“Solitario Exploration & Royalty has established itself as one of the
leading Latin American exploration companies by pioneering mineral
exploration in emerging new geologic terrains, building major new
land positions and creating Net Profit Interest (“NPI”) Royalty
structured joint ventures with global mining companies.”
2008 Annual Report
SOLITARIO
E x p l o r at i o n
& r o ya lt y
“Solitario was, and remains, far better positioned than most junior
exploration companies in not only surviving the current financial crisis,
but perhaps benefiting from it with our strong financial position.”
Letter to Shareholders | A Year of Extremes
Even in these challenging financial times, we remain opti-
Our Business Model Is Working
mistic and confident about Solitario Exploration & Royalty
In last year's annual report, we stated, “Our business model is
Corp.'s future. Financially, we are rock solid with approxi-
designed to lower risk and enhance financial returns relative to
mately $20 million in cash and Kinross securities as of the
royalty-only companies or self-financing exploration compa-
end of the first quarter of 2009. Of the five major joint ven-
nies that develop their own projects independently.” We
tures and Strategic Alliances we started with in 2008, four
remain in tact for 2009, which speaks to the underlying qual-
ity of our core properties. Our pipeline of high potential,
100%-owned exploration projects remains full and exciting.
2008 was certainly a year of extremes. What started out as a
promising year for the commodity markets ended up being a
severe downturn by year's end. Virtually no junior exploration
company's market valuation was spared,
including
Solitario's. However, Solitario was, and remains, far better
positioned than most junior exploration companies in not only
surviving the current financial crisis, but perhaps benefiting
from it with our strong financial position.
substantially lowered our financial risks due to our partners
spending approximately $10 million advancing four of our
joint-ventured projects in 2008. This allowed Solitario to
maintain its strong financial position, while benefiting from
our principal projects moving forward. Additionally, we rec-
ognized in early 2008 that it would be prudent to trim our
independent exploration budget and consequently we signif-
icantly reduced our expenditures in Brazil.
At the end of the first quarter of 2009, Solitario had cash and
shares of Kinross Gold valued at approximately $20 million
and no debt. We remain uniquely positioned for success in
the exploration arena, coupled with exceptional joint ven-
Within the geographic areas that we operate, we are seeing a
ture arrangements with senior mining company partners.
dramatic reduction in competitor activity that is resulting in
Our joint ventures are structured very similarly to Net Profit
higher quality advanced properties becoming available to us
Interest Royalties, or NPI Royalties, in which we are essen-
for acquisition from financially struggling junior exploration
tially financed through production, to cash flow. We know
companies. Additionally, exploration costs are coming down
of no other company with such an array of NPI-royalty struc-
as the pace of industry work slows.
tured joint ventures.
1 | Solitario Exploration & Royalty
All Photography by Walt Hunt
Our strategy to create NPI-royalty structured joint
ventures has allowed us to maintain:
n a low number of shares outstanding
n an effective exploration team consisting of 12
full-time geologists working in three countries
n a strong balance sheet with approximately $20
million in cash and securities, and no debt
n the ability to move quickly, without financing,
when new opportunities arise
With this introduction, we invite you to update
Projects: Our Core Properties
Peru Alliance, Peru
n regional silver-base metals projects, 100%-owned
n subject to Newmont's back-in rights with 25%-carried interest
to Solitario
n two high-grade projects to be drill tested in 2009
Pachuca Real, Mexico
n silver-gold project, 100%-owned
n 38 high-quality targets ready for drilling
n strong outside interest to joint venture project
yourself on Solitario's solid portfolio of projects.
Bongará, Peru
Everything considered, we believe 2009 could
well be a year of promising new opportunities.
Sincerely,
Christopher E. Herald
President & Chief Executive Officer
n advanced high-grade zinc project
n 30%-carried interest, 100%-financed by Votorantim Metais
n exceptional drill results in 2008 - more drilling in 2009
Pedra Branca, Brazil
n advanced open-pitable platinum-palladium project
n 35%-carried interest, nearly 100%-financed by Anglo Platinum
n solid 2008 drilling results - more drilling planned in 2009
Chambara, Peru
n regional zinc project
n 30%-carried interest, 100%-financed by Votorantim Metais
n additional work planned on several high-grade zinc
prospects in 2009
2008 Annual Report | 2
“The Chonta and La Promesa properties are situated within
the central Peru mineral belt that is proximal to the giant
Cerro de Pasco silver-base metal district.”
Peru Alliance | Two New Projects Provide Plenty of Exploration Upside
Work conducted in 2008 within our Peru Strategic Alliance
Solitario’s name that enlarges the outer perimeter of the
area (Alliance Partner - Newmont Mining) resulted in the
Solitario-held land position. The Chonta property is subject
identification, acquisition and delineation of two very high-
to the provisions of the Newmont Alliance as discussed on the
quality silver-base metals (zinc+lead) projects - the Chonta
next page.
and La Promesa projects. Both properties are situated within
the central Peru mineral belt that is proximal to the giant
Cerro de Pasco silver-base metal district.
At Chonta, widespread small-scale mining occurred over an area
of nearly one-square kilometer. Our extensive surface work
demonstrated widespread silver-base metals mineralization in
mantos replacement deposits and veins. Current plans call for
The 2,000-hectare La Promesa property is a new Solitario dis-
covery. At surface, we have traced two veins for at least 400
meters along strike, and we have strong indications that at
least five other veins may be present. Solitario currently owns
100% of the La Promesa property, subject to the provisions of
the Newmont Alliance.
an initial eight-hole, 1,600 meter drilling campaign beginning
What sets La Promesa apart from other properties are the
in May 2009. This property has never been drill tested.
exceptionally high grades in silver, zinc, lead and indium*
The 583-hectare Chonta property was optioned in March
2008 with a private party in Peru. We can earn 100% inter-
observed at surface. Although our sampling on the project to
date is limited, it is very encouraging. There appears to be
est in the property by making escalating payments over a
a systematic trend towards greater vein thickness with depth,
five-year period totaling $2.25 million. Solitario can unilat-
as the widest observed vein in outcrop occurs at the lowest
erally terminate the agreement at any time. Additionally, we
elevation sampled to date. The chart on the next page shows
acquired four concessions and now hold 4,583 hectares in
some of the exceptional grades encountered at La Promesa.
3 | Solitario Exploration & Royalty
Our plans call for additional surface work to fur-
ther define drill targets during the second quarter
of 2009. Pending acquisition of exploration per-
The Peru Alliance Agreement
with Newmont Mining
mits within a reasonable amount of time, we
In January 2005, we signed a strategic Alliance Agreement
anticipate an initial 10-hole, 1,500 meter drilling
program beginning in the third quarter of 2009.
Vein Width Silver Zinc LeadIndium
(meters) gpt % % gpt*
Western 2.8
1.2
2.2
0.9
2.0
Eastern
Central
758
1975
67
677
956
19.4
33.1
17.5
15.0
23.1
7.2
5.6
0.3
4.5
19.2
153
430
175
12
0
and a Stock Purchase Agreement with various subsidiaries of
Newmont Mining (“Newmont”) to explore for gold in South
America and for the purchase of 2.7 million shares of Solitario
by Newmont (at the time, an approximate 9.9% equity inter-
est) for approximately $3.8 million. As part of the Alliance
Agreement we are committed to spend $3.8 million over the
four-year period on gold exploration in regions (“Alliance Proj-
ect Areas”) that are mutually agreed upon by Newmont and
Solitario. If we acquire properties within Alliance Project
Areas and meet certain minimum exploration expenditures,
Newmont will have the right to joint venture acquired proper-
ties and earn up to a 75% interest by taking the project through
feasibility and financing Solitario’s retained 25% interest into
production. Newmont may elect to earn a lesser interest or no
interest at all, in which case it would retain a 2% Net Smelter
* Indium is a metal used in the manufacturing
of flat screen television and other high-tech
applications.
Return royalty.
2008 Annual Report | 4
“With over 1.4 billion ounces of historic silver
production, and 7.0 million ounces of gold, we
believe outstanding potential exists to make
significant new discoveries.”
Pachuca Real Project, Mexico | Ready to Drill
The Pachuca Real del Monte silver-gold district is one of
the most prolific precious metals mining camps ever dis-
covered in the world. With over 1.4 billion ounces of
historic silver production, and 7.0 million ounces of gold,
we believe outstanding potential exists to make significant
new discoveries, particularly in the “North District,” where
most of our work to date has focused.
and 10 kilometers wide. Veins in the historic district were very
continuous over long distances along strike and down dip.
Newmont tested 11 different target areas in 2007 and 2008 by
completing 19 core holes totaling 7,873 meters. Seven of the
holes intersected significant mineralization in six different
prospects. Many of the other holes intersected anomalous pre-
cious metal mineralization. Better intercepts are provided below.
Our former joint venture partner, Newmont Mining, provided us
with a treasure trove of new well-defined drill targets. In fact,
Newmont’s surface work identified 38 high-quality drill targets
within our vast 30,000-hectare claim block. The targets at
Pachuca Real consist of high-grade silver-gold veins that are dis-
tributed over a geographic area measuring 15 kilometers long
Currently we are compiling the vast data base that Newmont
generated during the past two-and-a-half years. Several com-
panies have expressed interest in potentially joint venturing
the project with us. We remain very excited about the poten-
tial of the Pachuca Real project and believe it could be a very
impacting project to our shareholders.
Prospect Name Drill Hole
PAC-08
PAC-09
Interval (m)*
San Juan Gallo
El Escribano
Tierras Colorados
Investigadora
San Juan Gallo
Au g/t
2.03
0.19
0.75
0.26
0.03
1.28
0.29
0.63
1.98
0.44
0.16
1.37
1.00
* True thickness has not been calculated and could be substantially less than the drill thickness for some intervals.
From/To
266.4 -267.3
129.3 - 129.9
245.0 -245.5
323.3 - 323.8
380.3 - 381.7
314.4 -315.3
142.9 - 145.0
156.9 -158.9
158.4 -158.9
235.0 - 236.0
234.8 - 237.5
73.1 - 73.4
274.7 - 276.1
0.90
0.60
0.50
0.50
1.40
0.85
2.15
1.95
0.45
1.00
2.75
0.30
1.40
San Juan Gallo
El Escribano
PAC-10
PAC-11
PAC-13
PAC-17
PAC-18
Ag g/t
754.0
144.0
468.0
163.0
119.3
173.0
87.1
144.7
335.0
141.8
86.4
1685.0
458.4
5 | Solitario Exploration & Royalty
2008 Annual Report | 6
“These impressive drilling results confirm the excellent size
potential of this high-grade zinc deposit, leading us to
believe that Florida Canyon represents one of the best
undeveloped zinc deposits in the world.”
