The Board of Directors of the Company has fixed the close of business on April 30, 2018May [●], 2023 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. The approximate date of the mailing of the Proxy Statement, the enclosed annual report and form of proxy is May [●], 2018.2023. A complete list of shareholders will be available for examination at the Annual Meeting and prior to the Annual Meeting at our offices at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033beginning80033 beginning two business days after the date of the mailing of the enclosed Proxy Statement.

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

By Order of the Board of Directors

/s/James R. Maronick

Secretary

April [●], 20182023

Wheat Ridge, Colorado

PROXY STATEMENT

TABLE OF CONTENTS

Page

Solitario ZINC Corp.

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

(303) 534-1030

PROXY STATEMENT

This Proxy Statement (the "Proxy Statement") is furnished in connection with the solicitation by the Board of Directors (the "Board of Directors” or the “Board") of Solitario Zinc Corp., a Colorado corporation ("Solitario" or the "Company"), of proxies in the accompanying form for use at the annual meeting of shareholders  to be held on June 19, 2018[●], 2023 at 10:00 a.m., Mountain Daylight Time, at the Company’s principal executive offices at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033, and any adjournment or postponement of such meeting (the "Annual Meeting").

Important Notice Regardingnotice regarding the Availabilityavailability of Proxy Materialsproxy materials for the Annual Meeting of Shareholders to be held on June 19, 2018:[●], 2023: This Proxy Statement, the accompanying proxy card, and our 20172022 Annual Report on Form 10-K for the year ended December 31, 20172022 (the "20172022 10-K") (without exhibits) (the “Proxy Materials”) are available online at www.solitarioxr.com.Shareholders cannot submit their vote at www.solitarioxr.com.  The shareholders will be able to vote on the internet at www.investorvote.com.

The 2017 Form2022 10-K is being maileddelivered to the Company's shareholders with this Proxy Statement.  Upon written request from any person solicited herein, addressed to the Corporate Secretary of Solitario at its principal offices at 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033, Solitario will provide, at no cost, a copy of the 2017 Form2022 10-K, filed with the Securities and Exchange Commission (the "SEC"), without exhibits.  A copy of any or all of the exhibits to the 20172022 10-K will be furnished for a fee, which will not exceed the Company's reasonable expenses in furnishing the exhibits.

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

You

Registered shareholders and any shareholders who requested to receive the Proxy Materials by mail are asked to sign, date, and return the accompanying proxy card (or otherwise vote electronically) regardless of whether or not you plan to attend the Annual Meeting.  The approximate date of the mailing Proxy Materials, where applicable, and of thisdelivery of a Notice of Internet Availability of Proxy Statement and the enclosed annual report and form of proxyMaterials (the “Notice”) is May [●], 2018. 2023.  The Notice contains instructions on how to access and review the Proxy Materials, including our proxy statement, and our annual report on the internet and how to access an electronic proxy card to vote on the internet or by telephone.  The Notice also contains instructions on how to receive a paper copy of the proxy.  If you receive the Notice by mail, you will not receive a printed copy of the proxy materials, unless you request one.  If you receive the Notice by mail and would like to receive a printed copy of our Proxy Materials, please follow the instructions in the Notice.  The Proxy Materials will be available on the internet at www.envisionreports.com/SLRQ2022.

Any shareholder returning a proxy by mail has the power to revoke it at any time before shares represented by the proxy are voted at the Annual Meeting.  A proxy may be revoked by a shareholder by the submission of a new proxy card with a later date or a written notice of revocation to the Company’s Corporate Secretary at the address on the cover of this Proxy Statement before the Annual Meeting.  Further, if a shareholder attends the meetingAnnual Meeting in person, he or she may request that a previously submitted proxy not be used.  Any shares represented by an unrevoked proxy will be voted unless the shareholder attends the Annual Meeting and votes in person.  A shareholder's right to revoke his or her proxy is not limited by, or subject to, compliance with a specified formal procedure, but written notice should be given to the Corporate Secretary of Solitario at or before the Annual Meeting.Meeting If a shareholder holds shares in street name at a broker or through a retirement or savings plan or other similar plan, the shareholder may need to  check the voting instruction card or contact his, her or its broker, nominee, trustee or administrator to determine whether that shareholder will be able to revoke or change a vote.

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

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

Arrangements will also be made with brokerage firms and other custodians, nominees, and fiduciaries to forward proxy solicitation material to certain beneficial owners of Common Stock (as defined below) and Solitario will reimburse such brokerage firms, custodians, nominees, fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

SHARES OUTSTANDING; VOTES REQUIRED; BOARD RECOMMENDATIONS

The holders of shares of Solitario's issued and outstanding $.01 par value common stock (the “Common Stock”) at the close of business on April 30, 2018,May [●], 2023, the record date, are entitled to vote at the Annual Meeting. On April [●], 20182023 there were [●]64,801,373 shares of Common Stock outstanding and itwhich is expected thatestimated to be the same number of shares will be outstanding on the record date. Each outstanding share of Common Stock entitles its holder to one vote. The presence in person or by proxy of holders of record of a majorityone third (33%) of the outstanding shares of Common Stock is required to constitute a quorum for the transaction of business at the Annual Meeting. Solitario Shares of Common Stock held by persons who abstain, and broker non-votes will be counted as present in determining whether a quorum is present at the Annual Meeting. In the event there are not sufficient votesshares of Common Stock represented in person or by proxy for a quorum or to approve anyone or more of the proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

If a quorum is present at the Annual Meeting:

The Board of Directors unanimously recommends that shareholders vote:

Proxies submitted properly will be voted in accordance with the instructions contained therein. If the proxy card is submitted but voting directions are not provided, the proxy will be voted “FOR” each of the sixseven director nominees; “FOR” the approval ofName Change Amendment, “FOR” the Conditional Options;2023 Plan, “FOR” the advisory vote on executive compensation, “FOR” every year as the frequency the Company will submit its executive compensation to the shareholders for an advisory vote; and “FOR” ratification of the appointment of EKS&H LLLPPlante Moran as our independent registered public accounting firm, and in such manner as the proxies named on the proxy card, in their discretion, determine upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

