PRE 14A 1 prox2010.htm

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. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SubSection 240.14a-12

SOLITARIO EXPLORATION & ROYALTY CORP. (Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No. (3) Filing Party: (4) Date Filed:

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SOLITARIO EXPLORATION & ROYALTY CORP.
Notice of Annual Meeting of Shareholders

To the Shareholders:
The Annual Meeting of the Shareholders of Solitario Exploration & Royalty Corp. ("Solitario" or the "Company") will be held at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033, on Tuesday, June 15, 2010 at 10:00 a.m., Mountain Daylight Time (the "Annual Meeting"), for the following purposes:

1. To elect five directors to serve until the next annual meeting of Shareholders or until their successors
are elected and qualified; and

2. Amend the Articles of Incorporation of the Company to increase the number of authorized shares of
Common Stock of Solitario to 100,000,000 shares of Common Stock from the current 50,000,000
shares of Common Stock; and

3. To ratify the appointment of Ehrhardt Keefe Steiner & Hottman PC, as Solitario's independent
registered public accounting firm for fiscal year 2010; and

4. To transact such other business as may properly come before the meeting and all adjournments thereof.

The Board of Directors has fixed the close of business on April 26, 2010 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 this Proxy Statement and the enclosed form of proxy is May 3, 2010. A complete list of stockholders will be available for examination at the Annual Meeting and at our offices at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033, prior to the Annual Meeting beginning two business days after the date of the mailing of this Proxy Statement.

Your attention is directed to the accompanying Proxy Statement. To constitute a quorum for the conduct of business at the Annual Meeting, it is necessary that holders of a majority of all outstanding shares entitled to vote at the 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 xx, 2010
Wheat Ridge, Colorado

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PROXY STATEMENT

Annual Meeting of Shareholders

This Proxy Statement (the "2010 Proxy Statement") is furnished in connection with the solicitation by the Board of Directors (the "Board") of Solitario Exploration & Royalty Corp., a Colorado corporation, ("Solitario" or the "Company"), of proxies in the accompanying form for use at the Annual Meeting of Shareholders to be held on Tuesday June 15, 2010 at 10:00 a.m., Mountain Daylight Time, at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 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 Tuesday, June 15, 2010: This proxy statement and our 2009 Annual Report (which is not a part of the Company's proxy soliciting materials), including the Annual Report on Form 10-K for the year ended December 31, 2009, are available online at www.solitarioxr.com.

The 2009 Annual Report (which is not a part of the Company's proxy soliciting materials) is being mailed to the Company's shareholders with this Proxy Statement. Upon written request from any person solicited herein, addressed to the Corporate Secretary of Solitario at its principal offices at 4251 Kipling St. Suite 390, Wheat Ridge, Colorado 80033, Solitario will provide, at no cost, a copy of the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2009 (the "2009 10-K"), without exhibits. A copy of any or all of the exhibits to the 2009 10-K will be furnished for a fee, which will not exceed the Company's reasonable expenses in furnishing the 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 meeting. When proxies are returned properly executed, the shares represented thereby will be voted in accordance with the shareholders' directions. Shareholders are urged to specify their choices 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 vote for any Director. The proxy cards also confer discretionary authority to vote the shares authorized to be voted thereby on any matter that was not known on the date of the Proxy Statement but may properly be presented for action at the meeting.

You are asked to sign, date, and return the accompanying proxy card regardless of whether or not you plan to attend the meeting. The approximate date of the mailing of this Proxy Statement and the enclosed form of proxy is May 3, 2010. Any shareholder returning a proxy has the power to revoke it at any time before shares represented by the proxy are voted at the meeting. Any shares represented by an unrevoked proxy will be voted unless the shareholder attends the meeting and votes in person. A shareholder's right to revoke his or her 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 meeting.

The expense of printing and mailing proxy material 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 certain beneficial owners of Solitario's Common Stock and Solitario will reimburse such brokerage firms, custodians, nominees, fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

Shares Outstanding

The holders of Solitario's $.01 par value Common Stock (the "Common Stock") at the close of business on April 26, 2010, the record date, are entitled to vote at the Annual Meeting. On April 26, 2010 there were * [29,750,242] shares of Common Stock outstanding. Each share of Common Stock entitles its holder to one vote. The presence in person or by proxy of holders of record of a majority of the outstanding shares of Common Stock is required to constitute a quorum for the transaction of business at the meeting. If a quorum is present at the meeting the five nominees for election as Directors who receive the greatest number of votes cast for election of directors at the meeting by the shares present in person or represented by proxy at the meeting and entitled to vote shall be elected Directors. Shares held by persons who abstain from voting on the election of Directors and broker non-votes (shares held by brokers that do not have discretionary authority to vote on a matter and have not received voting instructions from their clients) will not be counted in the election. However, shares held by persons abstaining and broker non-votes will be counted in determining whether a quorum is present at the meeting.

1. ELECTION OF DIRECTORS

The Board currently consists of five Directors. The Directors elected at the Annual Meeting will serve until the next Annual Meeting of Shareholders and until their successors are elected and qualified. Unless the vote is withheld by the shareholder, the proxies solicited by the Board will be voted for the re-election of all the current Directors. 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 not count either for or against the nominee. Solitario's current nominees for election as Directors are:

