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.”
