The total number of shares of Solitario Common Stock authorized under the 2013 Plan is 5,750,00 shares, which represents 8.3% of the 64,801,373 shares of Solitario Common Stock outstanding as of April 28, 2023.  The total number of shares of Solitario Common Stock available for issue from the exercise of all vested options from the 2013 Plan as of April 28, 2023 is 3,550,000 shares, which represents 5.5% of the 64,801,373 shares of Solitario Common Stock outstanding on that date.

b) The 2023 Solitario Stock and Incentive Plan

On March 29, 2023 the Board of Directors, subject to Shareholder and regulatory approval, adopted the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”) and reserved 5,000,000 shares of Company Common Stock for issuance under the 2023 Plan, which represents 7.7% of the 64,801,373 shares of Solitario Common Stock outstanding on that date.

Shareholder approval of the 2023 Plan is sought: (i) because our existing 2013 Plan will terminate in June 2023, and no additional grant of awards may be made upon termination of the plan with the result that the Company will be unable to provide stock-based incentives to new or existing officers, directors, employees or consultants of Solitario; (ii) historically the granting of stock-based compensation through options has been an integral part of the compensation of these individuals, as discussed below, and the Board feels this should continue to be part of such compensation in the future; and (iii) to give the Company the flexibility to grant awards that are comparable to awards that our peer group companies have the ability to grant; (iii) to permit the issuance of options which will qualify as incentive options pursuant to the Internal Revenue Code (the “Code”); and (iv) to comply with Section 711 of the NYSE American Company Guide, which requires shareholder approval of equity compensation plans in which officers, directors, employees, or consultants may participate.

The 2023 Plan is intended to provide incentives to officers, employees, (including members of the Board of Directors) and consultants who contribute to the success of the Company. The Board of Directors believes that this also will help to align the interests of its management, directors, employees and other personnel with the interests of shareholders.

Description of the 2023 Plan

The following is a summary of the principal features of the 2023 Plan, which is qualified in its entirety by reference to the 2023 Plan. A copy of the 2023 Plan is attached as Appendix B to this proxy statement.

The 2023 Plan permits the granting of cash and equity-based awards (“Awards”) to our directors, officers, employees and consultants. Equity-based Awards are determined by the Committee, or the Administrator, each as defined below, and are granted only in compliance with applicable laws and regulatory policy.

Administration

The 2023 Plan is administered by a committee appointed by the Board of Directors (the “Committee”). The Committee will administer the 2023 Plan and will have full power and authority to determine whether and to what extent Awards will be granted, and the terms and conditions of each Award, including without limitation the exercise price, medium of payment and vesting provisions, consistent with the provisions of the 2023 Plan. Subject to the provisions of the 2023 Plan, the Committee may amend or waive the terms and conditions, or accelerate the exercisability, of an outstanding Award and may make decisions with respect to Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments. The Committee has authority to interpret the 2023 Plan and establish rules and regulations for the administration of the 2023 Plan.

The Committee may delegate certain powers and duties under the 2023 Plan to an administrator (the “Administrator”).

Eligible Participants

An employee, officer, consultant, independent contractor or director providing services to the Company, who are selected by the Committee (or the Administrator, if the authority to grant awards has been delegated by the Committee to the Administrator), are eligible to receive an award under the 2023 Plan.

As of April 28, 2023, three officers, three consultants, and six non-employee directors of the Company, were considered to be within the group of eligible persons who could receive Awards under the 2023 Plan.

Shares Available For Awards

The aggregate number of shares of our common stock that may be issued under all equity-based Awards made under the 2023 Plan is 5,000,000 shares of common stock.

In the event that any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities or other similar corporate transaction or event affects the common stock of the company such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2023 Plan, then the Committee shall, in such manner as it may deem equitable, adjust the price, number of shares and any performance based vesting condition of any Award and the number of shares available under the 2023 Plan.

If an Award is terminated without the issuance of any shares or if shares covered by an award are not purchased or are forfeited, then the shares previously set aside for such Award will be available for future Awards under the 2023 Plan. If an Award is payable only in cash and does not entitle the holder to receive or purchase shares and is settled in cash then the Award will not be counted against the aggregate number of shares available under the 2023 Plan.

Types of Awards and Terms and Conditions

The 2023 Plan permits the granting of:

Awards may be granted alone, in addition to, in combination with or in substitution for, any other award granted under the 2023 Plan or any other compensation plan. Awards can be granted for no cash consideration or for any cash consideration as may be determined by the Committee or as required by applicable law. Awards may provide that upon the grant or exercise thereof, the holder will receive cash or shares of our common stock or a combination of these in a single payment, installments or on a deferred basis as provided for and as applicable under the 2023 Plan. The exercise price per share under any stock option and the grant price of any SAR may not be less than the fair market value of our common stock on the date of grant of such option or SAR. Fair market value per share under the 2023 Plan shall be the NYSE American Closing Price, as defined in the 2023 Plan, on such date, provided, that if the actual transaction involving the shares occurs at a time when the NYSE American is closed for regular trading, then it shall be the most recent Closing Price.

Incentive stock options must expire no later than 10 years after the date of grant or, for persons who own more than 10% of the total voting power of all classes of stock, no later than five years after the date of grant. The term of all other Awards shall be determined by the Committee.

Stock Options. The holder of an option is entitled to purchase a number of shares of our common stock at a specified exercise price during a specified time period, all as determined by the Committee. The option exercise price is payable in cash, check, or certain other cash-like payment methods, such as a cashier’s check. Options vest and become exercisable in accordance with a vesting schedule for each Option Award established by the Committee.

Stock Appreciation Rights. The holder of an SAR is entitled to receive in cash the excess of the fair market value, calculated as of the exercise date, of an equivalent value of a specified number of shares of our common stock over the grant price of the SAR. SARs vest and become exercisable in accordance with a vesting schedule for each SAR Award established by the Committee.

Restricted Stock and Restricted Stock Units. The holder of restricted stock will own shares of our common stock subject to restrictions imposed by the Committee (including, for example, restrictions on the right to vote the restricted shares or to receive any dividends with respect to the shares) for a specified time period determined by the Committee. The holder of restricted stock units will have the right, subject to any restrictions imposed by the Committee, to receive shares of our common stock, or a cash payment equal to the fair market value of those shares, at some future date determined by the Committee.

Duration, Termination and Amendment. Unless discontinued or terminated by the Board, the 2023 Plan will expire on March 29, 2033. No Awards may be made after that date. However, unless otherwise expressly provided in an applicable award agreement, any award granted under the 2023 Plan prior to expiration may extend beyond the expiration of the 2023 Plan through the award’s normal expiration date.

The Board may amend, alter, suspend, discontinue or terminate the 2023 Plan at any time, although stockholder approval must be obtained for any action that would increase the number of shares of our common stock available under the 2023 Plan or permit the granting of Awards which expire beyond a ten year period. Stockholder approval is also required for any action that requires stockholder approval under the rules and regulations of the Securities and Exchange Commission, the Toronto Stock Exchange or the NYSE American or any other securities exchange or the Financial Industry Regulatory Authority that are applicable to the Company.