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Name | Age |
Brian Labadie Chairman (1)(2) | 57 | Mr. Labadie has been a director of Solitario since June 2006 and Chairman since March of 2009. He is an independent mining industry consultant. He was a director of Crown Resources Corporation (CRS:TSX) ("Crown") from June of 2002 until August 2006 upon completion of Crown's merger with Kinross Gold Corporation, ("Crown-Kinross Merger") and a director of Battle Mountain Gold Exploration Corporation (BMGX:OTC) from June 2005 to June 2007. Mr. Labadie has over thirty years experience in the mining industry including ten years with Miramar Mining Corporation from November 1996 to September 2006 as the Executive Vice President, COO. Prior to that, Mr. Labadie spent nine years with Echo Bay Mines, Ltd. as Vice President of Operations. Mr. Labadie holds a Bachelor of Science degree in geological engineering from the University of Toronto.
Mark E. Jones, III, Vice-chairman (1) | 70 | Mr. Jones has been a director of Solitario since August 1993 and served as Chairman until June 2006. Mr. Jones was also a director of Crown since it commenced operations in February 1989 until August 2006, upon completion of the Crown-Kinross Merger. Mr. Jones was a founding partner of Jones, Loyd & Webster, Inc., a Houston-based corporate finance and investment banking firm that specialized in oilfield equipment financing. Mr. Jones also serves as a director and Chairman of the Board of Brazauro Resources (BZO:V), a gold exploration company based in Houston, Texas which is traded on the TSX Venture Exchange in Canada. Mr. Jones attended the University of Texas.
John Hainey (1)(2) | 77 | Mr. Hainey has been a director of Solitario since 1999. He is a retired mining engineer and spent the last ten years of his career, before his retirement in 1998, as a mining analyst in the Canadian investment industry with Dundee Securities Corporation (formerly Eagle & Partners), Yorkton Securities Inc., Loewen, Ondaatje, McCutcheon & Company and Canaccord Capital Corporation. Prior to 1988, Mr. Hainey spent over 30 years working in the mining industry, both in Canada and abroad, which covered engineering, operations, consulting and business development and included 17 years with BP Resources Canada Ltd. Mr. Hainey is a member of the Association of Professional Engineers of Ontario and of the Canadian Institute of Mining and Metallurgy. He is also a Chartered Engineer (U.K.) and a Fellow of the Institute of Materials, Minerals and Mining (U.K.). He is an honors graduate in Mining Engineering of The Camborne School of Mines in England.
Leonard Harris (1)(2) | 82 | Mr. Harris has been a director of Solitario since June 1998. Prior to his retirement from Newmont Mining Corporation, Mr. Harris gained over 50 years experience in the mining industry including serving in various capacities including as General Manager of Minera Yanacocha, South America's largest gold mine, and Vice President and General Manager of Newmont Latin America. Mr. Harris has over 20 years experience in managing mining operations in Latin America that include base metal and gold deposits, underground and open pit mines, gold and base metal processing plants and smelting and refining operations. Mr. Harris currently serves on the boards of Alamos Gold Inc., Aztec Metals Corp., Canarc Resources, Cardero Resources Corp., Endeavour Silver Corp., Indico Resources Ltd., IMA Exploration Inc., Golden Arrow Resource Corp., Pediment Gold Corp., and Sulliden Exploration Inc. He is a 1949 graduate metallurgist of The Mount Morgan School of Mines (Australia).
Christopher E. Herald | 56 | Mr. Herald has been a director of Solitario since August 1992. He has also served as Chief Executive Officer since June 1999 and President since August 1993. Mr. Herald also served as a director of Crown since April 1989, as Chief Executive Officer of Crown since June of 1999, President of Crown from November 1990 until August 2006, when he resigned from such positions upon completion of the Crown-Kinross Merger, and was Executive Vice President of Crown from January 1990 to November 1990. Prior to joining Crown, Mr. Herald was a Senior Geologist with Echo Bay Mines and Anaconda Minerals. Mr. Herald is a director of Atna Resources Ltd. (ATN:TSX) and Underworld Resources Inc. (UW:V), which are mineral resource companies. Mr. Herald was formerly a director of the following public companies: TNR Resources (TNR:V) from July 1998 to April 2009; Maestro Ventures (MAP:V) from April 2004 to July 2007; Gryphon Gold (GGN:TSX) from December 2005 to September 2007; and Battle Mountain Gold Exploration (BMGX:OTCBB) from February 2006 to August 2007. Mr. Herald also serves as the Chairman of the Denver Gold Group, a non-profit industry trade group that organizes the preeminent gold mining industry institutional conferences in the United States and Europe. Mr. Herald received a M.S. in Geology from the Colorado School of Mines and a B.S. in Geology from the University of Notre Dame.
1. The Board has determined this Director/Nominee to be an independent member of the Board in accordance with the standards of independence as determined by the listing standards of NYSE Amex Equities ("NYSE-Amex"). 2. Member of the Audit, Compensation and Nominating Committees

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES LISTED ABOVE.

It is intended that votes will be cast pursuant to the enclosed proxy for the election of Directors from the foregoing nominees. If any nominee shall not be a candidate for election as a Director at the meeting, it is intended that votes will be cast pursuant to the enclosed proxy for such substitute nominees as may be nominated by the existing Directors. No circumstances are presently known which would render any nominee named herein unavailable to serve as a Director.

Meetings of Board of Directors

During the fiscal year ended December 31, 2009, there were three meetings of the Board. Each of the incumbent Directors attended all of the meetings of the Board held while they served as a Director. Each of the incumbent Directors attended all meetings held by committees of the Board on which they served during 2009, except that Mr. Harris missed one Audit Committee meeting. All of the references to meetings exclude actions taken by written consent. Board members are not required to attend annual meetings of shareholders. Mr. Herald attended the annual meeting of shareholders held on June 16, 2009.

Nominating and Corporate Development Committee

In June of 2006, the Board approved the charter for and formed the Nominating and Corporate Development Committee of the Board (the "Nominating Committee"), a current copy of which is available on the Company website at www.solitarioxr.com. The members of the Nominating Committee are all independent members of the Board in accordance with the definition of NYSE-Amex listing standards. The Nominating Committee did not hold a meeting during 2009. There were no director nominations proposed during 2009.

The primary purposes of the Nominating Committee are to (a) identify individuals qualified to become Board members, and select or recommend director nominees; (b) develop and recommend to the Board corporate governance principles applicable to the Corporation; (c) lead the Board in its review of the Board's performance; and (d) recommend to the Board director nominees for each committee.

