certain contractors), compared to the Peer Group Companies, does not lend itself to effective use of specific benchmarks. During 2024, the Compensation Committee, in consultation with the NEOs decided not to change the annual salaries of the Company’s NEOs, effective as of January 1, 2025; with the salary of Mr. Herald being $176,000, and the salary of Mr. Maronick being $162,000. Mr. Hunt transitioned to approximately half-time during the period from January 1, 2024, until his retirement on June 30, 2024, and was paid total salary of $58,000 during 2024. In setting these salary amounts the Compensation Committee noted that the significant historical and anticipated future contributions of each of these NEOs to the Company’s projects and operations, and the salaries of Mr. Herald, and Mr. Maronick were comparable to the average salaries of comparable positions in peer group companies for Mr. Herald, and Mr. Maronick.

  19. Objectives of the Company’s Compensation Program

    (3) Solitario’s compensation program for the NEOs should be fair to the executive, the Company and all its employees and perceived as such, both internally and externally. The Compensation Committee strives to create a compensation program that promotes good corporate practice, encourages our NEOs to perform at a high level and promotes teamwork among our employees. The Compensation Committee takes these goals into consideration by comparison of executive pay in relation to all other Solitario salary costs for internal consistency, and by comparison to both Peer Group Companies and industry salaries for external consistency. In addition, the compensation program is intended to enhance shareholder value and the Compensation Committee strives to provide transparency and full disclosure to all interested parties. The Compensation Committee has broad discretion to set compensation for Solitario’s NEOs. The Compensation Committee has never exercised its authority to recover salary, bonuses or stock option awards or other equity awards made to NEOs. The Compensation Committee believes the granting of equity and other rewards to Solitario’s NEOs are entirely discretionary and are performance based. This is supported by the fact that in the last five years no equity awards at all have been granted in two of those five years. The performance metrics the Compensation Committee evaluates, are almost exclusively related to non-financial operational activities such as exploration results for example positive assay results from soil and rock sampling, drilling results, equity and or debt financing, changes related to mineral resources and increases or decreases in the price of the Common Stock as quoted on the NYSE American, that the Compensation Committee believes are significantly related to the operational activities of the Company. In addition, the Compensation Committee has the ability to consider prior compensation (e.g. gains from prior option grants or other equity awards) in setting current compensation, however it has no formal procedure or requirement to do so. The Compensation Committee does not set or utilize benchmarks of any kind to set, evaluate or allocate compensation. There have been no actions taken or adjustments made to the process of setting executive compensation discussed herein by the Compensation Committee subsequent to December 31, 2025.

  20. Key Elements of Executive Compensation

    Key Elements of Executive Compensation The elements of the Company’s compensation program are intended to balance long term and short-term compensation for its executives and attempt to motivate executives to provide excellent leadership and achieve Company goals by linking short-term (such as salaries and benefits) and long-term incentives (such as equity-based compensation) to the achievement of business objectives, thereby aligning the interests of executives and Shareholders. In addition, the Compensation Committee recognizes the performance of the Common Stock is often influenced by the general investment climate of the junior mining industry and other macro-economic factors, which are not within the control of the NEOs. The key elements of the compensation of the NEOs are outlined below. The Compensation Committee considers Shareholder input when setting compensation for NEOs. At our 2025 annual meeting of Shareholders, greater than 81.9% of the votes cast on the advisory vote on executive compensation were in favor of our executive compensation program. The Board of Directors and the Compensation Committee reviewed these vote results and determined that, given the significant level of support, no major re-examination of our executive compensation program was necessary at that time. (1) Base Salary The Compensation Committee attempts to provide a base salary to the NEOs that is commensurate with their review of the Peer Group Companies. The Compensation Committee increased the base salary for the NEOs during 2025, as discussed above, during its meeting in January 2025. Increases or decreases in base salary are dependent on the Compensation Committee’s evaluation of each Named Executive Officer’s performance, the effect of a peer group review, the performance of the entire Company relative to the Company’s general goals and objectives, and the Company’s current and projected financial resources. No Named Executive Officer receives minimum base salary payments pursuant to any employment agreement, or other agreement. The Compensation Committee has authority from the Board to set the base salary of our executives at any amount it believes is appropriate. Although the Compensation Committee, reviews the accomplishments of the NEOs against general goals of the Company, such as planned exploration programs, potential mineral property acquisitions and dispositions, evaluation of strategic opportunities, corporate financing activities and market price of our Common Stock, among other things, the Compensation Committee has full discretion to set compensation levels and has not set specific compensation levels to specific criteria. Some of the general criteria are discussed above. (2) Bonuses The Compensation Committee may provide bonuses to the NEOs, in its sole discretion, based upon their evaluation of the individual NEO in light of certain parameters, including, but not exclusively, the following:

