UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended      March 31,June 30, 2013      

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the transition period from               to              

Commission File Number.   001-39278

SOLITARIO EXPLORATION & ROYALTY CORP.

(Exact name of registrant as specified in its charter)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 There were 34,647,45837,134,350 shares of $0.01 par value common stock outstanding as of May 7,August 6, 2013.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

SOLITARIO EXPLORATION & ROYALTY CORP.

CONSOLIDATED BALANCE SHEETS

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO EXPLORATION & ROYALTY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO EXPLORATION & ROYALTY CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO EXPLORATION & ROYALTY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See Notes to Unaudited Condensed Consolidated Financial Statements

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.       Business and Significant Accounting Policies

Business

Solitario Exploration & Royalty Corp. (“Solitario”) is a development stage company (but not a company in the “Development Stage”) under Industry Guide 7, as issued by the United States Securities and Exchange Commission, with a focus on developing the Mt. Hamilton project located in Nevada. In addition to its Mt. Hamilton project, Solitario acquires and holds a portfolio of precious and base metal exploration properties for future sale, joint venture or to create a royalty prior to the establishment of proven and probable reserves. Although Solitario intends to develop the Mt. Hamilton project, Solitario has never developed a mineral property. At March 31,June 30, 2013, Solitario's mineral properties are located in the United States, Mexico, Brazil and Peru.

The accompanying interim condensed consolidated financial statements of Solitario for the three and six months ended March 31,June 30, 2013 and 2012 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual financial statements, but in the opinion of management, include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results, which may be achieved in the future or for the full year ending December 31, 2013.

These financial statements should be read in conjunction with the financial statements and notes thereto which are included in Solitario’s Annual Report on Form 10-K for the year ended December 31, 2012. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation.

Investment in Kinross

Solitario has a significant investment in Kinross Gold Corporation (“Kinross”) at MarchJune 30, 2013 and December 31, 2013,2102, which consists of 670,000 shares of Kinross common stock. Solitario did not sell any of its shares of Kinross during the three months ended March 31, 2013. following:

During the three and six months ended March 31,June 30, 2013 and 2012, Solitario sold 30,000the following shares of Kinross for net proceeds of $353,000 and recorded a gain on sale of $332,000. Kinross:

As of March 31,June 30, 2013 and December 31, 2012, Solitario has borrowed $1,118,000 and $1,500,000 in short-term margin loans against its holdings of Kinross shares. The short-term margin loans are discussed below under, “Short-term debt.” Subsequent to March 31,June 30, 2013 Solitario sold 10,000 shares of Kinross for proceeds of $54,000$45,000 and as of May 7,August 6, 2013 we own 660,000600,000 shares of Kinross common stock which have a value of approximately $3.48$2.98 million based upon the market

price of $5.28$4.96 per Kinross share. Solitario’s investment in Kinross common stock represents a significant concentration of assets, with the inherent risk that entails. Any significant fluctuationdecline in the market value of Kinross common shares could have a material impact on our liquidity and capital resources.

Equity method investments

Solitario accounts for its 49% investment in Pedra Branca do Mineracao, Ltd. (“PBM”) under the equity method as of July 21, 2010, when Anglo Platinum Limited (“Anglo”) earned a 51% interest in PBM. Solitario elected not to record its investment in PBM at fair value after July 21, 2010 and duringmethod. During the three and six months ended March 31,June 30, 2013 and 2012Solitario recorded a reduction of $313,000$425,000 and $109,000,$738,000, respectively, in its equity method investment for Solitario’s share of the loss of PBM. During the three and six months ended June 30, 2012 Solitario recorded a reduction of $137,000 and $246,000, respectively, in its equity method investment for Solitario’s share of the loss of PBM. . During the three and six months ended June 30, 2013 and 2012 PBM during 2012 and 2011.had no revenues.

Employee stock compensation plans

On June 18, 2013 Solitario’s outstandingshareholders approved the 2013 Solitario Exploration and Royalty Corp. Omnibus Stock and Incentive Plan (the “2013 Plan”). Under the terms of the 2013 Plan, the Board of Directors may grant awards for up to 1,750,000 shares to Directors, officers, employees and consultants. Such awards may take the form of stock options, stock appreciation rights, restricted stock, and restricted stock units. The terms and conditions of the awards are pursuant to the 2013 Plan and are granted by the Board of Directors or a committee appointed by the Board of Directors.

During the three and six months ended June 30, 2013, Solitario granted a stock option for 120,000 shares with an exercise price of $1.14, the closing price of a shares of Solitario common stock as quoted on the NYSE-MKT on the date of grant have athe grant. The option has term of five year term, and vestyears, vested 25% on the date of grant and 25% on each of the next threesubsequent anniversary dates. Solitario recognizes stock option compensation expense on the date, of grant for 25%

of the grant date fair value, and subsequently, based upon a straight line amortization of the unvested grant date fair value of each of its outstanding options. During the three months ended March 31, 2013 and 2012, Solitario recorded $125,000 and $174,000, respectively, of stock option expense for the amortization of grant date fair value$78,000, based upon a Black-Scholes model with a credit to additional paid-in-capital.68% expected volatility, an expected life of five years and a risk free interest rate of 1.24%.

On June 27, 2006 Solitario’s shareholders approved the 2006 Stock Option Incentive Plan (the “2006 Plan”). Under the terms of the 2006 Plan, the Board of Directors may grant up to 2,800,000 options to Directors, officers and employees with exercise prices equal to the market price of Solitario’s common stock at the date of grant.

There were no new options granted under the 2006 Plan during the three and six months ended June 30, 2013 and 2012. There were no options exercised during the three months ended March 31, 2013 and 2012.June 30, 2013. During the threesix months ended March 31,June 30, 2013 options for 112,500 shares were exercised at a price of Cdn$1.55 per share for proceeds of $176,000 and 5,000 options were exercised at a price of Cdn$1.49 per share for proceeds of $7,000. No options were exercised during the three and six months ended March 31,June 30, 2012.

Solitario’s outstanding options on the date of grant have a five year term, and vest 25% on date of grant and 25% on each of the next three anniversary dates. Solitario recognizes stock option compensation expense on the date of grant for 25% of the grant date fair value, and subsequently, based upon a straight line amortization of the unvested grant date fair value of each of its outstanding options. During the three and six months ended June 30, 2013, Solitario recorded $68,000 and $192,000, respectively, of stock option expense for the amortization of grant date fair value with a credit to additional paid-in-capital. During the three and six months ended June 30, 2012, Solitario recorded $174,000 and $348,000, respectively, of stock option expense for the amortization of grant date fair value with a credit to additional paid-in-capital.

Earnings per share

The calculation of basic and diluted earnings and loss per share is based on the weighted average number of common shares outstanding during the three and six months ended March 31,June 30, 2013 and 2012. During the three and six months ended March 31,June 30, 2013 and 2012, Solitario excluded 2,480,9002,600,900 and 2,433,400, respectively, potentially dilutive shares related to outstanding common stock options from the calculation because the effects were anti-dilutive. During the three and six months ended March 31,June 30, 2013, Solitario excluded an additional 1,624,748 shares related to warrants from the calculation because the effects were anti-dilutive.

Marketable equity securities

Solitario's investments in marketable equity securities are classified as available-for-sale and are carried at fair value, which is based upon quoted prices of the securities owned. The cost of marketable equity securities sold is determined by the specific identification method. Changes in marketfair value are recorded in accumulated other comprehensive income within shareholders' equity, unless a decline in marketfair value is considered other than temporary, in which case the decline is recognized as a loss in the consolidated statement of operations.