If your shares are held through a broker, bank or other nominee (collectively referred to as “brokers”), the broker will vote your shares according to the specific instructions it receives from you. If the broker does not receive voting instructions from you, the broker is only deemed present and entitled to vote on a proposal that is considered a “routine” matter without specific instruction from the shareholder. The ratification of EKS&H LLLPPlante Moran is a routine matter; however, each of the other proposals being considered at the Annual Meeting is not considered a “routine” matter. Accordingly, if you do not give instructions to your broker, the broker will not be deemed present at the time of the vote on each non-routine matter and will not be deemed authorized to vote your shares with respect to the non-routine matters being considered at the Annual Meeting. The broker’s failure to vote because it lacks discretionary authority to do so, commonly referred to as a “broker non-vote,” will not affect the outcome of the vote on the non-routine matters being submitted at the Annual Meeting because they will not be deemed present at the time of the vote for those matters. For the proposal to ratify the appointment of EKS&H LLLPPlante Moran as the Company’s independent registered public accounting firm ano broker non-vote would have the effect of a vote against that proposal. However, there should not be any broker “non-votes” are expected on this proposal because it will likely be deemedis a “routine” matter upon which brokers may vote without specific direction from holders of shares in “street name.”

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT

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

As described in the notice, we will hold the Annual Meeting at the offices of Solitario located at 4251 Kipling St., Suite 390, Wheat Ridge, Colorado 80033. The Annual Meeting is scheduled for June 19, 2018[●], 2023 at 10:00 a.m. Mountain Daylight Time. If you expect to attend the Annual Meeting in person, please call Solitario at (303) 534-1030 to ensure that sufficient accommodations are prepared.

2. Who is asking for my vote?

The Board of Directors is sending the Notice and providing this Proxy Statement along with other soliciting materials and the enclosed proxy card to you and all other persons who are shareholders of record of Solitario as of the close of business on April 30, 2018.May [●], 2023. The Board of Directors is soliciting your vote for our Annual Meeting.

3. Who is eligible to vote?

Shareholders of record who own shares of Common Stock at the close of business on the record date are eligible to vote. Each outstanding share of Common Stock is entitled to one vote.

4. Might the Annual Meeting be adjourned?

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

5. Why did you send me this booklet?

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

6. How do I vote?

Registered Shareholders

There are twodifferent methods by which registered shareholders (“Registered Shareholders”), whose names are directly shown on the books or records of the Company as owning shares of Common Stock, can vote their shares at the meetingAnnual Meeting in person or by proxy. Should a Registered Shareholder wish to vote in person at the Annual Meeting, that person should attend the meeting where his or her vote will be taken and counted. Should the Registered Shareholder not wish to attend the meeting, his or her vote may be voted by proxy through one of the methods below.

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

Voting by Internet.A Registered Shareholder may vote by Internet by accessing the following website: www.investorvote.com. When you log on to the site you will be required to input a control number as instructed on the notice and/or form of proxy. Registered Shareholders may vote by internet up to 5:00 p.m. (MDT) on June [●], 2023.

Voting by Telephone: A Registered Shareholder may vote by telephone by calling the toll-free number 1-866-732-8683. When you telephone you will be required to input a control number as instructed on the notice and/or form of proxy. Registered Shareholders may vote by telephone up to 5:00 p.m. (MDT) on June [●], 2023.

Voting by Mail.A Registered Shareholder may vote by mail by completing, dating and signing the enclosed form of proxy and mailing it to Computershare Investor Services Inc. in the envelope provided for receipt no later than 5:00 p.m. (MDT) on June 15, 2018.[●], 2023. Joint owners must each sign the proxy card.

Voting by Internet. A Registered Shareholder may vote by Internet by accessing the following website: www.investorvote.com. When you log on to the site you will be required to input a control number as instructed on the form of proxy. Registered Shareholders may vote by internet up to 5:00 p.m. (MDT) on June 15, 2018.

Voting by Telephone:A Registered Shareholder may vote by telephone by calling the toll-free number 1-866-732-8683 from a touch tone phone. When you telephone you will be required to input a control number as instructed on the form of proxy. Registered Shareholders may vote by telephone up to 5:00 p.m. (MDT) on June 15, 2018.

Beneficial Shareholder

If you own your shares through a broker-dealer or other nominee (a “Beneficial Shareholder”) you must vote your shares as instructedin the manner provided by that broker-dealer or other nominee. If you own your shares through a broker-dealer or other nominee, you are not considered to be a shareholder of record, and you will not be permitted to vote your shares in person at the Annual Meeting, unless you have obtained a proxy for those shares from the personnominee who holds your shares of record. Beneficial Shareholders should ensure that instructions respecting the voting of their shares of Common Stock are communicated to the appropriate person at the broker-dealer or other nominee where your shares are held.

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

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

8. How can I obtain more information about Solitario?

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

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

The rules of the NYSE American Exchange (the “NYSE American”) and Colorado state law require Solitario to hold an annual meeting of shareholders to, among other things, elect directors. At the Annual Meeting shareholders are being asked to consider certain proposals that are commonly considered at an annual meeting of shareholders for a publicly reporting company, being the election of a slate of directors (Proposal No. 1), the approval of the Company’s executive compensation program (Proposal No. 3)4), the advisory vote on the frequency that the Company will ask shareholders to hold an advisory vote on the Company’s executive compensation program (Proposal No. 4) and the ratification of the Company’s independent public accounting firm for fiscal 20182023 (Proposal No. 5). In addition:

In addition, at the Annual Meeting, you will be asked to consider and vote to approve the grant of options for an aggregate of 2,300,000 common shares, granted on September 1, 2017 pursuant to the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (the “2013 Plan”) to officers and directors of Solitario (the “Conditional Options”). The Conditional Options, were granted subject to shareholder approval. Solitario is not obligated by law or the rules of the NYSE American or the Toronto Stock Exchange (“TSX”) to separately seek shareholder approval of the grant of the Conditional Options but has elected to permit shareholders the opportunity to review, consider and approve this award granted under the 2013 Plan.