Award Expiration and Termination. Unless the terms of an option expressly provide for a different date of termination, the unexercised portion of an option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: (1) three months following the holder’s separation for any reason except death, disability or for cause; or (2) immediately upon separation as a result, in whole or in material part, of a discharge for cause; or (3) on the first (1st) anniversary of a separation by reason of death or disability; or (4) in the case of an incentive stock option granted to a person who owns more than 10% percent of the total voting power of all classed of the stock of the Company on the fifth (5th ) anniversary of the date of grant; or (5) on the tenth (10th) anniversary of the date of grant.

Blackout periods. Notwithstanding any other provision of the 2023 Plan or any Award to the contrary, any exercise or disposition of any Award or any reserved share pursuant to the 2023 Plan shall be consistent with the Trading Restrictions and Blackout Periods policy stated within the Company’s Disclosure Policy, or such other applicable written policy as necessary. If the term of any Award granted under the 2023 Plan ends on a day occurring within a Blackout Period or within ten business days thereafter, such Award shall continue to be exercisable under the terms of the 2023 Plan up to 5:00 p.m. (Denver time) on the tenth business day following the end of such Blackout Period.

Prohibition on Re-pricing Awards

Without the approval of the Company’s stockholders, the Committee will not re-price, adjust or amend the exercise price of any options or the grant price of any SAR previously awarded, whether through amendment, cancellation and replacement grant or any other means. However, as stated above, in the event that any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities or other similar corporate transaction or event affects the common stock of the company such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2023 Plan, then the Committee shall, in such manner as it may deem equitable, adjust the price, number of shares and any performance based vesting condition of any award and the number of shares available under the 2023 Plan.

Transferability of Awards

Awards under the 2023 Plan may only be transferred by will or by the laws of descent and distribution, provided that the holder of an Award may designate a third parity who will be entitled to exercise an option after the holder’s death or receive payment of any cash Awards, pursuant to the terms of the 2023 Plan.

Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences generally applicable to Awards under the 2023 Plan. The following description applies to U.S. citizens and residents who receive Awards under the 2023 Plan. Participants who are neither U.S. citizens nor residents but who perform services in the United States may also be subject to U.S. federal income tax under some circumstances. In addition, former citizens or long-term residents of the United States may be subject to special expatriate tax rules, which are not addressed in this summary.

Grant of Options and SARs. The grant of a stock option (either an incentive stock option or a non-qualified stock option) or SAR is not expected to result in any taxable income for the recipient.

Exercise of Incentive Stock Options. The holder of an incentive stock option generally will have no taxable income upon exercising the option (except that an alternative minimum tax liability may arise). If stock is issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such award holder within two years after the date of grant or within one year after the transfer of such shares to such award holder, then (1) upon the sale of such shares, any amount realized in excess of the option price will be taxed to such optionee as a long-term capital gain and any loss sustained will be a long-term capital loss, and (2) we will not be entitled to a deduction for federal income tax purposes.

If the stock acquired upon the exercise of an incentive stock option is disposed of prior to the expiration of either holding period described above, generally (1) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at exercise (or, if less, the amount realized on the disposition of such shares) over the option price paid for such shares, and (2) we will be entitled to deduct such amount for federal income tax purposes if the amount represents an ordinary and necessary business expense. Any further gain (or loss) realized by the optionee will be taxed as short-term or long-term capital gain (or loss), as the case may be, and will not result in any deduction by us.

Exercise of Non-Qualified Stock Options and SARs. Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares of our common stock acquired on the date of exercise over the exercise price, and we generally will be entitled at that time to an income tax deduction for the same amount. Upon exercising a SAR, the amount of any cash received is taxable to the recipient as ordinary income and generally is deductible by us.

Disposition of Acquired Shares. The tax consequence upon a disposition of shares acquired through the exercise of an option will depend on how long the shares have been held and whether the shares were acquired by exercising an incentive stock option or by exercising a non-qualified stock option. Generally, there will be no tax consequence to us in connection with the disposition of shares acquired under an option, except that we may be entitled to an income tax deduction in the case of the disposition of shares acquired under an incentive stock option before the applicable incentive stock option holding periods set forth in the Internal Revenue Code have been satisfied.

For an Award that is payable in shares of our common stock that are restricted as to transferability and subject to substantial risk of forfeiture, unless a special election is made pursuant to Section 83(b) of the Code, the holder of the Award must recognize ordinary income equal to the excess of (x) the fair market value of the shares of our common stock received (determined as of the first time the shares became transferable or not subject to substantial risk of forfeiture, whichever occurs earlier) over (y) the amount (if any) paid for the shares of our common stock by the holder. The Company will be entitled at that time to a tax deduction for the same amount if and to the extent that amount satisfies general rules concerning deductibility.

Special Rules. Special rules may apply in the case of individuals subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, unless a special election is made pursuant to Section 83(b) of the Code, shares of our common stock received pursuant to the exercise of an option may be treated as restricted as to transferability and subject to a substantial risk of forfeiture for a period of up to six months after the date of exercise. Accordingly, the amount of any ordinary income recognized, and the amount of the Company’s tax deduction, may be determined as of the end of such period.

2023 Plan Benefits and Stock Options Granted Under the 2023 Plan

As of April 28, 2023 no options or other Awards have been granted under the 2023 Plan. Future grants under the 2023 Plan will be determined by the Committee and may vary from year to year and from participant to participant and are not determinable at this time. Future benefits or amounts to be received by or allocated to participants will be determined by future action of the Committee and are not determinable at this time.

Vote Required; Proposed Resolution; Board Recommendation

The following proposed resolution requires the affirmative vote of a majority of the votes cast by the shareholders at the Annual Meeting:

“RESOLVED THAT:

The 2023 Plan, in the form presented to the Shareholders in Appendix A to the Proxy Statement, providing for the issuance of up to 5,000,000 shares of Common Stock of the Company pursuant to the Awards granted under the 2023 Plan is hereby approved.”

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE 2023 PLAN.

PROPOSAL NO. 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking Solitario shareholders to approve an advisory resolution on the compensation program of our “Named Executive Officers” as disclosed in this Proxy Statement.

As described more fully in the “Executive Compensation” section of this Proxy Statement below, our executive compensation program is structured to align the interests of our executive officers (each of whom is a shareholderShareholder of the Company) with those of our non-affiliated shareholders and to fairly reward themour executive officers for creating shareholder value and for helping the Company achieve its business objectives. Our primary compensation objectives are to reward performance that supports our principles of building shareholder value, to retain our executives, to attract new executives as necessary and fairly compensate our current executives, including to recognize individual performance from time-to-time.

We believe that our executive compensation program, which relies on clear and simple objectives for executive performance and reward, has been effective at incenting our Named Executive OfficersNEOs to further achievement of positive results and strong financial performance by the Company, appropriately aligning pay and performance and in enabling us to attract and retain talented executives within our industry.