The following tables summarize Solitario’s marketable equity securities and accumulated other comprehensive income related to its marketable equity securities:

The following table represents changes in marketable equity securities.securities:

On April 22, 2013 Solitario entered into an agreement with Ely Gold & Minerals, Inc. (“Ely”), whereby Solitario paid Ely $500,000, and subscribed for 5,131,150 shares of Ely common stock. As part of the agreement, Ely agreed to reduce Solitario’s required subscription for Ely common stock, from $750,000 to $500,000, the proceeds of which Ely used along with $250,000 of Ely’s funds to satisfy Solitario’s $750,000 payment obligation to Augusta Resource Corporation (“Augusta”) on June 1, 2013. As a result of receiving both Ely common stock worth $500,000 and reducing the obligation to Augusta by $500,000, Solitario recorded additional paid-in capital of $500,000 during the three and six months ended June 30, 2013. Solitario also recorded a credit to noncontrolling interest for Ely’s $250,000 payment of the obligation under the Augusta note during the three and six months ended June 30, 2013. See also Note 5, “Long-term debt” and Note 9, “Shareholders’ equity and noncontrolling interest” below.

2.        Mineral Property

The following table details Solitario’s investment in Mineral Property:

Mt. Hamilton

On February 22, 2012, Solitario announced the completion of a feasibility study related to its Mt. Hamilton project (the “Feasibility Study”) prepared by SRK Consulting (US), Inc. of Lakewood, Colorado (“SRK”). As a result of the completion of the Feasibility Study, Solitario earned an 80% interest in MH-LLC, owner of the Mt. Hamilton project, and intends to develop the Mt. Hamilton project, subject to a number of factors including obtaining necessary permits and availability of required capital, none of which is currently in place.

Solitario began capitalizing its development costs incurred at its Mt. Hamilton project subsequent to the completion of the Feasibility Study.   

On May 23, 2013, Solitario entered into an agreement to modify two of its mineral leases on mining claims included in the Mt. Hamilton project covered by the Feasibility Study, whereby Solitario acquired an additional 32 mining claims under one of the leases and reduced its cash payments to maintain the leases from $160,000 per year to the following payments:

During the three and six months ended March 31, 2013, Solitario delivered 35,000 shares under the amended lease terms, with a

target value of $41,000 and paid $59,000 in cash. The total amount of the payments in cash and shares were capitalized a total of $515,000 of development costs related to our Mt. Hamilton project including $327,000 related to development expenditures, $8,000 of depreciationmineral property. See Note 9, “Shareholders’ equity, comprehensive loss and $180,000 ofnoncontrolling interest. During the three months ended March 31, 2012 Solitario capitalized $220,000 of development costs at the Mt. Hamilton project. ”

Exploration expense

All exploration costs on our other exploration properties, none of which have proven and probable reserves, including any additional costs incurred for subsequent lease payments or exploration activities related to our projects are expensed as incurred. The following items comprised exploration expense:

Discontinued projects

During the three and six months ended March 31,June 30, 2013, Solitario recorded $10,000$3,000 and $13,000, respectively of mineral property write-downs related to its Cerro Azul property in Peru, and its Atico and Jaripo projects in Mexico. Solitario did not record any mineral property write-downs during the three and six months ended March 31,June 30, 2012.

Exploration expense

          The following items comprised exploration expense:

3.        Other assets

The following items comprised other assets:

In connection with the RMB Loan, Solitario recorded deferred offering costs that are being amortized on a straight-line basis to interest cost over 36 months, the term of the Facility Agreement. See Note 5, “Long-term debt,” below.

4.       Short-term debt

Solitario maintains a secured credit line agreement with UBS Bank, USA (“UBS Bank”). At March 31,June 30, 2013, the credit line is secured by all of Solitario’s assets held in its UBS brokerage account, consisting primarily of 460,000 Kinross shares. The UBS Bank credit line carries an interest rate which floats, based upon a base rate of 2.25% plus the one-month London Interbank Offered Rate ("LIBOR"), which is 0.20%0.19% as of March 31,June 30, 2013. The average interest rate was approximately 2.45% and 2.48%, respectively, for the three and six months ended March 31, 2013 and 2012.June 30, 2013. See a discussion of Solitario’s UBS Bank may changeline of credit under “Short-term debt” in the base rate at any time. The UBS Bank credit line provides that Solitario may borrow upnotes to $2 million and that Solitario maintain a minimum equity value percentagethe financial statements in its UBS brokerage account above 40%, based uponSolitario’s Annual Report on Form 10-K for the value of its Kinross shares and any other assets held in Solitario's UBS brokerage account, less the value of its UBS Bank credit line and any other balances owed to UBS Bank. UBS Bank may modify the minimum equity value percentage of the loan at any time. In addition, if the equity value in Solitario's UBS brokerage account falls below the minimum equity value, UBS Bank may sell enough Kinross shares held in Solitario's UBS brokerage account or liquidate any other assets to restore the minimum equity value.year ended December 31, 2012. At March 31,June 30, 2013, the equity value in Solitario's UBS brokerage account was 59%52%. At May 7, 2013, theSolitario repaid its remaining balance outstanding inon its UBS Bank credit line on July 26, 2013 and at August 6, 2013, has no balance outstanding on the UBS Bank credit line, was $1,200,000, and the equity value in Solitario’s UBS brokerage account was 51%100%.

Solitario also maintains a short-term margin account with RBC Capital Markets, LLC ("RBC"). AtSee a discussion of Solitario’s RBC margin account under “Short-term debt” in the notes to the financial statements in Solitario’s Annual Report on Form 10-K for the year ended December 31, 2012, the credit line is secured by all of Solitario’s assets held in its RBC brokerage account, consisting primarily of 210,000 of Solitario’s Kinross shares. Solitario has utilized short-term margin loans from RBC, using Solitario's investment in Kinross held2012. There were no balances outstanding at RBC as collateral for the short-term margin loans. Solitario did not borrow against its short-term margin account during the three months ended MarchJune 30, 2013 or December 31, 2013. The margin account calls for interest at a margin loan rate of 4.25% per annum, which floats based upon the London Interbank Offered Rate. The margin loan rate can be modified by RBC at any time. The margin loans are callable by RBC at any time. Per the terms of the margin loans, Solitario is required to maintain a minimum equity value in the account of 35%, based upon the value of its Kinross shares and any other assets held at RBC, less any short-term margin loan balance and any other balances owed to RBC. The equity value percentage may be modified by RBC at any time. If the equity value in Solitario's account at RBC falls below the minimum, RBC may call the loan, or may sell enough Kinross shares held in Solitario's brokerage account or liquidate any other assets to restore the minimum

equity value. At March 31,2012, or during the six months ended June 30, 2013 Solitario had no outstanding borrowing on theSolitario’s RBC margin account and the equity balance in Solitario's account at RBC was 100%.

The following tables summarize Solitario’s short-term debt:

During the three and six months ended March 31, 2013,June 30, Solitario capitalized all of its interest to mineral property. See Note 2, “Mineral property,” above.

5.       Long-term debt

Augusta debt

The following is the schedule of debt payments due Augusta Resources Corporation ("Augusta") as of March 31,June 30, 2013 and December 31, 2012:

During the three months ended March 31, 2013 and 2012, Solitario recorded $42,000 and $53,000, respectively, of interest for accretion of the debt discount related to MH-LLC long-term debt due to Augusta. During the three months ended March 31,June 30, 2013, Solitario capitalized all of its interest to mineral property. See Note 2, “Mineral property,” above.

On April 22, 2013, Solitario entered into an agreement, (the “Letter Agreement”) between Solitario, Ely and DHI Minerals (US), Ltd. (“DHI”). The Letter Agreement modified certain terms and conditions of the letter of intent dated August 26, 2010 between Solitario, Ely Gold and Minerals, Inc. (“Ely”DHI, as amended, in the MH-LLC OA Side Agreement between Solitario Ely, DHI, RMBAH and RMBR dated August 21, 2012 (both agreements collectively the “LOI, as amended”) agreed. Under the Letter Agreement, Ely exercised its right to modifyreduce Solitario’s required subscription of $750,000 due on May 1, 2013 to $500,000, the termsproceeds of their agreement with regardwhich Ely used to pay a portion of the $750,000 payment due on June 1, 2013 due to Augusta. Ely paid the

remaining $250,000 of the payment due to Augusta onfrom their funds. Concurrent with the Letter Agreement, Solitario delivered a subscription agreement, (the “Subscription Agreement”) to Ely for the subscription of 5,131,150 shares of Ely common stock at a price of Cdn$0.10 as of April 22, 2013. Solitario paid Ely $500,000 in cash and received the 5,131,150 shares of Ely common stock after Ely’s acceptance of the Subscription Agreement. The delivery and acceptance of the Subscription Agreement, and payment of the subscription price of $500,000, satisfied Solitario’s obligations with respect to the June 1, 2013. See Note 11, “Subsequent events,” below.2013 payment due Augusta.