Bongará Project, Peru | Another Year of Positive Drilling Results
2008 marked the most aggressive exploration drilling year in
controlled deposits and also as thicker structurally controlled
Bongará's history with 54 holes and 16,468 meters of core
breakout zones. We believe a fourth breakout zone, called the
drilling completed. Highlights of the program include drill hole
South Zone, was intersected in 2008. These zones display rel-
V-44, that cut 28.3 meters grading 15.2% zinc, 0.8% lead and
16.0 grams per tonne (“gpt”) silver, and hole V-165, that inter-
sected 19.0 meters grading 12.8% zinc, 0.8% lead and 29.4 gpt
silver. The program was managed and funded by Solitario's
atively high-grade mineralized bodies extending vertically
across thick intervals of stratigraphy as evidenced by the
drilling results presented at the bottom of this page.
joint venture partner Votorantim Metais (“Votorantim”).
A high-resolution laser survey was conducted in 2008 that very
These impressive drilling results confirm the excellent size
potential of this high-grade zinc deposit, leading us to believe
that Florida Canyon represents one of the best undeveloped
zinc deposits in the world. Moreover, the deposit is open to
accurately determined the regional topographic surface to aid
in detailed engineering for infrastructure planning. This sur-
vey will be utilized in 2009 for the selection of the final road
alignment to access the Florida Canyon deposit - a key compo-
expansion in all directions. Since September of 2006, work
nent to future development of the project. Other plans for 2009
conducted by Votorantim has demonstrated that high-grade
consist of another round of detailed core drilling to further
zinc mineralization is widespread as both stratigraphically
define higher grade portions of the deposit.
Breakout
Zone Name
Drill Hole
Number
Intercepts
(meters)
Sam
Karen
North Zone
South Zone
GC-17
FC-23
A-1
V-21
V-44
58.8
81.5
36.2
92.0
28.3
Zinc
%
12.0
4.8
12.8
5.5
15.2
Lead
%
Zinc+Lead
%
2.8
0.8
2.7
1.7
0.8
14.8
5.6
15.5
7.2
16.0
7 | Solitario Exploration & Royalty
About Votorantim Metais
Votorantim Metais belongs to a Brazilian pri-
vately held, wide-ranging business conglomerate
with 2007 revenues of US$15.6 billion. The met-
als business division accounted for 30% of
revenues from production of zinc, nickel, steel
and aluminum. Votorantim Metais is the world's
third largest primary zinc producer with three
The Bongará Agreement
with Votorantim Metais
Votorantim Metais has completed approximately $12.0 million
in exploration expenditures since signing the initial Letter
Agreement in August 2006. Solitario is entitled to cash pay-
ments of $200,000 per year until Votorantim makes a
operating zinc smelters and two operating zinc
production decision. Votorantim has the option to earn up to a
mines. It owns the Cajamarquilla zinc smelter
70% interest in the project by committing to place the project
in Peru and is a major shareholder of Milpo (a
into production based upon a feasibility study and spending a
significant Peruvian zinc producer).
minimum of $18.0 million on exploration and development.
Once Votorantim has spent $18.0 million on exploration and
development, and committed to place the project into produc-
tion, it has further agreed to finance Solitario's 30%
participating interest for construction. Solitario will repay the
loan facility through 50% of its cash flow distributions.
2008 Annual Report | 8
“Anglo Platinum has once again agreed to fund our exploration program with
a $1.5 million budget. Approximately 4,000 meters of core drilling, which is
the single largest drilling campaign yet, is planned to begin in mid-2009.”
Pedra Branca Project, Brazil | Another Year of Solid Drilling Results
Twenty-seven drill holes totaling 1,839 meters were com-
pleted at Pedra Branca in 2008. Six different prospect areas
were drilled with five returning favorable results. These suc-
The Pedra Branca Agreement
with Anglo Platinum
cessful tests were at four Cedro area prospects and
Anglo Platinum has funded approximately $4.5 mil-
extensions to known mineralization at the high-grade Curiu
lion on exploration since signing the initial Letter
deposit. All of these successes were in the central core of
Agreement in January 2003 and has earned a 30% in-
the project area.
Even with 270 holes completed on the project, we continue
to develop new drill targets. In 2009 we plan to conduct the
first-ever drilling on the Galante and San Francisco
prospects that are situated approximately 10 kilometers
north of our main exploration area. Both prospects display
geochemical and geophysical (magnetic) anomalies that are
very similar to signatures found in the main Esbarro-Cedro-
Curiu prospect area.
Anglo Platinum has once again agreed to fund our explo-
ration program with a $1.5 million budget. Approximately
4,000 meters of core drilling, which is the single largest
drilling campaign yet, is planned to begin in mid-2009.
Drilling highlights are provided on the opposite page.
9 | Solitario Exploration & Royalty
terest in the project. Anglo Platinum has the option
to incrementally earn up to a 51% interest in the proj-
ect by spending an additional $2.5 million (total of $7
million) on exploration at Pedra Branca by December
31, 2010. However, Anglo Platinum is not required to
fund any future exploration expenditures. Anglo Plat-
inum can earn an additional 9% interest (for a total of
60%) by spending an additional $10.0 million on ex-
ploration or development. After Anglo Platinum has
spent $17.0 million, we would fund our 40% share of
feasibility expenses. Anglo Platinum has the option to
earn an additional 5% interest (for a total of 65%) by
arranging for 100% financing to put the project into
commercial production.
Ground Magnetic Map
Area
Curiu
Curiu
Curiu
Curiu
Cedro I
Cedro II
Cedro II
Cedro III
Cedro III
Cedro IV
Cedro IV
Hole Interval PGM+Au
(m)
(g/t)
CU-20
CU-22
CU-23
CU-26
CD-42
CD-36
CD-38
CD-34
CD-35
CD-47
CD-48
31.5
29.6
8.0
16.8
44.4
19.3
5.7
4.1
13.8
19.7
14.2
1.76
2.17
4.22
4.23
1.32
1.42
2.24
3.79
2.56
1.29
1.25
2008 Annual Report | 10
“Solitario is carving out a new niche with joint
ventures that are significantly structured as
NPI-royalties.”
About Royalties | Our JVs are NPI-Royalty Ventures
There are two principal types of royalties: Net Smelter Return
The charts on the opposite page provide an excellent summary
(“NSR”) Royalties and Net Profit Interest (“NPI”) Royalties.
of the foregoing discussion on royalties and Solitario
Most royalty companies are based predominantly on NSR-roy-
Exploration & Royalty Corp.'s unique position in the mining
alties, while Solitario is carving out a new niche with joint
industry.
ventures that are significantly structured as NPI-royalties.
We believe one of the main reasons that NPI-royalties are not
common in royalty companies is that the underlying owner (or
royalty generating company, i.e., Solitario) has to identify and
partially reveal the potential of a mineral property in order to
command the favorable terms that an NPI-royalty structured
joint venture provides. Identifying new properties with excep-
tional potential and advancing such projects to the point that
others can see that potential are our technical strong suit.
Besides our NPI-royalty structured joint ventures, Solitario
has one important NSR-royalty property - Yanacocha. The
Yanacocha royalty covers a strategically located 61,000-
hectare property position within the largest gold producing
district in South America – the Yanacocha district. Solitario
currently receives no income from this royalty, however,
Minera Yanacocha (51%-owned by Newmont Mining Corpo-
ration and 44%-owned by Buenaventura), manager of
Solitario’s royalty property, continues to conduct district-wide
exploration, including important new geologic and geophysi-
Our joint ventures are all NPI-royalty structured joint ven-
cal work on our property. We are hopeful that Newmont's
tures. In many ways, our joint venture structures are better
focused efforts on our property will lead to the establishment
than NPI-royalties in that we have some influence over pro-
of resources and eventually production.
duction decisions as we are minority members of a Board of
Directors that manage the asset. Another more favorable
attribute with all of our joint ventures is that we receive some
cash flow from project profits upon the commencement of pro-
duction. Generally, an NPI-royalty does not generate any cash
flow until all capital is paid back.
11 | Solitario Exploration & Royalty
(in millions)
Solitario’s Costs to Date
Partner’s Estimated Costs to Earn its Initial Interest
Interest Earned
Partner Feasibility and Construction Financing Required
Solitario’s Interest Upon Cash Flow
Future Solitario Cash Contributions to Reach Production
Solitario’s Partners’ Global Production Ranking
*Up to $10 million in funding by Anglo, then pro-rata
Bongará
Pedra
Branca Chambara Alliance
Peru
$0.5
$34.0
61%
Yes
30%
$0.0
$5.0
$11.8
51%
Yes*
35%
$6.0
$0.1
$12.3
49%
Yes
30%
$0.0
$2.2
$3.0
51%
Yes
25%
$1.2
Votorantim Anglo Plat. Votorantim
3rd largest
largest
3rd largest
Zn
PGM
Zn
Newmont
2nd largest
Au
High
Financial
Return
NSR-
Royalty
Low
Low
Solitario’s
NPI-Royalty
Structured JV
100% Owned
Interest
Risk
High
2008 Annual Report | 12
“The Chambara zinc project is centered in what we
consider to be one of the best under-explored zinc
terrains in the world.”
Chambara Project, Peru | A Large-Scale Regional Program
The Chambara zinc project is centered in what we consider
to be one of the best under-explored zinc terrains in the
world. In March of 2008 we signed an exciting new joint
venture arrangement with Votorantim Metais on our
regional Chambara zinc project. One of the key elements of
this attractive joint venture arrangement is that it estab-
lishes a huge area of interest that is approximately 200
kilometers long and 85 kilometers wide. Any acquisition
of properties within this area of interest by Votorantim is
The Chambara Agreement
with Votorantim Metais
Votorantim has the option to earn a 49% interest in
Minera Chambara by spending a total of $6.25 million
on exploration over the next seven years. Votorantim
will then have the right to earn an additional 21% (total
70%) by funding a feasibility study and arranging con-
subject to this joint venture. Consequently, we will partic-
struction financing for Solitario's 30%-interest at
ipate in all new projects that Votorantim generates in the
LIBOR+3.5%. Solitario will repay the loan facility
future. As with our other agreements with major mining
through 80% of its cash flow distributions.
company partners, this agreement is an NPI-royalty struc-
tured joint venture.
