AT THE MARKET OFFERING AGREEMENT February 2, 2021At the Market Offering Agreement • February 2nd, 2021 • Solitario Zinc Corp. • Gold and silver ores • New York
Solitario Zinc Corp., a corporation organized under the laws of the State of Colorado (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
3,400,000 Shares SOLITARIO EXPLORATION & ROYALTY CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2011 • Solitario Exploration & Royalty Corp. • Gold and silver ores • California
Solitario Exploration & Royalty Corp., a Colorado corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 3,400,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $.01 per share (the “Common Stock”), of the Company. The Company has granted the Underwriter the option to purchase an aggregate of up to 510,000 additional authorized but unissued shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Option Shares are collectively referred to as the “Shares.”
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2013 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Colorado
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of July 15, 2013 between Solitario Exploration & Royalty Corp., a Colorado corporation (the “Company”), and Walter Hunt (“Purchaser”).
SUPPORT AGREEMENT AMENDMENTSupport Agreement • October 14th, 2009 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Ontario
This Agreement (this "Agreement") dated October 13, 2009 between Solitario Exploration & Royalty Corp. ("Acquiror"), a corporation existing under the laws of the State of Colorado, and Jeffrey R. Ward ("Shareholder").
CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENTChange in Control Severance Benefits Agreement • March 16th, 2007 • Solitario Resources Corp • Gold and silver ores • Colorado
WHEREAS: The Corporation considers it essential to the best interest of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors (the "Board") of the Corporation recognizes 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 Corporation and its stockholders.
PLEDGE AND SECURITY AGREEMENT between Solitario Resources Corporation, as Pledgor, UBS AG, London Branch, as Collars Office, UBS AG, Stamford Branch, as Collateral Agent and the other parties named hereinPledge and Security Agreement • November 9th, 2007 • Solitario Resources Corp • Gold and silver ores • New York
April 2, 2004Joint Venture Agreement • June 14th, 2004 • Solitario Resources Corp • Gold and silver ores • Colorado
Execution Version Security agreement Solitario Exploration & Royalty Corp. RMB Australia Holdings Limited RMB Resources Inc. david.walton@freehills.comSecurity Agreement • August 16th, 2012 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Colorado
SUBSCRIPTION AGREEMENT FOR SOLITARIO EXPLORATION & ROYALTY CORP.Subscription Agreement • July 2nd, 2012 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Colorado
PERFORMANCE LOAN AGREEMENT FOR FUNDING OF DRILLING PROGRAMPerformance Loan Agreement • March 2nd, 2020 • Solitario Zinc Corp. • Gold and silver ores
THIS PERFORMANCE LOAN AGREEMENT FOR FUNDING OF DRILLING PROGRAM (the “Agreement”) is made and entered into as of August 01, 2018, by and between Compañía Minera Milpo S.A.A., a company organized under the laws of the Republic of Peru and hereinafter “Nexa”), and Minera Solitario Peru S.A.C., a company organized under the laws of the Republic of Peru (“Solitario”). Each of Nexa and Solitario is individually referred to herein as a “Party,” and they are collectively referred to herein as the “Parties.”
STOCKHOLDER AND VOTING AGREEMENTStockholder and Voting Agreement • March 28th, 2006 • Solitario Resources Corp • Gold and silver ores • Washington
THIS STOCKHOLDER AND VOTING AGREEMENT (this "Agreement"), dated as of November 20, 2003, is made and entered into among Kinross Gold Corporation, a corporation organized in the Province of Ontario ("Kinross"), and Zoloto Investors, LP, a Delaware limited partnership, Solitario Resources Corporation, a Colorado corporation, Christopher E. Herald, Mark E. Jones, III, Brian Labadie, James R. Maronick, and Steven A. Webster (collectively, the "Stockholders").
VOTING AGREEMENTVoting Agreement • April 22nd, 2004 • Solitario Resources Corp • Gold and silver ores • Texas
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of April 15, 2002, among Zoloto Investors, LP, a Delaware limited partnership ("Zoloto"), Solitario Resources Corporation, a Colorado corporation ("Solitario") and Crown Resources Corporation, a Washington corporation (the "Company").
WARRANT CERTIFICATEWarrant Certificate • August 10th, 2015 • Solitario Exploration & Royalty Corp. • Gold and silver ores
THIS FIRST AMENDMENT TO WARRANT CERTIFICATE (this “Amendment”) is effective as of August 5, 2015, and is between RMB Australia Holdings Limited, a company incorporated under the laws of Australia (“RMB”), and Solitario Exploration & Royalty Corp., a Colorado corporation (“Solitario”).