RMB Facility Agreement

           On August 10, 2012, Solitario entered into a Facility Agreement (the “Facility Agreement”) with RMB Australia Holdings Limited, an Australian corporation (“RMBAH”), and RMB Resources Inc., a Delaware corporation (“RMBR”) whereby Solitario may borrow up to $5,000,000 from RMBAH (with any amounts outstanding collectively being the “RMB Loan”) at any time during the 24 month period commencing on August 21, 2012, (the “Availability Period”), after which time any undrawn portion of the $5,000,000 commitment will be cancelled and will no longer be available for drawdown. In

connection with the Facility Agreement, Solitario recorded a warrant discount related to the RMB1,624,748 warrants issued to RMBAH at the time Solitario entered into the Facility Agreement.Agreement (the “RMB Warrants”). The warrant discount is being amortized on a straight-line basis to interest cost over 36 months, the term of the Facility Agreement. The RMB Loan amounts bear interest at the 90-day LIBOR rate plus 5%, payable in arrears on the last day of each quarterly interest period. The RMB Loan interest rate was 5.28% at March 31,June 30, 2013. The RMB Loan may be repaid at any time without penalty. Any amounts repaid may not be redrawn under the Facility Agreement. The RMB Loan is secured by a lien on Solitario’s 80% interest in MH-LLC as well as a general security interest in Solitario’s remaining assets.

The following table summarizes the RMB Loan:

Solitario recorded the following interest cost related to the RMB Loan:

During the three months ended March 31,June 30, 2013, Solitario capitalized all of its interest to mineral property. See Note 2, “Mineral property,” above.

6.        Derivative instruments

RMB Warrants

In August 2012, pursuant to the Facility Agreement, the Company issued 1,624,748 warrantsthe RMB Warrants to RMBAH as partial consideration for financing services provided in connection with the Facility Agreement. Each RMB Warrant entitles the holder to purchase one share of Solitario common stock pursuant to the terms and conditions of the RMB Warrants.Warrants (a “Warrant Share”). The RMB Warrants expire 36 months from their date of issuance and have an exercise price of $1.5387 per

Warrant Share, subject to customary anti-dilution adjustments. Solitario has recorded a liability as of March 31,June 30, 2013 and December 31, 2012 of $1,039,000$282,000 and $1,138,000, respectively, for the fair value of the RMB Warrants based upon a Black-Scholes model. Solitario adjusts the fair value of the warrants at each balance sheet date, with changes in value recorded in other income (loss) in the statement of operations. Solitario recorded a gain on the RMB Warrants of $99,000$758,000 and $857,000, respectively, during the three months and six months ended March 31,June 30, 2013 based upon a Black-Scholes model as of March 31,June 30, 2013 using a 2926 month-life, a volatility of 65%62% a stock price of $1.60$0.90 per share and a risk free interest rate of 0.29%0.36%.

Ely Warrants

In connection with the equity investment in Ely during 2010, Solitario acquired warrants to purchase 1,666,666 shares of Ely common stock at Cdn$0.25 per share for a period of two years. The warrants expired unexercised during 2012. Solitario recorded an unrealized gainloss on derivative instrument of $66,000 in the statement of operations for a net gain related to the Ely warrants$117,000 and $51,000, respectively for the three and six months ended March 31,June 30, 2012. Solitario also recorded a loss on International Lithium Corp. warrants of $3,000 during the three and six months ended June 30, 2012.

Covered Call Options

From time to time Solitario has sold covered call options against its holdings of Kinross. The business purpose of selling covered calls is to provide additional income on a limited portion of shares of Kinross that Solitario may sell in the near term, which is generally defined as less than one year. At December 31, 2012 Solitario had sold options covering 50,000 shares of Kinross, recorded as a $3,000 current liability, which expired unexercised in February 2013. Solitario recorded a gain of $3,000 on these covered call options during the threesix months ended March 31,June 30, 2013. As of March 31,June 30, 2013 Solitario has no outstanding covered call options. Solitario has not designated its covered calls as hedging instruments as described in ASC 815, “Derivatives and Hedging,” and any changes in the fair value of its covered calls are recognized in the statement of operations in the period of the change.

7.        Fair value

For certain of Solitario’s financial instruments, including cash and cash equivalents, payables and short-term debt, the carrying amounts approximate fair value due to their short term maturities. Solitario’s marketable equity securities are carried at their estimated fair value primarily based on quoted market prices. The long-term debt associated with MH-LLC is carried at its estimated fair value based upon the discounted present value of the payments using an estimated discount rate and the RMB warrantsWarrants are carried at their estimated fair value based on a Black-Scholes option pricing model.

Solitario accounts for its financial instruments under ASC 820, "Fair Value Measurements." ASC 820 establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. During the threesix months ended March 31,June 30, 2013 and 2012 there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.

The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of March 31,June 30, 2013:

The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of December 31, 2012:

8.        Income Taxes

Solitario accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes.” Under ASC 740, income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A valuation allowance is provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Primarily as a result of the built-in-gain in the value of Solitario's holdings of Kinross common stock recognized as other comprehensive income, Solitario estimated that its deferred tax liabilities exceeded its realizable deferred tax assets by $256,000 and $963,000 at March 31, 2013 and December 31, 2012. As of June 30, 2013, Solitario’s deferred tax assets exceed its built in gain associated with its investment in marketable equity securities and Solitario has provided a valuation allowance of $341,000, which has been recorded in other comprehensive income. Accordingly, Solitario has recorded no deferred tax liabilities as of June 30, 2013.

          DuringThe following table summarizes the first quarter ofchanges in income taxes during the three and six months ended June 30, 2013 Solitario recorded a $169,000 deferred tax benefit in the statement of operations and recorded a deferred tax benefit of $526,000 to other comprehensive income related to net unrealized losses of $1,410,000 on marketable equity securities. During the first quarter of 2012, Solitario recorded a $109,000 deferred tax benefit in the statement of operations and recorded a deferred tax benefit of $529,000 to other comprehensive income related to net unrealized losses of $1,418,000 on marketable equity securities.2012:

9.        Shareholders’ Equity, comprehensive loss and noncontrolling interest

During the threesix months ended March 31,June 30, 2013, Solitario paid DHI Minerals (US), Ltd. (“DHI”) $250,000 in cash and delivered 50,000 shares of Solitario common stock to DHI, in accordance with the terms of the letter of intent between Solitario, DHI and Ely Gold and Minerals Inc.Ely. See Note 10, “Ely Gold investment and the Mt. Hamilton joint venture” to the consolidated financial statements included in Solitario’s Annual Report on Form 10-K for the year ended December 31, 2012. During the three and six months ended June 30, 2013 MH-LLC made a $250,000 distribution to its members and Solitario received $200,000 and DHI received $50,000.