Pursuant to Section 2.11 of our Bylaws, candidates for election as directors at any meeting of shareholders may be made (a) by, or at the direction of, a majority of the members of the Board or (b) by any shareholder entitled to vote at such a meeting. The Board makes no distinction in evaluating candidates who come to their attention directly or who are nominated by any shareholder. The Nominating Committee does not have specific minimum qualifications that a candidate must possess for consideration. In order to qualify for consideration at a shareholder meeting, shareholder nominations must be in writing addressed to the Secretary of Solitario Exploration & Royalty Corp. not less than 60 days nor more than 90 days prior to the date of a scheduled shareholders' meeting; provided, however, that if less than 70 days notice or prior public disclosure of the scheduled date of such a meeting is given or made, notice of a shareholder nomination must be delivered or received not later than the close of business on the 10th day following the earlier of the day on which such notice of the date of the scheduled meeting was mailed or the day on which such public disclosure was made.

Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director and as to the shareholder giving the notice (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of stock of the Company which are beneficially owned by such person of the date of such shareholder notice and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies with respect to nominees for election as directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Company's books, of such shareholder and any other shareholders known by such shareholder to be supporting such nominees and (ii) the class and number of shares of stock of the Company which are beneficially owned by such shareholder on the date of such shareholder notice and by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice.

The Board may reject any shareholder nomination not timely made in accordance with the requirements of Section 2.11 of Solitario's Bylaws. Furthermore, if the Board determines that the information provided in a shareholder's notice does not satisfy the informational requirements of Section 2.11 of the Bylaws in any material respect, the Secretary will promptly notify such shareholder of the deficiency in the notice. The shareholder will then have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time, not to exceed 5 days from the date such deficiency notice is given to the shareholder, as the Board shall reasonably determine. If the deficiency is not cured within such time period, or if the Board reasonably determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of Section 2.11 of the Company's Bylaws in any material respect, then the Board may reject such shareholder's nomination. The Secretary of the Company shall notify a shareholder in writing whether his or her nomination has been made in accordance with the time and information requirements of the Company's Bylaws. Notwithstanding the procedure set forth above, if the Board does not make a determination as to the validity of any shareholder nominations, the presiding officer of the meeting of the shareholders shall determine and declare at the meeting whether a nomination was made in accordance with the terms of the Company's Bylaws and shall accept or reject the nomination accordingly.

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Audit Committee

The Audit Committee consists of Mr. Hainey, Mr. Harris and Mr. Labadie, each of whom is independent in accordance with the definition of NYSE-Amex listing standards. The Board has determined that Mr. Hainey is an audit committee financial expert as defined in Item 407 of Regulation S-K. Following the election of Directors at the Annual meeting, the Board expects to reappoint Mr. Harris, Mr. Hainey and Mr. Labadie to the Audit Committee to serve until the next annual meeting. The Audit Committee acts under a written charter adopted and approved by the Board on July 26, 2006, a current copy of which is available on the Company website at www.solitarioxr.com. The Audit Committee reviews Solitario's financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting processes, including the system of internal controls. The Audit Committee met six times during the year ended December 31, 2009.

Audit Committee Report

In performing its duties the Audit Committee reviewed and discussed the audited financial statements contained in the 2009 Annual Report on Form 10-K with management and Solitario's independent registered public accountant, Ehrhardt Keefe Steiner & Hottman PC ("Ehrhardt"). The Audit Committee met with Ehrhardt, and discussed all issues deemed to be significant by Ehrhardt, including any matters required by Rule 2-07 of Regulation S-X, "Communication with Audit Committees" and Statement of Auditing Standard No. 61, as amended, ("Communications with Audit Committees") and without management present, discussed and reviewed the results of the independent auditor's examination of the financial statements. In addition, in accordance with Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees" as amended or supplemented, the Audit Committee discussed with Ehrhardt its independence from Solitario and its management, and has received the written disclosures and letter from Ehrhardt that stated it is independent of Solitario within the meaning of US securities laws.

In reliance on the reviews and discussions outlined above, the Audit Committee recommended to the Board that Solitario include the audited financial statements in its Annual Report under Form 10-K for the year ended December 31, 2009 which was filed with the SEC on February 16, 2010.

AUDIT COMMITTEE
John Hainey, Chairman
Leonard Harris
Brian Labadie

Compensation Committee

On June 27, 2006, the Board approved the charter for and formed the Compensation and Management Development Committee (the "Compensation Committee"). A current copy of the Compensation Committee charter is available on the Company website at www.solitarioxr.com. Mr. Labadie, Mr. Hainey and Mr. Harris are the members of the Compensation Committee. The Compensation Committee met twice during 2009.

The primary purposes of the Compensation Committee are to a) review from time to time and approve the overall management evaluation and compensation policies of Solitario; b) review and approve goals and objectives relevant to the compensation of the executive officers, including the chief executive officer, of Solitario and evaluate the performance of Solitario's executive officers; c) set the compensation of the executive officers of Solitario, in light of the Compensation Committee's review; d) review, approve and periodically evaluate Solitario's compensation and other benefit plans, including incentive compensation and equity-based plans and programs for non-employee directors, executive officers and senior management, and make recommendations as necessary; e) review and approve any amendments and modifications to any such plan or program requiring approval of the Board, subject to applicable regulatory and shareholder approval requirements; f) review and approve the granting of options, restricted stock, stock appreciation rights and other equity-based grants to Solitario's non-employee directors, executive officers and senior management consistent with the Corporation's incentive compensation plans and programs and compensation and retention strategy, subject to ratification by the Board; g) review and approve plans of the Company for management development and senior managerial succession; h) oversee compliance with the applicable compensation reporting requirements of the Securities and Exchange Commission and i) conduct an annual performance self-evaluation of the Committee and prepare an annual report thereon to the Board. The Compensation Committee has not engaged compensation consultants but has the authority to do so under the Compensation Committee charter.

