SOLITARIO EXPLORATION & ROYALTY CORP. (TSE:SLR) Files An 8-K Regulation FD Disclosure
Item 7.01
| Regulation FD Disclosure. |
On April 27, 2017, Solitario Exploration Royalty Corp.
(Solitario) issued a press release announcing the entry into
arrangement agreement (the Arrangement) to acquire all of the
issued and outstanding securities of Zazu Metals Corporation, a
corporation existing under the laws of the Canada (Zazu). A copy
of the press release is attached to this report as Exhibit99.1.
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 April 27, 2017 |
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 Arrangement, 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 Arrangement
(including the numerous approvals required in connection with the
Arrangement), 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
Arrangement
In connection with the Arrangement, Solitario intends to seek
approval from its shareholders at a meeting of shareholders to,
among other things, issue shares of its common stock to the
shareholders of Zazu to effect the Arrangement, as required by
the rules of the NYSE MKT and the Toronto Stock Exchange.
Solitario intends to filea preliminary proxy statement and a
definitive proxy statement with the SEC to seek such approval.
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT MATERIALS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION WITH RESPECT TO THE ARRANGEMENT BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ARRANGEMENT AND
THE PARTIES THERETO.
The definitive proxy statement will be mailed to Solitarios
shareholders seeking, among other things, their approval to issue
shares to effect the Arrangement. Solitarios shareholders may
also obtain a copy of the definitive proxy statement free of
charge once it is available 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 Arrangement. Information regarding the names, affiliations
and interests of certain of Solitarios executive officers and
directors in the solicitation will be available in the
preliminary proxy statement and definitive proxy statement
relating to the Arrangement to be 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.
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). SOLITARIO EXPLORATION & ROYALTY CORP. (TSE:SLR) Recent Trading Information
SOLITARIO EXPLORATION & ROYALTY CORP. (TSE:SLR) closed its last trading session 00.00 at 1.10 with 697 shares trading hands.