Current Report Filing (8-k)
June 20 2017 - 11:16AM
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):
June 20, 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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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 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 Exhibit 99.1. 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 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 June 20, 2017
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99.2
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Fairness Opinion of Mackie Research Capital Corporation
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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 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 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 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.
Solitario’s
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 Solitario’s executive officers and directors in the solicitation is included in the proxy statement relating
to the Acquisition 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.
June 20, 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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