Solitario Resources : Notice of Annual Meeting, Proxy Card & Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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• Preliminary Proxy Statement
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SOLITARIO RESOURCES CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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SOLITARIO RESOURCES CORP.

Notice of Annual Meeting of Shareholders

To our Shareholders:

You are invited to attend the annual meeting (the "Annual Meeting") of shareholders (the "Shareholders") of Solitario Resources Corp. (the "Company" or "Solitario"). The Annual Meeting will be held at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033, on Thursday, June 20, 2024 at 10:00 a.m., Mountain Daylight Time. At the Annual Meeting, you will be asked to consider and vote upon the following proposals:

1. To elect seven directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified;
2. To hold a non-binding advisory vote to approve Solitario's executive compensation program;
3. To hold a nnon-binding advisory vote on the frequency of the Company's compensation advisory vote;
4. To ratify the appointment of Assure CPA, LLC as Solitario's independent registered public accounting firm for fiscal year 2024; and
5. To transact such other business as may properly come before the meeting and all adjournments thereof.

The Board of Directors of the Company has fixed the close of business on Friday, May 3, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. The approximate date of the mailing of the Proxy Statement, the enclosed Annual Report on Form 10-K for the year ended December 31, 2023, and the enclosed form of proxy card (the "Proxy Materials") or a Notice of Internet Availability of Proxy Materials is May 7, 2024. A complete list of shareholders will be available for examination at the Annual Meeting and prior to the Annual Meeting at our offices at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033 beginning two business days after the date of the mailing of the enclosed Proxy Statement.

Your attention is directed to the accompanying Proxy Statement. To constitute a quorum for the conduct of business at the Annual Meeting, our bylaws provide that it is necessary that holders of one third (33%) of all outstanding shares of common stock entitled to vote at the Annual Meeting be present in person or be represented by proxy. To assure representation at the Annual Meeting, you are urged to date and sign the enclosed proxy and return it promptly in the enclosed envelope.

By Order of the Board of Directors

/s/James R. Maronick Secretary

April 26, 2024

Wheat Ridge, Colorado

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SOLITARIO RESOURCES CORP.

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

1. 534-1030
   PROXY STATEMENT

This Proxy Statement (this "Proxy Statement") is being furnished to the shareholders (the "Shareholders") of Solitario Resources Corp., a Colorado corporation ("Solitario" or the "Company"), in connection with the solicitation by the Board of Directors of the Company (the "Board") of proxies in the accompanying form for use at the annual meeting of Shareholders (the "Annual Meeting") to be held on Thursday, June 20, 2024, at 10:00 a.m., Mountain Daylight Time, at the Company's principal executive office located at 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033, and any adjournment or postponement of such meeting (the "Annual Meeting").

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on June 20, 2024: This Proxy Statement, the accompanying proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 10-K"; collectively with such other materials, the "Proxy Materials") are available online at www.envisionreports.com/SLRQ2024. However, Shareholders cannot submit their votes using that hyperlink. To vote electronically at the Annual Meeting, Shareholders can submit their votes at www.investorvote.com.

The Company either (1) mailed you a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") notifying each Shareholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of the Proxy Materials, or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. If you have not received, but you would like to receive, either a paper copy of the Proxy Materials and a proxy card in paper format delivered to you by mail or an e-mail sent to you containing electronic copies of the Proxy Materials, please follow the instructions set forth in the Notice of Internet Availability for requesting such materials. Pursuant to those instructions, upon written request from any Shareholder solicited herein, addressed to the Corporate Secretary of Solitario (the "Corporate Secretary") at Solitario's principal office at 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033, Solitario will provide, at no cost, a paper copy of the Proxy Materials via mail or an electronic copy of the Proxy Materials via e-mail, as requested by the Shareholder. Please note that any paper copy of the 2023 10- K accompanying this Proxy Statement will be provided without exhibits. Upon a Shareholder's written request, the Company will furnish a copy of any or all of the exhibits to the 2023 10-K for a fee, which will not exceed the Company's reasonable expenses in furnishing such exhibits.

Proxies are solicited so that each Shareholder may have an opportunity to vote. These proxies will enable Shareholders to vote on all matters that are scheduled to come before the Annual Meeting. When proxies are properly executed and timely returned, the shares of Solitario's common stock, par value $0.01 per share (the "Common Stock") represented thereby will be voted in accordance with the Shareholders' directions. Shareholders are urged to specify their choices on each of the proposals to be voted on at the Annual Meeting by marking the appropriate boxes on the enclosed proxy card; if no choice has been specified, the shares will be voted as recommended by the Board. Means have been provided whereby a Shareholder may withhold his or her vote for any director. The proxy card also confers discretionary authority to vote the shares authorized to be voted thereby on any matter that was not known on the date of this Proxy Statement but may properly be presented for action at the Annual Meeting.