  21. Key Elements of Executive Compensation

    In establishing its goals for any particular year, the Compensation Committee strives to ensure that the goals provide both an incentive and an attainable goal that provides Shareholders with the opportunity for return on their investment while minimizing corporate and Shareholder risk to the extent possible. Although certain targets and goals related to certain operational goals such as potential property acquisitions and/or potential merger or acquisition activities, if any, are confidential, the Compensation Committee has attempted to structure these types of goals to be reasonable and obtainable by our NEOs, without undue risk to the assets of Solitario. Due to the nature of Solitario’s activities relating to (i) the evaluation of mineral properties for acquisition; (ii) the evaluation of strategic opportunities for a corporate merger, acquisition or sale; (iii) the 2025 and 2024 drilling programs as well as the expansion and on-going positive exploration of our Golden Crest project in South Dakota during 2025 and 2024: (iv) the exploration and evaluation of our Lik project in Alaska; (v) the exploration and evaluation of our Florida Canyon project in Peru; (iv) the addition of the Cat Creek and Bright Angel projects and (vii) early-stage exploration of mineral properties located in Peru and North America, the goals for our NEOs are not specifically related to traditional financial metrics, such as revenue growth, earnings or earnings per share. The operational targets and goals are more subjective and generally include (i) the evaluation and negotiation of related agreements for the acquisition or disposition of mineral property; (ii) evaluation of strategic opportunities; (iii) land and royalty joint ventures on our existing properties, (iv) exploration activities and success, both on our own and through joint ventures; (v) training and retaining employees or contractors; and (vi) operational activities including: maintaining adequate liquidity to fund future exploration activities, financial reporting and disclosure, and shareholder return. The Compensation Committee also evaluates the financial strength and prospects for the junior exploration segment of the mining industry. The Compensation Committee reviews the annual goals with the NEOs at or near the start of each year. The evaluation of the performance of our NEOs, relative to the goals outlined herein, has been and is expected to continue to be at the discretion of the Compensation Committee. As discussed above, the Compensation Committee awarded aggregate bonuses of $40,000 paid during 2025 to our NEOs and $196,000 paid during 2024 to our NEOs. (3) Equity The only equity compensation our NEOs have historically received is in the form of stock options granted pursuant to our equity compensation plans adopted by our Shareholders, with the exercise price of such options equal to the current market price of a share of stock of our Common Stock as quoted on the NYSE American at the date of grant. The Compensation Committee believes that a portion of our NEOs’ compensation should be performance-based and tied to the long-term value of the Company. The Compensation Committee also believes that our compensation policies should be fair to our Shareholders and be focused on our long-term viability. The Compensation Committee believes the granting of stock options or other forms of equity-based compensation aligns the interests of the NEOs with those of our shareholders and provides the incentive to manage the Company from the perspective of an owner of the Company. In addition, the Compensation Committee believes the vesting terms of the stock options granted from our equity compensation plans, discussed below, provides that a significant portion of the compensation will be received at a future date, which provides a tempered longer-term incentive for our NEOs as well as an incentive for them to remain with the Company. The amount of all individual grants and the grant date of the stock options have been determined periodically by the Compensation Committee or by the full Board. All grants to date have, as of the date of the approval by the Compensation Committee (or the full Board, if requested by the Compensation Committee), an option exercise price at the fair market value equal to the quoted price of a share of Solitario stock on the NYSE American on the date of grant. Generally, all option grants from the 2013 Plan and the 2024 Plan vest 25% on the date of grant and the remaining options vest at 25% per year on the anniversary of the grant over a three-year period. The Company’s 2013 Solitario Resources Corp. Omnibus Stock and Incentive Plan (the “2013 Plan”) expired in 2023 and the Company may no longer grant awards from the 2013 Plan. There were no grants of options or other equity-based awards under the 2013 Plan during 2025 or 2024. During 2023, the Shareholders of the Company approved the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”). On December 2, 2025, Solitario granted an aggregate of 1,600,000 options under the 2023 Plan including a total of 785,000 options to our NEOs. The 1,600,000 options granted have a five-year life, exercise price of $0.63 per share and had a total grant date fair value of $557,000, based upon a Black-Scholes model with a volatility of 62%, and a risk-free interest rate of 3.7%. On June 7, 2024, Solitario granted an aggregate of 2,125,000 options under the 2023 Plan including a total of 795,000 options to our NEOs. The 2,125,000 options granted have a five-year life, exercise price of $0.85 per share and had a total grant date fair value of $1,120,000, based upon a Black-Scholes model with a volatility of 72%, and a risk-free interest rate of 4.3%. In the future, our officers and directors may receive equity-based awards pursuant to the 2023 Plan, which may take the form of stock options or other forms of awards including restricted stock awards, restricted stock units or stock appreciation rights.