We are asking our shareholders to indicate their support for our executive compensation program as described in this Proxy Statement. This proposal gives our shareholdersShareholders the opportunity to express their views on our fiscal year 20222023 executive compensation policies and procedures. It is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive OfficersNEOs and theour executive compensation philosophy, policies and procedures described in this Proxy Statement. Accordingly, in accordance with Section 14AAlthough the voting results are not binding, the Board and the Compensation Committee will take into account the results of the Exchange Act, we are asking our shareholders to approve the following resolution:vote when considering future executive compensation arrangements.

“RESOLVED THAT:

Solitario shareholders approve the compensation of Solitario’s Named Executive Officers, as disclosed in this Proxy Statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission set forth in Item 402 of Regulation S-K, including, but not limited to, the “Executive Compensation” section, the compensation tables, and any related material disclosed in thisthe Proxy Statement for the 20232024 annual meeting.”

The advisory vote on executive compensation is not binding on the Company, our Board or our Compensation Committee. However, our Board and theour Compensation Committee will review the voting results in connection with their on-going evaluation of our compensation programs and may consider the outcome of the Shareholder vote when making future compensation decisions.

At the Company’s 2018 annual meeting of shareholders,Shareholders, the shareholdersShareholders voted in favor of holding future advisory votes on the Company’s executive officer compensation program every year, and the Company’s Board of Directors subsequently adopted this as its official position. Accordingly, this proposal on the advisory vote on executive compensation is being submitted to obtain the advisory vote of the shareholdersShareholders in accordance with the Dodd-Frank Act, Section 14A of the Exchange Act and the SEC’s rules. We currently expect that following this year’s vote, the next shareholderShareholder advisory vote on the Company’s executive compensation program will take place at the annual meeting of shareholdersShareholders to be held in 2024. We2025.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF THE COMPANY’S ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, we are required to solicit shareholderShareholder preferences regarding the frequency of future advisory votes on executive compensation at least once every six (6) years. Accordingly, we anticipate solicitingare seeking an advisory vote from our Shareholders that asks them to indicate how often they believe the shareholders regarding their preference regardingCompany should hold an advisory vote on the frequencyexecutive compensation of future votesour NEOs. You may vote that that an advisory vote on executive compensation atshould occur every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS,” or you may abstain from voting. Abstentions will be counted as a vote “AGAINST” this Proposal No. 3, while broker non-votes will have no effect on the annual meetingoutcome of shareholders to be held in 2024.this proposal.

The Board believes that the Company’s executive compensation program is sound and reflects the Company’s long-term strategic goals. The Board believes that our shareholders should consider our executive compensation, together with our corresponding long-term results, every year, as that will promote stability and is consistent with the approach the Board takes in overseeing the business and management of the Company by including input from our Shareholders in the process. In addition, a one-year cycle will allow the Board and the Compensation Committee to evaluate and respond to our Shareholder’s input and effectively implement any changes to our executive compensation program.

Because the vote is advisory and not binding on the Board, the Board may decide that it is in the best interests of Solitario and our Shareholders to hold an advisory vote on executive compensation more or less frequently than the option recommended by our Shareholders.

If a quorum is present at the Annual Meeting, approval of the frequency-of-vote option (every one, two, or three years) requires a favorable vote of the majority of shares entitled to vote. However, if no choice receives a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting, then the option that receives the highest number of votes will be considered the frequency recommended by the Shareholders. .

THE BOARD RECOMMENDS THATA VOTE FOR “ONE YEAR” AS THE SHAREHOLDERS VOTE FOR APPROVALFREQUENCY OF THE

COMPENSATION OF OUR NAMEDFUTURE SHAREHOLDER ADVISORY VOTES ON EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.COMPENSATION.

————————————--

PROPOSAL NO. 5: 4: RATIFICATION OF THE APPOINTMENT OF

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the Annual Meeting our shareholdersShareholders are being asked to ratify the selection of Plante MoranAssure as our independent registered public accounting firm and to continue as such for fiscal year 2023.2024. Although the Company is not required to submit the selection of independent registered public accountants for shareholder approval, if the appointment of Plante MoranAssure as our independent registered public accounting firm for the fiscal year 20232024 is not ratified by shareholders,Shareholders, the Audit Committee will reconsider its appointment. The Board considers Plante MoranAssure to be well qualified to serve as the independent auditors for the Company; however, even if the selection is ratified, our Board may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee and Board determine that the change would be in our best interests. Plante & Moran, PLLC (“Plante Moran”) was the Company’s independent registered accounting firm until June 2023. Assure became the Company’s independent registered accounting firm in July 2023. Representatives of Plante MoranAssure may choose to be present at the Annual Meeting and, if present, have the opportunity to make a statement and to respond to appropriate questions.

Audit Fees

TheExcept as otherwise noted below, the following table summarizes the aggregate fees accrued by Solitario (i) to Assure (from July through December 2023) and to Plante Moran, our previous independent registered accounting firm (from January through June 2023), for the fiscal year ended December 31, 2023, and (ii) to Plante Moran for the fiscal yearsyear ended December 31, 2022 and 2021.2022.

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. All other fees are pre-approved on an ongoing basis as required. 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 Assure and Plante Moran during 20222023 and 20212022 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.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION

OF PLANTE MORANASSURE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

————————————--

CORPORATE GOVERNANCE AND BOARD MATTERS

Meetings of Board of DirectorsDirectors; Annual Meeting Attendance

During the fiscal year ended December 31, 2022,2023, there were four meetings of the Board. Each of the incumbent directors attended each of those Board meetings. Each of the incumbent directors attended at least 75%all of the aggregate number of meetings of our Board and of the committee meetings on which he or she served during the period in which he or she was a director. All of the references to meetings exclude actions taken by written consent.

The Company does not have a formal policy regarding the attendance of our Board members at our annual meetingsAnnual Meetings of shareholdersShareholders and Board members are not required to attend such meetings. Mr. Herald was the only director that attended the annual meetingAnnual Meeting of shareholdersShareholders held on June 21, 2022.20, 2023.

No material changes to the procedures for nominating directors by our shareholders, as described in the 20222023 proxy statement filed with the SEC by the Company on April 29, 20222023 with respect to the 20222023 annual meeting of shareholders, have been made since such proxy statement was filed.

Corporate Governance and Nominating Committee

In June of 2006, the Board formed the Corporate Governance and Nominating Committee of the Board (the "Nominating Committee"). A copy of the Nominating Committee charter is available on the Company website at www.solitarioxr.com. Mr. Atzmon, Mr. Crumb and Mr. Labate are members of the Nominating Committee. The members of the Nominating Committee are all independent in accordance with the definition of independence set forth in the NYSE American Company Guide. The Nominating Committee met once during 2022 the2023. The Nominating Committee approved the nomination of the slate of directors proposed to the shareholders for re-election at the Annual Meeting of shareholders. These recommendations were approved by the Board of Directors on March 29, 2023.Meeting.

