SOLITARIO EXPLORATION Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SOLITARIO EXPLORATION Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02.

Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On December 21, 2016, Solitario Exploration and Royalty Corp
(Solitario) announced that it has appointed John A. Labate as a
director. Mr. Labate was also appointed Chairman of the Audit
Committee of the Board of Directors. Mr. Labate has over 30 years
experience in the mining industry and has held senior financial
management positions in mining and technology companies.

Mr. Labate is currently the Chief Financial Officer of Gold
Resource Corporation (NYSE-MKT: GORO) and has served in that
capacity since May 2015. Prior to that, Mr. Labate served as a
consultant in accounting and finance matters in the mining
industry as well as Chief Financial Officer for Golden Star
Resources Ltd., a gold mining company (NYSE MKT: GSS; TSX: GSC)
and Constellation Copper Corporation, Crown Resources Corporation
and Applied Optical Technologies.Mr. Labate received a bachelors
degree in Accounting from San Diego State University.

On December 21, 2015, Solitario announced that John Hainey
resigned as a director and Chairman of the Audit Committee of the
Board of Directors of Solitario effective December 31, 2016. Mr.
Haineys resignation was for personal reasons and not as a result
of any disagreement with Solitario or its management with respect
to the operations, policies or practices of Solitario.

ITEM 8.01 Other Matters

On December 21, 2016, Solitario Board of Directors announced that
it has approved an extension of its existing share repurchase
program through December 31, 2017. The share repurchase program,
as initially approved in October 2015, authorized Solitario to
repurchase up to 2.0 million shares of its outstanding common
stock and was set to expire on December 31, 2016.

As of December 21, 2016, Solitario has repurchased 613,000 shares
under the plan at an average price of US$0.507 per share. Under
the program, as now extended, Solitario will have the ability to
repurchase up to the remaining 1,387,000 available shares under
the plan through December 31, 2017. All shares repurchased will
be cancelled and will reduce Solitarios current 38.7 million
shares outstanding.

The timing and amount of any stock repurchased will be determined
by Solitarios Companys management in the open market or in
privately negotiated transactions based on market conditions and
other factors, including price, regulatory requirements and
capital availability, and in compliance with applicable state and
federal securities laws. Repurchases may also be made under Rule
10(b)-18. The program does not require the repurchase of any
minimum number of shares and may be suspended, modified or
discontinued at any time without prior notice. No repurchases
will be made outside of the United States, including shares
trading on the Toronto Stock Exchange. Payment for shares
repurchased under the program will be funded using Solitarios
working capital.

ITEM 9.01


Exhibits Exhibit Description
99.1 Press Release dated December 21, 2015 announcing the Board of
Director changes and the extension of the Solitario share
repurchase program.


Solitario Exploration & Royalty Corp. is an exploration-stage company. The Company focuses on the acquisition of precious and base metal properties with exploration potential, and the purchase of royalty interests. The Company acquires and holds a portfolio of exploration properties for sale, joint venture, or to create a royalty prior to the establishment of proven and probable reserves. The Company operates through mineral exploration segment. The Company conducts exploration activities in Peru and Mexico. The Company’s joint ventures and strategic alliance properties include Bongara Zinc Project (Peru), Chambara Zinc Property (Peru), Newmont Alliance and the La Promesa Project (Peru). The Company’s royalty properties include Yanacocha Royalty Property (Peru), and Norcan and Aconchi Copper Properties (Mexico). The Company’s owned property is Canta Colorado Gold Property (Peru).


SOLITARIO EXPLORATION & ROYALTY CORP. (NYSEMKT:XPL) closed its last trading session up +0.036 at 0.640 with 13,825 shares trading hands.

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