Current Report Filing (8-k)
April 27 2017 - 3:30PM
Edgar (US Regulatory)
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):
April 27, 2017
SOLITARIO EXPLORATION & ROYALTY CORP.
(Exact name of registrant as specified in its
charter)
Colorado
(State or other jurisdiction of
incorporation or organization)
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001-32978
(Commission
File Number)
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84-1285791
(I.R.S. Employer
Identification No.)
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4251 Kipling Street, Suite
390
Wheat Ridge, CO 80033
(Address of principal executive offices)
Registrant’s telephone number, including area code:
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(303) 534-1030
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01
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Regulation FD Disclosure.
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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 Exhibit 99.1.
The information furnished
under this Item 7.01, including the exhibits, 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 of 1933, except as
shall be expressly set forth by reference to such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following
exhibits are furnished with this report:
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99.1
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Press release, dated April 27, 2017
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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 Form 10-K for the year ended December 31, 2016, and other filings with
the United States Securities and Exchange Commission (“SEC”). Most of these factors are beyond Solitario’s 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 file a 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 Solitario’s shareholders seeking, among other things, their approval to issue
shares to effect the Arrangement. Solitario’s 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 Solitario’s 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 Solitario’s
executive officers and directors is also available in
Solitario’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2016.
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.
April 27, 2017
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Solitario Exploration & Royalty Corp.
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By:
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/s/ James R. Maronick
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James R. Maronick, Chief Financial Officer
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