10.       Segment Reporting

Solitario operates in two segments, (i) mineral exploration and (ii) mining development and operations. Solitario is capitalizing Mt. Hamilton development and operations costs subsequent to February 22, 2012, as detailed above in Note 2, “Mineral properties.” The following summarizes Solitario segment activity for the three and six months ended March 31,June 30, 2013 and 2012:

11.        Subsequent events

          On April 22,July 26, 2013, Solitario entered into an agreement, (the “Letter Agreement”) between Solitario, Ely and DHI. The Letter Agreement modified certain terms and conditionsclosed a private placement of the letter of intent dated August 26, 2010 between Solitario, Ely and DHI, as amended, in the MH-LLC OA Side Agreement between Solitario Ely, DHI, RMBAH and RMBR dated August 21, 2012 (both agreements collectively the “LOI, as amended”). Under the Letter Agreement, Ely exercised its right to reduce Solitario’s required subscription of $750,000 due on May 1, 2013 to $500,000, proceeds of which Ely is required to use to pay a portion of the $750,000 payment due on June 1, 2013 due to Augusta. See Note 5, “Long-term debt” above. Ely agreed to pay the remaining $250,000 of the payment due to Augusta from their funds. Concurrent with the Letter Agreement, Solitario delivered a subscription agreement, (the “Subscription Agreement”) to Ely for the subscription of 5,131,1502,451,892 shares of Elyits common stock at a price of Cdn$0.10$0.84 per share for total proceeds of $2,059,589 (the “Offering”). The Offering was unanimously approved by Solitario’s Board of Directors and, as part of April 22, 2013. Solitario paid Ely $500,000the Offering, insiders subscribed for 606,665 shares (the “Insider Shares”) for a total purchase of $509,999. The offer and sale of the Insider Shares was unanimously approved by Solitario’s Audit Committee of the Board of Directors. All shares in cashthe Offering were offered and receivedsold on the 5,131,150same terms and conditions.

The Offering was made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder. The shares are subject to a four-month holding period in Canada. The Offering was priced at $0.84 per share which represents the closing sale price of ElySolitario’s common stock after Ely’s acceptanceon the NYSE MKT on July 15, 2013, the date of the Subscription Agreement.subscriptions for the Insider Shares. The deliveryOffering was not underwritten by a broker and acceptance of the Subscription Agreement, and payment of the subscription price of $500,000, satisfied Solitario’s obligations with respect to the June 1, 2013 payment due Augusta.there were no underwriter discounts or commissions.

          On April 24,Solitario repaid its outstanding margin loan with UBS on July 26, 2013 Solitario borrowed an additional $1,000,000 on the RMB Loan and as of May xx,August 6, 2013 owes $3,500,000has no balance outstanding on the RMB Loan.its short-term debt.

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the information contained in the consolidated financial statements of Solitario for the years ended December 31, 2012 and 2011, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Solitario’s Annual Report on Form 10-K for the year ended December 31, 2012. Solitario's financial condition and results of operations are not necessarily indicative of what may be expected in future periods. Unless otherwise indicated, all references to dollars are to U.S. dollars.

(a) Business Overview and Summary

We are a development stage company (prior to the completion of the Feasibility Study on February 22, 2012 we were an exploration stage company) with a focus on the acquisition of precious and base metal properties with exploration potential and the development or purchase of royalty interests. We have an 80% interest in the Mt. Hamilton project and intend to develop the Mt. Hamilton project, subject to a number of factors including obtaining necessary permits and availability of required capital, none of which is currently in place. The Mt. Hamilton project is discussed below under “Ely Gold Investment and the Mt. Hamilton Joint Venture.” In addition, we acquire and hold a portfolio of exploration properties for future sale, joint venture or to create a royalty prior to the establishment of proven and probable reserves. Although our mineral properties may be developed in the future by us or through a joint venture, and we currently intend to develop the Mt. Hamilton project, we have never developed a mineral property. We may also evaluate mineral properties to potentially buy a royalty.

(b) Recent Developments

RMB Loan and KinrossEquity offering

          On July 26, 2013, we closed a private placement of 2,451,892 shares of our common stock at a price of $0.84 per share for total proceeds of $2,059,589 (the “Offering”). The Offering was unanimously approved by our Board of Directors and, as part of the Offering, insiders subscribed for and acquired 606,665 shares (the “Insider Shares”) for a total purchase of $509,999. The offer and sale of the Insider Shares was unanimously approved by our Audit Committee of the Board of Directors. All shares in the Offering were offered and sold on the same terms and conditions.

The Offering was made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder. The shares are subject to a four-month holding period in Canada, The Offering was priced at $0.84 per share which represents the closing sale price of Solitario’s common stock on the NYSE MKT on July 15, 2013, the date of the subscriptions for the Insider Shares. The Offering was not underwritten by a broker and there were no underwriter discounts or commissions.

Payment of Augusta Loan, acquisition of additional shares of Ely

 During the three months ended March 31,On April 22, 2013, we borrowedentered into an additional $1,000,000 on our RMB Loanagreement, (the “Letter Agreement”) between ourselves, Ely and owe $2,500,000 as of March 31, 2013. See Note 5, “Long-term debt” for additional discussionDHI Minerals (US), Ltd. (“DHI”). The Letter Agreement modified certain terms and conditions of the letter of intent dated August 26, 2010 between Solitario, Ely and DHI, as amended, in the MH-LLC OA Side Agreement between Solitario Ely, DHI, RMB Loan. In addition,Australia Ltd (“RMBAH) and RMB Resources, Ltd. (RMBR”) dated August 21, 2012 (both agreements collectively the “LOI, as of May 7, 2013,amended”). Under the price of Kinross common stock has fallen to $5.28, which is below our assumed price for 2013 for budgeting purposes of $10 per share. As a result of the reduction of the price of a share of Kinross common stock we have taken steps to significantly reduce our exploration expenditures in Mexico and Peru and to reduce certain administrative expenditures. We have adequate working capital and cash to meet our planned 2013 expenditures and have no planLetter Agreement, Ely exercised its right to reduce our plannedrequired subscription of $750,000 due on May 1, 2013 permittingto $500,000, the proceeds of which Ely used to pay a portion of the $750,000 payment due on June 1, 2013 due to Augusta. Ely paid the remaining $250,000 of the payment due to Augusta from their funds. Concurrent with the Letter Agreement, we delivered a subscription agreement, (the “Subscription Agreement”) to Ely for the subscription of 5,131,150 shares of Ely common stock at a price of Cdn$0.10 as of April 22, 2013. We paid Ely $500,000 in cash and development expenditures atreceived the 5,131,150 shares of Ely common stock after Ely’s acceptance of the Subscription Agreement. The delivery and acceptance of the Subscription Agreement, and payment of the subscription price of $500,000, satisfied our Mt. Hamilton project. See “Liquidity and Capital Resources,” below for an additional discussion of our capital resources.obligations with respect to the June 1, 2013 payment due Augusta.

(c) Results of Operations

Comparison of the quarter ended March 31,June 30, 2013 to the quarter ended March 31,June 30, 2012

We had a net loss attributable to Solitario shareholders of $991,000,$438,000, or $0.03$0.01 per basic and diluted share for the three months ended March 31,June 30, 2013 compared to a net loss attributable to Solitario shareholders of $670,000$385,000 or $0.02$0.01 per basic and diluted share for the three months ended March 31,June 30, 2012. As explained in more detail below, the primary reason for the increase in the loss in the first three months ofended June 30, 2013 compared to the loss in the first three monthssame period of 2012 was (i) a reduction in the gain on sale on marketable equity securities from $332,000$1,132,000 during the three months ended March 31,June 30, 2012 to no gain$270,000 during the three months ended June 30, 2013 as we did not sell anysold fewer shares of our Kinross stock at a lower price in the three months ended March 31, 2013; (ii) an increase in the net loss of equity method investment of $313,000from $137,000 during the three months ended March 31, 2013 compared a net loss of equity method investment of $109,000June 30, 2012 to $425,000 during the same period in 2012three months ended June 30, 2013; and (iii) a reduction in the net loss attributable to noncontrolling interest to $3,000from $75,000 during the three months ended March 31, 2013 from $192,000 inJune 30, 2012 to $4,000 during the same period of 2012.three months ended June 30, 2013. These were partially offset by (i) a reduction in exploration expense to $362,000$336,000 during the three months ended March 31,June 30, 2013 compared to exploration expense of $524,000$554,000 during the same period of 20122012; (ii) a reduction in general and administrative costs to $517,000 compared to $621,000 in the same period of 2012; and the gain on warrant liability recognized during the three months ended March 31,June 30, 2013 of $758,000 when there was no similar item during the three months ended March 31,same period of 2012. Each of these items is discussed in more detail below.