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 Company; (c) lead the Board in its review of the Board's performance; and (d) recommend to the Board director nominees for each committee. The Nominating Committee has not adopted specific, minimum qualifications that nominees must meet in order for the committee to recommend them to the Board, of Directors, but rather each nominee is individually evaluated by the Nominating Committee based on his or her individual merits, taking into account the needs of the Company and the composition of the Board of Directors.Board. The Nominating Committee has incorporated the consideration of diversity, including gender diversity, in identifying nominees for director and does seekseeks to have a Board of Directors composed of individuals with a diverse set of backgrounds, expertise and business experiences.

The Nominating Committee will consider candidates submitted from a variety of sources (including, without limitation, incumbent directors, shareholders,Shareholders, and Company management) to fill vacancies and/or expand the Board of Directors.Board. The committee will then evaluate each potential candidate's educational background, employment history, outside commitments and other relevant factors to determine whether he/shethe candidate is potentially qualified to serve on the Board of Directors.Board. The committee seeks to identify and recruit the best available candidates and will endeavor to evaluate qualified shareholderShareholder nominees (if any) on the same basis as those submitted by members of the Board, of Directors, third-party search firms (if applicable) or other sources.

Pursuant to Section 2.11 of our Bylaws, nominations for candidates for election as directors at any meeting of shareholdersShareholders may be made (a) by, or at the direction of, a majority of the members of the Board (although as described above, such role has been delegated to the Nominating Committee) or (b) by any shareholderShareholder entitled to vote at such a meeting, subject to the requirements outlined below. The Board makes no distinction in evaluating candidates who come to their attention directly or who are nominated by any shareholder. No shareholder submitted a nomination to the Board during the Company’s 2022 fiscal year. The Nominating Committee does not have specific minimum qualifications that a candidate must possess for consideration. No Shareholder submitted a director nomination to the Board during the Company’s 2023 fiscal year.

In order to qualify for consideration at a shareholderShareholder meeting, shareholderShareholder nominations must be made in writinga written notice addressed to the Corporate Secretary of Solitario not less than 60 days nor more than 90 days priorat Solitario’s principal executive office and must contain certain information specified in the Company’s Amended and Restated Bylaws (the “Bylaws”) and, to the dateextent applicable, required by Rule 14a-19 under the Exchange Act. With respect to the timing of a scheduled shareholders' meeting; provided, however, that if less than 70 days’ notice or prior public disclosure ofShareholder nominations, please see 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 10^th 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.discussion under “Shareholder Proposals for 2025 Annual Meeting” below

Such shareholder'sShareholder's notice shall set forth (a) as to each person whom the shareholderShareholder proposes to nominate for election or re-election as a director and as to the shareholderShareholder 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 as of the date of such shareholderShareholder 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 Exchange Act and (b) as to the shareholderShareholder giving the notice (i) the name and address, as they appear on the Company's books, of such shareholderShareholder and any other shareholdersShareholders known by such shareholderShareholder to be supporting such nominees and (ii) the class and number of shares of stock of the Company which are beneficially owned by such shareholderShareholder on the date of such shareholderShareholder notice and by any other shareholdersShareholders known by such shareholder to be supporting such nominees on the date of such shareholderShareholder 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, ifIf the Board determines that the information provided in a shareholder'sShareholder's notice does not satisfy the informational requirements of Section 2.11 of the Bylaws in any material respect, the Corporate Secretary will promptly notify such shareholderShareholder of the deficiency in the notice. The shareholderShareholder will then have an opportunity to cure the deficiency by providing additional information to the Corporate Secretary within such period of time, not to exceed five days from the date such deficiency notice is given to the shareholder,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,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'sShareholder's nomination. The Corporate Secretary shall notify a shareholderShareholder 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 shareholderShareholder nominations, the presiding officer of the meeting of the shareholdersShareholders 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.

Audit Committee

Solitario has a separately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee consists of Mr. Labate, Mr. Labadie and Mr. Hesketh, each of whom is “independent” in accordance with NYSE American standards, as well as the independence requirements for audit committee members under Rule 10A-3 promulgated under the Exchange Act. The Board has determined that Mr. Labate is the audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K. The Audit Committee acts under a written charter that was 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’s primary function is to review 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 fourfive times during the year ended December 31, 2022.2023.

Audit Committee Report

The Audit Committee of the Board of Directors is comprised of independent directors and operates under a written charter adopted by the Board of Directors. The Audit Committee Charter is reviewed and updated as needed per applicable rules of the SEC and The NYSE American.

The Audit Committee serves in an oversight capacity. Management is responsible for the Company's internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of the Company's financial statements per the standards of the Public Company Accounting Oversight Board ("PCAOB") and issuing a report thereon. The Audit Committee's primary responsibility is to monitor and oversee these processes and to select and retain the Company's independent auditors. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the Company's audited financial statements and discussed not only the acceptability but also the quality of the accounting principles, the reasonableness of the significant judgments and estimates, critical accounting policies, and the clarity of disclosures in the audited financial statements prior to issuance.

The Audit Committee reviewed and discussed the audited financial statements as of and for the year ended December 31, 2022, with the Company's independent auditors, Plante Moran, and discussed not only the acceptability but also the quality of the accounting principles, the reasonableness of the significant judgments and estimates, critical accounting policies and the clarity of disclosures in the audited financial statements prior to issuance. TheDuring 2023, the Audit Committee discussed and reviewed the appropriateness of a new auditor and dismissed Plante Moran and selected Assure as the Company’s new auditor after a review of several potential new auditors. Subsequent to December 31, 2023, the Audit Committee discussed with Plante MoranAssure the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received the written disclosures and the letter from Plante MoranAssure required by the applicable requirements of the PCAOB regarding independent auditor communications with the Audit Committee concerning independence and has discussed with Plante Moran.Assure.

Based on the review and discussions with our independent registered public accounting firm, Plante & Moran,Assure, the Audit Committee has recommended to the Board of Directors, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022,2023, which was filed with the SEC on March 15, 2023 and the Annual Report, as amended, on Form 10-K/A for the year ended December 31, 2022, which was filed with the SEC on March 24, 2023.22, 2024.

AUDIT COMMITTEE

John Labate, Chairman

Jim Hesketh

Brian Labadie

The information contained above in this section titled “Audit Committee Report” will not be considered “soliciting material” or to be “filed” with the SEC, nor will that information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing.

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. Labate and Mr. Hesketh are the members of the Compensation Committee. The Compensation Committee met once during 2022.2023.

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 shareholderShareholder approval requirements; (f) review and approve the grant 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 Company’s incentive compensation plans and programs and compensation and retention strategy; (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 SEC; and (i) conduct an annual performance self-evaluation of the Compensation Committee. The Compensation Committee has not engaged compensation consultants but has the authority to do so under the Compensation Committee charter. Further, the Compensation Committee may form, and delegate authority to, subcommittees when appropriate. The processes and procedures used for the consideration and determination of executive compensation are described in the section of this Proxy Statement entitled "EXECUTIVE COMPENSATION."

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.