	·	Proposal No. 2: Solitario’s primary assets have become more diverse with the addition of its right in the Golden Crest project in South Dakota. In addition, Solitario has continued to evaluate, and is currently investigating, other exploration projects in various target metals for potential acquisition and exploration. The Board believes that the name of Solitario Zinc does not generally reflect the spectrum of our activities and assets. As a result of the broadening of our assets and focus, Solitario is seeking to amend its Articles of Incorporation to change in its corporate name to Solitario Resources Corp. to better reflect the focus and direction of the Company, and as required by Colorado law is seeking shareholder approval of the proposed amendment.
	·	Proposal No. 3: The 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (the “2013 Plan”) will expire on June 17, 2023, at which time no additional options may be granted from the 2013 Plan. In order for the Company to have the flexibility to offer stock options and other equity compensation on March 29, 2023 the Board of Directors approved the 2023 Plan, as further described below, subject to shareholder approval at the 2023 Annual Meeting, for inclusion in this Proxy Statement.

10. What will happen if the Conditional Options are not approved?

If the Solitario shareholders do not approve the grant of the Conditional Options, the options will be void and may not be exercised.

FORWARD LOOKING STATEMENTS

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

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board currently consists of sixseven directors. The directors electedWe are asking the shareholders to vote to elect the following nominees to our Board of Directors at the Annual Meeting who will each serve until the next annual meeting of shareholders or until their successors are elected or appointed and qualified.qualified or until any such director’s earlier death, resignation or removal. Unless thea vote is withheld by the shareholder, the proxies solicited by the Board will be voted for the election of each nominee. The sixseven nominees who receive the most votes will be elected. If a shareholder does not vote for a nominee or indicates to "withhold" authority to vote for a nominee on the proxy card, that shareholder's vote will not count either for or against the nominee. If any nominee shall not be a candidate for election as a director at the meeting, it is intended that votes will be cast pursuant to the enclosed proxy for any substitute nominees as may be nominated by the existing directors. No circumstances are presently known which would render any nominee named below unavailable to serve as a director.

Identification of Directors

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

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

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PROPOSAL NO. 2:If the Name Change Amendment is approved by the shareholders at the annual meeting Solitario expects to promptly file the name change with the Secretary of State of Colorado.  However, the Board of Directors retains the discretion as to when to effect the amendment, and reserves the right to not effect the amendment if it determines  the it is not in the Company’s best interest to effect the Name Change Amendment.  If the Name Change Amendment is effected, Solitario will obtain a new CUSIP number for all existing shares as may be required under the rules and requirements of the TSX, NYSE American and FINRA, however, Solitario expects that its common stock will still trade under the symbol “XPL.”  Solitario will undertake any required additional administrative tasks as a result of a name change, if effected.

It is not expected that current shareholders will be required to turn in their old certificates or take any other action to allow for the trading of their current shares upon the Name Change Amendment being approved by the shareholders and later implementation by the Company.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR

APPROVAL OF THE GRANTNAME CHANGE AMENDMENT

PROPOSAL NO. 3: APPROVAL OF THE CONDITIONAL OPTIONS2023 SOLITARIO STOCK AND INCENTIVE PLAN.

a) Compensation Plans approved by shareholders

We are asking Solitario shareholders to approveOn April 28, 2013, the September 1, 2017 grantBoard of the Conditional Options. The

Conditional Options represent options to acquire an aggregate of 2,300,000 shares of Common Stock and were issued under the 2013 Plan. The Conditional Options were grantedDirectors approved, subject to shareholder approval, The 2013 Solitario Exploration & Royalty Omnibus Stock and Incentive Plan (the “2013 Plan”), which was approved by shareholders and became effective June 18, 2013. Under the terms of the 2013 Plan, as amended, a total of 5,750,000 shares of Solitario common stock are reserved for awards to directors, officers, employees and consultants. Awards granted under the 2013 Plan 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. The 2013 Plan terminates on June 17, 2023 and no more awards may be granted under the Plan as of that date. As of April [●], 2023 option awards for 5,390,000 shares have a five-year life, anbeen granted of which option awards for 3,550,000 shares are vested and may be exercised.

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 [●], 2023. The total number of shares of Solitario Common Stock available for issue from the exercise price of $0.77 per shareall vested options from the 2013 Plan as of April [●], 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 aIncentive 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 date fair value of $970,000, basedawards may be made upon a Black-Scholes modeltermination of the plan with a volatility of 64%, and a risk-free interest rate of 1.70%. If approved, the Conditional Optionsresult that the Company will be deemed issued and will vest 25% on approval, 25% on September 1, 2018, 25% on September 1, 2019 and 25% September 1, 2020. The Conditional Options may not be exercised in wholeunable to provide stock-based incentives to new or inexisting officers, directors, employees or consultants of Solitario; (ii) historically the granting of stock-based compensation through options has been an integral part unless Solitario shareholders approveof the grants at this Annual Meetingcompensation of these individuals, as discussed below, and the option grantsBoard 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 be void if Solitario shareholders do not approvequalify as incentive options pursuant to the grants. AsInternal Revenue Code (the “Code”); and (iv) to comply with Section 711 of the Conditional Options were subject toNYSE American Company Guide, which requires shareholder approval none of the Conditional Options were considered outstanding,equity compensation plans in which officers, directors, employees, or exercisable as of December 31, 2017.consultants may participate.

The Conditional Options were granted2023 Plan is intended to provide incentives to officers, employees, (including members of the Board of Directors) and consultants who contribute to the following officers and directors:

success of the Company. The Board of Directors believes that equity-based compensation is an important and entirely appropriate element of the compensation of Board members and executive officers. The Board believes that stock options (and other forms of equity compensation) may provide the means of ensuring the stability of the Board and further aligningthis also will help to align the interests of Board membersits management, directors, employees and executive officersother personnel with those of Solitario and its shareholders. This stability and interest alignment is believed to be in the best interests of all 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 [●], 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 equity awardssuch 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 20132023 Plan isshall be consistent with the responsibilityTrading 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 Board (or2023 Plan ends on a committee of the Board), as the Board believes it (orday occurring within a committee of the Board) is in the best positionBlackout Period or within ten business days thereafter, such Award shall continue to evaluate equity-based awards to Board members, executive officers and other personnel. Except for Mr. Atzmon and Mr. Crumb, none of the officers and directors of Solitario currently hold any stock options. The terms of the Conditional Options were granted in accordance withbe exercisable under the terms of the 20132023 Plan andup to 5:00 p.m. (Denver time) on the Board believes that making equity-based awards totenth business day following the end of such Blackout Period.