MANAGEMENT AND TECHNICAL SERVICES AGREEMENT between CROWN RESOURCE CORP. OF COLORADO and SOLITARIO RESOURCES CORPORATION dated as of January 1, 1994Management and Technical Services Agreement • July 1st, 2004 • Solitario Resources Corp • Gold and silver ores • Colorado
November 22, 2013Modification of Obligations Under Letter of Intent • November 27th, 2013 • Solitario Exploration & Royalty Corp. • Gold and silver ores
Execution Version Pledge agreement Solitario Exploration & Royalty Corp. RMB Australia Holdings Limited RMB Resources Inc. david.walton@freehills.comPledge Agreement • August 16th, 2012 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Colorado
Pledgor Solitario Exploration & Royalty Corp. a corporation existing under the laws of Colorado, United States of America of 4251 Kipling St, Suite 390, Wheat Ridge, Colorado 80033, United States of America (Pledgor)
ContractLetter Agreement • June 14th, 2004 • Solitario Resources Corp • Gold and silver ores
Re: Mt. Hamilton LLC (“MHLLC”) - Operating Agreement - Consent and WaiverOperating Agreement • June 12th, 2015 • Solitario Exploration & Royalty Corp. • Gold and silver ores
Solitario Exploration & Royalty Corp. (“Solitario”) has requested that Ely Gold & Minerals Inc. (“Ely Gold”) and its wholly-owned subsidiary, DHI Minerals (U.S.) Ltd. (“DHI US”) provide Solitario with written consent (the “Consent”) of DHI US required by section 8.2(b)(i) of the Limited Liability Company Operating Agreement of Mt. Hamilton LLC (as amended, the “MHLLC Agreement”) (“MHLLC”) to permit Solitario to encumber its membership interest in MHLLC (the “Solitario Membership Interest”) as security (in any case, the “Solitario Security”) for one or more third party loans (in each case, the “Replacement Loan”) as needed by Solitario to satisfy any debt obligation (including the debt (the “RMB Debt”) to RMB Australia Holdings Limited (“RMB”) and accrued and unpaid interest to the date of advance of the Replacement Loan) at or before or after maturity of that debt obligation and for greater certainty, a Replacement Loan shall also include an extension of the RMB Debt. DHI US’ consent f
THIRD AMENDMENT TO MINING LEASE AGREEMENTMining Lease Agreement • May 24th, 2013 • Solitario Exploration & Royalty Corp. • Gold and silver ores
THIS THIRD AMENDMENT TO MINING LEASE AGREEMENT (the “Third Amendment”) is made and entered into effective as of May 23, 2013 (the “Effective Date”), by and among John E. and Tammi Carrington, husband and wife, whose address is P.O. Box 767, Fallon, Nevada 89407 (collectively, “Carrington”), Mt. Hamilton LLC, a Colorado limited liability company, whose address is 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033 (“MH LLC”), and (for the limited purposes set forth in Paragraphs E and F below) Solitario Exploration & Royalty Corp., a Colorado corporation (“Solitario”) and the Manager of MH LLC, whose address is the same as that of MH LLC.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 2nd, 2023 • Solitario Resources Corp. • Gold and silver ores • Colorado
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 2023 , by and between Solitario Resources Corp., a Colorado corporation (the “Company”), and Newmont Overseas Exploration Ltd., a Delaware corporation (the “Investor”).
THIRD AMENDMENT TO MINING LEASE AGREEMENTMining Lease Agreement • May 24th, 2013 • Solitario Exploration & Royalty Corp. • Gold and silver ores
THIS THIRD AMENDMENT TO MINING LEASE AGREEMENT (the “Third Amendment”) is made and entered into effective as of May 23, 2013 (the “Effective Date”), by and among Centennial Minerals Company LLC, a Nevada limited liability company, whose address is P.O. Box 21350, Carson City, Nevada 89721 (“CMC”), Mt. Hamilton LLC, a Colorado limited liability company, whose address is 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033 (“MH LLC”), and (for the limited purposes set forth in Paragraphs E and F below) Solitario Exploration & Royalty Corp., a Colorado corporation (“Solitario”) and the Manager of MH LLC, whose address is the same as that of MH LLC.
