UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 183, ~~2025~~2026.

SOLITARIO RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Colorado

001-32978

84-1285791

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 534-1030

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		XPL		NYSE American

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ITEM 14.01 ~~Entry~~Change ~~Into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant

~~Effective~~On June 182, ~~2025~~2026, Solitario ~~Resources~~was ~~Corp.~~notified ~~(the~~that ~~“Company”)~~Assure ~~and~~CPA, ~~Newmont~~LLC ~~Overseas Exploration Ltd~~ (“~~Newmont~~Assure”), awhich ~~wholly~~served ~~owned~~as ~~subsidiary~~the ofindependent ~~Newmont~~registered ~~Corporation~~public ~~closed~~accounting ~~upon~~firm ~~the~~of ~~purchase~~Solitario ~~and~~Resources ~~sale~~Corp. of(“Solitario”), 1merged into Sadler,~~587,300~~ ~~shares~~Gibb of& ~~Company~~Associates ~~common~~(“Sadler”) ~~stock~~pursuant ~~for~~to ~~$999,999.~~an ~~This~~asset ~~represented~~purchase agreement. As a ~~follow-on~~result ~~investment~~of bythe ~~Newmont~~transaction, ~~and~~Assure ~~through~~ceased ~~this~~operations ~~transaction~~as ~~Newmont~~a ~~increased~~public ~~its~~accounting ~~ownership~~firm inand resigned as the Company’s toindependent anregistered ~~approximate~~public ~~9.4%~~accounting ~~interest~~firm. ~~The~~Solitario’s ~~purchase~~prior ~~and~~engagement ~~sale~~with ofAssure as the ~~shares~~Company’s ~~was~~independent ~~effected~~registered inpublic ~~accordance~~accounting ~~with~~firm ahas ~~Stock~~been ~~Purchase~~concluded ~~Agreement~~with ~~(“SPA”)~~the ~~between~~resignation ~~the~~of ~~parties~~Assure.

~~The~~On ~~Company~~June ~~made certain customary representations~~3, ~~warranties~~2026, ~~and covenants in~~ the ~~SPA.~~Audit ~~The~~Committee ~~SPA~~of isthe ~~not~~Board ~~intended~~of toDirectors ~~provide~~(the ~~any~~“Audit ~~other~~Committee”) ~~factual~~of ~~information~~Solitario ~~about~~approved the ~~Company.~~resignation Inof ~~addition,~~Assure ~~in the SPA, Newmont made various representations~~ and ~~warranties, including that Newmont purchased~~ the ~~shares~~appointment ~~for~~of ~~its~~Sadler ~~own~~as ~~account~~Solitario’s ~~and~~independent ~~that~~registered ~~Newmont~~public isaccounting ~~an accredited investor~~firm. The ~~representations,~~decision ~~warranties,~~to ~~and~~change ~~covenants~~Solitario’s ~~contained~~independent inregistered ~~the~~public ~~SPA~~accounting ~~were~~firm ~~made~~was ~~only for purposes of~~ the ~~SPA~~result ~~including the allocation~~ of ~~risk between~~ the ~~parties~~merger ~~thereto, and as~~ of ~~specific~~Assure ~~dates,~~with ~~were solely for the benefit of the parties to the SPA, and may be subject to limitations agreed upon by the parties thereto~~Sadler.