Prohibition on Re-pricing Awards

Without the approval of the Company’s officersstockholders, 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 directors is an important componentreplacement 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 compensationCompany, issuance of such persons. The grantwarrants or other rights to purchase shares or other securities or other similar corporate transaction or event affects the common stock of the Conditional Optionscompany such that an adjustment is being submittedappropriate in order to prevent dilution or enlargement of the Solitario shareholders for approvalbenefits or potential benefits intended to be made available under the 2023 Plan, then the Committee shall, in part because Solitario does not have a regular policy or pattern in whensuch manner as it grants equity awards to officersmay deem equitable, adjust the price, number of shares and directors,any performance based vesting condition of any award and the number of shares reservedavailable under the 20132023 Plan.

Transferability of Awards

Awards under the 2023 Plan was recently increased,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 Board believes that it is good corporate governance, given the recent Acquisition to submit this awardamount of the ConditionalCompany’s tax deduction, may be determined as of the end of such period.

2023 Plan Benefits and Stock Options for shareholder approval. Solitario does not expect to submit to its shareholders approvalGranted Under the 2023 Plan

As of future grants ofApril [●], 2023 no options or other equity awardsAwards 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 its officers, directorsyear and from participant to participant and are not determinable at this time. Future benefits or other personnel.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 OF DIRECTORS RECOMMENDS ATHAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE GRANT OF THE CONDITIONAL OPTIONS2023 PLAN.

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PROPOSAL NO. 3:

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 “Compensation Discussion and Analysis”“Executive Compensation” below, our executive compensation program is structured to align the interests of our executive officers (each of whom is a shareholder of the Company) with those of our non-affiliated shareholders and to fairly reward them for creating shareholder value and for achieving ourhelping 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 rewarding performance that supports our principles of building shareholder value, and we may alsoto recognize individual performance from time to time.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 Officers 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 shareholders the opportunity to express their views on our fiscal year 20172022 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 Officers and the policies and procedures described in this Proxy Statement. Accordingly, in accordance with Section 14A of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), we are asking our shareholders to approve the following resolution:

“RESOLVEDTHAT:

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 Compensation Discussion and Analysis,“Executive Compensation” section, the compensation tables, and any related material disclosed in this Proxy Statement for the 20172023 annual meeting.”

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

At the Company’s 20122018 annual meeting of shareholders, the shareholders 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 shareholders in accordance with the Dodd-Frank Act, Section 14A of the Exchange Act and the SEC’s rules. We are required to solicit shareholder preferences regarding the frequency of future advisory votes on executive compensation at least once every six (6) years, see Proposal No. 4, below. We currently expect that following this year’s vote, the next shareholder advisory vote on the Company’s executive compensation program will take place at the annual meeting of shareholders to be held in 2019, pending the results of the vote on Proposal 4, below.

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

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PROPOSAL NO. 4: 

ADVISORY VOTES ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTE

          In accordance with Section 14A of the Exchange Act, we are seeking an advisory vote from our shareholders on how often the Company should hold an advisory vote on executive compensation. You may vote for every: one, two or three years, or you may abstain from voting. At the Company’s 2012 annual meeting of shareholders, the shareholders 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.2024. We are required to solicit shareholder preferences regarding the frequency of future advisory votes on executive compensation at least once every six (6) years.

          The Board believes that our Accordingly, we anticipate soliciting the shareholders should consider our executive compensation, together with our corresponding long-term results, every year, as that will promote stability and is consistent withregarding their preference regarding the approach the Board takes in overseeing the business and managementfrequency of our 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, it may decide that it is in the best interests of Solitario and our shareholders to hold an advisory votefuture votes on executive compensation more or less frequently thanat the option approved by our shareholders.annual meeting of shareholders to be held in 2024.

THE BOARD RECOMMENDS ATHAT THE SHAREHOLDERS VOTEFOR“ONE YEAR” APPROVAL OF THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS THE FREQUENCY OF FURTURE SHAREHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION.

--------------------------------------------------------------DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL NO. 5:

RATIFICATION OF THE APPOINTMENT OF

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the Annual Meeting our shareholders are being asked to ratify the selection of EKS&H LLLPPlante Moran as our independent registered public accounting firm and to continue as such for fiscal year 2018.2023. Although the Company is not required to submit the selection of independent registered public accountants for shareholder approval, if the appointment of EKS&H LLLPPlante Moran as our independent registered public accounting firm for the year 20182023 is not ratified by shareholders, the Audit Committee will reconsider its appointment. The Board considers EKS&H LLLPPlante Moran 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. Representatives of EKS&H LLLP are expectedPlante Moran may choose to be present at the Annual Meeting and have the opportunity to make a statement and to respond to appropriate questions.

Audit Fees

The following table summarizes the aggregate fees billedaccrued by Solitario to Solitario by EKS&H LLLPPlante Moran for the fiscal years ended December 31, 20172022 and 2016.2021.

i.     Audit of our annual financial statements for 2017 and 2016.

ii.     Consents and other services related to SEC filings.

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 EKS&H LLLPPlante Moran during 20172022 and 20162021 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 EKS&H LLLPPLANTE MORAN AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Meetings of Board of Directors Annual Meeting Attendance

During the fiscal year ended December 31, 2017,2022, there were four meetings of the Board. Each of the incumbent directors attended each of those Board meetings. Each of the incumbent directors attended all meetings held by committeesat least 75% of the aggregate number of meetings of our Board (described below)and of the committee meetings on which theyhe or she served during 2017.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 meetings of shareholders and Board members are not required to attend such meetings. Mr. Herald was the only director that attended the annual meeting of shareholders held on June 29, 2017.21, 2022.