Solitario Resources - Newmont Mining Amend Yanacocha Royalty Structure and Work CommitmentLetter of Intent • November 23rd, 2004 • Solitario Resources Corp • Gold and silver ores
Denver, Colorado: Solitario Resources Corporation ("Solitario") and Minera Los Tapados S.A., a subsidiary of Newmont Peru Limited, Minera Yanacocha S.R.L., and Minera Chaupiloma Dos de Cajamarca, S.R.L. (collectively "Tapados,"), signed a Letter of Intent to amend Solitario's net smelter return ("NSR") royalty on a 150,000-acre property located immediately north of the Newmont Mining-Buenaventura's Minera Yanacocha Mine, the largest gold mine in South America. In addition to amending the NSR royalty, the Letter Agreement commits Tapados to a long-term US$4.0 million work commitment on Solitario's royalty property and provides Solitario access to Tapados' future exploration results on an annual basis. The royalty amendment and the work commitment are subject to the companies signing a definitive agreement and various regulatory approvals.
April 26, 2017 Solitario Exploration & Royalty Corp. Wheat Ridge, CO USA 80033 To: The Board of Directors of Solitario Exploration & Royalty Corp.Acquisition Agreement • June 20th, 2017 • Solitario Exploration & Royalty Corp. • Gold and silver ores
Mackie Research Capital Corporation (“MRCC”) understands that Solitario Exploration & Royalty Corp. (“Solitario” or the “Company”) and Zazu Metals Corporation (“Zazu”) have entered into a definitive agreement dated April 26, 2017 (the “Agreement”), whereby Solitario will acquire all of the issued and outstanding common shares in the capital of Zazu (the “Transaction”), by means of a plan of arrangement pursuant to Section 182 of the Business Corporation Act (Ontario) (the “Plan of Arrangement”) and that Solitario will continue as the ongoing public entity (the “Resulting Entity”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MT. HAMILTON LLC Dated effective as of December 22, 2010Operating Agreement • December 28th, 2010 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Colorado
THE SALE OF INTERESTS IN THE COMPANY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION. INTERESTS MAY NOT BE OFFERED OR SOLD ABSENT AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THE COMPANY HAS THE RIGHT TO REQUIRE ANY POTENTIAL TRANSFEROR OF AN INTEREST TO DELIVER AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY BEFORE ANY TRANSFER TO THE EFFECT THAT EXEMPTIONS FROM APPLICABLE REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE FOR THE TRANSFER. IN ADDITION, THIS AGREEMENT CONTAINS ADDITIONAL SUBSTANTIAL RESTRICTIONS ON THE TRANSFER OF INTERESTS.
THIS NET SMELTER RETURN ROYALTY AGREEMENT dated as of the 11th day of June, 2012.Net Smelter Return Royalty Agreement • June 13th, 2012 • Solitario Exploration & Royalty Corp. • Gold and silver ores • British Columbia
WHEREAS the Owner is the owner of (a) a 100% undivided interest in certain unpatented mining claims, subject to the paramount title of the United States of America, as well as certain fee parcels, and (b) an undivided 100% leasehold interest in a mining lease covering certain patented and unpatented mining claims, collectively comprising a portion of the Mt. Hamilton gold project, located in White Pine County, Nevada. The interests described in (a) and (b) above are more particularly described in Schedule “A” attached hereto and forming a part hereof (the “Property”);
SHAREHOLDERS' AGREEMENT relating to the PEDRA BRANCA PROJECT IN BRAZIL between ANGLO PLATINUM BRASIL S.A. and ALTORO MINERACAO LTDA. and PEDRA BRANCA DO BRASIL MINERACAO S.A. and RUSTENBURG PLATINUM MINES LIMITED and SOLITARIO RESOURCES CORPORATIONShareholders' Agreement • October 4th, 2007 • Solitario Resources Corp • Gold and silver ores • Ontario
SECOND AMENDMENT TO LLC OPERATING AGREEMENTLLC Operating Agreement • November 27th, 2013 • Solitario Exploration & Royalty Corp. • Gold and silver ores
THIS SECOND AMENDMENT (the “Second Amendment”) to the Limited Liability Company Operating Agreement of Mt. Hamilton LLC is dated effective November 22, 2013, between its Members, DHI Minerals (U.S.) Ltd., a Nevada corporation (“DHI”), and Solitario Exploration & Royalty Corp., a Colorado corporation (“Solitario”).
Execution Version MHLLC OA Side AgreementMHLLC Oa Side Agreement • August 16th, 2012 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Colorado
Solitario Exploration & Royalty Corp. DHI Minerals (U.S.) Ltd RMB Australia Holdings Limited RMB Resources Inc. Ely Gold & Minerals Inc.