The scope and authority of the Compensation Committee, including the role of executive officers and compensation consultants in determining or recommending the amount and form of compensation and the ability of the Compensation Committee to delegate authority, are more fully described in the Compensation Committee charter.

Compensation Committee Interlocks and Insider Participation

Mr. Labadie, Mr. Hainey and Mr. Harris are the members of the Compensation Committee and are independent in accordance with the definition of NYSE-Amex listing standards. No member of the Compensation Committee is currently or has ever been an officer or employee of Solitario or had a relationship required to be disclosed with Solitario pursuant to Item 404 of Regulation S-K.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the (i) allocation of executive compensation, including the allocation of compensation between salary, paid in cash and deferred compensation based in stock option grants and awards; (ii) the goals and objectives of our executive compensation including the need to be competitive with peer companies to retain and attract the best available executive talent; (iii) a review of the existing elements of executive compensation including salary, bonus and stock options, and (iv) evaluation of the performance of our existing executives, including our CEO against agree targets and goals including budgets, exploration activities and success, the performance of our stock and other measures. The Compensation Committee has recommended to the Board that the executive compensation for the year ended December 31, 2009 be approved and that the budgeted executive compensation for the year ended December 31, 2010 be approved.

COMPENSATION COMMITTEE
Brian Labadie, Chairman
Leonard Harris
John Hainey

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Solitario's Directors and executive officers, and persons who own more than ten percent of a registered class of Solitario's equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of Solitario. Officers, Directors, greater than ten percent shareholders are required by SEC regulation to furnish Solitario with copies of all Section 16(a) forms they file. To Solitario's knowledge, based solely on review of the copies of such reports furnished to Solitario and written representations that no other reports were required, during the fiscal year ended December 31, 2009, the following failed to meet Section 16(a) filing requirements applicable to officers, Directors, and greater than ten percent beneficial owners: John Hainey filed one report late covering one transaction in accordance with Section 16(a) filing requirements applicable to officers, Directors, and greater than ten percent beneficial owners.

Shareholder Communications

We endeavor to keep all shareholders well informed as to financial performance of the Company, primarily by means of its annual and quarterly reports and by press releases. The Board and management of Solitario are receptive to shareholder feedback in any form. It is Solitario's policy to receive and respond promptly to shareholder inquiries while being guided by legal requirements as well as the Company's policies with respect to confidentiality and disclosure requirements. Shareholders wishing to send communications to the Board should write to either the Chairman of the Board or to the Secretary of the Company at the following address: Solitario Exploration & Royalty Corp., 4251 Kipling St., Suite 390, Wheat Ridge, CO 80033. All such communication shall state the type and amount of the Company's securities held by the shareholder and shall clearly state the communication is intended to be shared with or directed only to the Board, or if applicable, with a specific committee of the Board or specified individual shareholders. The Chairman of the Board or the Secretary of the Company, as applicable, will forward such communication to the members of the Board or specific committee of the Board or specified individual shareholders.

Indemnification of Directors

Our Articles of Incorporation authorize our Board to the fullest extent permitted by Colorado law as now or hereafter in effect, to indemnify any Director of Solitario. The Board shall be entitled to determine the terms of such indemnification, including advance of expenses, and to give effect thereto through the adoption of Bylaws, approval of agreements, or by any other manner approved by the Board. Any amendment to or repeal of the authorization of indemnification contained in our Articles of Incorporation shall not adversely affect any right of a Director of Solitario thereunder with respect to any right to indemnification that arises prior to such amendment.

Code of Ethics

We adopted a Code of Business Conduct and Ethics including a Code of Ethics applicable to the principal executive officer and the principal financial and accounting officer of Solitario (the "Code of Ethics") on June 27, 2006, a copy of which may be found on our website at www.solitarioxr.com and on SEDAR at www.sedar.com. Any person who wishes to receive a copy of the Code of Ethics may do so at no charge by written request to Investor Relations, Solitario Exploration & Royalty Corp. , 4251 Kipling St, Suite 390, Wheat Ridge, CO 80033.

Board Leadership and Risk Oversight

We have maintained separate individuals in the position of Chief Executive Officer ("CEO") and non-executive Chairman of the Board of Solitario since our inception. Our non-executive Chairman serves as liaison between the CEO and other independent directors, approves meeting agendas and schedules and notifies other members of the Board of Directors regarding any significant concerns of stockholders or interested parties of which he becomes aware. Our non-executive Chairman presides at all Board meetings he attends and provides advice and counsel to the Chief Executive Officer. We believe the separation of these positions, with an independent non-executive Chairman, provides Solitario with valuable independent direction and advice for our CEO and our other executive officers.

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Our Board of Directors is responsible for the overall risk oversight of Solitario. Directors are entitled to rely on management and the advice of the Corporation's outside advisors and auditors, but must at all times have a reasonable basis for such reliance. The Board of Directors delegates the day-to-day risk management of Solitario to the Chief Executive Officer and Chief Financial Officer, each of whom periodically report to the Board of Directors and to certain committees of the Board of Directors. The Audit Committee oversees our financial and reporting risks, including our hedging risks and these risks are discussed at no less than one Audit Committee meeting per year, providing the Audit Committee members the opportunity to discuss the risks and the risk mitigation process. The Compensation Committee oversees the risks arising from our compensation policies and practices and provides a report to the Board of Directors regarding the compensation of the CEO and executive officers. The Nominating Committee evaluates and recommends individuals for nomination to the Board of Directors in the event of a vacancy in the Board of Directors.