No material changes to the procedures for nominating directors by our shareholders, as described in the 2022 proxy statement filed with the SEC by the Company on May 24, 2017April 29, 2022 with respect to the 20172022 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 held two meetingsmet once during 2017. During 2017, the Nominating Committee approved the nominations of Mr. Atzmon and Mr. Crumb in connection with Solitario’s acquisition of Zazu (the “Acquisition”), and each were elected by the shareholders at the 2017 annual meeting. In addition,2022 the Nominating Committee approved the nomination of Mr. James Hesketh to replace Mr. Leonard Harris, who did not seek re-election at the 2017 annual meeting. The Nominating Committee approved the slate of directors submittedproposed to the shareholders for re-election at the Annual Meeting. ThereMeeting of shareholders. These recommendations were no director nominations forapproved by the Annual Meeting.Board of Directors on March 29, 2023.

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 based on his or her individual merits, taking into account the needs of the Company and the composition of the Board of Directors. The Nominating Committee does not have a policy regardinghas incorporated the consideration of diversity, including gender diversity, in identifying nominees for director; however, itdirector and does actively seek 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, and Company management) to fill vacancies and/or expand the Board of Directors. The committee will then evaluate each potential candidate's educational background, employment history, outside commitments and other relevant factors to determine whether he/she is potentially qualified to serve on the Board of Directors. The committee seeks to identify and recruit the best available candidates and will endeavor to evaluate qualified shareholder 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, candidates for election as directors at any meeting of shareholders may be made (a) by, or at the direction of, a majority of the members of the Board (although as described above, such role has been delegated to the Nominating Committee) or (b) by any shareholder 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 20172022 fiscal year. The Nominating Committee does not have specific minimum qualifications that a candidate must possess for consideration.

In order to qualify for consideration at a shareholder meeting, shareholder nominations must be in writing addressed to the Corporate Secretary of Solitario not less than 60 days nor more than 90 days prior to the date of a scheduled shareholders' meeting; provided, however, that if less than 70 days’ notice or prior public disclosure of the scheduled date of such a meeting is given or made, notice of a shareholder nomination must be delivered or received not later than the close of business on the 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.

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

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

Audit Committee

Solitario has a separately-designatedseparately 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. CrumbLabadie and Mr. Hesketh, each of whom is “independent” in accordance with NYSE American Stock Exchange 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 fivefour times during the year ended December 31, 2017.2022.

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 performingfulfilling its duties,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 containedas 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 2017 Annual Report on Form 10-K with management and Solitario's independent registered public accountant, EKS&H LLLP.audited financial statements prior to issuance. The Audit Committee met with EKS&H LLLP, and discussed all issues deemed to be significant by EKS&H LLLP, including any matters required by Rule 2-07 of Regulation S-X, "Communication with Audit Committees" and by the statements on Auditing Standard No. 16, as amended (AICPAProfessional Standards, Vol. 1, AU section 380), as adopted by the Public Company Oversight Board, and without management present, discussed and reviewed the results of the independent auditor's examination of the financial statements. In addition, in accordance with Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees" as amended or supplemented, the Audit Committee discussed with EKS&H LLLP its independence from SolitarioPlante Moran the matters required to be discussed by the applicable requirements of the PCAOB and its management, andthe SEC. The Audit Committee has received and reviewed the written disclosures and the letter from EKS&H LLLPPlante Moran required by the applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding EKS&H LLLP’sindependent auditor communications with the Audit Committee including that EKS&H LLLP is independentconcerning independence and has discussed EKS&H LLLP’s independence with them.Plante Moran.

Based on the reviewsreview and discussions outlined above,with our independent registered public accounting firm, Plante & Moran, the Audit Committee has recommended to the Board of Directors, that Solitario include the audited financial statements be included in itsour Annual Report on Form 10-K for the year ended December 31, 20172022, which was filed with the SEC on March 14, 2018.15, 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.

AUDIT COMMITTEE

John Labate, Chairman

Jim Hesketh
                Joshua Crumb

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 twice timesonce during 2017.2022.

The primary purposes of the Compensation Committee are to (a) review from time to time and approve the overall management evaluation and compensation policies of Solitario; (b) review and approve goals and objectives relevant to the compensation of the executive officers, including the chief executive officer, of Solitario and evaluate the performance of Solitario's executive officers; (c) set the compensation of the executive officers of Solitario, in light of the Compensation Committee's review; (d) review, approve and periodically evaluate Solitario's compensation and other benefit plans, including incentive compensation and equity-based plans and programs for non-employee directors, executive officers and senior management, and make recommendations as necessary; (e) review and approve any amendments and modifications to any such plan or program requiring approval of the Board, subject to applicable regulatory and shareholder approval requirements; (f) review and approve the 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, subject to ratification by the Board;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 SECSEC; and (i) conduct an annual performance self-evaluation of the Compensation Committee and prepare an annual report thereon to the Board.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 "COMPENSATION DISCUSSION AND ANALYSIS."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 once during 2022. 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 reviewedand discussed with management the Company's Compensation Discussion and Analysis“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 Discussion and Analysis be included in this 2023 Proxy Statement and included by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.2022.

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) Beneficial Ownership Reporting ComplianceReports

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 Solitario’sthe 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. BasedTo our knowledge, based solely on review of the copies of such reports furnishedfiled pursuant to SolitarioSection 16(a) of the Exchange Act, all filing requirements under Section 16(a) applicable to our officers, directors and written representationsbeneficial owners of more than 10 per cent of our common stock were timely filed with respect to fiscal year 2022 except that no other reports were required, during the year ended December 31, 2017, Mr. Crumb did not timely file a form 3 after his electionone report related to the Board in Julyan option granted on September 8, 2022 exercisable to purchase of 2017. No other person failed to timely meet the Section 16(a) filing requirements applicable to officers, directors, and greater than ten percent beneficial owners during the year ended December 31, 2017.170,000 options with an exercise price of $0.60 per share.

. 

Shareholder and Interested Party Communications

We endeavor to keep all shareholders 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 shareholder feedback in any form. It is Solitario's policy to receive and respond promptly to shareholder inquiries while being guided by legal requirements as well as the Company's policies with respect to confidentiality and disclosure requirements. The Board is also receptive to communications received from interested parties who are not shareholders 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 of the Company at the following address: Solitario Zinc 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, 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, of the Company, 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 Zinc 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 shareholders 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 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 hasdid not experiencedexperience any material cybersecurity breaches during 20172022 or 2016.2021.