THIRD AMENDMENT TO THE MANAGEMENT AND TECHNICAL SERVICES AGREEMENT BETWEEN CROWN RESOURCES CORP. OF COLORADO AND SOLITARIO RESOURCES CORPORATION DATED JANUARY 1, 1994 Dated July 1, 2002Management and Technical Services Agreement • December 12th, 2003 • Solitario Resources Corp
Whereas the Solitario Resources Corporation (the ACompany@) and Crown Resources Corp. of Colorado (ACrown@) entered into a Management and Technical Services Agreement (the AAgreement@) dated January 1, 1994 which provided that Crown would provided, management, administrative, accounting, treasury, and technical services to Solitario; and that the agreement was amended by the first amendment to the agreement dated March 25, 1999 and amended by the second amendment to the agreement dated November 16, 2000; and
AMENDED AND RESTATED ROYALTY GRANTRoyalty Grant • January 20th, 2005 • Solitario Resources Corp • Gold and silver ores
This Amended and Restated Royalty Grant (this "Grant") is made and entered into as of January 18, 2005, by Minera Los Tapados S.A., a Peruvian Sociedad Anonima ("Grantor"), Solitario Resources Corporation, a Colorado Corporation ("Grantee"). Grantor and Grantee sometimes are referred to in this Grant collectively as the "Parties" and individually as a "Party."
May 17, 2011Royalty Buy-Down Agreement • May 18th, 2011 • Solitario Exploration & Royalty Corp. • Gold and silver ores
This letter (the “Letter Agreement”) will confirm certain agreements between Solitario Exploration & Royalty Corp. (“Solitario”) and DHI Minerals (U.S.) Ltd. (“DHI US”), as the Members of Mt. Hamilton LLC, a Colorado limited liability company (“MH LLC”), concerning the buy-down by MH LLC of a portion of the production royalty payable under the Mt. Hamilton Lease (as defined in paragraph 1 below) and related amendments to the December 22, 2010 Limited Liability Operating Agreement of MH LLC (the “Operating Agreement”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, Solitario and DHI US agree as follows:
May 23, 2013Amendment to Shell Leases • May 24th, 2013 • Solitario Exploration & Royalty Corp. • Gold and silver ores
This letter (the “Letter Agreement”) will confirm certain agreements between Solitario Exploration & Royalty Corp. (“Solitario”) and DHI Minerals (U.S.) Ltd. (“DHI US”), as the members of Mt. Hamilton LLC, a Colorado limited liability company (“MH LLC”), concerning the execution and delivery by MH LLC of Third Amendments to each of the mining leases described in paragraphs 1 and 2 below (the “Leases”), and how certain payments and deliveries of stock to the lessors under the Leases will be treated under the December 22, 2010 Limited Liability Operating Agreement of MH LLC (as amended, the “Operating Agreement”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, Solitario and DHI US acknowledge and agree as follows:
SUBSCRIPTION AGREEMENT SOLITARIO ZINC CORP.Subscription Agreement • December 7th, 2021 • Solitario Zinc Corp. • Gold and silver ores • Colorado
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of ___________, 2021 is made by and between Solitario Zinc Corp., a Colorado corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).
FIRST AMENDMENT TO THE MANAGEMENT AND TECHNICAL SERVICES AGREEMENT BETWEEN CROWN RESOURCES CORP. OF COLORADO AND SOLITARIO RESOURCES CORPORATION DATED JANUARY 1, 1994 Dated March 25, 1999Management and Technical Services Agreement • March 12th, 2004 • Solitario Resources Corp • Gold and silver ores
Whereas the Company and Crown Resources Corp. of Colorado (ACrown@) entered into a Management and Technical Services Agreement (the AAgreement@) dated January 1, 1994 which provided that Crown would provided, management, administrative, accounting, treasury, and technical services to Solitario; and
PURCHASE AND SALE AGREEMENT by and between SOLITARIO ZINC CORP., a Colorado corporation, as Seller, and SILVERSTREAM SEZC, a Cayman Island Company, as Purchaser dated January 8, 2019 List of Exhibits to Purchase and Sale AgreementPurchase and Sale Agreement • May 8th, 2019 • Solitario Zinc Corp. • Gold and silver ores • Colorado
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 8th day of January, 2019 (the “Effective Date”), between SilverStream SEZC (“Purchaser”) and Solitario Zinc Corp. (“Seller”).