The Chambara project hosts four high-quality zinc prospects
within our vast 61,000 hectare land position. Surface work
has demonstrated sizable areas of high-grade zinc in rock
outcrops. Additional surface work is required before drill
targets can be firmly established. However, we are opti-
mistic that significant new zinc discoveries, similar in size
to Florida Canyon, will be made within our area of interest.
13 | Solitario Exploration & Royalty
Management’s Discussion & Analysis of Financial Condition & Results of Operations
The following discussion should be read in conjunction with the in-
formation contained in the consolidated financial statements and
notes thereto included below. Our financial condition and results of
operations are not necessarily indicative of what may be expected in
future years.
(a). Business Overview and Summary
We are an exploration stage company with a focus on the acquisition
of precious and base metal properties with exploration potential.
We acquire and hold a portfolio of exploration properties for future
sale, joint venture or to create a royalty prior to the establishment of
proven and probable reserves. Although our mineral properties may
be developed in the future through a joint venture, we have never de-
veloped a mineral property and we do not anticipate developing any
currently owned mineral properties on our own in the future. We
may also evaluate mineral properties to potentially buy a royalty.
We were incorporated in the state of Colorado on November 15, 1984,
as a wholly owned subsidiary of Crown Resources Corporation
(“Crown”). We have been actively involved in this business since
1993. We recorded revenues from joint venture payments of $200,000
and $100,000, respectively, related to our Bongará Project during
2008 and 2007. Previously, our last significant revenues were
recorded in 2000 upon the sale of our Yanacocha property for
$6,000,000. We expect that future revenues from joint venture pay-
ments or the sale of properties, if any, would also occur on an infre-
quent basis. At December 31, 2008 we had exploration properties in
Peru, Bolivia, Mexico and Brazil, and two royalty properties in Peru.
We are conducting exploration activities in all of those countries.
Our principal expertise is in identifying mineral properties with
promising mineral potential, acquiring these mineral properties and
exploring them to enable us to sell, joint venture or create a royalty
on these properties prior to the establishment of proven and proba-
ble reserves. Currently we have no mineral properties in develop-
ment and we do not anticipate developing any currently owned
properties on our own in the future. We currently own 16 mineral
properties under exploration and we own our Yanacocha and La Tola
royalty interests. Our goal is to discover economic deposits on our
mineral properties and advance these deposits, either on our own or
through joint ventures, up to the development stage (development
activities include, among other things, the completion of a feasibil-
ity study, the identification of proven and probable reserves, as well
as permitting and preparing a deposit for mining). At that point, or
sometime prior to that point, we would attempt to either sell our min-
eral properties, pursue their development through a joint venture
with a partner that has expertise in mining operations or create a
royalty with a third party that continues to advance the property.
In analyzing our activities, the most significant aspect relates to re-
sults of our exploration activities and those of our joint venture part-
ners on a property-by-property basis. When our exploration
activities, including drilling, sampling and geologic testing indi-
cate a project may not be economic or contain sufficient geologic
or economic potential we may impair or completely write-off the
property. Another significant factor in the success or failure of our
activities is the price of commodities. For example, when the price
of gold is up, the value of gold-bearing mineral properties increases,
however, it also becomes more difficult and expensive to locate and
acquire new gold-bearing mineral properties with potential to have
economic deposits.
The potential sale, joint venture or development through a joint ven-
ture of our mineral properties will occur, if at all, on an infrequent
basis. Accordingly, while we conduct exploration activities, we need
to maintain and replenish our capital resources. We have met our
need for capital in the past through (i) the sale of properties, which
last occurred in 2000 with the sale of our Yanacocha property for
$6,000,000; (ii) joint venture payments, including payments of
$200,000 and $100,000, respectively, received during 2008 and
2007 on our Bongará property from which we previously received
payments during the years from 1996 through 2000; (iii) sale of our
investment in Kinross Gold Corporation (“Kinross”); and (iv) is-
suance of common stock, including exercise of options, and through
private placements, most recently as part of a strategic alliance with
a major mining company. We have reduced our exposure to the costs
of our exploration activities through the use of joint ventures. We an-
ticipate these practices will continue for the foreseeable future al-
though we expect that our primary funds will come from the sale of
our investment in Kinross.
(b). Recent Developments
On June 12, 2008, our shareholders approved an amendment to the
Articles of Incorporation of Solitario to change the name of the cor-
poration to Solitario Exploration & Royalty Corp. from Solitario Re-
sources Corporation.
We have a significant investment in Kinross of $21,183,000 at De-
cember 31, 2008, which consists of 1,150,000 shares of Kinross
common stock. Of these shares, 250,000 are not subject to the Kin-
ross Collar, discussed below under "Liquidity and Capital Re-
sources - Hedge of the Investment in Kinross." As of March 9, 2009,
Solitario's 250,000 shares have a value of approximately $3.9 mil-
lion based upon the market price of $15.69 per Kinross share. Dur-
ing 2008 and 2007 Solitario sold 192,920 and 400,000 shares,
respectively, of Kinross common stock for net proceeds of
$4,430,000 and $5,548,000. Any significant fluctuation in the mar-
ket value of Kinross common shares could have a material impact
on Solitario's liquidity and capital resources.
As a result of a dividend of $0.04 per share that Kinross paid on
both September 30, 2008 and March 31, 2008, the prices under the
Kinross Collar were adjusted to (i) 400,000 shares due on April 14,
2009 for a lower threshold price of no less than $13.73 per share (the
"Floor Price") and an upper threshold price of no more than $21.69
per share; (ii) 400,000 shares due on April 13, 2010 for a lower
threshold of the Floor Price and an upper threshold price of no more
than $24.38 per share ; and (iii) 100,000 shares due on April 12,
2011 for no less than the Floor Price and an upper threshold price
of no more than $27.54 per share .
On December 10, 2008, we sold two covered call options covering
50,000 shares of Kinross each (the "Kinross Calls"). The first call
option had a strike price of $20.00 per share and expired unexer-
cised on February 21, 2009. The option was sold for $65,000 cash
and had a fair market value of $76,000 recorded as derivative instru-
ment liability on December 31, 2008. The second call option had
a strike price of $22.50 per share and expired unexercised on Feb-
ruary 21, 2009. The option was sold for $39,000 cash and had a
fair market value of $40,000 recorded as derivative instrument lia-
bility on December 31, 2008. Solitario recorded a loss of $12,000
related to the Kinross Calls in unrealized gain (loss) on derivative in-
strument in statement of operations during 2008.
During the twelve months ended December 31, 2008, we capitalized
a total of $111,000 related to initial staking and lease costs on our
Cajatambo, Excelsior, Chonta, Paria Cruz and La Promesa explo-
ration projects in Peru, our La Noria and Purica exploration projects
in Mexico and our Espanola exploration project in Bolivia. Any ad-
ditional costs incurred for subsequent lease payments or exploration
activities related to these projects will be expensed as incurred.
On April 4, 2008, we signed the Minera Chambara, S.A.C. ("Min-
era Chambara") shareholders' agreement with Votorantim Metais
Cajamarquilla, S.A., a wholly owned subsidiary of Votorantim Metais
(both companies referred to as "Votorantim") for the exploration of
a large area of interest in northern Peru measuring approximately
200 by 85 kilometers. Votorantim is the operator and will conduct
2008 Annual Report | 14
Management’s Discussion & Analysis | continued
exploration on the project. Pursuant to the agreement, Votorantim
contributed titled mineral properties within the area of interest to-
taling approximately 51,000 hectares to Minera Chambara for a
15% interest in Minera Chambara. We contributed 9,500 hectares
of mineral claims and certain exploration data in our possession for
an 85% interest in Minera Chambara. Existing and future proper-
ties subject to the terms of the shareholders' agreement will be held
by Minera Chambara. As of December 31, 2008, Minera Cham-
bara’s only assets are its interest in the properties and Minera Cham-
bara has no debt. Votorantim may increase its shareholding interest
to 49% by expending $6,250,000 over seven years and may increase
its interest to 70% by funding a feasibility study and providing for
construction financing for our interest. If Votorantim provides such
construction financing, we would repay that financing, including in-
terest, from 80% of Solitario's portion of the project cash flow. We
have determined that Votorantim controls Minera Chambara pur-
suant to the terms of the shareholders' agreement and accordingly,
we have recorded our investment in Minera Chambara using the eq-
uity-method of accounting. During the second quarter of 2008, Soli-
tario transferred its interest in the claims of $30,000 from mineral
properties, net to equity method investment. During 2008, Solitario
reduced its equity method investment in Minera Chambara to zero,
through a non-cash charge to exploration expense. We do not antic-
ipate we will record an increase in the book value of our 85% eq-
uity-method investment in the shares of Minera Chambara in the
foreseeable future, if at all.
On April 24, 2007, we signed an agreement (the "Shareholders’
Agreement") relating to the Pedra Branca Project in Brazil with
Anglo for the exploration and development of the Pedra Branca Proj-
ect. Solitario's and Anglo's property interests are held through the
ownership of shares in PBM. As part of the agreement, Anglo
earned a 15% interest in PBM, as of September 30, 2007. In De-
cember 2008, Anglo earned an additional 15% in PBM, to a total
30% interest pursuant to the terms of the Shareholders’ Agreement.
Anglo can earn an additional 21% interest in PBM, up to a 51% in-
terest, by spending a total of $7 million on the project and can earn
a 60% interest by completing a bankable feasibility study, or spend-
ing an additional $10 million on exploration. Anglo can also earn an
additional 5% interest in PBM (for a total of 65%) by arranging
100% financing to put the project into commercial production.