2. COMPENSATION PLANS

Plans subject to shareholder approval

The Solitario Resources Corporation 2006 Stock Option Incentive Plan (the "2006 Option Plan") was approved by shareholders and became effective June 27, 2006, the shareholders approved certain modifications to the 2006 Option Plan on June 14, 2007, which became The Solitario Resources Corporation 2006 Stock Option Incentive Plan (as amended), (the "2006 Plan"). Under the 2006 Plan, up to 2,800,000 shares may be issued pursuant to options granted by the Board under the 2006 Plan to directors, officers, employees and consultants with an exercise price that is not less than the market price of Solitario's common stock on the date of grant. Under the terms of the 2006 Plan, the total number of outstanding options from all plans may not exceed 2,800,000. The 2006 Plan defines the market price as the closing market price in Canadian dollars on the Toronto Stock Exchange (the "TSX") on the date of the granting of such option by the Board.

Equity Compensation Plan Information as of December 31, 2009
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights Cdn$ | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
2006 Plan | (a) | (b) | (c)
Equity compensation plans approved by security holders | 519,000 | $1.55 | 2,230,250
Equity compensation plans not approved by security holders | - | N/A | -
Total | 519,000 | $1.55 | 2,230,250

The total number of Solitario shares of Common Stock available for issue from the exercise of all outstanding options from the 2006 Plan as of April 26, 2010 is * [519,000] shares, which represents * [1.7 %] of the * [29,750,242] shares of Solitario common stock outstanding on that date.

3. EXECUTIVE AND DIRECTOR COMPENSATION

Compensation of Directors

Other than options granted pursuant to the 2006 Plan, our Directors do not receive any other compensation in their capacities as Directors. The following table provides summary information regarding compensation earned by our Directors during the fiscal year ended December 31, 2009

DIRECTOR COMPENSATION

Name(1) | Fees earned or paid in cash ($) | Stock Awards ($) | Option Awards (2) ($) | Non-equity incentive plan compensation | Non-qualified deferred compensation earnings ($) | All Other Compensation ($) | Total ($)
Mr. Labadie, Chairman | - | - | 29,407 | - | - | - | 22,683
Mr. Hainey | - | - | 22,872 | - | - | - | 17,642
Mr. Harris | - | - | - | - | - | - | -
Mr. Jones | - | - | 18,146 | - | - | - | 18,146

(1) Mr. Herald received a salary, bonus, option award and other compensation for his services as an officer of Solitario during the year ended
December 31, 2009, which are shown below under the "Summary Compensation Table".
(2) The amount represents the grant date fair value of option awards granted during the year ended December 31, 2009, in accordance with
FASB ASC No. 718. The assumptions used in determining our 2009 grant date fair value are based upon a Black-Scholes model using a
five year term, historical volatility of 56%, a risk-free interest rate of 1.9%, and a Canadian dollar - United States dollar exchange rate of
0.85320, as disclosed in footnote 8 to our financial statements included in Item 8 "Financial Statements and Supplementary Data" in our
2009 Annual Report on Form 10-K.

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Executive Officers

The following biographies describe the business experience of our executive officers (the "Named Executive Officers"):

Christopher E. Herald See Directors biographies above.

Walter H. Hunt (59) has been Chief Operating Officer of Solitario since June of 2008 and Vice President - Operations and President - South American Operations of Solitario since June 1999. He also served as Vice President - Peru Operations from July 1994 until June 1999. Mr. Hunt was also Vice President - Operations of Crown from 1994 until completion of the Crown - Kinross Merger in August of 2006. Mr. Hunt has over 20 years of exploration, development and operational experience with Anaconda Minerals, Noranda and Echo Bay Mines where he served as Superintendent, Technical Services and Chief Geologist at Echo Bay's Kettle River Operations. Mr. Hunt received his M.S. degree in Geology from the Colorado School of Mines and a B.S. degree from Furman University.

James R. Maronick (54) has served as Chief Financial Officer, Secretary and Treasurer of Solitario since 1999 and was Chief Financial Officer of Crown from June 1999 until completion of the Crown - Kinross Merger in August of 2006. Prior to that, Mr. Maronick served as Vice President - Finance and Secretary/Treasurer of Consolidated Nevada Gold Fields Corporation from November 1994 to September 1997. Mr. Maronick graduated with honors from the University of Notre Dame in 1977 with a BA in accounting and received his Masters degree in Finance with highest honors from the University of Denver in 1986.

4. SUMMARY COMPENSATION TABLE

The following table provides summary information regarding compensation earned by our Named Executive Officers for the fiscal years ended December 31, 2009 and 2008:

Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards ($) | Option Awards (2) ($) | Non-equity incentive plan compensation | Non-qualified deferred compensation earnings ($) | All Other Compensation ($)(3) | Total ($)
Mr. Herald, CEO | 2009 | 210,000 | - | - | 98,022 | - | - | 20,073 | 328,095
| 2008 | 210,000 | - | - | - | - | - | 14,588 | 224,588
Mr. Maronick, CFO | 2009 | 150,000 | - | - | 53,585 | - | - | 19,031 | 222,616
| 2008 | 150,000 | - | - | - | - | - | 12,006 | 162,006
Mr. Hunt, COO | 2009 | 150,000 | - | - | 56,199 | - | - | 19,031 | 225,230
| 2008 | 150,000 | - | - | - | - | - | 12,225 | 162,225

(1) Amount for bonus earned during the year. No bonus amount was earned during 2009 or 2008.
(2) The amount represents the grant date fair value of option awards granted during the year in accordance with FASB ASC no. 718. The
options were granted on May 19, 2009, have a five-year term and vest 25% on grant date and 25% on the next three anniversary dates. The
assumptions used in determining our 2009 grant date fair value are based upon a Black-Scholes model using a five year term, historical volatility
of 56%, a risk-free interest rate of 1.9%, and a Canadian dollar - United States dollar exchange rate of 0.85320, as disclosed in footnote 8 to our
financial statements included in Item 8 "Financial Statements and Supplementary Data" in our 2009 Annual Report on Form 10K. No option
awards were granted to Mr. Herald, Mr. Maronick or Mr. Hunt during 2008.
(3) Mr. Herald, Mr. Maronick and Mr. Hunt each received a 401(K) match of the amounts listed during 2009 and 2008,
respectively.

