0001048462-25-000013.txt : 20250709 0001048462-25-000013.hdr.sgml : 20250709 20250709161650 ACCESSION NUMBER: 0001048462-25-000013 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250709 DATE AS OF CHANGE: 20250709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOLITARIO RESOURCES CORP. CENTRAL INDEX KEY: 0000917225 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] ORGANIZATION NAME: 01 Energy & Transportation EIN: 841285791 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-59273 FILM NUMBER: 251113775 BUSINESS ADDRESS: STREET 1: 4251 KIPLING STREET STREET 2: SUITE 390 CITY: WHEAT RIDGE STATE: CO ZIP: 80033 BUSINESS PHONE: 3035341030 MAIL ADDRESS: STREET 1: 4251 KIPLING STREET STREET 2: SUITE 390 CITY: WHEAT RIDGE STATE: CO ZIP: 80033 FORMER COMPANY: FORMER CONFORMED NAME: SOLITARIO ZINC CORP. DATE OF NAME CHANGE: 20170717 FORMER COMPANY: FORMER CONFORMED NAME: SOLITARIO EXPLORATION & ROYALTY CORP. DATE OF NAME CHANGE: 20080616 FORMER COMPANY: FORMER CONFORMED NAME: SOLITARIO RESOURCES CORP DATE OF NAME CHANGE: 20000711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LP CENTRAL INDEX KEY: 0001048462 ORGANIZATION NAME: EIN: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 777 SOUTH FLAGLER DRIVE STREET 2: SUITE 602 EAST CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE STREET 2: 1ST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD CAPITAL LLC DATE OF NAME CHANGE: 20000817 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001048462 XXXXXXXX LIVE Common Stock, par value $0.01 per share 06/11/2025 0000917225 SOLITARIO RESOURCES CORP. 8342EP107 4251 Kipling Street, Suite 390 Wheat Ridge CO 80033 Rule 13d-1(c) WEXFORD CAPITAL LP DE 0 5555555 0 5555555 5555555 N 6.18 PN Wexford GP LLC DE 0 5555555 0 5555555 5555555 N 6.18 OO Charles Davidson X1 0 5555555 0 5555555 5555555 N 6.18 IN Joseph Jacobs X1 0 5555555 0 5555555 5555555 N 6.18 IN SOLITARIO RESOURCES CORP. 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado, 80033 Wexford Capital LP ("Wexford Capital"), Wexford GP LLC ("Wexford GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs", and together with Wexford Capital, Wexford GP and Davidson, the "Reporting Persons") are hereby jointly filing this Schedule 13G because such Reporting Persons may be deemed to beneficially own the same securities directly acquired from the Issuer named in Item 1 by KIA II LLC ("KIA") due to certain affiliations among the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Reporting Persons have executed a written agreement relating to the joint filing of this Schedule 13G (the "Joint Filing Agreement"), a copy of which is annexed hereto as Exhibit 99.1. The address of the principal business office of the Reporting Persons is c/o Wexford Capital LP, 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401. Each of Wexford Capital and Wexford GP are formed in Delaware. Each of Davidson and Jacobs are United States citizens. Y The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Wexford Capital may, by reason of its status as manager of KIA, be deemed to own beneficially the securities held by KIA. Wexford GP may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities held by KIA. Each of Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities held by KIA. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by KIA. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities held by KIA and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective pecuniary interests therein. The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information in Row 11 is calculated on the basis of 89,956,840 shares of Common Stock issued and outstanding, as reported by the Issuer to Wexford Capital. As of the date of event that required the filing of this Schedule 13G, the Reporting Persons may have been deemed to beneficially own more than 5% of the outstanding shares of Common Stock. The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Y N KIA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. WEXFORD CAPITAL LP /s/ Mark E. Ahern By: Wexford GP LLC, its General Partner, By: Mark E. Ahern, Vice President and Assistant Secretary 07/09/2025 Wexford GP LLC /s/ Mark E. Ahern Wexford GP LLC, By: Mark E. Ahern, Vice President and Assistant Secretary 07/09/2025 Charles Davidson /s/ Charles E. Davidson Charles E. Davidson 07/09/2025 Joseph Jacobs /s/ Joseph M. Jacobs Joseph M. Jacobs 07/09/2025 EX-99.1 2 ex99_1.htm JOINT FILING AGREEMENT
EXHIBIT 99.1
JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Solitario Resources Corp.
 
DATED: July 9, 2025
       
       
 
WEXFORD CAPITAL LP
  
 
By:
Wexford GP LLC, its General Partner
  
       
 
By:
/s/ Mark E. Ahern
  
 
Name:  
Mark E. Ahern
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
WEXFORD GP LLC
  
       
 
By:
/s/ Mark E. Ahern
  
 
Name:  
Mark E. Ahern
  
 
Title: 
Vice President and Assistant Secretary
  
       
       
 
/s/ Joseph M. Jacobs
  
 
 JOSEPH M. JACOBS
  
       
       
 
/s/ Charles E. Davidson
  
 
 CHARLES E. DAVIDSON