(c). Results of Operations
Comparison of the year ended December 31, 2008 to the
year ended December 31, 2007
We had a net loss of $617,000 or $0.02 per basic and diluted share
for the year ended December 31, 2008 compared to net loss of
$4,397,000 or $0.15 per basic and diluted share for the year ended
December 31, 2007. As explained in more detail below, the pri-
mary reasons for the decrease in net loss during 2008 compared to
the net loss during 2007 were (i) a decrease in our stock option com-
pensation to a benefit of $3,255,000 during 2008 compared to stock
option compensation expense of $1,991,000 during 2007, and (ii) an
unrealized gain on our derivative instruments of $1,177,000 during
2008 compared to an unrealized loss on derivative instruments of
$1,702,000 during 2007. Partially mitigating these items was an
increase in exploration expense, a decrease in the gain on sale on
our sale of Kinross stock and an increase in our tax expense in 2008
compared to 2007.
Our most important activity is the exploration on our mineral prop-
erties and reconnaissance exploration to locate mineral properties
to acquire and to advance or delineate deposits to enable us to sell
or joint venture the mineral property. During 2008, we increased our
exploration effort in Mexico and Peru and reduced our exploration
activities during the year in Brazil to primarily our Pedra Branca
project, which is 30% owned by Anglo as of December 31, 2008.
Anglo is providing all of the funding for the Pedra Branca project.
15 | Solitario Exploration & Royalty
As can be seen in the table below, our exploration expense increased
to $4,589,000 during 2008 compared to $3,112,000 in 2007. Part
of the increase in our net exploration cost relates to the way Anglo
is funding the Pedra Branca project. Prior to September 2007,
Anglo reimbursed us for exploration activities, with such reimburse-
ment being netted against our gross exploration cost. In 2007, that
reimbursement was $1,042,000 through September 30, 2007, when
Anglo earned their initial 15% of PBM, the owner of the Pedra
Branca project. After that date, Anglo cash advances were cred-
ited to additional paid-in capital, rather than as joint venture reim-
bursements against exploration expense. See note 8 to the
consolidated financial statements.
We added several properties during 2008 as a result of our recon-
naissance exploration during 2007 and 2008. These were the Ca-
jatambo, Excelsior, Chonta, Paria Cruz and La Promesa exploration
projects in Peru, our La Noria and Purica exploration projects in
Mexico and our Espanola exploration project in Bolivia. We capi-
talized $111,000 to mineral properties during 2008 for the initial
staking or lease payments on these properties during 2008. We in-
creased our surface sampling and evaluation programs during 2008
compared to 2007 including reconnaissance activities related to our
Strategic Alliance projects in Peru and increased our Mexico ex-
ploration program during 2008 after establishing a field office in
Hermosillo, Mexico in 2007. In addition to the increase in surface
exploration activities, we increased our drilling expenditures, in-
cluding assay and geochemical expenditures, to $1,223,000 at our
Pedra Branca, our Cajatambo and our Purica projects, compared to
expenditures of $1,016,000 during 2007. We acquired eight new
projects during 2008 and we anticipate continuing to acquire min-
eral properties, either through staking, joint venture or lease, in
Latin America during 2009. Our 2009 exploration expenditure
budget is approximately $4,404,000. This budget includes approx-
imately $1,500,000 for the Pedra Branca project, which will be
funded by capital contributions from Anglo. The primary factors in
our decision to slightly reduce exploration expenditures in 2009 re-
late to a reduction in non-gold commodity prices and a downturn in
equity prices for mineral exploration companies and to allow us to
conserve our limited resources in the event of a longer term down-
turn in the mineral exploration industry.
Exploration expense (in thousands) by property consisted of the fol-
lowing:
Property Name
Pedra Branca, net
Mercurio
Cajatambo
Chonta
La Purica
Newmont Alliance
La Promessa
Cerro Azul (formerly Twin Lakes)
Paria Cruz
Chambara
Titicayo
Triunfo
Pachuca
Espanola
Bongará
Excelsior
Santiago
Conception del Oro
Pau d'Arco
Zinda
Purisima
Pozos
Reconnaissance
Total exploration expense
2008
$ 1,422
452
685
435
390
79
64
59
44
40
25
9
9
4
4
2
-
-
-
-
-
-
866
$ 4,589
$
2007
26
667
-
-
-
647
-
-
-
8
257
197
13
-
22
-
51
21
19
6
2
1
1,175
$ 3,112
Management’s Discussion & Analysis | continued
We recorded a credit (reduction of expense) of $227,000 and $17,000
during 2008 and 2007, for Anglo’s 15% minority interest in the losses
of the consolidated subsidiary, PBM, during the year. On December
23, 2008, Anglo earned an additional 15% interest in PBM, to a total
of 30%, and on September 30, 2007, Anglo earned a 15% interest
pursuant to the Shareholders Agreement between Solitario and
Anglo, as discussed above. During 2008 we recorded management
fees of $75,000, to PBM, which are eliminated in consolidation, net
of $11,000 of minority interest. During 2007 we recorded $52,000
of management fees included as joint venture reimbursements. We
anticipate the minority interest credit will be higher in 2009 because
of the increase in Anglo's percentage ownership.
We believe a discussion of our general and administrative costs
should be viewed without the non-cash stock option compensation
expense or benefit which is discussed below. Excluding these costs,
general and administrative costs were $2,319,000 during 2008 com-
pared to $1,948,000 in 2007. We incurred salary and benefits ex-
pense of $1,193,000 during 2008 compared to $966,000 in 2007,
which increased due to additional administrative personnel to sup-
port our expanded exploration effort and increased salaries. We
recorded consulting expense of $53,000 during 2008 compared to
$110,000 during 2007, of which $30,000 related to an executive
recruiting fee during 2007. The remaining costs, $53,000 during
2008 and $80,000 during 2007, related to an agreement entered
into in 2006 with Mark Jones, discussed below under "Related Party
Transactions." In addition, other general and administrative costs
including rent, travel, insurance and gain and loss on currencies, in-
creased to $530,000 during 2008 compared to $426,000 in 2007
primarily related to increased administrative costs in support of ex-
ploration, such as travel which increased to $126,000 in 2008 com-
pared to $98,000 in 2007 and loss on exchange rates which
increased to $62,000 in 2008 compared to a loss of $8,000 in 2007.
Our legal and accounting costs increased to $275,000 during 2008
from $225,000 in 2007; these costs increased due to additional legal
work associated with expansion of our exploration efforts and addi-
tional accounting costs associated with Sarbanes-Oxley compliance
and increases in audit fees. We also had increases in our share-
holder relations costs to $267,000 in 2008 compared to $220,000
in 2007. These shareholder relations costs include corporate and
exchange related costs and primarily increased due to increased ef-
forts to promote our company in the mining exploration industry by
attending additional trade shows in 2008. We anticipate general
and administrative costs will decrease slightly in the future as a re-
sult of reduced exploration activities as well as expected reduction
in activities in Brazil and we have forecast 2009 general and ad-
ministrative costs to be approximately $1,681,000, excluding non-
cash stock option compensation.
On January 1, 2006, we adopted SFAS No. 123R. Pursuant to SFAS
123R we have classified our stock options as liabilities as they are
priced in Canadian dollars and our functional currency is United
States dollars. We record the fair value of the vested portion of our
outstanding options as a liability and record changes in the fair value
as stock option compensation expense in the statement of opera-
tions in the period of the change. Upon exercise, the fair value of the
options on the date of exercise, which is equal to the intrinsic value,
is credited to additional paid-in capital. We estimate the fair values
of the options granted using a Black-Scholes option pricing model.
During the year ended December 31, 2008, we recognized
$3,255,000 of non-cash stock-based compensation benefit as part
of general and administrative expense for the decrease in the fair
value of our stock option liability during 2008 compared to non-
cash stock option compensation expense of $1,991,000 during
2007. Our stock option compensation expense changes as a result
of changes in the fair value of the vested portion of our outstanding
stock options. This fair value is primarily affected by the effect of
increases or decreases in the price of our common stock, changes in
the Canadian dollar and United States dollar exchange rate and by
increases in the vesting of outstanding options from period to pe-
riod. The price of Solitario's stock as quoted on the TSX decreased
to Cdn$1.82 at December 31, 2008 from Cdn$5.30 at December
31, 2007. Generally as the price of our common stock decreases our
stock option liability and our stock option compensation expense
decreases. See Employee stock compensation plans in Note 1 to the
consolidated financial statements for an analysis of the changes in
the fair value of our outstanding stock options and the components
that are used to determine the fair value.
We recorded an unrealized gain on derivative instruments of
$1,177,000 during 2008 of which $1,189,000 related to a gain on
the change in the fair value of the Kinross Collar and $12,000 re-
lated to a loss on the change in the fair value of the Kinross Calls,
discussed above under "Recent Developments." Our unrealized
loss on derivative instruments of $1,702,000 during 2007 related
to a change in the fair value of the Kinross Collar. We have not des-
ignated the Kinross Collar or the Kinross Calls as hedging instru-
ments as described in SFAS No. 133 and any changes in the fair
market value of the Kinross Collar and the Kinross Calls are recog-
nized in the statement of operations in the period of the change. The
quoted market price of a share of Kinross common stock was $18.42
on December 31, 2008 compared to $18.40 on December 31, 2007.
The business purpose of the Kinross Collar was to provide price pro-
tection against a significant decline in the market value of 900,000
shares of our Kinross stock, for which we limited the potential price
appreciation on those shares. We do not actively manage or attempt
to anticipate the fair value of the Kinross Collar.
We had $98,000 of depreciation and amortization expense during
2008 compared to $85,000 in 2007 primarily as a result of the ad-
dition of furniture and fixtures of $46,000 and $176,000, respec-
tively, which were added during 2008 and 2007. We amortize these
assets over a three year period. We anticipate our 2009 deprecia-
tion and amortization costs will be similar to our 2008 amount.
During 2008, we recognized an asset impairment of $107,000 for an
other-than-temporary decline in the value of our TNR stock. The
loss was previously included in unrecognized gain on marketable
equity securities in other comprehensive income.
During 2008, we recorded interest and dividend income of
$157,000 compared to interest income of $76,000 during the same
period in 2007. During 2008, we recorded dividend income of
$95,000 from dividends on our Kinross stock, which accounted for
the increase. The interest income recorded during 2008 and 2007
consisted of payments on cash and cash equivalent deposit ac-
counts. We anticipate our interest and dividend income will de-
crease in 2009 as a result of our budget for planned sales of
approximately 150,000 shares of Kinross and reduced average cash
balances in 2009 compared to 2008.