Employment Agreements

None of our Named Executive Officers have ongoing employment agreements other than individual Change in Control Severance Benefits Agreements, discussed below.

Change in Control Agreements

The Compensation Committee and Solitario consider it essential to the best interest of its stockholders 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 stockholders.

Accordingly, on March 14, 2007, the Compensation Committee approved separate Change in Control Severance Benefits Agreements (the "CIC") for Mr. Herald, Mr. Maronick and Mr. Hunt, our Named Executive Officers. Each CIC provides for the payment of severance benefits if the employment of one of the Named Executive Officers is terminated for a period of three years following the last day of the month in which a Change in Control of Solitario occurs (as defined in the CIC) equal to 2.5 times the base salary of the Named Executive Officer. In addition any unvested stock options held by the Named Executive Officer 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 Service Code of 1986 (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.

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The Change in Control benefits are to be paid after a change in control if the Named Executive Officer terminates his employment for "good reason," or is terminated by the Corporation, other than for "cause." "Good reason" is generally defined as a reduction in the compensation, 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.

Potential Payments upon Termination or Change in Control

As noted under "Change in Control Agreements" above, Solitario entered into certain change in control agreements on March 14, 2007 with the following Named Executive Officers: Christopher E. Herald, James R. Maronick and Walter H. Hunt. Described below are the potential payments to each Named Executive Officer in the event of an assumed change in control as defined in the applicable Change in Control Agreement (the "CIC") as of December 31, 2009.

Name | Salary (1) | Stock option vesting (2) | Tax gross up (3) | Total
Christopher E. Herald, CEO | $525,000 | $91,121 | $ - | $616,121
James R. Maronick, CFO | 375,000 | 49,813 | - | 424,813
Walter H, Hunt, COO | 375,000 | 52,243 | - | 427,243

(1) Two and one half times base salary as of December 31, 2009. Paid as a lump sum payment.
(2) The intrinsic value from the acceleration of all outstanding unvested options as of December 31, 2009.
(3) The change in control 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 Named Executive Officer for the Excise Tax, which is 20% of all compensation in excess of the base salary amount, when the
total payments, including the fair value from acceleration of vesting for unvested options, under the CIC exceed three times base salary
We have estimated that no tax gross up would have been due or payable as of December 31, 2009 because the estimated total
compensation, including the fair value from the acceleration of all outstanding unvested options, as of that date, would not exceed three
times the base salary.

Tax Implications of Executive Compensation

Under Section 162(m) of the Code, the Company generally receives a tax deduction for compensation on payments which total less than $1,000,000 paid to our Named Executive Officers, unless that compensation is performance based. The total non-performance based compensation for any of our Named Executive Officers did not exceed $1,000,000 during 2009, nor do we anticipate it will exceed $1,000,000 for the foreseeable future.

Stock Ownership Guidelines

Solitario has not established formal stock ownership guidelines for our Named Executive Officers. The Company's Insider Trading Policy prohibits the Named Executive Officers, as well as other insiders, who may have access to material inside information, from purchasing, selling, entering into short sale transactions, engaging in hedging or offsetting transactions regarding Solitario's common stock during periods where such persons have access to material inside information.

Option exercises

No options were exercised by any Named Executive Officers during 2009 or 2008.

Cancellation of Outstanding Options

On October 13, 2009, concurrent with the signing of an amendment to an agreement with Metallic Ventures Gold, Inc. ("Metallic Ventures"), whereby we were to acquire all of the outstanding shares of Metallic Ventures, certain holders of 1,935,000 options agreed to voluntarily cancel the options listed below. None of the cancelled options had any intrinsic value on the date of cancellation. The cancellations of the options were effected to allow us to have enough authorized and unissued shares of our common stock to increase the share consideration offered to Metallic Ventures pursuant to the amended agreement. No consideration was paid or received for the cancellation of the options.

Option Price | Cdn$ 2.77 | Cdn$ 4.38 | Cdn$ 4.53 | Cdn$ 5.12
Option expiration date | 06/27/2011 | 02/08/2012 | 09/07/2012 | 06/14/2012
Cancelled options | 1,388,000 | 5,000 | 442,000 | 100,000

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5. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

At December 31, 2009

Name | Option Awards | Stock Awards
Number of securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (Cdn$) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Christopher E Herald, CEO | 37,500(1) | 112,500 | - | $1.55 | 5/19/14 | - | - | - | -
James R. Maronick, CFO | 20,500(1) | 61,500 | - | $1.55 | 5/19/14 | - | - | - | -
Walter H Hunt, COO | 21,500(1) | 64,500 | - | $1.55 | 5/19/14 | - | - | - | -

(1) Options were granted on 5/19/09 and vested 25% on date of grant and 25% on each anniversary date for the next three years.

6. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

On March 8, 2002, Crown filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United States Bankruptcy Court for the District of Colorado (the "Court"). As part of the Bankruptcy, Crown filed a Plan of Reorganization with the Court which was confirmed by the Court on May 30, 2002 and became effective June 11, 2002. Mr. Herald and Mr. Jones were officers and directors of Crown and Mr. Maronick and Mr. Hunt were officers of Crown prior to the filing of the Bankruptcy and since the filing of the Bankruptcy until August 31, 2006 when Crown was acquired by Kinross Gold Corporation.

7. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To our knowledge, as of April * [26], 2010, no person beneficially owns, directly or indirectly, or exercises control or direction over, more than five percent of our issued and outstanding common stock with the exception of Sprott Asset Management Inc. and Newmont Mining Corporation of Canada Limited ("Newmont"), which directly own 4,436,740 and 2,700,000 shares, respectively, representing 14.9 percent and 9.1 percent, respectively, of our issued and outstanding common stock.

