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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): December 5,
2019
SOLITARIO ZINC CORP.
(Exact
name of registrant as specified in its charter)
Colorado
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001-32978
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84-1285791
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(State
or other jurisdiction of
incorporation or organization)
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(CommissionFile
Number)
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(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: (303)
534-1030
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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☐
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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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Clas
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Trading Symbol
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Name of each exchange on which registered
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Common
Stock, $0.01 par value
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XPL
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NYSE
American
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Indicate by checkmark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§
230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth
company
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
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ITEM
8.01 Other
Matters
On
December 5, 2019, the Board of Directors of Solitario Zinc Corp.
(“Solitario”) approved an extension of its existing
share repurchase program through December 31, 2020. The share
repurchase program, as initially approved in October 2015,
authorized Solitario to repurchase up to 2.0 million shares of its
outstanding common stock and was set to expire on December 31,
2019.
As of
December 5, 2018, Solitario has repurchased 969,300 a total of
shares under the share repurchase program at an average price of
US$0.48 per share. Under the program, as now extended through
December 31, 2020, Solitario has the ability to repurchase up to
the remaining 1,060,700 shares subject to potential repurchase
under the program. All shares repurchased will reduce
Solitario’s outstanding shares of common stock.
The
timing and amount of any common stock repurchased will be
determined by Solitario’s management in the open market or in
privately negotiated transactions based on market conditions and
other factors, including price, regulatory requirements and capital
availability, and in compliance with applicable state and federal
securities laws. Repurchases may also be made in accordance with
Rule 10(b)18 under the Securities Exchange Act of 1934. The program
does not require the repurchase of any minimum number of shares and
may be suspended, modified or discontinued at any time without
prior notice. No repurchases will be made outside of the United
States, including shares trading on the Toronto Stock Exchange.
Payment for shares repurchased under the program will be funded
using Solitario’s working capital.
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.
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Solitario Zinc
Corp.
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December 5,
2019
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By:
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/s/ James R.
Maronick
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James R.
Maronick
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Chief Financial
Officer
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