During 2008, we sold 192,920 shares of Kinross stock for proceeds
of $4,430,000 and recorded a gain on sale of $3,576,000 compared
to the sale of 400,000 shares of Kinross for proceeds of $5,548,000
and a gain on sale of $4,085,000 during 2007. We anticipate we will
continue to liquidate our holdings of Kinross to fund our exploration
activities and our 2009 budget includes the sale of 150,000 shares
of Kinross for proceeds of $2,475,000 during 2009. These proceeds
are significantly dependent on the quoted market price of Kinross
on the date of sale and may be at prices significantly below our pro-
jected price.
During 2008, we recorded income tax expense of $2,128,000 com-
pared to an income tax benefit of $184,000 during 2007. Our tax
expense increased during 2008 primarily as a result of our stock
option compensation benefit during 2008 of $3,255,000, compared
to the stock option compensation expense of $1,991,000 recorded
2008 Annual Report | 16
Management’s Discussion & Analysis | continued
in 2007, discussed above, as a timing difference in determining tax
expense. This increase in net tax expense was partially mitigated
by the decrease in deferred taxes from the reduction in taxes asso-
ciated with the reduction on the gain on sale of marketable equity
securities to $3,576,000 during 2008 from the sale of 192,920
shares of Kinross stock compared to a gain of $4,085,000 from the
sale of 400,000 shares of Kinross stock during 2007. In addition we
provide a valuation allowance for our foreign net operating losses,
which are primarily related to our exploration activities in Peru,
Mexico, Bolivia and Brazil. We anticipate we will continue to pro-
vide a valuation allowance for these net operating losses until we
are in a net tax liability position with regards to those countries
where we operate or until it is more likely than not that we will be
able to realize those net operating losses in the future.
We regularly perform evaluations of our mineral property assets to
assess the recoverability of our investments in these assets. All
long-lived assets are reviewed for impairment whenever events or
circumstances change which indicate the carrying amount of an
asset may not be recoverable utilizing guidelines based upon future
net cash flows from the asset as well as our estimates of the geologic
potential of early stage mineral property and its related value for fu-
ture sale, joint venture or development by us or others. During
2008, we recorded no property impairments, compared to $20,000
of property impairments, related to our Corazon, Purisima and Tit-
icayo projects in Mexico and Bolivia during 2007.
Comparison of the year ended December 31, 2007 to the
year ended December 31, 2006
We had a net loss of $4,397,000 or $0.15 per basic and diluted share
for the year ended December 31, 2007 compared to a net loss of
$6,881,000 or $0.24 per basic and diluted share for the year ended
December 31, 2006. As explained in more detail below, the pri-
mary reason for the decrease in net loss during 2007 compared to
the net loss during 2006 was a decrease in general and administra-
tive costs to $3,939,000 during 2007 compared to $5,877,000 dur-
ing 2006. Included in the general and administrative costs were
non-cash charges for stock option compensation expense of
$1,991,000 during 2007 compared to $4,823,000 during 2006. In
addition on January 1, 2006, we recorded a non-cash charge related
to stock option compensation expense of $1,957,000, net of deferred
taxes of $726,000, as a change in accounting principle upon the
adoption of SFAS No. 123R, discussed below under new account-
ing pronouncements. The decrease in loss was also attributed to an
increase in the gain on sale of marketable equity securities of
$4,085,000 during 2007 compared to a gain on sale of marketable
equity securities of $2,121,000 during 2006 on the sale of Kinross
stock during 2006 and the elimination of the management services
agreement in August of 2006. We recorded an income tax benefit
of $184,000 during 2007 compared to an income tax benefit of
$1,346,000 during 2006, primarily related to the stock option com-
pensation expense, less the gain on sale of Kinross stock. This de-
crease in loss was partially mitigated by an increase in exploration
expense to $3,112,000 in 2007 from $2,942,000 in 2006 and a non-
cash charge of $1,702,000 in loss on derivative instrument during
2007 related to the Kinross Collar entered into in October 2007.
Our net exploration expense increased to $3,112,000 during 2007
compared to $2,942,000 in 2006. During 2007 we further expanded
our exploration efforts in Peru, Brazil and Mexico, portions of which
led to the addition of certain exploration projects. We increased our
surface sampling and evaluation programs during 2007 compared to
2006 including reconnaissance activities related to our Strategic Al-
liance projects and fully staffing our Mexico exploration program, in-
cluding establishing a field office in Hermosillo, Mexico. We also
increased our exploration expense at our Pedra Branca property in
Brazil. Our gross exploration costs on all projects increased to
$4,154,000 in 2007 from $3,207,000 in 2006. The exploration ex-
17 | Solitario Exploration & Royalty
penses were offset by joint venture reimbursements by Anglo Plat-
inum on our Pedra Branca project of $1,042,000 during 2007 and
$265,000 during 2006. In addition to the increase in surface explo-
ration activities, we increased our direct drilling expenditures to
$771,000 at our Mercurio, Triunfo and Titicayo projects during 2007
compared to direct drilling exploration expenditures at our Mercurio
and Pau d'Arco projects of $590,000 during 2006. As a result of our
exploration and evaluation activities we decided to drop or reduce our
interests in three properties during 2007; Corazon, Purisima and Tit-
icayo, resulting in $20,000 in mineral property impairments.
Exploration expense (in thousands) by property consisted of the fol-
lowing:
Property Name
Newmont Alliance
Bongará
Pedra Branca, net
Mercurio
Pau d’Arco
Pachuca
Conception del Oro
Purisima
Pozos
Zinda
Titicayo
Triunfo
Chambara
Santiago
Libertad
Reconnaissance
Total exploration expense
2007
$ 647
22
26
667
19
13
21
2
1
6
257
197
8
51
-
1,175
$ 3,112
2006
$ 470
129
(13)
629
495
189
30
19
18
15
34
15
-
-
144
768
$ 2,942
We recorded a credit (reduction of expense) of $17,000 during 2007,
for Anglo Platinum's 15% interest in the losses at our 85% owned
PBM subsidiary. Anglo Platinum earned its 15% interest pursuant
to the Shareholders Agreement between Solitario and Anglo Plat-
inum as of September 30, 2007 as discussed above. The $17,000
represents Anglo Platinum's share of PBM losses since September
30, 2007, the date Anglo Platinum earned its 15% interest. There
were no similar items in 2006.
General and administrative costs were $3,939,000 during 2007
compared to $5,877,000 in 2006. The largest change in general
and administrative costs related to a decrease in the non-cash
charge of $1,991,000 during 2007 compared to $4,823,000 during
2006 for stock option compensation expense discussed below. Par-
tially mitigating this decrease was an increase in our non-stock op-
tion compensation general and administrative costs during 2007
related to the payment of a full year of costs, previously paid by
Crown as part of the management services agreement compared to
four months during 2006. We incurred salary and benefits expense
of $966,000 during 2007 compared to $367,000 subsequent to Au-
gust 31, 2006 as a result of the termination of the Crown manage-
ment services agreement and the addition of our employees who
previous to August 31, 2006, were paid by Crown. We recorded
consulting expense of $110,000 during 2007 compared to $27,000
during 2006, of which $30,000 related to an executive recruiting
fee during 2007 and $80,000 and $27,000, during 2007 and 2006,
respectively, related to an agreement entered into in 2006 with Mark
Jones, discussed below under related party transactions. In addi-
tion, other general and administrative costs including rent, travel, in-
surance and gain and loss on currencies, increased to $426,000
during 2007 compared to $239,000 in 2006 primarily related to
costs which had previously been allocated between Crown and Soli-
tario. These increases in non-stock option compensation general
and administrative costs were partially mitigated by decreases in
shareholder relations costs, including corporate and exchange fees
Management’s Discussion & Analysis | continued
to $220,000 in 2007 compared to $239,000 in 2006, the decrease
was primarily related to the one-time payment during 2006 of
$75,000 for listing fees on the NYSE Amex. In addition our legal
and accounting costs decreased during 2007 to $226,000 compared
to $239,000 primarily related to the completion of an SEC review of
our financial statements and the application to list on the NYSE
Amex during 2006, which did not occur during 2007.
On January 1, 2006, we adopted SFAS No. 123R. Pursuant to SFAS
No. 123R we have classified our stock options as liabilities as they
are priced in Canadian dollars and our functional currency is United
States dollars. We record the fair value of the vested portion of our
outstanding options as a liability and record changes in the fair value
as stock option compensation expense in the statement of opera-
tions in the period of the change. Upon exercise, the fair value of
the options on the date of exercise, which is equal to the intrinsic
value, is credited to additional paid-in capital. We estimate the fair
values of vested options using a Black-Scholes option pricing model.
On January 1, 2006 we recorded $1,957,000 in stock option liabil-
ity for the fair value of the vested portion of our outstanding stock op-
tions on that date, net of $726,000 for deferred taxes discussed
below, as a change in accounting principle. During the years ended
December 31, 2007 and 2006, we recognized $1,991,000 and
$4,823,000, respectively, of stock option compensation expense as
part of general and administrative expense for change in the fair
value of the vested portion of our outstanding stock options.
We had $85,000 of depreciation and amortization expense during
2007 compared to $49,000 in 2006 primarily as a result of the ad-
dition of furniture and fixtures of $176,000 and $119,000, respec-
tively, which were added during 2007 and 2006. We amortize these
assets over a three year period.
We had no management fee expense during 2007 compared to
$232,000 in 2006. The decrease in management fees during 2007
was related to the termination of the agreement on August 31, 2006.
Under the modified management agreement Solitario paid Crown
for services by payment at 25% of Crown's corporate administra-
tive costs for executive and technical salaries, benefits and ex-
penses, 50% of Crown's corporate administrative costs for financial
management and reporting salaries, benefits and expenses and 75%
of Crown's corporate administrative costs for investor relations
salaries, benefits and expenses. In addition, prior to the expiration
of the management agreement, we reimbursed Crown for direct out-
of-pocket expenses.
During 2007, we recorded interest income of $76,000 compared to
interest income of $26,000 during the same period in 2007. The in-
terest income recorded during 2007 and 2006 consisted of payments
on cash and cash equivalent deposit accounts. Our average cash
balances were larger during 2007 compared to 2006, which led to
the increase in interest income.
