SOLITARIO EXPLORATION & ROYALTY CORP. (TSE:SLR) Files An 8-K Regulation FD Disclosure
Item 7.01
| Regulation FD Disclosure. |
On June 20, 2017, Solitario Exploration Royalty Corp. (Solitario)
issued a press release encouraging Solitario shareholders to vote
at its upcoming annual meeting of shareholders (the Annual
Meeting) electronically, by mail or in person.
The Annual Meeting will be held on June 29, 2017 at 10:00 a.m. at
the offices of Solitario at 4251 Kipling St., Wheat Ridge, CO
80033, where shareholders will consider, among other items, a
proposal to approve the issuance of 19,788,183 shares of
Solitario common stock in exchange for all of the outstanding
shares of Zazu and acquire Zazu through a plan of arrangement
(the Acquisition). The material terms of the Acquisition, along
with the arrangement agreement, have been disclosed in various
reports filed by Solitario with the Securities and Exchange
Commission, including a Current Report filed on Form 8-K dated
April 26, 2017. The Acquisition has been unanimously approved by
the boards of directors of both Solitario and Zazu.
A copy of the press release is attached to this report as
Exhibit99.1. Additionally, a copy of a Fairness Opinion delivered
to Solitario by Mackie Research Capital Corporation, together
with certain supporting materials regarding the Acquisition is
attached to this report as Exhibit 99.2.
The information furnished under this Item 7.01, including the
exhibits, shall not be deemed filed for purposes of Section18 of
the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, except as shall be expressly set forth by reference to
such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are furnished with this
report:
| 99.1 | Press release, dated June 20, 2017 |
| 99.2 | Fairness Opinion of Mackie Research Capital Corporation |
Cautionary Statement
With the exception of historical matters, the matters discussed
in the press release include forward-looking statements within
the meaning of applicable securities laws that involve risks and
uncertainties that could cause actual results to differ
materially from projections or estimates contained therein. Such
forward-looking statements include, among others, statements
regarding the completion of the Acquisition, future exploration,
development, and production activities. Factors that could cause
actual results to differ materially from projections or estimates
include, among others, the completion of the Acquistion
(including the numerous approvals required in connection with the
Acquistion), metal prices, economic and market conditions,
operating costs, and receipt of working capital, as well as other
factors described in our Annual Report on Form10-K for the year
ended December31, 2016, and other filings with the United States
Securities and Exchange Commission (SEC). Most of these factors
are beyond Solitarios ability to predict or control. Solitario
disclaims any obligation to update any forward-looking statement
made in the press release, whether as a result of new
information, future events, or otherwise. Readers are cautioned
not to put undue reliance on forward-looking statements.
Additional Information About the
Acquisition
In connection with the Acquisition, Solitario is seeking approval
from its shareholders at the Annual Meeting to, among other
things, issue shares of its common stock to the shareholders of
Zazu to effect the Acquisition, as required by the rules of the
NYSE MKT and the Toronto Stock Exchange. Solitario has filed a
definitive proxy statement with the SEC to seek such approval.
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE ACQUISITION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE ACQUISTION AND THE PARTIES THERETO.
Solitarios shareholders may obtain a copy of the definitive proxy
statement free of charge by directing a request to: Solitario
Exploration Royalty Corp. Attn: Corporate Secretary, 4251 Kipling
St. Suite 390, Wheat Ridge, CO 80033, (303) 534-1030.
Solitario and its respective directors, executive officers and
other members of management, under SEC rules, may be deemed to be
participants in the solicitation of proxies in connection with
the Acquisition. Information regarding the names, affiliations
and interests of certain of Solitarios executive officers and
directors in the solicitation is included in the proxy statement
relating to the Acquisition filed with the SEC. Information about
Solitarios executive officers and directors is also available in
Solitarios Annual Report on Form 10-K, as amended, for the year
ended December 31, 2016.
SOLITARIO EXPLORATION & ROYALTY CORP. ExhibitEX-99.1 2 exh991.htm Exhibit 99.1 June 20,…To view the full exhibit click here About SOLITARIO EXPLORATION & ROYALTY CORP. (TSE:SLR)
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).