AsDuring ~~previously~~the ~~disclosed,~~fiscal inyears ~~July~~ended ~~2023~~December ~~the~~31, ~~Company~~2025 and ~~Newmont~~2024, ~~entered~~through ~~into an Investor Rights Agreement (~~the ~~“Rights~~subsequent ~~Agreement”)~~interim ~~affording~~period ~~certain~~preceding ~~rights~~their ~~including~~appointment, ~~with~~neither ~~respect~~Solitario, tonor ~~future~~anyone ~~transactions~~on ~~that~~its ~~may~~behalf, ~~arise~~consulted ~~related~~with toSadler ~~the~~regarding ~~Company’s~~either ~~Golden Crest Properties~~ (asi) ~~identified in~~ the ~~Rights~~application ~~Agreement).~~of ~~Effective~~accounting ~~upon~~principles ~~closing~~to ona ~~the~~specified ~~purchase~~transaction, ~~and~~either ~~sale~~completed ofor ~~the shares identified above~~proposed, ~~the~~or ~~parties amended~~ the ~~Rights~~type ~~Agreement~~of ~~through~~audit anopinion ~~Amended~~that ~~and~~might ~~Restated~~be ~~Investor~~rendered ~~Rights~~with ~~Agreement~~respect ~~(the “A&R Agreement”). The A&R Agreement served~~ to ~~amend~~the ~~certain~~consolidated ~~terms~~financial statements of ~~the Rights Agreement~~Solitario, ~~including~~and tono ~~(i)~~written ~~define~~report ~~the~~or ~~term~~oral ~~“Golden~~advice ~~Crest~~was ~~Properties”~~provided to ~~also~~Solitario ~~include~~by aSadler ~~two~~that ~~kilometer~~was ~~area~~an ofimportant ~~interest~~factor ~~surrounding~~considered ~~the~~by ~~properties,~~Solitario ~~(ii)~~in ~~provide~~reaching ~~Newmont~~ a ~~right~~decision ofas ~~first refusal with respect~~ to ~~certain~~any ~~transactions~~accounting, ~~such~~auditing ~~as a sale~~ or ~~joint~~financial ~~venture,~~reporting ~~involving~~issue; ~~the~~or ~~Golden Crest Properties~~ (~~whereas~~ii) ~~the~~any ~~original~~matter ~~Rights~~that ~~Agreement~~was ~~granted~~the ~~Newmont~~subject ~~a right~~ of ~~first~~a ~~offer~~“disagreement” ~~with~~(as ~~respect~~defined toin ~~the~~Item ~~those prospective transactions~~304(a)~~, and~~ (~~iii~~1)(iv) ~~create a technical committee with respect to the Golden Crest Properties comprised~~ of ~~two~~Regulation ~~members~~S-K ~~appointed by Newmont~~ and ~~two members appointed by~~ the ~~Company,~~related ~~with~~instructions) ~~such~~or ~~committee~~a to“reportable ~~serve~~event” ~~solely~~ (as anthat ~~advisory~~term ~~committee~~is ~~without~~defined ~~the~~in ~~authority~~Item to304(a)(1)(v) ~~bind the Company. Otherwise, the A&R Agreement did not serve to materially amend the terms~~ of ~~the~~Regulation ~~Rights Agreement, and, instead served to restate other material terms~~S-K).

The ~~Company~~audit ~~expects~~reports toof ~~utilize~~Assure ~~the~~on ~~proceeds~~Solitario’s ~~from~~financial ~~the~~statements ~~sale~~for of the ~~shares~~years toended ~~Newmont~~December to31, ~~fund~~2025 ~~anticipated~~and ~~exploration~~2024 ~~activities~~did ~~and~~not ~~expenses~~contain ~~related~~an toadverse ~~its~~opinion ~~Golden~~or ~~Crest,~~disclaimer ~~Lik~~of opinion, and ~~Florida~~were ~~Canyon~~not ~~projects,~~qualified asor ~~well~~modified as ~~for~~to ~~general~~uncertainty, ~~corporate~~audit ~~purposes~~scope, or accounting principles.

ADuring ~~copy of~~ the ~~SPA~~two ismost ~~filed~~recent ~~with~~years ~~this~~ended ~~report~~December as31, ~~Exhibit~~2025 ~~10.1~~and 2024 and through the ~~summary~~subsequent ofinterim period preceding the ~~SPA~~date inof ~~this~~resignation ~~report~~of isAssure, ~~qualified~~there bywere ~~reference~~no todisagreements ~~that~~between ~~exhibit.~~Solitario Aand ~~copy~~Assure ofon ~~the~~any ~~Rights~~matter ~~Agreement~~or isaccounting ~~filed~~principles ~~with~~or ~~this~~practices, ~~report~~financial asstatement ~~Exhibit~~disclosure, ~~10.2~~or ~~and~~auditing ~~the~~scope ~~summary~~or ofprocedures, ~~the~~which ~~Rights~~would ~~Agreement~~have caused Assure to make reference thereto in ~~this~~its ~~report~~reports ison ~~qualified~~Solitario’s byfinancial ~~reference~~statements tofor ~~that~~such ~~exhibit~~fiscal years.