Our net exploration expense decreased to $362,000$336,000 during the first quarter ofthree months ended June 30, 2013 compared to exploration expense of $524,000$554,000 during the same period of 2012. We began capitalizing development costs at Mt. Hamilton in the first quarter of 2012. During the three months ended March 31, 2013 we capitalized $327,000 of development costs at our Mt. Hamilton project, which significantly reduced costs charged to exploration expense. In addition we capitalized $8,000 of depreciation to Mt. Hamilton during the three months ended March 31, 2013. During the first three months of 2012 we incurred $389,000 for exploration and development at our Mt. Hamilton project, of which we capitalized $220,000 of these costs. We anticipate continuing to capitalize development costs at our Mt. Hamilton project including permitting-related costs. The remaining spending at our Brazil, Peru and Mexican exploration projects were comparable as we recorded exploration expense of $362,000 for these costshave been significantly reduced during the three months ended March 31,second quarter of 2013, compared to $355,000 during the first three monthsallow us to focus our exploration and development activities at Mt. Hamilton. We have reduced personnel to one manager in each of 2012.Mexico and Peru and no full-time employees in Brazil. We now use contract geologists as needed in Brazil, Peru and Mexico. Our non-Mt. Hamilton activities were primarily related to reconnaissance exploration during the first three months of bothended June 30, 2013 and 2012. We anticipate our future exploration activities will be reduced during the remainder of 2013 compared to 2012 as a result of reduced activity in both Mexico and Peru. However, we anticipate continuing to acquire mineral properties, on a limited basis, either through staking, joint venture or lease, in Latin America during 2013. Our 2013 budget for the Mt. Hamilton project is approximately $2,043,000 in expenditures, all of which we anticipate we will capitalize. We also have budgeted approximately $1,675,000 for leasehold acquisition and earn-in payments for Mt. Hamilton during 2013, which will also be capitalized.

Exploration expense (in thousands) by project for the three and six months ended March 31,June 30, 2013 and 2012 consisted of the following:

As a result of controlling MH-LLC, we consolidate MH-LLC in our financial statements, however because DHI currently owns a 20% interest in MH-LLC we recorded a noncontrolling interest credit of $3,000$4,000 and $7,000, respectively, for

DHI’s share of the losses at MH-LLC during the three and six months ended March 31,June 30, 2013. During the three and six months ended March 31,June 30, 2012, we recorded a noncontrolling interest credit of $192,000$75,000 and $267,000, respectively, for DHI’s share of the losses at MH-LLC during that period. However, because we capitalize our costs related to the Mt. Hamilton project, the losses at MH-LLC have been reduced to a minimal amount of certain administrative, non-development costs with a concurrent reduction in the noncontrolling interest credit. We do not anticipate recording any significant credits for losses attributable to noncontrolling interest for the remainder of 2013. Also see Note 9, “Shareholders’ Equity, comprehensive loss and noncontrolling interest” and Note 2, “Mineral Property,” to the unaudited condensed consolidated financial statements.

General and administrative costs, excluding stock option compensation costs discussed below, were $502,000$450,000 during the first three months ofended June 30, 2013 compared to $497,000$447,000 in the first three monthssame period of 2012. The major components of these costs were related to (i) salaries and benefit expense during the first three months ofending June 30, 2013 of $248,000$245,000 compared to salaries and benefit expense of $283,000$190,000 in the same period of 2012; (ii) legal and accounting expenditures of $65,000 in the three months ended June 30, 2013 compared to $68,000 in the firstsame period of 2012; (iii) other expenses of $38,000 in the three months ofended June 30, 2013 compared to $60,000$37,000 in the same period of 2012; and (iii)(iv) travel and shareholder relation costs of $143,000$102,000 during the first three months ofended June 30, 2013 compared to $117,000$152,000 in the same period of 2012, which increaseddecreased as a result of additional effortsreduced travel and trade shows during 2013 compared to inform the investment community of our recent accomplishments at the Mt. Hamilton project.2012. Solitario recorded stock option expense for the amortization of unvested grant date fair value with a credit to additional paid-in-capital of $125,000$67,000 during the three months ended March 31,June 30, 2013 compared to $174,000 for the same period of 2012, which decreased as a result of options previously granted becoming fully vested during the quarter ended March 31, 2013. We anticipate our full year general and administrative costs will be less during 2013 compared to 2012 primarily as a result of reductions in activities in our Latin American exploration and the capitalization of certain salary costs to Mt. Hamilton for the full year of 2013.

During the three months ended March 31,June 30, 2013 we did not sell any shares of Kinross. During the three months ended March 31, 2012 we sold 30,00060,000 shares of Kinross for net proceeds of $353,000$313,000 and a gain on sale of $270,000. During the three months ended June 30, 2012 we sold 150,000 shares of Kinross for net proceeds of $1,238,000 and recorded a gain on sale of $332,000.$1,132,000. We have estimated we will sell approximately 320,000 shares of Kinross over the next year, which are recorded as a current asset of $2,538,000$1,326,000 at March 31,June 30, 2013. See also "Liquidity and Capital Resources," below.

As a result of the classification of our RMB Warrants as a liability in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity,” we adjust the fair value of the warrants at each balance sheet date, with changes in value recorded in other income/expense in the statement of operations. Solitario recorded a gain on the RMB Warrants of $99,000$758,000 for the three months ended March 31,June 30, 2013, based upon a Black-Scholes model. The value of the RMB Warrants is influenced by fluctuations in the price of a share of our common stock, among other things that are beyond our control and may fluctuate significantly in the future. There was no similar item during the same period of 2012.

We regularly perform evaluations of our mineral property assets to assess the recoverability of our investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable utilizing guidelines based upon future net cash flows from the asset as well as our estimates of the geological potential of early stage mineral property and its related value for future sale, joint venture or development by us or others. During the three months ended March 31,June 30, 2013 we recorded $10,000$3,000 of mineral property write downs related to our Jaripo and Atico propertiesCerro Azul property in Mexico.Peru. During the three months ended March 31,June 30, 2012 we recorded no property impairments.

We recorded a deferred tax benefitexpense of $169,000$193,000 during the first three months ofended June 30, 2013 compared to a deferred tax benefitexpense of $109,000$113,000 during the first three monthssame period of 2012. The increased deferred tax benefitexpense is primarily related an increasethe gain on warrant liability recorded in taxable loss during2013, which was partially offset by a decrease in the three months ended March 31, 2013 because we did not sell any Kinross compared to the same period of 2012 when we recorded a gain on sale of Kinross of marketable equity securities of $332,000 from the sale of 30,000 shares of Kinross. In addition we had an increase in interest costs which are deductible for United States income tax purposes during the three months ended March 31,June 30, 2013 compared to the same period of 2012; and the decrease in general and administrative costs during 2013 compared to 2012. These reductions in taxable gain on sale and increases in deductible expenditures were partially offset by a reduction in deductible exploration and development costs related to Mt. Hamilton which decreased to $327,000 duringDuring the three months ended March 31,June 30, 2013, comparedour net operating loss carry forwards exceeded our built-in gains associated with our holdings of marketable equity securities, and as a result, as of June 30, 2013 we recorded a valuation allowance against those net operating loss carry forwards of $341,000 to costsour deferred tax asset in other comprehensive income in the equity section of $389,000our balance sheet. We will evaluate this deferred tax asset lodged in other comprehensive income during the three months ended March 31, 2012.remainder 2013, for potential change in circumstances, including: sales of Kinross or other marketable equity securities, changes in the value of our marketable equity securities and the amount and potential for

recognition of our net operating loss carry forwards. As a result of utilizing short-term debt financing and the ability to reduce taxable income from the proceeds of sales of Kinross common stock with a portion of development costs at Mt. Hamilton and United States general and administrative costs, we anticipate we will not have currently payable income taxes during 2013. We provide a valuation allowance for our foreign net operating losses, which are primarily related to our exploration activities in Peru, Mexico and Brazil. We anticipate we will continue to provide a valuation allowance for these net operating losses until we are in a net tax liability position with regards to those countries where we operate or until it is more likely than not that we will be able to realize those net operating losses in the future.