Health, Safety, Environment and Social Responsibility Committee

On April 19, 2022 the Board approved the charter for and formed the Health, Safety, Environment and Social Responsibility Committee (the “HS&E Committee”). The HS&E Committee met oncedid not meet during 2022.2023. The primary purpose of the HS&E Committee is to assist the Board in its oversight of the health, safety and environment of its employees and the communities where Solitario operates. In addition, the HS&E Committee is responsible for the oversite of Solitario’s efforts to promote social responsibility including but not limited to matters of diversity, inclusion and engagement in our operations and the communities where we operate. The HS&E Committee periodically reviews Solitario’s operations in these areas to ensure compliance with applicable legal and regulatory requirements related to these matters.

The members of the HS&E Committee are appointed annually by the Board at the first meeting of the Board following the annual general meeting and shall each serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The Board may remove the members of the HS&E Committee, with or without cause by a majority vote of the Board. Any vacancy in the HS&E Committee occurring for any cause will be filled by a majority vote of the Board then in office. A chairperson of the HS&E Committee is appointed by the Board to: (i) provide leadership to the HS&E Committee; (ii) manage the affairs of the HS&E Committee; and (iii) ensure that the HS&E Committee functions effectively in fulfilling its duties to the Board and the Company. Ms. Austin, Mr. Hesketh and Mr. Herald are members of the HS&E Committee. Ms. Austin is the chairperson.

Compensation Committee Interlocks and Insider Participation

Mr. Labadie, Mr. Labate and Mr. Hesketh are the members of the Compensation Committee and are “independent” in accordance with the definition of independence set forth in the NYSE American Company Guide. No member of the Compensation Committee is currently, or has been, an officer or employee of Solitario for the last three years or had a relationship with Solitario required to be disclosed pursuant to Item 404 of Regulation S-K.

Compensation Committee Report

The Compensation Committee has reviewed, evaluated and discussed the (i) allocation of executive compensation, including the allocation of compensation between salary paid in cash and deferred compensation in the form of stock option grants and awards; (ii) 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) existing elements of executive compensation including salary, bonus and stock options, and (iv) performance of our existing executives, including our Chief Executive Officer (“CEO”), against general targets and goals including budgets, exploration activities and success, the performance of our stock and other measures. Neither the Compensation Committee nor management has engaged any compensation consultants in determining or recommending the amount or form of executive or director compensation in the last year. The Compensation Committee has reviewed recommendations prepared by our CEO for levels of compensation for Mr. Hunt, our Chief Operating Officer, and Mr. Maronick, our Chief Financial Officer. The Compensation Committee has reviewed and discussed with management the Company's “Executive Compensation” section of this Proxy Statement. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Executive Compensation be included in this 20232024 Proxy Statement and included by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.2023.

COMPENSATION COMMITTEE

Brian Labadie, Chairman

Jim Hesketh

John Labate

The information contained above in this section titled “Compensation Committee Report” will not be considered “soliciting material” or to be “filed” with the SEC, nor will that information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act 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 the Common Stock and other equity securities of Solitario. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish Solitario with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of reports filed pursuant to Section 16(a) of the Exchange Act, all filing requirements under Section 16(a) applicable to our officers, directors and beneficial owners of more than 10 per cent of our common stock were timely filed with respect to fiscal year 2022 except that Mr. Crumb did not timely file one report related to an option granted on September 8, 2022 exercisable to purchase of 170,000 options with an exercise price of $0.60 per share.2023.

. 

Shareholder and Interested Party Communications

We endeavor to keep all shareholdersShareholders well informed as to the financial performance of the Company, primarily by means of its annual and quarterly reports, current reports on Form 8-K and by press releases. The Board and management of Solitario are receptive to shareholderShareholder feedback in any form. It is Solitario's policy to receive and respond promptly to shareholderShareholder inquiries while being guided by legal requirements as well as the Company's policies with respect to confidentiality and disclosure requirements. The Board is also receptive to communications received from interested parties who are not shareholdersShareholders and may respond to such communications as appropriate. Shareholders or other interested parties wishing to send communications to the Board should write to either the Chairman of the Board or to the Corporate Secretary at the following address: Solitario ZincResources 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,Shareholder, if any, 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. The Chairman of the Board or the Corporate Secretary, as applicable, will forward such communication to the members of the Board, the non-management members of the Board, or a specific committee of the Board.

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 is entitled to determine the terms of such indemnification, including advancement 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. Solitario’s Bylaws, subject to certain exceptions, provide that directors are entitled to indemnification with respect to proceedings that arise by reason of the fact that he or she is or was a director (or officer) of Solitario, or who, while a director (or officer) of Solitario, is or was serving at the request of Solitario as a director, officer, employee or agent of Solitario or another corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan.

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 ZincResources Corp., 4251 Kipling St, Suite 390, Wheat Ridge, CO 80033.

Board Leadership and Risk Oversight

We have maintained separate individuals in the position of 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 shareholdersShareholders 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 CEO. 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.

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 Company’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 CEO 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 short-term investing and 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 HS&E Committee is responsible for the oversite of Solitario’s risks related to the health and safety of our employees, contractors and the environments in which Solitario operates. 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.

We are dependent upon information technology systems in the conduct of our operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Management has implemented cybersecurity safeguards to Solitario’s systems, and periodically reports to the Audit Committee and the full board updates and changes to its cybersecurity systems as well as risks and any cybersecurity incidents. Solitario did not experience any material cybersecurity breaches during 20222023 or 2021.2022.

We face risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt our operations and may materially and adversely affect our business and financial conditions. Our business still could be adversely impacted by the effects of the COVID-19 or other epidemics or pandemics. Solitario continues to monitor the effects of COVID-19 on its operations and at times during the pandemic. We took pro-active steps to address the impacts on its operations, including at times reducing costs, in response to the economic uncertainty associated with potential risks from COVID-19. New outbreaks of the pandemicpandemics in the U.S. and abroad have at times, and in the future may, adversely impact our business including without limitation, planned exploration programs at our Florida Canyon, Lik and Golden Crest projects, employee health, workforce productivity, increased insurance premiums, limitations on travel, labor shortages and the availability of industry experts and personnel, the timing to process drill,drilling information, other metallurgical testing, supply chain constraints that impede exploration operations, and other factors that will depend on future developments beyond our control, which may have a material and adverse effect on our business, financial condition and results of operations.

There can be no assurance that we will not be impacted by COVID-19 or other pandemic diseases and that we could ultimately see our workforce productivity reduced or incur increased medical costs or insurance premiums as a result of these health risks.

Compensation of Directors

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

All the above referenced fees were as of December 31, 2022.2023. Director fees are paid quarterly during the year. Fees cover participation in all board and committee meetings, including the position of all committee chairmen (excluding audit chairman who receives an additional fee). A deduction may be made for any regularly scheduled board meeting (four quarterly meetings) that is missed. In January 2022,There were no changes in the Compensation Committee increased the Annual Director retainer fee to $9,800 ($2,450 per quarter)fees during 2023 from $8,000, the Annual Chairman fee to $2,300 ($575 per quarter) from $2,000 and the Annual Audit Committee Chairman fee to $2,300 ($570 per quarter) from $2,000 effective January 1, 2022.