During 2007, we recorded an income tax benefit of $184,000 com-
pared to an income tax benefit of $1,346,000 during 2006. In ad-
dition, we recorded a deferred tax benefit of $726,000 related to the
change in accounting principle on January 1, 2006 for the vested
portion of the fair value of our outstanding stock options except for
those owned by our foreign employees. We do not receive a deduc-
tion on our tax return for stock option compensation on options ex-
ercised by foreign employees, and accordingly compensation
expense related to the vested portion of the fair value of our out-
standing stock options held by foreign employees is treated as a per-
manent reconciling item in determining our deferred taxes. The
reduction in the deferred tax benefit during 2007 compared to 2006
is primarily related to gain on sale of marketable equity securities
of $4,085,000 during 2007 from the sale of 400,000 shares of Kin-
ross stock compared to a gain of $2,121,000 from the sale of
200,000 shares of Kinross stock during 2006 and a decrease in our
stock option compensation expense, discussed above, to $1,991,000
during 2007 compared to $4,823,000 during 2006. These items
were offset by the increase in non-stock option compensation gen-
eral and administrative expenses during 2007 compared to 2006
discussed above, which are included in the United States taxable in-
come. During the year ended December 31, 2007, in computing its
estimated deferred tax expense and related liability, Solitario re-
duced its estimated tax rate by 1.7%, to account for the estimated
deductibility of state taxes against United States federal taxes. This
change in estimate had the effect of reducing Solitario's deferred
tax rate to 37.3% from the previous estimated rate of 39%.
We regularly perform evaluations of our mineral property assets to
assess the recoverability of our investments in these assets. All
long-lived assets are reviewed for impairment whenever events or
circumstances change which indicate the carrying amount of an
asset may not be recoverable utilizing guidelines based upon future
net cash flows from the asset as well as our estimates of the geologic
potential of early stage mineral property and its related value for fu-
ture sale, joint venture or development by us or others. During
2007, we recorded $20,000 of property impairments, related to our
Corazon, Purisima and Titicayo projects in Mexico and Bolivia, com-
pared to $35,000 of property impairments related to our Libertad
and Pillune projects in Peru, our Pozos and Zinda projects in Mex-
ico, and the Pau d'Arco project in Brazil during 2006.
(d). Liquidity and Capital Resources
Due to the nature of the mining business, the acquisition, and ex-
ploration of mineral properties requires significant expenditures
prior to the commencement of development and production. In the
past, we have financed our activities through the sale of our proper-
ties, joint venture arrangements, the sale our securities and most re-
cently from the sale of our marketable equity security investment in
Kinross. We received $200,000 and $100,000, respectively, from
joint venture payments during 2008 and 2007 related to our Bongará
project, discussed above. Receipts from joint venture payments
previously occurred during the years from 1996 through 2000 and
the sale of properties last occurred in 2000 upon the sale of our
Yanacocha property for $6,000,000. Our current agreement with
Votorantim on our Bongará project calls for annual payments of
$200,000 until Votorantim makes a decision to place the project in
production or decides to drop the project. However, other than the
potential Votorantim payment, we expect future revenues from joint
venture payments and from the sale of properties, if any, would occur
on an infrequent basis. To the extent necessary, we expect to con-
tinue to use similar financing techniques to those discussed above;
however, there is no assurance that such financing will be available
to us on acceptable terms, if at all.
Investment in Marketable Equity Securities
Our marketable equity securities are classified as available-for-sale
and are carried at fair value, which is based upon market quotes of
the underlying securities. At December 31, 2008 and 2007, we
owned 1,150,000 and 1,342,920 shares of Kinross common stock,
respectively. The Kinross shares are recorded at their fair market
value of $21,183,000 and $24,710,000 at December 31, 2008 and
December 31, 2007, respectively. Of these, 900,000 Kinross shares
are subject to the Kinross Collar and another 100,000 shares were
subject to the Kinross Calls, discussed above. In addition we own
other marketable equity securities with a fair value of $33,000 and
$316,000 as of December 31, 2008 and December 31, 2007, re-
spectively. At December 31, 2008, we have classified $18,453,000
of our marketable equity securities as a long-term asset. Changes
in the fair value of marketable equity securities are recorded as
gains and losses in other comprehensive income in stockholders'
equity. During the year ended December 31, 2008, we recorded a
gain in other comprehensive income on marketable equity securi-
ties of $620,000, less related deferred tax expense of $231,000.
2008 Annual Report | 18
Management’s Discussion & Analysis | continued
During the year ended December 31, 2008, we sold 192,920 shares
of Kinross stock for proceeds of $4,430,000 resulting in a gain of
$3,576,000 which was transferred, less related deferred tax expense
of $1,334,000, from previously unrealized gain on marketable eq-
uity securities in other comprehensive income. We own 1,000,000
shares of TNR that are classified as marketable equity securities
held for sale and are recorded at their fair market value of $33,000.
During 2008, we recognized an asset impairment of $107,000 for an
other-than-temporary decline in the value of its TNR stock, less de-
ferred taxes of $40,000. The loss was previously included as a loss
in other comprehensive income. See marketable equity securities
in Note 1 to the consolidated financial statements.
Any change in the market value of the shares of Kinross common
stock could have a material impact on our liquidity and capital re-
sources. The price of shares of Kinross common stock has varied
from a high of $26.84 per share to a low of $7.66 per share during
the year ended December 31, 2008.
Hedge of the Investment in Kinross
On October 12, 2007 we entered into a Zero-Premium Equity Col-
lar (the "Kinross Collar") pursuant to a Master Agreement for Eq-
uity Collars and a Pledge and Security Agreement with UBS AG,
London, an affiliate of UBS Securities LLC (collectively “UBS”)
whereby we pledged 900,000 shares of Kinross common shares to
be sold (or delivered back to us with any differences settled in cash)
The business purpose of the Kinross Collar is to provide downside
price protection of the Floor Price on approximately 900,000 shares
of the total shares we currently own, in the event Kinross stock were
to drop significantly from the price on the date we entered the Kinross
Collar. In consideration for obtaining this price protection, we have
given up the upside appreciation above the upper threshold price dis-
cussed above during the term of the respective tranches. Our risk
management policy related to the Kinross Collar is to reduce the po-
tential price risk on assets which represent a significant proportion of
total assets, where economically feasible. Our Board considered sev-
eral alternatives prior to entering the Kinross Collar to meet this risk
management policy. These alternatives included the use of listed op-
tions, use of covered calls and an outright sale of the investment. The
use of the Kinross Collar meets a long-term need for price protection
to reduce the potential of paying significant taxes on a near term sale
of the entire investment in Kinross shares based upon both (i) the pro-
jected future needs for the use of funds from any sales of the invest-
ment in Kinross shares and (ii) the potential generation of future
United States net operating losses which could be used to offset any
taxable gains on future sale of the investment in Kinross shares.
The Kinross Collar is subject to counterparty risk in the event the
price of Kinross stock falls below the Floor Price and UBS, the coun-
terparty to the Kinross Collar, defaults on its obligation. If we liq-
uidate some or all of our 900,000 shares of Kinross currently subject
to the Kinross Collar on or after termination of one or more of the
Kinross Collar contracts, we may receive a price below the Floor
Price if the counterparty defaults.
The Kinross Collar is structured as a European-style synthetic
hedge, which allows for the close of the position of each tranche (the
"Termination") of the Kinross Collar only on the specific dates for
each tranche, 18, 30 and 42 months from the date of entering into
the Kinross Collar. Solitario has the option to satisfy its obligations
under the Kinross Collar upon Termination of each tranche in either
cash or Kinross shares. The settlement price on the Termination
date of each tranche will be the volume weighted-average price of
Kinross shares on such date (the "Reference Price").
If the Kinross Collar is to be settled in cash on the relevant Termi-
nation date, the cash settlement amount will be determined in the
following manner: (a) if, on the Termination date, the Reference
Price is less than the Floor Price, UBS will pay to us a cash settle-
ment amount equal to the product of (x) the number of underlying
shares multiplied by (y) the excess of the Floor Price over the Ref-
19 | Solitario Exploration & Royalty
erence Price, and (b) if, on the Termination date, the Reference Price
is greater than the relevant upper threshold price, we will pay to
UBS a cash settlement amount equal to the product of (x) the num-
ber of underlying shares multiplied by (y) the excess of the Refer-
ence Price over the relevant upper threshold price. If the Reference
Price is neither greater than the Cap Price nor less than the Floor
Price, the cash settlement amount shall be zero.
If the Kinross Collar is to be settled in Kinross shares on the rele-
vant Termination date, the settlement will be structured as follows:
(a) if, on the Termination date, the Reference Price is greater than
the relevant upper threshold price, (i) UBS will pay to us a dollar
amount equal to the product of (x) the number of underlying shares
and (y) the relevant upper threshold price and (ii) we will deliver to
UBS the underlying shares, and (b) if, on the Termination date, the
Reference Price is less than the Floor Price, (i) we will deliver to
UBS the underlying shares and (ii) UBS will pay to us a dollar
amount equal to the product of (x) the number of underlying shares
and (y) the Floor Price.
Pursuant to the Master Agreement for Equity Collars, appropriate
adjustments may be made if during the life of the collar if any event
shall occur that has a dilutive or concentrative effect on the value of
the underlying Kinross shares such as an extraordinary dividend, re-
capitalization, merger, consolidation or similar reorganization.
We have not designated the Kinross Collar as a hedging instrument
(as described in Statement of Financial Accounting Standards No.
133 "Accounting for Derivative Instruments and Hedging Activi-
ties") and any changes in the fair market value of the Kinross Col-
lar are recognized in the statement of operations in the period of the
change. We have recorded a derivative instrument liability of
$513,000 for the fair market value of the Kinross Collar as of De-
cember 31, 2008 and a derivative instrument liability of $1,702,000
for the fair market value of the Kinross Collar as of December 31,
2007. As of March 9, 2009, we are restricted from selling the
900,000 shares under the Kinross Collar prior to the Termination
dates discussed above.
On December 10, 2008 we sold the Kinross Calls and received
$104,000 in cash and as of December 31, 2008, we had recorded a
liability of $116,000 for the Kinross Calls based upon quoted mar-
ket prices. We recorded a loss on derivative instruments of $12,000
during 2008. The Kinross Calls expired unexercised on February
20, 2009.