Registered Shareholders and any Shareholders who requested to receive the Proxy Materials by mail are asked to sign, date, and return the accompanying proxy card (or otherwise vote electronically) regardless of whether or not they plan to attend the Annual Meeting. The approximate mailing date of the Proxy Materials, where applicable, or of a Notice of Internet Availability is May 7, 2024. The Notice of Internet Availability contains instructions on how to access and review the Proxy Materials online and how to access an electronic proxy card to vote on the Internet or by telephone. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the Proxy Materials via mail or an electronic copy of the Proxy Materials via e-mail. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the Proxy Materials unless you request one in accordance with the instructions in the Notice of Internet Availability. The Proxy Materials can be viewed and accessed electronically by visiting www.envisionreports.com/SLRQ2024.

Any Shareholder returning a proxy by mail has the power to revoke it at any time before the shares of Common Stock represented by the proxy are voted at the Annual Meeting. A proxy may be revoked by a Shareholder by the submission of a new proxy card with a later date or a written notice of revocation delivered to the

Corporate Secretary at the address on the cover of this Proxy Statement before the Annual Meeting. Alternatively, if a Shareholder that attends the Annual Meeting in person, he or she may request that a previously submitted proxy not be used. Any shares represented by a Shareholder's unrevoked proxy will be voted unless the Shareholder attends the Annual Meeting and votes in person. A Shareholder's right to revoke a proxy is not limited by, or subject to, compliance with a specified formal procedure, but written notice should be given to the Corporate Secretary of Solitario at or before the Annual Meeting. Shareholders that hold shares in street name at a broker, bank or other nominee or through a retirement or savings, or other similar plan, the shareholder should check the voting instruction card refer to information from their broker, bank, nominee, trustee, or administrator to determine how to revoke, change, or submit new voting instructions..

The proposed corporate actions on which the shareholders are being asked to vote at the Annual Meeting are not corporate actions for which shareholders of a Colorado corporation have the right to dissent under the Colorado Business Corporation Act.

The expense of printing and mailing Proxy Materials will be borne by Solitario. In addition to the solicitation of proxies by mail, solicitation may be made by certain directors, officers, and other employees of Solitario in person or by telephone or other means of electronic communication. No additional compensation will be paid for such solicitation.

Arrangements will also be made with brokerage firms and other custodians, nominees, and fiduciaries to forward proxy solicitation material to and to solicit proxies or authorizations from certain beneficial owners of our Common Stock and Solitario will reimburse such brokerage firms, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

SHARES OUTSTANDING; VOTES REQUIRED; BOARD RECOMMENDATIONS

The holders of shares of Solitario's issued and outstanding Common Stock at the close of business on Friday, May 3, 2024, the record date, are entitled to vote at the Annual Meeting. On April 26, 2024 there were 81,287,667 shares of Common Stock outstanding which is estimated to be the same number of shares outstanding on the record date. Each outstanding share of Common Stock entitles its holder to one vote.

The presence in person or by proxy of one-third (33%) of the outstanding shares of Common Stock constitutes a quorum for the transaction of business at the Annual Meeting. Shares of Common Stock held by persons who abstain, and broker non-votes will be counted as present in determining whether a quorum is present at the Annual Meeting. In the event there are not sufficient shares of Common Stock represented in person or by proxy for a quorum or to approve one or more of the proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

If a quorum is present at the Annual Meeting:

• With respect to Proposal No. 1, directors will be elected according to a plurality vote, meaning the seven nominees for election as directors who receive the greatest number of votes cast for the election of directors, even if less than a majority, will be elected as directors. No cumulative voting is permitted.
• With respect to each of the other proposals being submitted to the Shareholders for approval, being: (i) the non- binding advisory vote on the executive compensation of our named executive officers (Proposal No. 2); (ii) the non-binding advisory vote on the frequency of the Company's future advisory votes on executive compensation (Proposal No. 3); and (iii) the ratification of the appointment of Assure CPA, LLC ("Assure") as our independent registered public accounting firm for 2024 (Proposal No. 4), each will be approved if a majority of the voting power of the shares of Common Stock deemed present at the Annual Meeting vote in favor of such proposal. Although, as advisory votes, Proposal Nos. 2, 3, and 4 are not binding on the Company or the Board, the Board will carefully consider the Shareholder votes on these matters.
  The Board unanimously recommends that shareholders vote:
• • FOR the election of each of the seven nominees for director;
  • FOR approval of the Company's executive compensation program;

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• FOR approval of ONE YEAR as the frequency of the Company's advisory vote on executive compensation; and
• FOR the ratification of Assure as the Company's independent registered public accounting firm.