The following table provides summary information regarding compensation earned by our directors during the fiscal year ended December 31, 2022:2023:

EXECUTIVE OFFICERS

The following biographies describe the business experience of our executive officers (each being a "Named Executive Officer" as defined in Item 402 of Regulation S-K):

Christopher E. Herald – See the biography above under the heading “Identification of Directors.”

Walter H. Hunt (72)(73) has been Chief Operating Officer of Solitario since June 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 40 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 Master of Science degree in geology from the Colorado School of Mines and a Bachelor of Science degree in geology from Furman University.

James R. Maronick (67)(68) 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 from the University of Notre Dame with a Bachelor of Business Administration in accounting and received his Masters’a master of finance degree in finance from the University of Denver.

Family Relationships

There are no family relationships among any director, executive officer, or person nominated or chosen by the Company to become a director of Solitario.

Business Experience

The business experience of each of our directors is set forth above under “Identification of Directors” and the business experience of those executive officers who are not also our directors is set forth above under “Executive Officers.”

The directorships held by each of our directors in any company with a class of securities registered pursuant to Section 12 of the Exchange Act, or subject to Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended, are set forth above under “Identification of Directors.”

Involvement in Certain Legal Proceedings

During the past ten years, except as disclosed below regarding Mr. Hesketh, none of the persons serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the U.S. Commodity Future Trading Commission to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

Mr. Hesketh previously held the position of President, CEO and Director of Atna Resources. Long-term weakness and declining gold prices commencing in 2012 caused Atna Resources to experience several years of operating losses. On November 18, 2015, Atna Resources filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Colorado (the “Bankruptcy Court”). On November 30, 2016, a motion was entered with the Bankruptcy Court titled, “Findings of Fact, Conclusions of Law and Order under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming Debtor’s Joint Chapter 11 Plan of Liquidation” (the “Plan of Liquidation”). The Plan of Liquidation was effective December 31, 2016. On that date, Mr. Hesketh was terminated as an employee and officer of Atna Resources.

EXECUTIVE COMPENSATION

The following discussion provides information regarding the compensation program for Solitario's Named Executive Officers for 2022.2023.

Objectives of the Company’s Compensation Program

The Compensation Committee has responsibility for approving the compensation program for Solitario's Named Executive OfficersNEO’s and acts according to a charter that has been approved by the Board and is available on the Company website at www.solitarioxr.com. The compensation program is designed to attract, retain and reward our executives who contribute to Solitario's long-term success. This in turn is intended to build value for Solitario and its shareholders. The program is based upon three fundamental principles:

(1)A substantial portion of Solitario's Named Executive Officer compensation should be performance and equity-based to achieve alignment with shareholder interests.

This principle is accomplished in two primary ways: first, through the award of stock options or other equity awards contemplated in the equity compensation plans adopted by Solitario, in an amount and with such terms that are intended to encourage our Named Executive OfficersNEOs to promote the long-term growth and performance of Solitario as may be reflected in the price of our Common Stock as quoted on the TSX and the NYSE American.

Second, this is also reflected in terms of cash compensation in the form of cash bonuses. These bonuses are set by the Compensation Committee, in its sole discretion, in a range of zero to 100% of base salary. The extent to which bonuses are paid depends entirely on the extent to which the Compensation Committee believes Solitario has met its development, exploration, budget and shareholderShareholder goals, as set by the Compensation Committee and the current and expected financial condition of the Company. During 2022,2024, the Compensation Committee awarded total bonuses of $196,000 earned in 2023 to our NEOs, which was paid in January 2024. The Compensation Committee awarded bonuses of $15,000$62,000 to each of our Named Executive Officers.NEOs in 2022 which was paid in January 2023. The primary driver for this was the successful addition and ongoing exploration of the Golden Crest project in South Dakota, which the Company believes has proven to be a highly prospective exploration project. Secondly, the success of the Company in completing private placements for cash proceeds of $7,120,000 during 2023, contributed to the financial security of the Company. In addition, the Compensation Committee believes the performance of the price of Solitario’s Common Stock during 20222023 was impacted by the positive exploration results at the Golden Crest project, although the price of Solitario’s Common Stock, is also impacted by a number of factors (many of which were not in the control of our Named Executive Officers)NEOs). The grant of options during 2022 was not directly or indirectly tied to any Company financial performance metrics (such as net income or asset valuations) as reported in Solitario’s annual or quarterly financial statements. The Compensation Committee did not award anyawarded bonuses duringof $15,000 to each of its NEOs for a total bonus of $45,000 the year ended December 31, 20212022 to any Named Executive Officerits NEOs primarily based upon their review of the success of the Golden Crest project and the performance of the price of the Company’s Common Stock during 20212022 and 2020.2021.

(2)Solitario's compensation program for Named Executive OfficersNEOs is intended to enable the Company to compete for the best executive talent available.

The Compensation Committee believes shareholders are best served when the Company can attract and retain the highest caliber executives appropriate for a company of our size and complexity. This is done with compensation packages we believe to be fair and competitive. Our Named Executive OfficersNEOs have served Solitario for many years. During 20222023 and 20212022 the Compensation Committee reviewed published compensation surveys and publicly available compensation disclosures of several of our peer group companies (“Peer Group Companies”) for which Solitario competes (or may compete) for executive talent as the Compensation Committee believes that each of these public companies share some attributes of Solitario with regard to similar size, and in a similar industry as Solitario. These Peer Group Companies included the following companies:

These reviews were not used to create specific benchmarks applicable to our Named Executive OfficerNEO compensation levels. These reviews were used to inform the Compensation Committee of current standards in the industry as such standards may relate, in their independent judgment, to appropriate modifications to Solitario's existing compensation levels. During much of 20222023 and 2021,2022, Solitario's activities were generally focused on (i) the acquisition and expansion of the mineral claims as well as the initialongoing exploration of the Golden Crest project; (ii) the negotiation and securing of certain non-brokered equity private placements with cash proceeds of $7,120,000 to the Company, with no broker fees or warrants; (iii) the exploration planning and evaluation of the potential of the Lik deposit with our joint venture partner Teck; (iii)(iv) the evaluation and planning of the potential of our Florida Canyon project with our joint venture partner Nexa Resources Ltd. and (iv)(v) the evaluation of mineral properties for acquisition and or junior mining companies with mineral properties for strategic investment in the form of potential merger, acquisition or sale. The focus of Solitario during the two most recent fiscal years did not directly compare in all cases to the activities of the Peer Group Companies. Accordingly, the Compensation Committee took the difference in focus into consideration when reviewing the compensation of Solitario’s Named Executive OfficersNEOs compared to the Peer Group Companies. Additionally, Solitario has traditionally maintained a very minimal staff and the difference in the number of total employees of Solitario, which currently has threeseven full-time employees world-wide (excluding certain contractors), compared to the Peer Group Companies, does not lend itself to effective use of specific benchmarks.