Working Capital
We had working capital of $3,415,000 at December 31, 2008 com-
pared to working capital of $6,245,000 as of December 31, 2007.
Our working capital at December 31, 2008 consists of our cash and
equivalents and marketable equity securities, primarily consisting
of the current portion of our investment in 1,150,000 shares of Kin-
ross common stock of $2,763,000, less related current deferred
taxes of $1,030,000. We intend to liquidate a portion of our Kinross
shares over the next two years, subject to the Kinross Collar dis-
cussed above, to reduce our exposure to a single asset, taking into
consideration our cash and liquidity requirements, tax implications,
the market price of gold and the market price of Kinross stock and
have forecasted the sale of 150,000 shares of Kinross during 2009
for expected proceeds of $2,475,000. Any funds received from the
sale of Kinross shares would be used primarily to fund exploration
on our existing properties, for the acquisition and exploration of new
properties and general working capital.
Stock-Based Compensation Plans
On June 27, 2006 Solitario's shareholders approved the 2006 Stock
Option Incentive Plan (the "2006 Plan"). On March 4, 1994, our
Board of Directors adopted the 1994 Stock Option Plan (the "1994
Plan"). During 2008, holders exercised options from the 1994 Plan
for 110,000 shares at an exercise price of Cdn$0.81 per share for
proceeds of $87,000 and exercised options from the 2006 Plan for
20,750 shares at an average exercise price of Cdn$4.13 for proceeds
Management’s Discussion & Analysis | continued
of $61,000. During 2007, holders exercised options from the 1994
Plan for 917,000 shares at an exercise price of Cdn$0.73 per share
for proceeds of $572,000 and exercised options from the 2006 Plan
for 12,500 shares at an exercise price Cdn$2.77 for proceeds of
$35,000.
See Note 1 to the consolidated financial statements for a summary
of the activity for stock options outstanding under the 1994 Plan
and the 2006 Plan as of December 31, 2008. We do not expect that
any of our remaining vested options from the 2006 Plan will be ex-
ercised in the next year.
The stock option liabilities of $531,000 and $4,263,000, respec-
tively, as of December 31, 2008 and 2007 do not affect working cap-
ital or require the use of cash for settlement. Any increase or
decrease in the fair value of our stock option liability is charged or
credited to stock option compensation expense, including forfei-
tures and expirations. Upon exercise of any option, the fair value on
the date of exercise is transferred to additional paid-in capital.
(e). Cash Flows
Net cash used in operations during the year ended December 31,
2008 increased to $6,533,000 compared to $4,712,000 for 2007
primarily as a result of (i) increased exploration expenses of
$4,589,000 in 2008 compared to $3,112,000 in 2007, (ii) increased
non-stock compensation general and administrative costs of
$2,320,000 during 2008 compared to $1,948,000 in 2007 and (iii)
an increase in prepaid expenses and other current assets of $90,000
during 2008 compared to a decrease in prepaid expenses and other
current assets of $158,000 during 2007. These increases in cash
uses were partially mitigated by the provision of cash from increases
in accounts payable and other current liabilities of $78,000 during
2008 compared to $15,000 during 2007. The remaining uses of
cash for operations were comparable in 2008 and 2007.
Net cash provided from investing activities decreased to $4,377,000
during 2008 compared to $5,361,000 during the year ended De-
cember 31, 2007 primarily related to the $4,430,000 proceeds from
the sale of Kinross stock during 2008 compared with $5,548,000
proceeds from the sale of Kinross stock in 2007. During 2008 we
sold 192,920 shares of Kinross at an average price of $22.96 com-
pared to the sale of 400,000 shares of Kinross during 2007 at an
average price of $13.87. The remaining uses of cash from invest-
ing activities were comparable in 2008 and 2007.
Net cash provided from financing activities was $1,848,000 during
the year ended December 31, 2008 compared to $697,000 during
2007. The primary reason for the increase in cash provided from fi-
nancing activities in 2008 consisted of the receipt of $1,700,000
from Anglo for funding of our Pedra Branca project, included as ad-
ditional paid-in capital compared to $90,000 during 2007. In ad-
dition we received $148,000 from the exercise of options for
130,750 shares of our common stock compared to $607,000 in pro-
ceeds from the exercise of options for 929,500 shares of our common
stock during 2007
(f). Exploration Activities and Contractual
Obligations
A significant part of our business involves the review of potential
property acquisitions and continuing review and analysis of proper-
ties in which we have an interest, to determine the exploration and
development potential of the properties. In analyzing expected lev-
els of expenditures for work commitments and property payments,
our obligations to make such payments fluctuate greatly depending
on whether, among other things, we make a decision to sell a prop-
erty interest, convey a property interest to a joint venture, or allow
our interest in a property to lapse by not making the work commit-
ment or payment required. In acquiring our interests in mining
claims and leases, we have entered into agreements, which gener-
ally may be canceled at our option. We are required to make min-
imum rental and option payments in order to maintain our interest
in certain claims and leases. Our net 2008 mineral and surface
property rental and option payments were approximately $492,000.
In 2009 we estimate property rentals and option payments to be ap-
proximately $368,000. Approximately $106,000 of these annual
payments are reimbursable to us by our joint venture partners.
We may be required to make further payments in the future if we
elect to exercise our options under those agreements. As part of the
Alliance Agreement we are committed to spend $3,773,000 over
the four years from the date of the Alliance Agreement on gold ex-
ploration in regions ("Alliance Projects Areas") that are mutually
agreed upon by Newmont Exploration and us. Newmont elected to
extend the four-year expenditure period for such additional time
necessary to enable Solitario to spend the full $3,773,000 on qual-
ified exploration expenditures. As of December 31, 2008, we have
spent approximately $2,997,000 of this commitment.
As of December 31, 2008, we have no outstanding long-term debt,
capital or operating leases or other purchase obligations. We esti-
mate our facility lease costs will be approximately $35,000 per year,
related to the Wheat Ridge, Colorado office.
As of December 31, 2008 we have deferred tax liabilities recorded
in the amount of $6,947,000. These deferred tax liabilities prima-
rily relate to our unrealized holding gains on our Kinross shares.
We expect that a portion of these deferred tax liabilities may be-
come currently payable as we sell the Kinross shares.
We have recorded a liability of $513,000 for the fair value of the
Kinross Collar, of which $277,000 is a current liability as of De-
cember 31, 2008 and we have recorded a current liability of
$116,000 for the fair value of the Kinross Calls, which expired un-
exercised on February 20, 2008.
(g). Joint Ventures, Royalty and the Strategic
Alliance Properties
Bongará
On August 15, 2006 we signed a Letter Agreement with Votorantim
on our 100%-owned Bongará zinc project in northern Peru. The
Bongará project hosts the Florida Canyon zinc deposit, where high-
grade zinc mineralization has been encountered in drill holes over
an area approximately 2.0 kilometers by 2.0 kilometers in dimen-
sion. On March 24, 2007, we signed a definitive agreement, the
Framework Agreement pursuant to and replacing, the previously
signed Bongará Letter Agreement with Votorantim. Solitario's and
Votorantim's property interests will be held through the ownership
of shares in a joint operating company that holds a 100% interest in
the mineral rights and other project assets.
Votorantim can earn up to a 70% interest in the joint operating com-
pany by funding an initial $1.0 million exploration program (com-
pleted), by completing future annual exploration and development
expenditures, and by making cash payments to Solitario of $100,000
by August 15, 2007 and $200,000 by August 15, 2008, which were
made during the third quarters of 2007 and 2008, respectively, and
recorded as joint venture property payment revenue, and by mak-
ing cash payments to Solitario of $200,000 on all subsequent annual
anniversaries of that date until a production decision is made or the
agreement is terminated. The option to earn the 70% interest can
be exercised by Votorantim any time after the first year commitment
by committing to place the project into production based upon a fea-
sibility study. Additionally, Votorantim, in its sole discretion, may
elect to terminate the option to earn the 70% interest at any time.
The agreement calls for Votorantim to have minimum annual explo-
ration and development expenditures of $1.5 million in each of years
two and three, and $2.5 million in all subsequent years until a min-
imum of $18.0 million has been expended by Votorantim. Votoran-
tim will act as project operator. Once Votorantim has fully funded
its $18.0 million work commitment and committed to place the proj-
ect into production based upon a feasibility study, it has further
agreed to finance our 30% participating interest through produc-
tion. We will repay the loan facility through 50% of the cash flow
distributions that we receive from the joint operating company.
2008 Annual Report | 20
Management’s Discussion & Analysis | continued
Pedra Branca
On January 28, 2003, we entered into a Letter Agreement with
Anglo on our 100%-owned Pedra Branca project in Brazil. The Let-
ter Agreement was amended four times between July 2004 and April
2006, generally to extend various work commitment deadlines man-
dated in the Letter Agreement. On July 14, 2006, we signed the
Pedra Branca Framework Agreement with Anglo that specified ac-
tions we and Anglo would take to establish and govern PBM, the
corporate entity that now holds 100% title to all the assets of the
Pedra Branca project, and the mechanics for Anglo's continued
funding of Pedra Branca exploration. On April 24, 2007, we signed
the Shareholders Agreement relating to the Pedra Branca Project
in Brazil with Anglo for the exploration and development of the
Pedra Branca Project. Solitario's and Anglo's property interests are
held through the ownership of shares in PBM. Anglo has earned a
30% interest in PBM as of December 31, 2008, as a result of spend-
ing a total of $4.0 million on exploration at Pedra Branca. Addition-
ally, the Shareholders Agreement, as amended, provides that Anglo
may incrementally earn up to a 51% interest in PBM by spending
a total of $7 million on exploration ($3.0 million in addition to the
$4.0 million spent as of December 31, 2008) at Pedra Branca by
December 31, 2010. Anglo is not required to make any future fund-
ing of exploration expenditures. However future cash contributions
by Anglo will be recorded as an increase to additional paid-in cap-
ital, less minority interest. Anglo can earn an additional 9% inter-
est in PBM (for a total of 60%) by either (i) completing a bankable
feasibility study or (ii) spending an additional $10.0 million on ex-
ploration or development. Anglo can also earn an additional 5%
interest in PBM (for a total of 65%) by arranging 100% financing to
put the project into commercial production.