Proxies submitted properly will be voted in accordance with the instructions contained therein. If the proxy card is submitted but voting directions are not provided, the proxy will be voted "FOR" each of the seven director nominees; "FOR" the advisory vote on executive compensation, FOR approval of ONE YEAR as the frequency of the advisory vote on executive compensation, and "FOR" ratification of the appointment of Assure as our independent registered public accounting firm, and in such manner as the proxies named on the proxy card, in their discretion, determine upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

If your shares are held in "street name" through a broker, bank or other nominee (collectively referred to as "brokers"), the broker will vote your shares according to the specific instructions it receives from you. If the broker does not receive voting instructions from you, the broker is only deemed present and entitled to vote on a proposal that is considered a "routine" matter without specific instruction from the Shareholder. The ratification of Assure is a routine matter; however, each of the other proposals being considered at the Annual Meeting is not considered a "routine" matter. Accordingly, if you do not give instructions to your broker, the broker will not be deemed present at the time of the vote on each non-routine matter and will not be deemed authorized to vote your shares with respect to the non- routine matters being considered at the Annual Meeting. The broker's failure to vote because it lacks discretionary authority to do so, commonly referred to as a "broker non-vote," will not affect the outcome of the vote on the non- routine matters being submitted at the Annual Meeting because they will not be deemed present at the time of the vote for those matters. For the proposal to ratify the appointment of Assure as the Company's independent registered public accounting firm no broker "non-votes" are expected on this proposal because it is a "routine" matter upon which brokers may vote without specific direction from holders of shares in "street name."

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT

1. When and where will the Annual Meeting be held?

As described in the Notice of Annual Meeting of Shareholders (the "Notice"), we will hold the Annual Meeting at the offices of Solitario located at 4251 Kipling St., Suite 390, Wheat Ridge, Colorado 80033. The Annual Meeting is scheduled for Thursday, June 20, 2024 at 10:00 a.m. Mountain Daylight Time. If you expect to attend the Annual Meeting in person, please call Solitario at (303) 534-1030 to ensure that sufficient accommodation is prepared.

2. Who is asking for my vote?

The Board is sending the Notice and providing this Proxy Statement along with other soliciting materials and the proxy card to you and all other persons who are Shareholders of record of Solitario as of the close of business on Friday, May 3, 2024 (the "Record Date"). The Board is soliciting your vote for the Annual Meeting.

3. Who is eligible to vote?

Shareholders who own shares of Common Stock at the close of business on the Record Date are eligible to vote. Each outstanding share of Common Stock held by a Shareholder entitles the Shareholder to one vote.

4. Might the Annual Meeting be adjourned?

We do not intend to seek adjournment of the Annual Meeting unless we have insufficient holders of the outstanding shares of Common Stock present in person or by proxy at the Annual Meeting to meet a quorum (which under our bylaws requires the presence of holders of at least one-third (33%) of the outstanding shares). If this occurs, we will consider the advisability of proposing an adjournment to a specific time and place. Unless the Board fixes a new record date, Shareholders for an adjourned meeting shall be as originally determined for the meeting from which the adjournment was taken. If the adjournment is for more than 30 days, or if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Shareholder entitled to vote. At the adjourned meeting any business may be transacted that might have been transacted at the Annual Meeting as originally called.

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5. Why did you send me this booklet?

This booklet is a Proxy Statement. It provides you with information you should review before voting on the proposals discussed above, and in the Notice of Annual Meeting of Shareholders. You are receiving these proxy materials because you have the right to vote at the Annual Meeting. Such proxy materials are also available on-line at www.solitarioxr.com.

6. How do I vote? Registered Shareholders

There are different methods by which registered Shareholders ("Registered Shareholders"), meaning Shareholders of record whose names are shown on the books or records of the Company as direct owners of shares of Common Stock, can vote their shares at the Annual Meeting in person or by proxy. If you are a Registered Shareholder and wish to vote in person at the Annual Meeting, you should attend the Annual Meeting where your vote will be taken and counted. Should you not wish to attend the Annual Meeting, you may vote by proxy through one of the methods below.

A Registered Shareholder may vote by proxy using one of the following methods: (i) by returning the paper form of proxy by mail or delivery; (ii) by using the internet to vote electronically; or (iii) by telephone. The methods of using each of these procedures are as follows:

Voting by Mail. A Registered Shareholder may vote by mail by completing, dating and signing the enclosed form of proxy and mailing it to Computershare Investor Services Inc. ("Computershare") in the envelope provided for receipt no later than 5:00 p.m. (MDT) on June 18, 2024. Joint owners must each sign the proxy card.