Comparison of the six months ended June 30, 2013 to the six months ended June 30, 2012

We had a net loss of $1,429,000 or $0.04 per basic and diluted share for the six months ended June 30, 2013 compared to $1,055,000 or $0.03 per basic and diluted share for the six months ended June 30, 2012. As explained in more detail below, we recorded a decrease in the gain on sale of marketable equity securities from $1,464,000 during the three months ended June 30, 2012 to $270,000 in the six months ended June 30, 2013 and we recorded a net loss of our equity method investment of $738,000 during the six months ended June 30, 2013, compared to a net loss of $246,000 in the same period of 2012. These caused of the increases in our net loss were partially offset by a decrease in exploration expense to $698,000 during the six months ended June 30 2013 compared to exploration expense of $1,078,000 during the six months ended June 30, 2012 as we now capitalize our development expenditures at Mt. Hamilton; a gain on warrant liability of $857,000 during the six months ended June 30, 2013 with no corresponding item during the same period of 2012, and a reduction in general and administration expense to $1,144,000 during the six months ended June 30, 2013 compared to $1,292,000 during the comparable period of 2012. Each of these items is discussed in more detail below.

Our net exploration expense decreased to $698,000 during the six months ended June 30, 2013 compared to $1,078,000 in the comparable period of 2012. During the six months ended June 30, 2013 we capitalized $768,000 of development costs at our Mt. Hamilton project. During the six months ended June 30, 2012, we incurred $1,083,000 for exploration and development at our Mt. Hamilton project and we capitalized $763,000 of these costs. We anticipate continuing to capitalize development costs at our Mt. Hamilton project including permitting related costs. The remaining spending at our Brazil, Peru and Mexican exploration projects was decreased to $698,000 during the six months ending June 30, 2013 compared to $764,000 in the six months ending June 30, 2012. Our other exploration activities were primarily related to reconnaissance exploration during the six months ended June 30, 2013 of $587,000 compared to $687,000 during the first six months of 2012.

As a result of controlling MH-LLC, we consolidate MH-LLC in our financial statements; however because DHI currently owns a 20% interest in MH-LLC as of the completion of the Feasibility Study, we recorded a noncontrolling interest credit of $7,000 for DHI’s share of the losses at MH-LLC during the six months ended June 30, 2013, compared to a noncontrolling interest credit of $267,000 during the same period of 2012. The reduction in the credit was a result of the capitalization of development costs.

General and administrative costs, excluding stock option compensation costs discussed below, were $952,000 during the six months ended June 30, 2013 compared to $944,000 in the same period of 2012. The major components of the costs were (i) salaries and benefit expense during the first six months of 2013 of $493,000 compared to salaries and benefit expense of $473,000 in the same period of 2012; (ii) legal and accounting expenditures of $133,000 in the first six months of 2013 compared to $127,000 in the same period of 2012; (iii) other costs of $87,000 during the six months ended June 30, 2013 compared to $80,000 in the same period of 2012; and (iv) travel and shareholder relation costs of $239,000 during the six months ended June 30, 2012 compared to $264,000 in the same period of 2012. During the six months ended June 30, 2013 and 2012, Solitario recorded $192,000 and $348,000, respectively, of stock option expense for the amortization of unvested grant date fair value with a credit to additional paid-in capital, which decreased in 2013 as a result of certain options becoming fully vested during the six months ended June 30, 2013.

During the six months ended June 30, 2013 we recorded $13,000 in property impairments on our Cerro Azul, Jaripo and Atico projects. During the six months ended June 30 2012, we recorded no property impairments.

We recorded deferred tax expense of $24,000 during the first six months of 2013 compared to a deferred tax expense of

$4,000 during the same period of 2012. The increased deferred tax expense primarily related to higher United States deferred taxes on the warrant liability gain of $738,000 during the six months ended June 30, 2013, which was partially offset by the reduction in the gain on sale of $270,000 from the sale of 60,000 shares of Kinross during the six months ended June 30, 2013 compared to the gain on sale of $1,464,000 from the sale of 180,000 shares of Kinross common stock during the six months ended June 30, 2012. Our United States taxable income from these sales is offset by our United States general and administrative expenses, discussed above, and by the portion of Mt. Hamilton exploration and development expenses, including those capitalized, incurred during the six months ended June 30, 2013 and 2012 that may be used to currently offset United States income.

(d) Liquidity and Capital Resources

Equity Offering

On July 26, 2013, we closed the Offering of 2,451,892 shares of our common stock at a price of $0.84 per share for total proceeds of $2,059,589. We repaid our UBS margin loan and will use the remaining proceeds from the Offering for working capital and general corporate purposes. See Note 11, “Subsequent event” to the unaudited consolidated financial statements above.

Short-term debt

See a summary of our short-term debt in Note 4, “Short-term debt” to the unaudited condensed consolidated financial statements.

We have used our short-term debt as an alternative source of capital to selling our Kinross stock. We anticipate we will borrow money using short-term margin loans as necessary, using our Kinross common stock as collateral to defer potential current United States income taxes if we were to sell our Kinross common stock in excess of our anticipated United States tax deductible expenses for the entire year of 2013. Our United States tax deductible expenses consist primarily of United States general and administrative costs and a portion of our costs to develop the Mt. Hamilton project in Nevada. As of March 31,June 30, 2013 we anticipate the taxable portion of gain from the sale of Kinross common stock sold during 2013 will not exceed our anticipated United States tax deductible expenses, and our available net operating loss carry forwards for 2013, and accordingly, we do not anticipate having any currently payable United States income taxes for 2013.

As of March 31,June 30, 2013, we have borrowed $1,500,000$1,118,000 from UBS Bank, USA ("UBS Bank") pursuant to a secured credit line agreement between us and UBS Bank. The UBS Bank credit line carries an interest rate which floats, based upon a base rate of 2.25% plus the one-month London Interbank Offered Rate ("LIBOR"), which is 0.20%0.19% as of March 31,June 30, 2013. At MarchDecember 31, 2012 we had borrowed $2,000,000$1,500,000 from UBS. We recorded $8,000$16,000 in capitalized interest cost related to the UBS credit line for the threesix months ended March 31,June 30, 2013 compared to $13,000$24,000 recorded as interest expense for the threesix months ended March 31,June 30, 2012. On July 26, 2013, we repaid our outstanding balance on our UBS credit line.

As of March 31,June 30, 2013, and during the threesix months ended March 31,June 30, 2013 we did not utilize our margin loan at RBC Capital Markets, LLC ("RBC"). At MarchDecember 31, 2012 we had $792,000did not have any balance in short-term margin loans at RBC, using Solitario'sRBC. Our investment in Kinross held at RBC is used as collateral for theany short-term margin loans. During the three months ended March 31,June 30, 2012, the loans carried interest at a margin loan rate of 4.25% per annum, which floats based upon the London Interbank Offered Rate. We recorded $4,000$15,000 of interest expense related to the short term-margin loans for the threesix months ended March 31,June 30, 2012.

Our use of short-term borrowing is not considered critical to our liquidity, capital resources or credit risk strategies. We consider the use of short-term borrowing as a component of our overall strategy to potentially maximize our after-tax returns on the sale of our investment in Kinross stock. As discussed above and under “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2012, any significant decline in the market value of Kinross common shares could have a material impact on our liquidity and capital resources. As of May 7, 2013, the price of Kinross common stock has fallen to $5.28. In response to this price decline, as of May 7,August 6, 2013 we reduced ourhave no outstanding short-term margin loan with UBS Bank to $1,200,000 andborrowing, however we will use such short term borrowing during the remainder of 2013 as of May 7, 2013 have an equity balance in our UBS Bank brokerage account of 51%. In addition, weneeded. We have taken steps to significantly reduce our exploration expenditures in Mexico and Peru and to reduce certain

administrative expenditures. IfWhen we utilize our short-term borrowing, utilizing our equity balance of Kinross as collateral, if the price of Kinross stock declines, further, we may be required to sell additional shares of Kinross, to further reduce our existing short-term margin borrowing, as well as to further reduce our planned expenditures and/or obtain additional debt financing or issue equity to fund our operations. See a discussion of our planned 2013 expenditures below under “Investment in Marketable Equity Securities.” Our maximum amount of short-term borrowing was $1,900,000,$2,000,000, including accrued interest, during the threesix months ended March 31,June 30, 2013. Our average short-term borrowing during the threesix months ended March 31,June 30, 2013 was $1,509,000.$1,375,000.