The following table sets forth, as of April * [26], 2010, the beneficial ownership of our outstanding common stock by each of our shareholders owning more than five percent, our Directors, nominees for Director, each Named Executive Officer and all of our executive officers and Directors as a group. Unless otherwise indicated, the persons listed in the table below have sole voting and investment powers with respect to the shares indicated.

Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(7)
John Hainey, Director | 51,200(1) | *
Leonard Harris, Director | 65,000 | *
Christopher E. Herald, CEO and Director | 672,762(2) | 2.3%
Mark E. Jones, III, Director | 321,000(3) | 1.1%
Brian Labadie, Director | 46,310(4) | *
Walter H. Hunt, COO | 357,962(5) | 1.2%
James R. Maronick, CFO | 520,239(6) | 1.6%
All directors and executive officers as a group | 2,034,473 | 6.3%
Sprott Asset Management Inc Suite 3450 South Tower Royal Bank Plaza Toronto, ON M5J 2J2 | 4,436,740 | 14.9%
Newmont Mining Corporation of Canada 20 Eglinton Ave West, Suite 1900 Toronto, Ontario M4R 1K8 | 2,700,000 | 9.1%

* Indicates holdings of less than 1%.
(1) Includes 17,500 shares that he has the right to acquire within 60 days under options granted pursuant to the 2006 Plan.
(2) Includes 75,000 shares that he has the right to acquire within 60 days under options granted pursuant to the 2006 Plan.
(3) Includes 13,000 shares that he has the right to acquire within 60 days under options granted pursuant to the 2006 Plan.
(4) Includes 22,500 shares that he has the right to acquire within 60 days under options granted pursuant to the 2006 Plan.
(5) Includes 43,000 shares that he has the right to acquire within 60 days under options granted pursuant to the 2006 Plan.
(6) Includes 41,000 shares that he has the right to acquire within 60 days under options granted pursuant to the 2006 Plan.
(7) Percentage determined by the holder's shares plus the holder's options, if any, divided by the total outstanding shares plus the holder's options,
if any.

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8. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mark Jones Consulting Agreement

On September 1, 2006, we entered into a consulting agreement with Mark E. Jones, III, a director and vice-chairman of our Board of Directors. The consulting agreement had a two-year term and terminated on August 31, 2008. Under the agreement, Mr. Jones advised the Company on matters of strategic direction, planning, and identification of corporate opportunities, when and as requested by the Solitario. In consideration for the services to be performed, Mr. Jones was paid a one time lump sum payment of $160,000, plus he was entitled to receive pre-approved, documented expenses incurred in performance of the consulting services. We recognized $53,000, and $80,000, respectively, for consulting expense related to the agreement, included in general and administrative expense, for the years ended December 31, 2008 and 2007.

TNR Gold Corp.

As of December 31, 2009, we owned 1,000,000 shares of TNR that are classified as marketable equity securities held for sale and are recorded at their fair market value of $33,000. Christopher E. Herald, our CEO, was a member of the Board of Directors of TNR until June of 2009.

Policy Regarding Related Party Transactions

The Board of Directors has adopted a written Related Party Transaction Policy. Pursuant to that policy, Solitario may enter into transactions with certain "related persons." Related persons include the Company's executive officers, directors, 5% or more beneficial owners of the Company's common stock, immediate family members of these persons and entities in which one of these persons has a direct or indirect material interest. These transactions are referred to as "related party transactions." All of the above related party transactions were approved according to the following related party transaction policy requirements:

the transaction is approved by disinterested members of the Board;
the Audit Committee shall have approved or ratified such transaction and the terms of the transaction are
comparable to that which could be attained in an arm's-length dealing with unrelated third parties; or
the transaction involves compensation approved by the Compensation Committee.

9. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The following table summarizes the aggregate fees billed to Solitario by Ehrhardt Keefe Steiner & Hottman PC for the fiscal years ended December 31, 2009 and 2008.

| 2009 | 2008
Audit Fees (1) | $60,000 | $65,000
Audit related fees (2) | 27,000 | 24,000
Tax fees (3) | 25,000 | 27,000
All other fees (4) | 57,000 | 59,000
Total | $169,000 | $175,000

1. (1) Fees billed for audit services in 2009 and 2008 consisted of:
   Audit of our annual financial statements for 2009and 2008, respectively.
   Consent and other services related to SEC filings.
   (2) Represents fees billed related to reviews of our quarterly reports for 2009 and 2008, respectively.
   (3) Represents fees billed in connection with the preparation and filing of our United States federal and Colorado
   state income tax returns.
   (4) All other fees in 2009 includes fees billed related to the attempted acquisition of Metallic Ventures and
   the restatement of our 2008 and 2007 financial statements during the preparation of our 2009 Annual Report
   on Form 10-K. . All other fees in 2008 includes fees billed related to the restatement of our 2006 and 2007
   financial statements during the preparation of our 2008 Annual Report on Form 10-K.

Pre-approval of Audit Fees

On an annual basis the Audit Committee approves the proposed audit services and the fees related thereto by our independent auditors in advance of the year of service in accordance with the pre-approval policy adopted by the Audit Committee. The Audit Committee pre-approval policy requires that the Audit Committee determine that proposed services and related fees are required and reasonable under the circumstances. All of the fees billed to Solitario by Ehrhardt Keefe Steiner & Hottman PC during 2009 and 2008 were pre-approved by the audit committee pursuant to the Audit Committee pre-approval policy. The Audit Committee considered whether the provision of non-audit services is compatible with maintaining the principal accountant's independence and has determined that the provision is compatible.

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11. INCREASE IN AUTHORIZED SHARES

Proposed increase in Authorized Shares

The Board of Directors has approved, subject to stockholder approval and any required approvals from TSX and or NYSE-Amex, an amendment to our Articles of Incorporation to increase our authorized shares of Common Stock to 100,000,000 (100 million) shares from the current 50,000,000 (50 million) shares (the "Amendment"). The Board of Directors believes the increase in the number of authorized shares of Common Stock will provide Solitario with additional flexibility to offer our Common Stock in the event of a future merger, acquisition or financing. The approval of this increase in the number of authorized shares of Common Stock is not being taken in connection with any existing or planed merger, acquisition or financing.