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 pandemic 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, 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, 2017.2022.  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 of $1,000 ismay be made for any regularly scheduled board meeting (four quarterly meetings) that is missed.  The above director fees were reduced during 2017In January 2022, the Compensation Committee increased the Annual Director retainer fee to $9,800 ($2,450 per quarter) from $13,000$8,000, the Annual Chairman fee to $2,300 ($575 per annumquarter) from $2,000 and the Annual Audit Committee Chairman fee to $2,300 ($570 per quarter) from $6,000 per annum additional Chairman fee.$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, 2017:2022:

EXECUTIVE OFFICERS

The following biographies describe the business experience of our executive officers (each also 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 (67)(72) 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 M.S.Master of Science degree in Geologygeology from the Colorado School of Mines and a B.S.Bachelor of Science degree in geology from Furman University.

James R. Maronick (62)(67) has served as Chief Financial Officer, Secretary and Treasurer of Solitario since 1999 and was Chief Financial Officer of Crown from June 1999 until completion of the Crown - Kinross Merger in August of 2006. Prior to that, Mr. Maronick served as Vice President - Finance and Secretary/Treasurer of Consolidated Nevada Gold Fields Corporation from November 1994 to September 1997. Mr. Maronick graduated with honors from the University of Notre Dame in 1977 with a BABachelor of Business Administration in accounting and received his Masters’ degree in Finance with highest honorsfinance from the University of Denver in 1986.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 Securities 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 Ltd, a British Columbia Corporation listed on the TSX (“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 was effective December 31, 2016. On that date, Mr. Hesketh was terminated as an employee and officer of Atna.Atna Resources.

EXECUTIVE COMPENSATION

The following discussion provides information regarding the compensation program for Solitario's Named Executive Officers for 2017.2022.

Objectives of the Company’s Compensation Program

The Compensation Committee has responsibility for approving the compensation program for Solitario's Named Executive Officers 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 Officers 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 shareholder goals, as set by the Compensation Committee and the current and expected financial condition of the Company. NoDuring 2022, the Compensation Committee awarded bonuses were awardedof $15,000 to each of our Named Executive Officers during 2017. Although Solitario completedOfficers. The primary driver for this was the Acquisitionsuccessful addition of Zazuthe Golden Crest project in July of 2017,South Dakota, which the Company believes has proven to be a highly prospective exploration project. In addition, the Compensation Committee believes the performance of the price of the Company’sSolitario’s Common Stock during 2017, which2022 was impacted by the Compensation Committee felt waspositive exploration results at the Golden Crest project, although the price of Solitario’s Common Stock, is also impacted by a number of factors many(many of which were not in the control of our named executive officers, nonetheless was a major factor in the decision of the Compensation Committee not to award any bonuses during 2017. In March 2016 the Compensation Committee awarded a $60,000 bonus to Mr. Herald, a $44,000 bonus to Mr. Hunt and a $40,000 bonus to Mr. Maronick for their performance and the achievement of certain Company goals during 2015. The Compensation Committee considered the milestones achieved during 2015 by the Company, including (i) completion of the sale of our former interest in the Mt. Hamilton project through the sale of our interest in MHLLC to Waterton Nevada Splitter, Ltd. for gross proceeds of $24,000,000 (the “Transaction”), (ii) the refinancing and eventual repayment, upon the closing of the Transaction, of $5,000,000 short-term debt due to RMB Australia Holdings, Ltd., and (iii) successful marketing of our interest in MH-LLC, including obtaining approval of the Transaction by holders of over 90% of our outstanding shares at our annual meeting held in August 2015. The Compensation Committee considered the bonuses paid in 2016 as earned in 2015 and these bonuses were previously included in the 2015 summary compensation table for each Named Executive Officer for the year ended December 31, 2015.Officers). 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 any bonuses forduring the year ended December 31, 20162021 to any Named Executive Officer primarily based upon their review of the performance of the price of the Company’s Common Stock during the 20162021 and upon the lack of a major mineral property acquisition and / or strategic investment during the year ended December 31, 2016.2020.

(2) Solitario's compensation program for Named Executive Officers 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 Officers have served Solitario for many years. During 20172022 and 20162021 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 Officer 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 2017,much of 2022 and 2021, Solitario's activities were generally focused on (i) the completionacquisition and expansion of the Acquisition;mineral claims as well as the initial exploration of the Golden Crest project; (ii) the exploration planning and evaluation of the potential of the Lik deposit acquired in the Acquisition:with our joint venture partner Teck; (iii) the completionevaluation and planning of a preliminary economic analysis onthe potential of our Florida Canyon project with our joint venture partner Nexa Resources Ltd. and (iv) the evaluation of mineral properties for acquisition and onor junior mining companies with mineral properties for strategic investment in the form of potential merger, acquisition or sale.  During most of 2016, Solitario’s activities were related to the evaluation of mineral properties for acquisition and potential strategic investments, which led to the Acquisition. As theThe 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,Companies.  Accordingly, the Compensation Committee took the difference in focus into consideration when reviewing the compensation of Solitario’s Named Executive Officers compared to the peer companies.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 sixthree employees world-wide (excluding certain contractors), compared to the Peer Group Companies, does not lend itself to effective use of specific benchmarks.

Subsequent to the completion of the Transaction,During 2022, the Compensation Committee, in consultation with the Named Executive Officers in light of the then difficult financial conditions in the junior mining sector as a result of continued low precious and base metal prices as well as the reduction in Mt. Hamilton related Company activities, decided to reduceincrease the annual salaries of itsthe Company’s Named Executive Officers, effective as of OctoberJanuary 1, 2015;2022; with the salary of Mr. Herald being reducedincreased to $155,000 from $230,000$138,000, the salary of Mr. Hunt being increased to $198,000,$140,000 from 121,000, and the salary of Mr. Maronick being reducedincreased to $135,000 from $160,000 to $150,000 and$120,000.   In setting these salary amounts the salaryCompensation Committee noted that the salaries of Mr. Herald, Mr. Hunt being reduced from $178,000 to $158,000. The Named Executive Officers’and Mr. Maronick, remained below the average salaries remained at the reduced amount during 2016of comparable positions in peer group companies by or Mr. Herald, Mr. Hunt and 2017, except for an increase in September 2016 to Mr. Hunt’s salary of $1,000 per month and an increase to Mr. Herald’s salary in June 2017 of $500 per month related to an increase in health care costs.Maronick. 