  22. Equity Grant Timing

    Equity Grant Timing The Board does not determine the timing or terms of equity awards, including stock options or similar awards whose exercise price is related to the market value of our Common Stock, in connection with the release of material nonpublic information that is likely to result in changes to the price of our Common Stock, such as a significant positive or negative earnings announcement, and we do not time the public release of such information based on stock option grant dates. During fiscal years 2025 and 2024, there were no equity awards granted to any of our named executive officers within either four business days before or one business day after the filing of our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and any Current Report on Form 8-K that contained any material nonpublic information.

  23. Employment Agreements

    Employment Agreements None of our NEOs have on-going employment agreements other than individual Change in Control Severance Benefits Agreements, discussed under “Change in Control Agreements” below.

  24. Change in Control Agreements

    Change in Control Agreements The Compensation Committee and Solitario consider it essential to the best interest of its Shareholders to foster the continuous employment of key management personnel. In this regard, the Compensation Committee and Board recognize that, as is the case with many publicly held corporations and their subsidiaries, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its Shareholders. Accordingly, on March 14, 2007, the Compensation Committee approved separate Change in Control Severance Benefits Agreements (each a “CIC”) for each of the persons serving as our NEOs, Mr. Herald and Mr. Maronick. Each CIC provides for the payment of severance benefits if the employment of one of the NEOs is terminated during a period of three years following the last day of the month in which a Change in Control of Solitario (as defined in the CIC) occurs equal to 2.5 times the base salary of the NEO. In addition, any unvested stock options held by the NEO will vest upon the Change in Control. The CIC provides an additional gross up for any taxes due as a result of Excise Tax, as defined by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). Generally, the CIC defines a “Change in Control” as (i) a person acquiring more than 50% of the outstanding stock of the Company, (ii) the Shareholders of the Company approving a merger or acquisition whereby more than 50% of the outstanding shares held prior to the vote will be held by a new person or corporation, (iii) the Shareholders of the Company approving the sale or disposition of substantially all of the company’s assets, or (iv) the Shareholders of the Company approving a plan of liquidation or dissolution of the Company. Benefits are payable under each CIC after a Change in Control if the NEO terminates his employment for “good reason,” or is terminated by the Company, other than for “cause.” “Good reason” is generally defined as a reduction in the compensation, or level of responsibility or forced relocation, among other things. “Cause” is generally defined in the CIC as the conviction of a felony, gross and willful failure to perform assigned duties, and dishonest conduct that is intentional and materially injurious to the Company.