The Amendment does not change the terms or rights of holders of our Common Stock or any existing corporate governance portions of our Articles of Incorporation. If the Amendment is approved by the shareholders at the annual meeting, Solitario will promptly file such Amendment with the Secretary of State of Colorado to increase our authorized shares of Common Stock. We do not anticipate that current shareholders will be required to turn in their old certificates, or take any other action to allow for the trading of their current shares upon the approval of the Amendment. If the Amendment is not approved, no action will be taken and the number of authorized shares will remain unchanged.

Reasons for increase in Authorized Shares

The Board of Directors is requesting this increase in the authorized common shares because we currently have * [29,750,242] shares of Common Stock outstanding and our current 50,000,000 authorized shares of Common Stock limits the number of these shares we could offer in a future merger, acquisition or financing. This became an issue in our recent attempt during 2009 to acquire Metallic Ventures, when we were limited in our ability to offer additional shares of our Common Stock to Metallic Ventures. Our Board of Directors believes our current 50,000,000 authorized shares of Common Stock limits our competitive position with regards to future potential mergers and acquisitions.

Recommendation of the Board of Directors

The Board has determined the Amendment to be appropriate and in the best interests of Solitario. The Amendment requires the approval of at least 66.7% (two-thirds) of our outstanding common shares at the Meeting, in person or by proxy, in order to be adopted. Abstentions and broker non-votes will not be counted in determining the approval of the Amendment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION RESOLUTION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 100,000,000 SHARES FROM THE CURRENT 50,000,000 SHARES.

In the absence of instructions to the contrary, the Common Stock represented by a properly executed form of proxy in favor of the persons designated by management of the Corporation will be voted FOR the Resolution for the Amendment of the Articles of Incorporation, as it may be amended or varied at the Meeting.

10. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our shareholders are asked to ratify the selection of Ehrhardt Keefe Steiner & Hottman PC as our independent registered public accounting firm and to continue as such for fiscal year 2010. Representatives of Ehrhardt Keefe Steiner & Hottman PC are expected to be present at the Annual Meeting of Shareholders, to make a statement and to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF EHRHARDT KEEFE STEINER & HOTTMAN PC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

11. INCORPORATION BY REFERENCE

The reports of the Compensation Committee, Audit Committee and Nominating Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act of 1934 (the "Exchange Act"), except to the extent we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

Directors, Executive Officers and Corporate Governance

The information with respect to Item 10, "Directors, Executive Officers and Corporate Governance" in the Solitario Exploration & Royalty Corp. 2009 Annual Report on Form 10-K filed on February 16, 2010 (the "2009 10-K") can be found under the following Section of this 2010 Proxy Statement:

1. "Election of Directors"
2. "Executive and Director Compensation"

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Executive Compensation

The information with respect to Item 11, "Executive Compensation" in the 2009 10-K can be found under the following Sections of this 2010 Proxy Statement:

1. "Election of Directors"
2. "Compensation Plans"
3. "Executive and Director Compensation"
4. "Summary Compensation Table"
5. "Outstanding Equity Awards at Fiscal Year End"

Security Ownership of Certain Beneficial Owners and Management

The information with respect to Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" in the 2009 10-K can be found under the following Section of this 2010 Proxy Statement:

2. "Compensation Plans"
7. "Security Ownership of Certain Beneficial Owners and Management"

Certain Relationships and Related Transactions, and Director Independence

The information with respect to Item 13, "Certain Relationships and Related Transactions, and Director Independence" in the 2009 10-K can be found under the following Section of this 2010 Proxy Statement:

1. "Election of Directors"
8. "Certain Relationships and Related Transactions"

Principal Accounting Fees and Services

The information with respect to Item 14, "Principal Accounting Fees and Services" in the 2009 10-K can be found under the following Section of this 2010 Proxy Statement:

9. "Principal Accounting Fees and Services"

12. PROPOSALS OF SHAREHOLDERS

Shareholder proposals intended to be included in Solitario's Proxy Statement for the 2011 Annual Meeting of Shareholders must be received by Solitario prior to January 5, 2011 in order for the proposal to be considered for inclusion in the proxy statement and form of proxy relating to the 2011 annual meeting. If the date of next year's annual meeting is changed by more than 30 days from June 15, 2011, the deadline will be a reasonable time before we print and mail our proxy materials. However, we are not required to include in our proxy statement and form of proxy for the 2011 annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time the proposal is received. Under Solitario's Bylaws, in order for any stockholder proposal that is not included in such proxy statement and form of proxy to be brought before the 2011 annual meeting, such proposal must be received by the Secretary of Solitario at our principal executive offices at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033 not less than 60 days nor more than 90 days before the annual meeting; however, if less than 70 days' notice or public disclosure of the date of the 2011 meeting is given, the written notice must be delivered to the Corporate Secretary no later than the close of business on the 10th day after notice of the meeting was mailed or notice was publicly disclosed, whichever is earlier. The notice must contain certain information as to the proposal and the shareholder, including the share ownership of the shareholder and any financial interest in the proposal. If a timely proposal is received, the Board may exercise any discretionary authority granted by the proxies to be solicited on behalf of the Board in connection with such proposal at the 2011 annual meeting.

No shareholder proposals for the 2010 Annual Meeting had been received by Solitario prior to the date of this Proxy Statement.

13. OTHER BUSINESS

Solitario knows of no other business to be presented at the meeting. If any other business properly comes before the meeting, it is intended that the shares represented by proxies will be voted with respect thereto in accordance with the best judgment of the person named in the accompanying form of proxy.

By Order of the Board of Directors

/s/James R. Maronick
Secretary

April xx, 2010
Wheat Ridge, Colorado

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