(3) Solitario's compensation program for the Named Executive Officers 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 Officers 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 nobroad discretion to set compensation for Solitario’s named executive officers. 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. AlthoughThe Compensation Committee believes the granting of equity and other rewards to Solitario’s named executive officers 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 three of those 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, 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, 2017.2022.

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. In addition, the Compensation Committee recognizes the performance of the Company’s 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 specific performance of the Named Executive Officers in achieving the objectives set by the Company.Officers. The key elements of the compensation of the Named Executive Officers are outlined below. The Compensation Committee considers shareholder input when setting compensation for Named Executive Officers. At our 20172022 annual meeting of shareholders, greater than 95%98% 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 Officers that is commensurate with their review of ourthe Peer Group Companies. The Compensation Committee fixedincreased the base salary for the Named Executive Officers for 2017 (which commenced on January 1, 2017)during 2022, as discussed above, during its meeting in December 2016.January of 2022. Increases or decreases in base salary are dependent on the Compensation Committee's evaluation of each individual Named Executive OfficerOfficer’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 Officers receiveOfficer 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 Officers against general goals of the Company, includingsuch as planned exploration programs, potential mineral property acquisitions and dispositions, evaluation of strategic opportunities, for a corporate merger, acquisition or sale; the Acquisition in 2017; the 2015 Transaction, corporate financing activities and market price of Solitario’sour 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 below.above.

(2) Bonuses

The Compensation Committee may provide bonuses to the Named Executive Officers, in its sole discretion, based upon their evaluation of the individual Named Executive Officer in light of the 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 shareholders with the opportunity for return on their investment while minimizing corporate and shareholder risk to the extent possible. Although certain targets and goals related to certain operational goals including such as potential property acquisitions and/or potential merger or acquisition activities, if any, are confidential, the Compensation Committee has structuredattempted to structure these types of goals to be reasonable and obtainable by our Named Executive Officers, without undue risk to the assets of Solitario. Due to the nature of Solitario's corporate activities relating to (i) the evaluation of mineral properties for acquisition; (ii) the evaluation of strategic opportunities for a corporate merger, acquisition or sale, including the Acquisition;sale; (iii) the Transactionacquisition and initial exploration of our Golden Crest project in South Dakota during 20152022 and 2021: (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 Officers 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 andof related agreements for the acquisition of mineral property agreements;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 Officers at or near the start of each year. The evaluation of the performance of our Named Executive Officers, 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, in December of 2017 and 2016, the Compensation Committee determined that noawarded bouses of $15,000 to each of our three Named Executive officers in 2022 and the Compensation Committee did not award any bonus was earned during the yearsyear ended December 31, 2017 and 2016 and the Named Executive Officers would not be paid a bonus for the year ended 2017 during 2018.2021.

(3) Equity

The only equity compensation our Named Executive Officers have historically received is in the form of stock options granted pursuant to the 2006 Stock Option Incentive Plan (the “2006 Plan”) and the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (as defined above, the “2013 Plan,”), with the exercise price of such options equal to the current market value of our Common Stock at the date of grant. The 2006 Plan terminated in 2016, and no option grants were made in 2016 or 2017 under the 2006 Plan and there are no outstanding options under the 2006 Plan. The Compensation Committee believes that a portion of our Named Executive Officers’ 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 shareholders 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 Officers andwith 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, 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 Officers 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 excluding the Replacement Options, discussed above, have, been, as of the date of the approval by the Compensation Committee (or the full Board, if requested by the Compensation Committee), with thean 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 2006 Plan and 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. In connection with the Acquisition, on July 12, 2017

On September 8, 2022, Solitario granted an aggregate of 2,360,000 options under the Replacement Options exercisable for 1782,428 shares2013 Plan including a total of Solitario Common Stock.1,110,000 options to our Named Executive Officers. The terms2,360,000 options granted have a five-year life, exercise price of the Replacement Options, in accordance with the terms of the Acquisition, were fully vested on the date of grant, have exercise prices of between $0.70 per share and $2.24$0.60 per share and had terms of ten months to 18 months.

As discussed above, on September 1, 2017 Solitario granted the Conditional Options exercisable to acquire an aggregate of 2,300,000 shares of Common Stock. The Conditional Options were granted subject to shareholder approval and have a five-year life, an exercise price of $0.77 per share and atotal grant date fair value of $970,000,$876,000, based upon a Black-Scholes model with a volatility of 64%73%, and a risk-free interest rate of 1.70%0.3.4%. The Compensation Committee, in their full discretion along with the BoardThere were no grants of Directors granted the options subjector other equity-based awards to shareholder approval to provide the shareholders with additional input to the 2017 compensation of our directors andNamed Executive officers in light of the 2017 shareholder approval of the expansion of the number of shares of Common stock reserved under the 2013 Plan and the Acquisition. Future grants from the 2013 Plan, including those to officers and directors are not expected to be made subject to shareholder approval. Upon approval, the Conditional Options will be issued and will vest 25% on approval, 25% on September 1, 2018, 25% on September 1, 2019 and 25% September 1, 2020. The Conditional Options may not be exercised in whole or in part unless Solitario shareholders approve the grants at this Annual Meeting and the option grants will be void if Solitario shareholders do not approve the grants. As the Conditional Options were subject to shareholder approval, none of the Conditional Options were considered outstanding or exercisable as of December 31, 2017.during 2021.

In the future, our officers and directors may receive additional equity- based awards pursuant to the 2013 Plan, which may take the form of stock options or the other forms of awards including restricted stock awards, restricted stock units or stock appreciation rights.

Allocation between the Key Elements of Compensation

The Compensation Committee has completebroad 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.

Employment Agreements

None of our Named Executive Officers have ongoingon-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 shareholders 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.