We anticipate our existing cash balance, any additional proceeds from short-term borrowing, proceeds from the sale of Kinross and any additional proceeds from the RMB Loan, discussed above,below, will provide adequate funds for our operations for the next year.

Long-term debt

See a summary of our long-term debt in Note 5 “Long-term debt” to the unaudited condensed consolidated financial statements.

Augusta debt

As of March 31,June 30, 2013, we are obligated to make the remaining payments to Augusta totaling $2,500,000,$1,750,000, including $750,000 during 2013,2014, which are to be in the form of private placement investments in Ely common stock. However on

On April 22, 2013 weSolitario entered into an amendment of our agreement (the “Amended LOI”) with Ely, whereby Solitario paid Ely exercised its right to reduce our subscription for their common stock to $500,000, and we acquiredsubscribed for 5,131,150 shares of Ely common stock. As part of the agreement, Ely agreed to reduce Solitario’s required subscription for Ely common stock, atfrom $750,000 to $500,000, the proceeds of which Ely used along with $250,000 of Ely’s funds to satisfy the $750,000 payment due Augusta. As a priceresult of Cdn$0.10 per share. This subscription met our requirementreceiving both Ely common stock worth $500,000 and reducing its obligation to payAugusta by $500,000, Solitario recorded additional paid-in capital of $500,000 during the 2013 $750,000three and six months ended June 30, 2013. Solitario also recorded a credit to noncontrolling interest for Ely’s $250,000 payment of the obligation under the Augusta payment.note during the three and six months ended June 30, 2013. See also Note 11, “Subsequent events”5, “Long-term debt” and Note 9, “Shareholders’ equity and noncontrolling interest” to the unaudited condensed consolidated financial statements. During the three months ended March 31, 2013 and 2012 we accrued $42,000 and $53,000 of interest cost related to the Augusta debt. statements above.

As of May 7,August 6, 2013, we have a commitment to pay the remaining $1,750,000 Augusta debt in the form of private placements in Ely common stock, , with $750,000 to be subscribed on or before May 1, 2014 and $1,000,000 required to be subscribed on or before May 1, 2015. However, Ely has the right to self-fund all, or a portion of, the Augusta debt payments which would reduce or eliminate our requirement to subscribe to these Ely private placements. We anticipate using funds from our existing cash, RMB loan, short-term margin loans or the sale of marketable equity securities, including our existing shares of Ely common stock or Ely common stock we would receive in the subscriptions, to make any required cash payments for the subscriptions of Ely common stock.

RMB Facility Agreement

During the threesix months ended March 31,June 30, 2013 we borrowed an additional $1,000,000$2,000,000 on the RMB Facility AgreementLoan and as of March 31,June 30, 2013 we owe $2,500,000$3,500,000 on the RMB Loan. During the threesix months ended March 31,June 30, 2013 we paid $27,000$70,000 in cash for interest on the RMB Loan. During the threesix months ended March 31,June 30, 2013 we incurred $50,000$98,000 in interest cost for the amortization of deferred offering costs related to the RMB Loan and we incurred $54,000$108,000 of interest

cost related to the warrant discount associated with the RMB warrants issued in connection with the Facility Agreement. On April 24, 2013, we borrowed an additional $1,000,000 on the RMB Loan and asAs of May 7,August 6, 2013 we have $1,500,000 of available borrowing under the Facility Agreement. The use of these proceeds are limited to development expenditures at Mt. Hamilton, earn-in payments for MH-LLC and approved budgeted general corporate purposes as further described in Note 5, “Long-term debt” to our unaudited condensed consolidated financial statements.

RMB warrants

Pursuant to the Facility Agreement, we issued 1,624,748 RMB Warrantswarrants to RMBAH (the “RMB Warrants”) as partial consideration for financing services provided in connection with the Facility Agreement. Each RMB Warrant entitles the holder to purchase one share of Solitario common stock at an exercise price of $1.5387, subject to customary anti-dilution

adjustments, pursuant to the terms and conditions of the RMB Warrants. As of March 31,June 30, 2013 the RMB Warrants have an estimated fair value of approximately $1,039,000$282,000 and we recorded a gain of $99,000$857,000 on the fair value of the RMB Warrants during the threesix months ended March 31,June 30, 2013; however we do not expect RMBAH to exercise any of these warrants during the next year. Any proceeds from the exercise of the RMB warrants are to be used to reduce any outstanding principal and interest on the RMB Loan.

Investment in Marketable Equity Securities

Our marketable equity securities are classified as available-for-sale and are carried at fair value, which is based upon market quotes of the underlying securities. We owned 670,000610,000 shares of Kinross common stock at both March 31,June 30, 2013 and 670,000 shares of Kinross at December 31, 2012. The Kinross shares are recorded at their fair value of $5,313,000$3,111,000 and $6,512,000 at March 31,June 30, 2013 and December 31, 2012, respectively. We did not sell anysold 60,000 shares of Kinross shares during the threesix months ended March 31, 2013.June 30, 2013 for proceeds of $313,000. During the threesix months ended March 31, 2011,June 30, 2012, we sold we sold 30,000180,000 shares of Kinross stock for proceeds of $353,000 resulting in a gain of $332,000.$1,591,000. Subsequent to March 31,June 30, 2013 we sold 10,000 shares of Kinross for proceeds of $54,000$45,000 and as of May 7,August 6, 2013 we own 660,000600,000 shares of Kinross. As of May 7,August 6, 2013, the price of Kinross common stock has fallen to $5.28,was $4.96, which is below our assumed price for 2013 for budgeting purposes of $10 per share. Accordingly, subsequent to March 31,during the six months ended June 30, 2013, we reduced our short-term margin loan with UBS Bank to $1,200,000$1,118,000 and as of May 7,subsequent to June 30, 2013 have an equity balance inrepaid our UBS Bank brokerage account of 51%. In addition, weshort-term borrowing. We have taken steps to reduce our exploration expenditures in Mexico and Peru and to reduce certain administrative expenditures. Any changesignificant decline in the market value of the shares of Kinross common stock could have a material impact on our liquidity and capital resources. The price of shares of Kinross common stock has varied from a high of $9.87 per share to a low of $7.46$4.53 per share during the threesix months ended March 31,June 30, 2013.

We have budgeted the anticipated sale of 360,000 shares of Kinross stock during 2013 for assumed proceeds of $3,600,000. However, as a result of the recent reduction of the price of a share of Kinross common stock after March 31,during the six months ended June 30, 2013, we may either sell more shares of Kinross during 2013 than originally planned or sell some or all of our investments in other marketable equity securities, including Ely,Ely. In addition, we may use funds raised in the Offering instead of funds from the sale of Kinross for our working capital needs, or raise additional debt or equity or a combination of such factors. However, there can be no assurance that sources of additional debt or equity financing will be available on acceptable terms if at all. We have adequate working capital and cash to meet our planned 2013 expenditures and have no plan to reduce our planned 2013 Mt. Hamilton permitting and development expenditures.

In addition we own other marketable equity securities with a fair value of $370,000$911,000 and $581,000, respectively, as of March 31,June 30, 2013 and December 31, 2012, respectively.2012. Included in these securities are 430,000 shares of TNR that are classified as marketable equity securities available for sale and are recorded at their fair value of $30,000$16,000 as of March 31,June 30, 2013 and 3,333,3338,464,483 shares of Ely that are classified as marketable equity securities available for sale and are recorded at their fair value at March 31,June 30, 2013 of $328,000. As a result of the completion of the purchase of Ely common stock discussed in Note 11, “Subsequent events” to the unaudited condensed consolidated financial statements, as of May 7, 2013, we own 8,464,483 shares of Ely.$890,000.