  25. Change in Control Agreements

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  26. Summary Compensation Table

    Summary Compensation Table The following table provides summary information regarding compensation earned by our Named Executive Officers for the fiscal year ended December 31, 2025 and 2024:

  27. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  28. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Non-equity incentive plan compensation | All Other Compensation ($) | Total ($) | | Christopher E Herald, CEO | 2025 | 176,000 | 20,000 | - | 146,246 | - | - | 342,246 | | | 2024 | 176,000 | 77,000 | - | 231,974 | - | - | 484,974 | | Walter H Hunt, former COO (2) | 2025 | - | - | - | - | - | - | - | | | 2024 | 58,000 | 55,000 | - | - | - | - | 113,000 | | James R. Maronick, CFO | 2025 | 162,000 | 20,000 | - | 127,095 | - | - | 309,095 | | | 2024 | 162,000 | 64,000 | - | 187,161 | - | - | 413,161 |

  29. SUMMARY COMPENSATION TABLE

    | (1) The amount represents the grant date fair value of option awards granted during the year in accordance with FASB ASC No. 718. See Note 10, “Employee Stock Compensation Plans” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion regarding assumptions used to calculate fair value. | | The total grant date fair value of the options granted on December 2, 2025 to our NEOs were as follows: Mr. Herald: 420,000 options; $146,246 Mr. Maronick: 365,000 options; $127,095 The total grant date fair value of the options granted on June 7, 2024 to our NEOs were as follows: Mr. Herald: 440,000 options; $231,974 Mr. Maronick: 355,000 options; $187,161 | | (2) Mr. Hunt retired on June 30, 2024. |

  30. SUMMARY COMPENSATION TABLE

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  31. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  32. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE The following options were exercised by our NEOs during 2025:

  33. OPTION EXERCISES AND STOCK VESTED TABLE

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value realized on Vesting ($) | | Christopher E Herald, CEO | 225,000 | 94,500 | - | - | | James R. Maronick, CFO | 200,000 | 88,000 | - | - |

  34. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As noted above, the Company entered into certain change in control agreements on March 14, 2007 with our NEOs pursuant to which our NEOs may receive payment in the event that such officer is terminated within three years following a change in control. The terms of the CICs are more fully described under “Change in Control Agreements” in the “Executive Compensation” section above. The potential payments to each NEO are described below in the event of an assumed change in control as defined in the applicable CIC as of December 31, 2025.

  35. Potential Payments Upon Termination or Change in Control

    | Name | Salary (1) | Stock option vesting (2) | Tax gross up (3) | Total | | Christopher E. Herald, CEO | $440,000 | 105,000 | - | $545,000 | | James R. Maronick, CFO | $405,000 | 91,250 | - | 496,250 |

  36. Potential Payments Upon Termination or Change in Control

    | (1) Two and one-half times current base salary as of December 31, 2025. The amount in the table above is shown as paid as a lump sum payment. | | (2) At December 31, 2025, the price of a share of our common stock as quoted on the NYSE American was $0.70 per share. Accordingly, the amount representing the intrinsic value of any unvested options at December 31, 2025, shown above, held by our NEOs from the acceleration for those unvested options priced below $0.70 per share. | | (3) The CIC provides for a gross-up for taxes in the event the combined salary and all other compensation, triggered by a change in control, results in Excise Tax, as defined by Section 4999 of the Code. The CIC provides for additional cash compensation to pay the NEO for the Excise Tax, which is 20% of all compensation in excess of the excise tax base salary amount, when the payments, including the fair value from acceleration of vesting for unvested options, under the CIC exceed three times the excise tax base salary. The excise tax base salary is the average of the prior five years taxable compensation from the date of the payment under the CIC, which is considered the five years prior to December 31, 2025 for the above calculation of estimated CIC payments. The total estimated CIC payments did not exceed three times the excise tax base salary as of December 31, 2025. |

  37. Potential Payments Upon Termination or Change in Control

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  38. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information on the relationship between Compensation Actually Paid (“CAP”) and Solitario’s performance for our NEOs (including the Principal Executive Officer, or PEO) and total shareholder return, which is defined as the change in the value of an investment in our common stock of $100 at December 31, 2022 through December 31, 2025 (the “TSR”). The definition of CAP and TSR are mandated by Item 402 and are not used by the Compensation Committee in its pay-for-performance assessments. See our “Executive Compensation” section of this Proxy Statement for a discussion on Solitario’s executive compensation philosophy, our incentive programs and practices and policies that align the interests of our NEOs to those of our shareholders.