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, 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 Officers 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. In addition, any unvested stock options held by the Named Executive Officer will vest upon the Change in Control. The CIC provides an additional gross up for any taxes due as a result of Excise Tax, as defined by Section 4999 of the Internal Revenue 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 shareholders of the Company approving a merger or acquisition whereby more than 50% of the outstanding shares held prior to the vote will be held by a new person or corporation, (iii) the shareholders of the Company approving the sale or disposition of substantially all of the company's assets, or (iv) the shareholders of the Company approving a plan of liquidation or dissolution of the Company.

Benefits are payable under each CIC after a Change in Control if the Named Executive Officer 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, unless that compensation is performance based. The total non-performance-based compensation for any of our Named Executive Officers did not exceed $1,000,000 during 2017,2022, nor do we anticipate it will exceed $1,000,000 for the foreseeable future.

Stock Ownership Guidelines

Solitario has not established formal stock ownership guidelines for our Named Executive Officers. The Company's Insider Trading Policy prohibits the Named Executive Officers, as well as other insiders, who may have access to material inside information, from purchasing, selling, entering into short sale transactions, or engaging in hedging or offsetting transactions regarding Solitario'sthe 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 shareholders should carefully review Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2017.2022. However, Solitario does not have any compensation plans or incentives for our Named Executive Officers 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

The

Mr. Herald, our CEO, annually reviews the performance of all other Named Executive Officers. The performance of the CEOMr. 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 absolute discretion in modifying or applying any of the recommendations for the Named Executive Officers. 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, 20172022 and 2016:2021:

SUMMARY COMPENSATION TABLE

The total grant date fair value of the options granted on September 82, 2022 to our Named Executive Officers were as follows:

Mr. Herald: 420,000 options; $155,875

Mr. Hunt: 355,000 options; $131,752

Mr. Maronick: 235,000 options; $124,329

Option Exercises and Stock Vested

There were no exercises of stock options during the yearyears ended December 31, 20172022 or 20162021 by our Named Executive Officers.

Outstanding Equity Award at Fiscal Year End

There are no outstanding

At December 31, 2022 the following equity awards at December 31, 2017 held by our Named Executive Officers. See Proposal 2, “Approval of Conditional Options,” above.were outstanding:

Potential Payments Upon Termination or Change in Control

As noted under "Compensation Discussion and Analysis""Executive Compensation" in this Proxy Statement, the Company entered into certain change in control agreements on March 14, 2007 with the followingour Named Executive Officers.Officers pursuant to which our Named Executive Officers may receive payment in the event that such officer is terminated within three years following a change in control. The terms of the CICs are more fully described under "Change in Control Agreements" in the "Compensation Discussion and Analysis""Executive Compensation" section above. The potential payments to each Named Executive Officer are described below in the event of an assumed change in control as defined in the applicable CIC as of December 31, 2017.

2022.

PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN EMPLOYEE COMPENSATIONVERSUS PERFORMANCE

Solitario has determined that the 2017 annual total compensation of the estimated median compensated employee who was employed as of October 3, 2017, excluding the CEO, Christopher E. Herald, was $88,762. Mr. Herald’s annual total compensation for 2017 was $229,596. Mr. Herald’s annual total compensation is 2.6 times (or a ratio of 2.6 to 1) that of the estimated median compensated Solitario employee. This pay ratio is a reasonable estimate calculated in accordance with SEC rules based on our payroll and employment records and the methodology described below.

As required by Item 402(v) of October 3, 2017, Solitario had sixRegulation S-K, we are providing the following information on the relationship between Compensation Actually Paid (“CAP”) and Solitario’s performance for our NEOs (including the Principal Executive Officer, or PEO) and total employeesshareholder return, which is defined as the change in the value of an investment in our common stock of $100 at December 31, 2020 through December 31, 2022 (the “TSR”).  The definition of CAP and no seasonalTSR are mandated by Item 402 and temporary employees. We identifiedare not used by the median compensated employee, based uponCompensation Committee in its pay-for-performance assessments.  See our "Compensation Discussion and Analysis" section for a discussion on Solitario’s executive compensation philosophy, our incentive programs and practices and policies that align the knowing the identity of eachinterests of our employees. The compensation has been defined as base salary excluding overtimeNEOs to those of our shareholders.

As an exploration company, Solitario does not have consistent sources of revenues and other incentives which provides a reasonable estimate of compensation received. Salariesour goals and objectives are annualized for the employee starting employment in 2017. There were no part-time status employees during 2017. This is reported in United States currency based upon the location and pay of Solitario employees. No cost of living adjustment was applied.

Solitario’s compensation practices and programs ensure compensation programs are fair, equitable, globally compliant and aremore closely aligned with Solitario’s business objectives. The SEC rules for identifying the median compensated employeesuccess of our exploration activities including acquisition and calculatingexploration of mineral claims as further discussed above in our Compensation Discussion and Analysis above.  We believe the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, exclusions,increases in both CAP and assumptions that reflect their compensation practices. As such,TSR shown in the pay ratio reported above may not be comparablechart are more closely related to the pay ratio reported bysuccess of our exploration activities, especially at our Golden Crest project during 2021 and 2022 than to each other companies, even thoseor other financial metrics. 

The increase in net loss is primarily related to the increase in exploration expense during 2022 compared to 2021.  This increase is appropriate given the nature of Solitario’s exploration business and was a related industry or of a similar size and scope. Other companies may have different employment practices, regional demographics or may utilize different methodologies and assumptionssignificant contributor to the exploration success at our Golden Crest project during 2022.  However, expenditures do not necessarily always correlate to exploration success nor to increases in calculating their pay ratios.shareholder return.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To our knowledge, as of April [●], 2018,2023, no person beneficially owns, directly or indirectly, or exercises control or direction over, more than five percent of our issued and outstanding Common Stock with the exception of Zebra Holdings and Investments, S.A.R.L., which directly owns 3,937,8733,834,172 shares representing approximately 6.55.9 percent of our issued and outstanding Common Stock.

The following table sets forth, as of April [●], 2018,2023, the beneficial ownership of our outstanding Common Stock by each of our shareholders beneficially owning more than five percent of our outstanding shares, our directors, each Named Executive Officer and all of our executive officers and directors as a group.  Unless otherwise indicated, the persons listed in the table below have sole voting and investment powers with respect to the shares indicated. Except as indicated below the mailing address for each person is 4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033.