During 2022,2023, the Compensation Committee, in consultation with the Named Executive OfficersNEOs decided to increase the annual salaries of the Company’s Named Executive Officers,NEOs, effective as of January 1, 2022;2023; with the salary of Mr. Herald being increased to $155,000$172,000 from $138,000,$155,000, the salary of Mr. Hunt being increased to $140,000$152,000 from 121,000,140,000, and the salary of Mr. Maronick being increased to $135,000$150,000 from $120,000.$135,000. In setting these salary amounts the Compensation Committee noted that the significant historical and anticipated future contributions of each of these NEOs to the Company’s projects and operations, and the salaries of Mr. Herald, Mr. Hunt and Mr. Maronick remained below the average salaries of comparable positions in peer group companies by orfor Mr. Herald, Mr. Hunt and Mr. Maronick.

(3) Solitario's compensation program for the Named Executive OfficersNEOs should be fair to the executive, the Company and all its employees and perceived as such, both internally and externally.

The Compensation Committee strives to create a compensation program that promotes good corporate practice, encourages our Named Executive OfficersNEOs to perform at a high level and promotes teamwork among our employees. The Compensation Committee takes these goals into consideration by comparison of executive pay in relation to all other Solitario salary costs for internal consistency, and by comparison to both Peer Group Companies and industry salaries for external consistency. In addition, the compensation program is intended to enhance shareholder value and the Compensation Committee strives to provide transparency and full disclosure to all interested parties.

The Compensation Committee has broad discretion to set compensation for Solitario’s named executive officers.NEOs. The Compensation Committee has never exercised its authority to recover salary, bonuses or stock option awards or other equity awards made to Named Executive Officers.NEOs. The Compensation Committee believes the granting of equity and other rewards to Solitario’s named executive officersNEOs are entirely discretionary and are performance based. This is supported by the fact that in the last five years no equity awards at all have been granted in threetwo of those five years. The performance metrics the Compensation Committee evaluates, are almost exclusively related to non-financial operational activities such as exploration results for example positive assay results from soil and rock sampling, drilling results, equity and or debt financing, changes related to mineral resources and increases or decreases in the price of the Common Stock as quoted on the NYSE American, that the Compensation Committee believes are significantly related to the operational activities of the Company. In addition, the Compensation Committee has the ability to consider prior compensation (e.g. gains from prior option grants or other equity awards) in setting current compensation, however it has no formal procedure or requirement to do so. The Compensation Committee does not set or utilize benchmarks of any kind to set, evaluate or allocate compensation. There have been no actions taken or adjustments made to the process of setting executive compensation discussed herein by the Compensation Committee subsequent to December 31, 2022.2023.

Key Elements of Executive Compensation

The elements of the Company’s compensation program are intended to balance long term and short-term compensation for its executives and attempt to motivate executives to provide excellent leadership and achieve Company goals by linking short-term (such as salaries and benefits) and long-term incentives (such as equity-based compensation) to the achievement of business objectives, thereby aligning the interests of executives and shareholders.Shareholders. In addition, the Compensation Committee recognizes the performance of the Common Stock is often influenced by the general investment climate of the junior mining industry and other macro-economic factors, which are not within the control of the Named Executive Officers.NEOs. The key elements of the compensation of the Named Executive OfficersNEOs are outlined below. The Compensation Committee considers shareholderShareholder input when setting compensation for Named Executive Officers.NEOs. At our 20222023 annual meeting of shareholders,Shareholders, greater than 98%95% of the votes cast on the advisory vote on executive compensation were in favor of our executive compensation program. The Board of Directors and the Compensation Committee reviewed these vote results and determined that, given the significant level of support, no major re-examination of our executive compensation program was necessary at that time.

(1) Base Salary

The Compensation Committee attempts to provide a base salary to the Named Executive OfficersNEOs that is commensurate with their review of the Peer Group Companies. The Compensation Committee increased the base salary for the Named Executive OfficersNEOs during 2022,2023, as discussed above, during its meeting in January of 2022.2023. Increases or decreases in base salary are dependent on the Compensation Committee's evaluation of each individual Named Executive Officer’s performance, the effect of a peer group review, the performance of the entire Company relative to the Company’s general goals and objectives, and the Company’s current and projected financial resources. No Named Executive Officer receives minimum base salary payments pursuant to any employment agreement, or other agreement. The Compensation Committee has authority from the Board to set the base salary of our executives at any amount it believes is appropriate. Although the Compensation Committee, reviews the accomplishments of the Named Executive OfficersNEOs against general goals of the Company, such as planned exploration programs, potential mineral property acquisitions and dispositions, evaluation of strategic opportunities, corporate financing activities and market price of our Common Stock, among other things, the Compensation Committee has full discretion to set compensation levels and has not set specific compensation levels to specific criteria. Some of the general criteria are discussed above.

(2) Bonuses

The Compensation Committee may provide bonuses to the Named Executive Officers,NEOs, in its sole discretion, based upon their evaluation of the individual Named Executive OfficerNEO in light of certain parameters, including, but not exclusively, the following:

In establishing its goals for any particular year, the Compensation Committee strives to ensure that the goals provide both an incentive and an attainable goal that provides shareholdersShareholders with the opportunity for return on their investment while minimizing corporate and shareholderShareholder risk to the extent possible. Although certain targets and goals related to certain operational goals such as potential property acquisitions and/or potential merger or acquisition activities, if any, are confidential, the Compensation Committee has attempted to structure these types of goals to be reasonable and obtainable by our Named Executive Officers,NEOs, without undue risk to the assets of Solitario. Due to the nature of Solitario's activities relating to (i) the evaluation of mineral properties for acquisition; (ii) the evaluation of strategic opportunities for a corporate merger, acquisition or sale; (iii) the acquisitionexpansion and initialon-going positive exploration of our Golden Crest project in South Dakota during 20222023 and 2021:2022: (iv) the exploration and evaluation of our Lik project in Alaska; (v) the exploration and evaluation of our Florida Canyon project in Peru and (vi) early-stage exploration of mineral properties located in Peru and North America, the goals for our Named Executive OfficersNEOs are not specifically related to traditional financial metrics, such as revenue growth, earnings or earnings per share. The operational targets and goals are more subjective and generally include (i) the evaluation and negotiation of related agreements for the acquisition or disposition of mineral property; (ii) evaluation of strategic opportunities; (iii) land and royalty joint ventures on our existing properties, (iv) exploration activities and success, both on our own and through joint ventures; (v) training and retaining employees or contractors and (vi) operational activities including: maintaining adequate liquidity to fund future exploration activities, financial reporting and disclosure, and shareholder return. The Compensation Committee also evaluates the financial strength and prospects for the junior exploration segment of the mining industry. The Compensation Committee reviews the annual goals with the Named Executive OfficersNEOs at or near the start of each year. The evaluation of the performance of our Named Executive Officers,NEOs, relative to the goals outlined herein, has been and is expected to continue to be at the discretion of the Compensation Committee. As discussed above, the Compensation Committee awarded bousesbonuses of $15,000$62,000 paid during 2023 and total bonuses of $45,000 paid during 2022 to each of our three Named Executive officers in 2022 and the Compensation Committee did not award any bonus during the year ended December 31, 2021.NEOs.