  39. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total For PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total For Non-PEO Named Executive Officers (3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (4) | Value of Initial Fixed Investment on Total Shareholder Return (5) | Net Income (Loss) (in thousands) | | 2025 | $342,246 | $415,921 | $309,095 | $368,082 | $113 | $(3,833) | | 2024 | $484,974 | $432,482 | $263,081 | $215,107 | $95 | $(5,368) | | 2023 | $299,000 | $345,692 | $261,500 | $301,686 | $90 | $(3,754) |

  40. PAY VERSUS PERFORMANCE

    | (1) Amount for Chris Herald, our CEO in 2025, 2024 and 2023 from the Summary Compensation Table (“SCT”) above. | | (2) Adjustments for to the SCT total to arrive at the CAP are as follows: |

  41. PAY VERSUS PERFORMANCE

    | Reconciliation of PEO SCT Total and Compensation Actually Paid (6) | 2025 | 2024 | 2023 | | Total Compensation as reported in SCT | $342,246 | $484,974 | $299,000 | | Less fair value of equity awards granted during the year as reported in the SCT | (146,246) | (231,974) | - | | Fair value of unvested equity awards granted in the current year – value at the end of the year | 108,149 | 93,046 | - | | Fair value of options granted in the current year that vested in the current year | 36,532 | 58,033 | - | | Fair value of options granted in prior years that vested in the current year | 68,771 | 36,295 | 64,509 | | Change in the fair value of unvested equity options granted in prior years | 6,469 | (7,892) | (17,817) | | Compensation actually paid per Item 402 | $415,921 | $432,482 | $345,692 |

  42. PAY VERSUS PERFORMANCE

    | (3) Amount for the average of Mr. Hunt and Mr. Maronick, our Non-PEO’s in 2024 and for Mr. Maronick alone in 2025 from the SCT above. | | (4) The following amounts represent averages for our Non-PEO’s to arrive at the necessary adjustments to the SCT: |

  43. PAY VERSUS PERFORMANCE

    | Reconciliation of Average Non-PEO SCT Total and Compensation Actually Paid (6) | 2025 | 2024 | 2023 | | Total average compensation as reported in SCT | $309,095 | $263,081 | $261,500 | | Less fair value of equity awards granted during the year as reported in the SCT | (127,095) | (93,581) | - | | Fair value of unvested equity awards granted in the current year – value at the end of the year | 93,986 | 37,536 | - | | Fair value of options granted in the current year that vested in the current year | 31,748 | 23,411 | - | | Fair value of options granted in prior years that vested in the current year | 55,128 | 14,475 | 54,821 | | Change in the fair value of unvested equity options granted in prior years | 5,220 | (3,148) | (14,635) | | Less prior year fair value of equity awards forfeited during the current year | - | (26,667) | - | | Compensation actually paid per Item 402 | $368,082 | $215,107 | $301,686 |

  44. PAY VERSUS PERFORMANCE

    | (5) The TSR is based upon the change in value of $100 invested on the last trading day of 2022 as of the end of the year reported. | | (6) Fair value awards were computed in accordance with Financial Accounting Standards Codification Topic 718 |

  45. PAY VERSUS PERFORMANCE

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  46. PAY VERSUS PERFORMANCE

    As an exploration company, Solitario does not have consistent sources of revenue and our goals and objectives are more closely aligned with the success of our exploration activities including acquisition and exploration of mineral claims as further discussed above in our Compensation Discussion and Analysis. We believe the changes in both CAP and TSR shown in the above chart are more closely related to the success of our exploration activities, especially at our Golden Crest project as well as general junior mining industry trends for stock appreciation and declines during 2025, 2024 and 2023 than to each other or other financial metrics. The decrease in the net loss in 2025 compared to 2024 is primarily related to a decrease in exploration expense incurred at our Golden Crest project, where we completed eight drill holes during 2025 compared to 11 drill holes in 2024. The increase in the net loss in 2024 compared to 2023 is primarily related to the increase in exploration expense at our Golden Crest project, where we completed 11 drill holes during 2024, with no drilling undertaken in 2023 These increases and decreases are appropriate given the nature of Solitario’s exploration business and were a significant contributor to the exploration success at our Golden Crest project during 2025, 2024 and 2023. However, expenditure does not necessarily correlate to exploration success nor to increases in shareholder return.

  47. PAY VERSUS PERFORMANCE

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