ITEM 3.02 Unregistered Sales of Securities
Solitario Exploration & Royalty Corp. ("Solitario") has received irrevocable
commitments to purchase shares of Solitario common stock in a private placement
conducted by Solitario (the "Offering"). Solitario received the first such
commitment on February 17, 2014. In total, Solitario received commitments to
purchase 1,600,000 shares of common stock (the "Shares") at US $1.05 per share
for aggregate consideration of $1,680,000 in the Offering. Solitario retained
Haywood Securities, Inc. of Vancouver, British Columbia, Canada ("Haywood") to
serve as a placement agent in connection with the portion of the Offering
conducted in Canada and has agreed to pay Haywood a fee of $50,000 for the sale
effected to the single Canadian investor that participated in the Offering.
For all offers and sales effected within the United States or to U.S. persons
Solitario relied on the exemptions from registration set forth in Section
4(a)(2) under the Securities Act of 1933, as amended (the "1933 Act") and Rule
506(b) promulgated thereunder. In connection with such offers and sales
Solitario: (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" as defined in Rule 501(a) promulgated
under the 1933 Act and understood the risks of acquiring the Shares; and (iii)
believed that each investor is acquiring the Shares for investment purposes.
Solitario received an irrevocable commitment from a single Canadian investor in
the Offering and such offer and sale was effected outside the United States
pursuant to Regulation S promulgated under the 1933 Act. No officers, directors
or other affiliates of Solitario participated in the Offering.
The closing of the Offering is subject to the filing of additional listing
applications with the NYSE MKT and the Toronto Stock Exchange, (collectively the
"Exchanges") and to all necessary approvals of the Exchanges.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits Exhibit Description
99.1 Press Release dated February 21, 2014
announcing commitments for$1,680,000