November 22, 2013

Exhibit 99.1

November 22, 2013

Xx. Xxxx Xxxxxx, President and CEO

Xxx Gold & Minerals Inc.

000-000 Xxxx Xxxxxx Xxxxxx

Vancouver, BC V6C 1H2

Canada

Xx. Xxxx Xxxxxx, Secretary/Treasurer

DHI Minerals (U.S.) Ltd.

000-000 Xxxx Xxxxxx Xxxxxx

Vancouver, BC V6C 1H2

Canada

Re: Modification of Obligations under Letter of Intent

Dear Trey:

This letter will confirm the agreement reached among Xxx Gold & Minerals (“Ely”), DHI Minerals (U.S.) Ltd. (“DHI”) and Solitario Exploration & Royalty Corp. (“Solitario”) regarding certain modifications to the obligations of the parties pursuant to that August 26, 2010 Letter of Intent among Xxx, DHI and Solitario regarding the Mt. Xxxxxxxx Project, as amended pursuant to the terms of (i) that MHLLC OA Side Agreement dated August 10, 2012 among Solitario, Ely, DHI, RMB Australia Holdings Limited and RMB Resources Inc. (the “Side Agreement”), and (ii) that letter agreement dated April 22, 2013, among Xxx, DHI and Solitario (collectively, the “LOI”), and other matters related thereto. Certain terms used herein which are not defined herein are defined as set forth in the LOI.

1. The parties agree to the following modifications:

Solitario will execute and deliver to Xxx the attached subscription agreement (the “Subscription Agreement”) as of the date of this letter pursuant to which it will subscribe as an “accredited investor” for 13,571,354 Xxx Shares (the “Shares”) having an aggregate subscription amount of US $1,300,000 (the “Subscription Funds”) at a price of C$0.10 per Xxx Share (US$1.00:C$1.044), and pay the Subscription Funds to Xxx by way of wire transfer or in the form of a bank draft drawn on a Canadian Chartered Bank. The Subscription Agreement will be delivered to Xxx not later than November 25, 2013 and the Subscription Funds will be paid to Xxx in immediately available funds not later than November 27, 2013.

Xxx will upon receipt of the Subscription Agreement promptly issue a news release announcing the subscription and make the required filing with the TSX-V, and upon receipt of notice (an “Acceptance Notice”) of final acceptance of such filing from the TSX-V, promptly issue the Shares to and in the name of Solitario.

1

Solitario will cooperate in providing all information and documentation reasonably required by Xxx in connection with its filings with the TSX-V and other required regulatory filings.

The purpose of the subscription is to permit Xxx to utilize the Subscription Funds to pay the “Payout Amount” to Augusta Resources Corporation (“Augusta”) pursuant to the terms of that certain Amendment Agreement (the “Augusta Agreement”) between Xxx and Xxxxxxx dated November 20, 2013. Accordingly, subject to receipt of the Subscription Funds by November 27, 2013, Xxx shall utilize the Subscription Funds to pay the “Payout Amount” to Augusta not later than November 30, 2013 regardless of whether Xxx has received an Acceptance Notice by November 30, 2013. Upon Xxx’x receipt of the Subscription Funds in accordance with this letter, Solitario shall be deemed to have fully satisfied and therefore to be fully relieved of its obligations to subscribe for the Fourth Tranche Shares and the Fifth Tranche Shares.

2. Each of the parties represents and warrants to the others that it has the full corporate power and authority to execute and deliver this letter agreement and has taken all corporate actions required in connection therewith, and that the consummation of this letter agreement will not result in or constitute a default or an event that, with notice or lapse of time or both, would be a default, breach or violation of any contract, lease, license, commitment, or any other agreement, instrument or arrangement to which it is a party, or by which it is bound.

3. The parties confirm and agree that all other terms of the LOI remain in full force and effect.

Please confirm the agreement of both Xxx and DHI to the foregoing by executing duplicate originals of this letter agreement and returning one fully-executed original to me by email.

Yours very truly,

Solitario Exploration & Royalty Corp.

By:	/s/ Xxxxxxxxxxx X. Xxxxxx
	Xxxxxxxxxxx X. Xxxxxx
	President

Accepted and agreed to this 22nd

day of November, 2013

Xxx Gold &Minerals Inc.		DHI Minerals (U.S.) Ltd.
By:	/s/ Xxxx Xxxxxx	By:	/s/ Xxxx Xxxxxx
	Xxxx Xxxxxx		Xxxx Xxxxxx
	President & CEO		Secretary/Treasurer