(3) Equity

The only equity compensation our Named Executive OfficersNEOs have historically received is in the form of stock options granted pursuant to the 2013 Plan,our equity compensation plans adopted by our Shareholders, with the exercise price of such options equal to the current market value of our Common Stock at the date of grant. The Compensation Committee believes that a portion of our Named Executive Officers’NEOs’ compensation should be performance based and tied to the long-term value of the Company. The Compensation Committee also believes that our compensation policies should be fair to our shareholdersShareholders and be focused on our long-term viability. The Compensation Committee believes the granting of stock options or other forms of equity-based compensation aligns the interests of the Named Executive OfficersNEOs with those of our shareholders and provides the incentive to manage the Company from the perspective of an owner of the Company. In addition, the Compensation Committee believes the vesting terms of the stock options granted from the 2013 Plan,our equity compensation plans, discussed below, provide that a significant portion of the compensation will be received at a future date, which provides a tempered longer-term incentive for our Named Executive OfficersNEOs as well as an incentive for them to remain with the Company.

The amount of all individual grants and the grant date of the stock options have been determined periodically by the Compensation Committee or by the full Board. All grants to date have, as of the date of the approval by the Compensation Committee (or the full Board, if requested by the Compensation Committee), an option exercise price at the fair market value equal to the quoted price of a share of Solitario stock on the NYSE American on the date of grant. Generally, all option grants from the 2013 Plan vest 25% on the date of grant and the remaining options vest at 25% per year on the anniversary of the grant over a three-year period.

The Company’s 2013 Solitario Resources Corp. Omnibus Stock and Incentive Plan (the “2013 Plan”) expired in 2023 and the Company could no longer grant awards from the 2013 Plan. There were no grants of options or other equity-based awards to our NEOs during 2023. On September 8, 2022, Solitario granted an aggregate of 2,360,000 options under the 2013 Plan including a total of 1,110,000 options to our Named Executive Officers.NEOs. The 2,360,000 options granted have a five-year life, exercise price of $0.60 per share and had a total grant date fair value of $876,000, based upon a Black-Scholes model with a volatility of 73%, and a risk-free interest rate of 0.3.4%3.4%. There were no grants of options or other equity-based awards to our Named Executive officers during 2021.

During 2023, the Shareholders of the Company approved the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”). In the future, our officers and directors may receive additional equity- basedequity-based awards pursuant to the 20132023 Plan, which may take the form of stock options or other forms of awards including restricted stock awards, restricted stock units or stock appreciation rights. There were no awards granted under the 2023 Plan to our NEOs during 2023.

Allocation between the Key Elements of Compensation

The Compensation Committee has broad discretion in allocating total compensation between the key elements of compensation discussed above. Each of the individual components of compensation is evaluated by the Compensation Committee independently and each component is not evaluated based upon the other components. The Compensation Committee has not developed a set formula (such as fair value of equity compensation to equal 50% of base salary) to allocate the elements of compensation to each individual Named Executive Officer.NEO.

Employment Agreements

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

Change in Control Agreements

The Compensation Committee and Solitario consider it essential to the best interest of its shareholdersShareholders to foster the continuous employment of key management personnel. In this regard, the Compensation Committee and Board recognize that, as is the case with many publicly held corporations and their subsidiaries, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.Shareholders.

Accordingly, on March 14, 2007, the Compensation Committee approved separate Change in Control Severance Benefits Agreements (each a "CIC") for each of the persons serving as our Named Executive Officers,NEOs, Mr. Herald, Mr. Maronick and Mr. Hunt. Each CIC provides for the payment of severance benefits if the employment of one of the Named Executive OfficersNEOs is terminated during a period of three years following the last day of the month in which a Change in Control of Solitario (as defined in the CIC) occurs equal to 2.5 times the base salary of the Named Executive Officer.NEO. In addition, any unvested stock options held by the Named Executive OfficerNEO will vest upon the Change in Control. The CIC provides an additional gross up for any taxes due as a result of Excise Tax, as defined by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).

Generally, the CIC defines a "Change in Control" as (i) a person acquiring more than 50% of the outstanding stock of the Company, (ii) the shareholdersShareholders of the Company approving a merger or acquisition whereby more than 50% of the outstanding shares held prior to the vote will be held by a new person or corporation, (iii) the shareholders of the Company approving the sale or disposition of substantially all of the company's assets, or (iv) the shareholders of the Company approving a plan of liquidation or dissolution of the Company.

Benefits are payable under each CIC after a Change in Control if the Named Executive OfficerNEO terminates his employment for "good reason," or is terminated by the Company, other than for "cause." "Good reason" is generally defined as a reduction in the compensation, or level of responsibility or forced relocation, among other things. "Cause" is generally defined in the CIC as the conviction of a felony, gross and willful failure to perform assigned duties, and dishonest conduct that is intentional and materially injurious to the Company.

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,NEOs, unless that compensation is performance based. The total non-performance-based compensation for any of our Named Executive OfficersNEOs did not exceed $1,000,000 during 2022,2023, 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.NEOs. The Company's Insider Trading Policy prohibits the Named Executive Officers,NEOs, as well as other insiders, who may have access to material inside information, from purchasing, selling, entering into short sale transactions, or engaging in hedging or offsetting transactions regarding the Common Stock during periods where such persons have access to material inside information.

Compensation Policies with Regard to Risk Management

The Board is responsible for the overall risk management of the Company. Solitario is subject to the inherent risks involved in the exploration and development of mineral properties and shareholdersShareholders should carefully review Item 1A, “Risk Factors,” in our Annual Report on Form2023 10-K for the year ended December 31, 2022.. However, Solitario does not have any compensation plans or incentives for our Named Executive OfficersNEOs or any employee for any risk-taking activity or risk management activities. Solitario does not engage in activities that have traditional incentives for financial risk-taking activities, such as buying or selling derivatives or other similar instruments, other than our limited use of derivatives to reduce our exposure to our holdings of Kinross Gold Corporation common stock and our holdings of Vendetta Mining Corp.

Role of the Chief Executive Officer in Compensation Decisions

Mr. Herald, our CEO, annually reviews the performance of all other Named Executive Officers.NEOs. The performance of Mr. Herald is reviewed by the Chairman of the Compensation Committee. The conclusions and recommendations, which include salary, bonus and equity grants, if any, are presented to the Compensation Committee, which has discretion in modifying or applying any of the recommendations for the Named Executive Officers.NEOs. The Compensation Committee presents its conclusions and recommendations to the Board for their input and review.

Summary Compensation Table

The following table provides summary information regarding compensation earned by our Named Executive Officers for the fiscal years ended December 31, 20222023 and 2021:2022:

SUMMARY COMPENSATION TABLE