At March 31,June 30, 2013 and December 31, 2012, we have classified $2,538,000$1,326,000 and $3,110,000, respectively, of our marketable equity securities as a short-term asset. Changes in the fair value of marketable equity securities are recorded as gains and losses in other comprehensive income in shareholders’ equity. During the threesix months ended March 31,June 30, 2013, we recorded an other comprehensive loss on marketable equity securities of $1,410,000$3,528,000 less a related deferred tax benefit of $526,000.$975,000.

Working Capital

We had working capital of $4,119,000$2,643,000 at March 31,June 30, 2013 compared to working capital of $4,245,000 as of December 31, 2012. Our working capital at March 31,June 30, 2013 consists primarily of our cash and cash equivalents and the current portion of our investment in marketable equity securities of $2,538,000,$1,326,000, less our short-term margin loans of $1,500,000,$1,118,000, current portion of long-term debt of $741,000,$700,000 and accounts payable of $430,000 and current deferred income taxes of $256,000 related to our planned sales of Kinross common stock during the next year.$289,000. We will continue to monitor our exposure to a single asset, taking into consideration our cash and liquidity requirements, tax implications, the market price of gold and the market price of Kinross stock.

Cash and cash equivalents were $4,396,000$3,351,000 as of March 31,June 30, 2013 compared to $616,000 at December 31, 2012. During the threesix months ended March 31,June 30, 2013 weMH-LLC received a $4,000,000 payment of a receivable related to the sale of a royalty interest on our Mt. Hamilton project during 2012.

The nature of the mining business requires significant sources of capital to fund exploration, development and operation of mining projects. We will need additional resources to develop our Mt. Hamilton project or if we choose to develop any of our other mineral deposits on our own. We anticipate that we would finance these activities through the use of joint venture arrangements, the issuance of debt or equity, the sale of interests in our properties or the sale of our shares of Kinross common stock. There can be no assurance that such sources of funds will be available on terms acceptable to us, if at all.

Stock-Based Compensation Plans

During the first threesix months ofended June 30, 2013, 112,500 options were exercised at a price of Cdn$1.55 per share for proceeds of $176,000 and 5,000 options were exercised at a price of Cdn$1.49 per share for proceeds $7,000. During the threesix months ended March 31,June 30, 2012 no options were exercised from the 2006 Plan. None of our outstanding options from the 2013 or 2006 Plan expire during 2013. We do not anticipate the exercise of options will be a material source of funds during the remainder of 2013.

(e) Cash Flows

Net cash used in operations during the first quartersix months of 2013 decreased to $791,000$1,677,000 compared to $891,000$1,887,000 for the first quartersame period of 2012 primarily as a result of the capitalization of exploration and development expenditures at our Mt. Hamilton project and the capitalization of interest costs paid in cash during 2013, both of which reduced the costs included in the statement of operations loss during 2013. Based upon projected expenditures in our 2013 budget, we anticipate continued use of funds from operations through the remainder of 2013. See Results of Operations discussed above for further explanation of some of these variances.

We provided $3,638,000$3,411,000 in cash from investing activities during the threesix months ended March 31,June 30, 2013 compared to $9,000$6,535,000 in cash from investing activities during the threesix months ended March 31,June 30, 2012. The increasedecrease in cash provided from investing activities is primarily related to the paymenttwo payments of a $4,000,000 receivableand $6,000,000, respectively, during the six months ended June 30, 2013 and 2012 related to the sale of a royalty interest on our Mt. Hamilton project during 2012. This increase in cash during 2013 was partially offset by2012 and the reduction in proceeds from the sale of Kinross during the first threesix months of 2013, when there were no saleswe sold 60,000 shares of Kinross for proceeds of $313,000 compared to the sale of 30,000180,000 shares of Kinross for net proceeds of $353,000$1,591,000 during the first threesix months of 2012. We anticipate the potential for continued sales of shares of Kinross during the remainder of 2013 as discussed above under “Liquidity and Capital Resources.”

Net cash provided from financing activities for the threesix months ended March 31,June 30, 2013 were primarily related to the proceeds from a $1,000,000$2,000,000 borrowing on long-term debt from RMB, comparedwhich was partially offset by net repayment of short term borrowing of $382,000, the payment of $500,000 for the subscription for 5,131,150 shares of Ely common stock, used to repay the receiptdebt to Augusta of $787,000$750,000, the payment of which included the contribution from DHI of $250,000, shown as a contribution from noncontrolling interest. In addition we paid $250,000 to DHI, required as part of our earn-in to MH-LLC. During the six months ended June 30, 2012 we borrowed $1,105,000, net, in funds from short term borrowing, during the three months ended March 31, 2012. Both of which werewas partially offset by paymentsour payment to Augusta of $250,000$750,000 and our payment to of $150,000 respectively to DHI, required as part of our earn-in payments for MH-LLC during the three months ended March 31, 2013 and 2012.to MH-LLC. We may obtain additional cash from financing activities during 2013 in the form of either debt or equity financing. There can be no assurance that such sources of funds will be available on terms acceptable to us, if at all. See additional discussion of future financing needs above under “Liquidity and Capital Resources.”

(f) Off-balance sheet arrangements

As of March 31,June 30, 2013 and December 31, 2012 we have no off-balance sheet obligations.

(g) Development Activities, Exploration Activities, Environmental Compliance and Contractual Obligations

There have been no changes to our development activities, exploration activities, environmental compliance or contractual obligations from those disclosed in our Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2012, except as it relates to the reduction in the Augusta payment discussed above in Note 11, “Subsequent events”4, “Long-term debt” to the unaudited condensed consolidated financial statements.statements and as it relates to the reduction in cash payments for the underlying lease to cash and common stock payments as described above in Note 2, “Mineral property” to the unaudited condensed consolidated financial statements above.

(h) Discontinued Projects

During the threesix months ended March 31,June 30, 2013, we recorded $10,000$13,000 of mineral property write-downs related to our Cerro Azul project in Peru and our Atico and Jaripo projects in Mexico. We did not record any mineral property write-downs during the threesix months ended March 31,June 30, 2012.

(i) Critical Accounting Estimates

Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. Actual results in these areas could differ from management’s estimates. During the threesix months ended March 31,June 30, 2013, we have not adopted any additional accounting policies.

(j) Related Party Transactions

As part of the Offering, insiders subscribed for 606,665 shares (the “Insider Shares”) for a total purchase of $509,999. The offer and sale of the Insider Shares was unanimously approved by Solitario’s Audit Committee of the Board of Directors. All shares in the Offering were offered and sold on the same terms and conditions.

As of March 31,June 30, 2013, and forduring the threesix months ended March 31,June 30, 2013, we have no related party transactions or balances.

(k) Recent Accounting Pronouncements

There are no recent accounting pronouncements, adopted in the threesix months ended March 31,June 30, 2013 or issued by the FASB during the first threesix months of 2013 that would have a material impact upon Solitario.

(l) Forward Looking Statements

This Form 10-Q contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to our financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditures, and exploration and development efforts. Words such as “anticipates,” “expects,” “intends,” “forecasts,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and similar expressions identify forward-looking statements. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading "Risk Factors" included in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2012 and the risks described in Item 1A of Part II in this report. These forward-looking statements appear in a number of places in this report and include statements with respect to, among other things:

Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. Except as required by law, we assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

Smaller Reporting Companies are not required to provide the information required by this item.

Item 4.   Controls and Procedures

The management of Solitario is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). During the fiscal period covered by this report, Solitario's management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of Solitario's internal control over financial reporting and the design and operation of Solitario's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). This evaluation of the effectiveness of our internal control over financial reporting was based on the framework and criteria established inInternal Control -Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, Solitario's Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31,June 30, 2013, Solitario's internal control over financial reporting is effective and that its disclosure controls and procedures are effective to ensure that information required to be disclosed by Solitario in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to Solitario's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

None

Item 1A.Risk Factors

There are no material changes to the Risk Factors associated with our business disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.Defaults upon Senior Securities

None

Item 4.Mine Safety Disclosures

None

Item 5.Other Information

None

Item 6.Exhibits

The Exhibits to this report are listed in the Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SOLITARIO EXPLORATION & ROYALTY CORP.

EXHIBIT INDEX