~~Item~~During ~~3.02~~the ~~Unregistered~~two ~~Sales~~most recent years ended December 31, 2025 and 2024 and through the subsequent interim period preceding the resignation of ~~Equity~~Assure, ~~Securities~~there were no reportable events as defined by Item 304(a)(1)(v) of Regulation S-K.

InSolitario ~~addition~~provided toAssure ~~the~~with ~~shares~~a copy of ~~common~~these ~~stock~~disclosures ~~sold~~as toset ~~Newmont~~forth ~~pursuant~~under tothis ~~the~~Item ~~SPA~~4.01 ~~described~~and ~~above,~~requested onthat ~~June~~Assure ~~18,~~furnish ~~2025,~~Solitario ~~the~~with ~~Company closed on~~ a ~~concurrent~~letter ~~private~~addressed ~~placement~~to ofthe ~~its~~Securities ~~common~~and ~~stock~~Exchange ~~involving~~Commission astating ~~single~~whether ~~third-party~~Assure ~~investor~~agrees (with the ~~“Offering”).~~above ~~That~~statements ~~investor agreed to purchase 5~~and,~~555,555~~ ~~shares~~if ~~of Company common stock. The Offering was~~ not, ~~underwritten~~stating bythe arespects ~~broker,~~in ~~the~~which ~~Company~~it ~~did~~does not ~~engage~~agree. aA ~~placement~~copy ~~agent~~of ~~for~~ the ~~Offering,~~response ~~and~~letter ~~there~~from ~~were~~Assure nois ~~underwriter~~attached ~~discounts~~hereto oras ~~commissions~~Exhibit 16.1.

The shares of Company common stock sold in the Offering, and those sold to Newmont pursuant to the SPA, were sold at US $0.63 per share. The per share sales price was calculated based on the prior 90-day volume weighted average price of the Company’s common stock.

As it relates to the Offering, and the shares of Company common stock offered and sold to Newmont pursuant to the SPA, the Company relied on the exemptions from registration set forth in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder. In connection with such offers and sales the Company: (i) did not engage in any public advertising or general solicitation in connection with the Offering; (ii) reasonably believed that each investor was sophisticated and an “accredited investor” and understood the risks of acquiring shares of Company common stock; and (iii) believed that each investor acquired the shares for investment purposes. No officers, directors or other affiliates of the Company participated in the Offering or the investment by Newmont.

The closing of the Offering and the investment by Newmont was subject to the filing of additional listing applications with the NYSE American Stock Exchange and the Toronto Stock Exchange, (collectively the “Exchanges”) with respect to the shares of Company common stock offered and sold, and the Company received the necessary approvals of the Exchanges to effect the closing.

Item 8.01 Other Events

On June 20, 2025, the Company issued a press release announcing the investment from Newmont and the closing of the Offering. A copy of that press release is attached to this report as Exhibit 99.1.

The information furnished under this Item 8.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by reference to such filing.

Item 9.01 Financial Statements and Exhibits

10.1		Stock Purchase Agreement by and between Solitario Resources Corp. and Newmont Overseas Exploration Ltd.
16.1		Letter from Assure CPA, LLC dated June 3, 2026
10.2		Amended and Restated Investor Rights Agreement by and between Solitario Resources Corp. and Newmont Overseas Exploration Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.1		Press Release dated June 20, 2025
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

June 203, ~~2025~~2026

	Solitario Resources Corp.

	By:	/s/ James R. Maronick
		James R. Maronick, Chief Financial Officer

Filing Compare · SOLITARIO RESOURCES CORP.