Voting by Internet.A Registered Shareholder may vote by internet by accessing the following website: www.investorvote.com. When you log on to the site, you will be required to input a control number as instructed on the Notice and/or form of proxy. Registered Shareholders may vote by internet until 5:00 p.m. (MDT) on June 18, 2024.

Voting by Telephone: A Registered Shareholder may vote by telephone by calling Computershare at the following toll-free number: 1-866-732-8683. When you telephone Computershare, you will be required to input a control number as instructed on the Notice and/or form of proxy. Registered Shareholders may vote by telephone until 5:00 p.m. (MDT) on June 18, 2024.

Beneficial Shareholder

If you own your shares in "street name" through a broker, bank, or other nominee rather than directly in your own name, you are considered the "beneficial owner" of those shares (a "Beneficial Shareholder"). If you are a Beneficial Shareholder, a copy of our Proxy Materials, together with a voting instruction form, will be made available to you by your broker, bank, or other nominee, and you must vote your shares in the manner provided in the voting instruction form. If you own your shares through a broker, bank or other nominee, you are not considered to be a shareholder of record, and you will not be permitted to vote your shares in person at the Annual Meeting, unless you have obtained a proxy for those shares from the nominee who holds your shares of record. Beneficial Shareholders should ensure that instructions respecting the voting of their shares of Common Stock are communicated to the appropriate person at the broker, bank or other nominee where your shares are held.

7. Why does my name not appear as a shareholder of record?

Many investors own their investment securities through a broker-dealer or other nominee. Broker-dealers frequently clear their transactions through other broker-dealers and may hold the actual certificates for shares in the name of securities depositories, such as Cede & Co. (operated by the Depository Trust Company of New York City). In such a case, only the ultimate certificate holder appears on our records as a Shareholder even though that nominee may not have any economic interest in the shares that you actually own through your broker-dealer. You should contact your broker- dealer for more information about this process. You have the right to request that your broker-dealer deliver to you a certificate representing your shares.

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8. How can I obtain more information about Solitario?

This Proxy Statement is available online at www.solitarioxr.com. In addition, information is available on our website at www.envisionreports.com/SLRQ2024and through periodic reports filed by Solitario with the Securities and Exchange Commission (the "SEC") and available at: www.sec.gov.

9. Why are we being asked to vote on the proposals?

The rules of the NYSE American Exchange (the "NYSE American") and Colorado state law require Solitario to hold an annual meeting of shareholders to, among other things, elect directors. At the Annual Meeting Shareholders are being asked to consider certain proposals that are commonly considered at an annual meeting of shareholders for a publicly reporting company, being the election of a slate of directors (Proposal No. 1), the approval of the non-binding advisory vote on the Company's executive compensation program (Proposal No. 2), the non-binding advisory vote on the selection of the frequency of future advisory votes on executive compensation (Proposal No. 3) which was last voted on by the Shareholders in 2018 and must be voted on at least once every six years; and the ratification of the Company's independent public accounting firm for fiscal year 2024 (Proposal No. 5).

FORWARD LOOKING STATEMENTS

THIS PROXY STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT HAVE BEEN MADE PURSUANT TO THE PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS REPRESENT SOLITARIO'S EXPECTATIONS OR BELIEFS CONCERNING FUTURE EVENTS, INCLUDING ANY STATEMENTS REGARDING: SOLITARIO'S BUSINESS AND BUSINESS RELATIONSHIPS, SOLITARIO'S BUSINESS ACTIVITIES AND ASSETS, AND THE SUFFICIENCY OF SOLITARIO'S CASH BALANCES AND CASH USED IN OPERATIONS, FINANCING AND/OR INVESTING ACTIVITIES. WITHOUT LIMITING THE FOREGOING, THE WORDS "BELIEVES," "INTENDS," "PROJECTS," "PLANS," "EXPECTS," "ANTICIPATES" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THE COMPANY'S PROJECTIONS. INFORMATION REGARDING CERTAIN OF THESE RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE RESULTS IN THESE FORWARD-LOOKING STATEMENTS ARE DISCUSSED IN SOLITARIO'S PERIODIC REPORTS AND DOCUMENTS FILED WITH THE SEC. THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PROXY STATEMENT ARE MADE ONLY AS OF THE DATE OF THIS PROXY STATEMENT. WE DO NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR SUPPLEMENT ANY FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES, EXCEPT AS REQUIRED BY LAW.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board currently consists of seven directors. We are asking the Shareholders to vote to elect the following 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 seven 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.

Identification of Directors

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

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