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Shareholders' Equity
 9 Months Ended
Sep. 30, 2025
Shareholders' Equity  
Shareholders' Equity

11. Shareholders’ Equity

 

Shareholders’ Equity for the three and nine months ended September 30, 2025:

 

(in thousands, except

 

 

 

 

 

 

 

 

 

 

Share amounts)

 

Common

 

 

Common

 

 

Additional

 

 

 

 

Total

 

 

 

Stock

 

 

Stock

 

 

Paid-in

 

 

Accumulated

 

 

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2024

 

 

81,638,418

 

 

$816

 

 

$84,714

 

 

$(63,010)

 

$22,520

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

126

 

 

 

-

 

 

 

126

 

Issuance of shares- option exercises

 

 

778,500

 

 

 

8

 

 

 

148

 

 

 

-

 

 

 

156

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(511)

 

 

(511)

Balance at March 31, 2025

 

 

82,416,918

 

 

$824

 

 

$84,988

 

 

$(63,521)

 

$22,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

125

 

 

 

-

 

 

 

125

 

Issuance of shares- option exercises

 

 

250,000

 

 

 

3

 

 

 

47

 

 

 

-

 

 

 

50

 

Issuance of shares – ATM

 

 

147,067

 

 

 

1

 

 

 

93

 

 

 

-

 

 

 

94

 

Issuance of shares – Private Placements

 

 

7,142,855

 

 

 

72

 

 

 

4,339

 

 

 

-

 

 

 

4,411

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(943)

 

 

(943)

Balance at June 30, 2025

 

 

89,956,840

 

 

$900

 

 

$89,592

 

 

$(64,464)

 

$26,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

113

 

 

 

-

 

 

 

113

 

Issuance of shares – ATM

 

 

572,013

 

 

 

5

 

 

 

413

 

 

 

-

 

 

 

418

 

Issuance of shares – Private Placements

 

 

84,128

 

 

 

1

 

 

 

52

 

 

 

-

 

 

 

53

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,870)

 

 

(1,870)

Balance at September 30, 2025

 

 

90,612,981

 

 

$906

 

 

$90,170

 

 

$(66,334)

 

$24,742

 

 

Shareholders’ Equity for the three and nine months ended September 30, 2024:

 

(in thousands, except

 

 

 

 

 

 

 

 

 

 

Share amounts)

 

Common

 

 

Common

 

 

Additional

 

 

 

 

Total

 

 

 

Stock

 

 

Stock

 

 

Paid-in

 

 

Accumulated

 

 

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2023

 

 

79,586,358

 

 

$796

 

 

$82,796

 

 

$(57,642)

 

$25,950

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

59

 

 

 

-

 

 

 

59

 

Issuance of shares- option exercises

 

 

50,000

 

 

 

-

 

 

 

14

 

 

 

-

 

 

 

14

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(730)

 

 

(730)

Balance at March 31, 2024

 

 

79,636,358

 

 

$796

 

 

$82,869

 

 

$(58,372)

 

$25,293

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

356

 

 

 

-

 

 

 

356

 

Issuance of shares for cash - ATM

 

 

1,802,060

 

 

 

18

 

 

 

1,200

 

 

 

-

 

 

 

1,218

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(762)

 

 

(762)

Balance at June 30, 2024

 

 

81,438,418

 

 

$814

 

 

$84,425

 

 

$(59,134)

 

$26,105

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

125

 

 

 

-

 

 

 

125

 

Issuance of shares- option exercises

 

 

200,000

 

 

 

2

 

 

 

38

 

 

 

-

 

 

 

40

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,276)

 

 

(2,276)

Balance at September 30, 2024

 

 

81,638,418

 

 

$816

 

 

$84,588

 

 

$(61,410)

 

$23,994

 

Private Placements

 

On August 14, 2025, Solitario issued 84,128 shares in a private placement to certain leaseholders at our Golden Crest Project in South Dakota in satisfaction of a portion of the required 2025 annual lease payments with a value of $53,000. The remaining portion of the lease payments due to the leaseholders were made in cash during the nine months ended September 30, 2025.

 

On June 18, 2025, Solitario closed on a private placement of 1,587,300 shares of Solitario common stock (the “Newmont Shares”), pursuant to a Stock Purchase Agreement (the “SPA”) with Newmont Overseas Exploration Ltd. (“Newmont”), for a price of $0.63 per share for net proceeds of $980,000 after certain legal and regulatory offering costs of $20,000. In connection with the sale of the Newmont Shares, Solitario and Newmont amended and restated the Investor Rights Agreement between the parties that was entered into in 2023, to reflect Newmont’s purchase of these additional Solitario shares. The amended and restated Investor Rights Agreement served to amend certain terms of the Investor Rights Agreement, including to provide Newmont with a right of first refusal with respect to certain transactions, such as a sale or joint venture, involving the Golden Crest Properties (whereas the agreement previously granted Newmont a right of first offer with respect to those prospective transactions).

 

On June 18, 2025, Solitario closed on a private placement of 5,555,555 shares of its common stock (the “Shares”) at a price of $0.63 per share for net proceeds of $3,431,000 after certain legal and regulatory offering costs of $69,000. The sale of the Shares was made through a subscription agreement between Solitario and a single third-party investor. No officers, directors or other affiliates of Solitario participated in the private placement. The investor in the private placement was provided certain registration rights with respect to the Shares they purchased. Solitario did not engage an underwriter or placement agent for the private placement, and therefore there were no underwriter discounts or commissions or placement agent fees.

 

At the Market Offering Agreement

 

On December 19, 2023, Solitario entered into an amendment to its at-the-market offering agreement that was originally entered into in 2021 (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which Solitario may, from time to time, issue and sell shares of Solitario’s common stock through Wainwright as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $10 million (the “ATM Program”). The common stock is distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under the ATM Program may vary between purchasers and during the period of distribution. The ATM Agreement provides that Wainwright is entitled to compensation for its services at a commission rate of 3.0% of the gross sales price per share of common stock sold.

 

During the three and nine months ended September 30, 2025, Solitario sold an aggregate of 572,013 shares and 719,080 shares, respectively, of common stock under the ATM Agreement at an average price of $0.76 per share and $0.75 per share, respectively, for net proceeds of $418,000 and $512,000, respectively, after commissions and sale expenses. During the nine months ended September 30, 2024, Solitario sold an aggregate of 1,802,060 shares of common stock under the ATM Agreement at an average price of $0.70 per share for net proceeds of $1,218,000, after commissions and sale expenses. During the three months ended September 30, 2024, Solitario did not sell any shares under the ATM Program.