We recorded a minority interest in PBM of $833,000 and $388,000,
respectively, as of December 31, 2008 and December 31, 2007
equal to Anglo's 30% and 15% interest in the book value of PBM.
During 2008 we recorded $227,000, for Anglo's minority interest in
the loss of PBM. During 2008, Anglo contributed $1,700,000 to the
paid-in capital of PBM pursuant to the Shareholders Agreement to
fund PBM exploration activities. We recorded $255,000 for the mi-
nority interest related to these contributions through a charge to ad-
ditional paid-in capital during 2008 for Anglo's 15% minority
interest. We recorded an additional $416,000 minority interest dur-
ing 2008 through a charge to additional paid-in capital when Anglo
earned its additional 15% interest (to a total of 30%) in PBM.
During 2009 we have budgeted approximately $1.5 million for ex-
ploration that will focus on regional reconnaissance exploration to
prioritize our new concessions and drill approximately 4,000 meters
of core to test two new targets and expand four areas of known min-
eralization. Land payments to the government to keep the claims in
good standing at Pedra Branca are projected to be approximately
$89,000. Pursuant to the Shareholders Agreement, Anglo will fund
all 2009 exploration work.
As part of the Shareholders Agreement, we also entered into a Serv-
ices Agreement with Anglo whereby Solitario (and/or our sub-
sidiaries) would act as an independent contractor directing the
exploration and administrative activities for PBM and its sharehold-
ers. Under the Services Agreement, Solitario receives a 5% manage-
ment fee based upon total expenditures. During 2008 we recorded
management fees of $75,000, to PBM, which are eliminated in con-
solidation, net of $11,000 of minority interest. During 2007 we
recorded $52,000 of management fees included as joint venture re-
imbursements, discussed above under “Results of operations.”
Newmont Alliance
On January 18, 2005, we signed a Strategic Alliance Agreement
(the "Alliance Agreement") with Newmont Overseas Exploration
Limited ("Newmont Exploration"), to explore for gold in South
America (the "Strategic Alliance"). Prior to the definitive agree-
ment, we had signed a Letter of Intent on November 17, 2004, with
Newmont Exploration. Concurrent with the signing of the Alliance
Agreement, Newmont Mining Corporation of Canada ("Newmont
21 | Solitario Exploration & Royalty
Canada") purchased 2.7 million shares of Solitario (approximately
9.9% equity interest) for Cdn$4,590,000. As part of the Alliance
Agreement we are committed to spend $3,773,000 over the four
years from the date of the Alliance Agreement on gold exploration
in regions ("Alliance Projects Areas") that are mutually agreed upon
by Newmont Exploration and us. As of December 31, 2008, we
have spent approximately $2,997,000 of this commitment. New-
mont elected to extend the four-year expenditure period for such
additional time necessary to enable Solitario to spend the full
$3,773,000 on qualified exploration expenditures. If we acquire
properties within Alliance Project Areas and meet certain minimum
exploration expenditures, Newmont Exploration will have the right
to joint venture acquired properties and earn up to a 75% interest
by taking the project through feasibility and financing Solitario's re-
tained 25% interest into production. Newmont Exploration may
elect to earn a lesser interest or no interest at all, in which case it
would retain a 2% net smelter return royalty. Newmont Exploration
also has a right of first offer on any non-alliance Solitario property
in South America, acquired after the signing of the Alliance Agree-
ment, that we may elect to sell an interest in, or joint venture with a
third party.
As of December 31, 2008 we have established six property posi-
tions that fall within the currently defined Strategic Alliance area
and are subject to the provisions of the Newmont Alliance as dis-
cussed above. These include the Chonta, La Promesa, Paria Cruz,
Cajatambo, Excelsior and Cerro Azul (formerly Twin Lakes) prop-
erties. The Cerro Azul property was staked in 2007, the La
Promesa, Paria Cruz, Cajatambo, Excelsior properties were staked
in early 2008, while the Chonta property was staked and a portion
optioned in early 2008. All six properties are 100%-owned, or a
100% interest can be acquired, and are situated within the central
Peru mineral belt that is proximal to the giant Cerro de Pasco silver-
base metal district. During 2009, additional surface work is planned
on the Cerro Azul, Paria Cruz and Excelsior properties to poten-
tially define drill targets, while drilling is planned on the Chonta
and La Promesa properties.
1. Chonta
During March 2008 we entered into an agreement with the under-
lying property owner for the Chonta property consisting of one claim
of 583 hectares. We capitalized $42,000 to mineral properties for
initial acquisition costs, which included a $40,000 payment to the
underlying property owner upon the signing of the Chonta agree-
ment. We are required to pay $2,250,000 over five years to acquire
100% of the property. In December 2008 we modified the payment
schedule to postpone the next payment of $60,000 from March to
September of 2009 by making an extra $30,000 payment. Solitario
can unilaterally terminate the agreement at any time. Additionally,
we have staked four claims and now hold 4,583 hectares in Soli-
tario's name that enlarges the outer perimeter of the Solitario held
land position. We have collected rock and soil samples and plan to
conduct a drilling program in the spring of 2009.
2. La Promesa
The La Promesa property consists of three concessions totaling
2,600 hectares. We capitalized $6,000 to mineral properties for ini-
tial acquisition costs. No payments are due to third parties so the
only holding costs for the mineral rights are annual payments of
three dollars per hectare to the Peruvian government during the first
six years that the claims are held. Additional surface work to fur-
ther define drill targets followed by an initial ten-hole, 1,500 meter
drilling program are scheduled for the second and third quarters of
2009.
3. Paria Cruz, Cajatambo, Excelsior and Cerro Azul
The Paria Cruz property consists of three concessions totaling 3,000
hectares staked in the first half of 2008. We capitalized $10,000 in
mineral property payments for initial acquisition costs during the
second quarter of 2008. The Cajatambo property consists of nine
concessions totaling 9,000 hectares. In 2008 we drilled 7 reverse
circulation holes totaling 892 meters at Cajatambo. Assay results
Management’s Discussion & Analysis | continued
for all 7 holes were generally low. The Excelsior property consists
of two concessions totaling 2,000 hectares. The Cerro Azul property
(formerly named Twin Lakes) consists of one concession totaling
1,000 hectares. During 2007, Solitario capitalized $3,000 in lease
acquisition costs related to this concession. We are evaluating all
four of the aforementioned properties by data review and additional
surface work to determine if additional surface work, followed by
potential drilling, is warranted during 2009 and 2010.
Yanacocha Royalty Property
Concurrent with the signing of the Strategic Alliance Letter of Intent,
was the signing of a second Letter of Intent by us and Newmont
Peru, Ltd. ("Newmont Peru"), to amend our net smelter return
("NSR") royalty on a 61,000-hectare property located immediately
north of the Newmont Mining-Buenaventura's Minera Yanacocha
Mine, the largest gold mine in South America. In addition to amend-
ing the NSR royalty schedule, the Letter Agreement committed
Newmont Peru to a long-term US$4.0 million work commitment on
our royalty property and provides us access to Newmont Peru's fu-
ture exploration results on an annual basis. In January 2005, the
Yanacocha royalty amendment and work commitment Letter of In-
tent was subsequently replaced by a definitive agreement with the
same terms. Newmont continues to conduct annual exploration
work on our royalty property, and we see this work continuing for the
foreseeable future.
La Tola Royalty Property
In October 2003, we acquired the La Tola project in southern Peru
to explore for gold and possibly silver. The project is located in
southern Peru. In April 2004, we signed a Letter Agreement with
Newmont Peru, whereby Newmont Peru could earn a 51%-interest
in the La Tola property by completing $7.0 million of exploration
over four years and an additional 14% interest by completing a fea-
sibility study and by arranging 100% project financing. On June 22,
2005, Newmont Peru informed Solitario that it had elected to termi-
nate its option to earn an interest in the La Tola project and Solitario
recorded an $18,000 impairment related to the La Tola project. Soli-
tario retains one claim covering 1,000 hectares. In August 2007 we
signed a Letter of Intent with Canadian Shield Resources ("CSR")
allowing CSR to earn a 100%-interest in the property, subject to a
2% net smelter return royalty ("NSR") to our benefit. To earn its in-
terest, CSR is required to spend $2.0 million in exploration by De-
cember 31, 2011. CSM has the right to purchase the 2% NSR for
$1.5 million anytime before commercial production is reached. Be-
cause the Letter of Intent with CSR provides that our ending inter-
est in La Tola will be a 2% net smelter royalty, rather than a working
interest, we currently classify the La Tola gold property as a royalty
property interest.
Chambara
In September of 2006, we acquired 3,700 hectares of 100%-owned
mineral rights through concessions for our Chambara (formerly
called Amazonas) property in northern Peru. We formally held 300
hectares in the project since 1997. We capitalized $17,000 during
the year ended December 31, 2007 in lease acquisition costs re-
lated to new concessions covering an additional 5,600 hectares at
the Chambara project. The Chambara project consists of six widely
spaced areas where previous sampling has identified high-grade
zinc mineralization at surface similar to that found at Florida
Canyon, discussed above under our Bongará zinc property.
On April 4, 2008 we signed the Minera Chambara shareholders'
agreement with Votorantim for the exploration of a large area of in-
terest in northern Peru measuring approximately 200 by 85 kilome-
ters. Votorantim contributed titled mineral properties within the area
of interest totaling approximately 52,000 hectares for a 15% inter-
est in Minera Chambara. We contributed 9,500 hectares of mineral
claims and certain exploration data in our possession for an 85%
interest in Minera Chambara. Existing and future properties sub-
ject to the terms of the joint venture will be held by Minera Cham-
bara. As of December 31, 2008, Minera Chambara’s only assets are
the properties and Minera Chambara has no debt. Votorantim may
increase its shareholding interest to 49% by expending $6,250,000
over seven years and may increase its interest to 70% by funding a
feasibility study and providing for construction financing for our in-
terest. If Votorantim provides such construction financing, we would
repay such financing, including interest from 80% of Solitario's por-
tion of the project cash flow. We determined Votorantim controls
Minera Chambara, and accordingly, we record our investment in
Minera Chambara using the equity-method of accounting. During
the second quarter of 2008, we transferred our interest in the claims
of $30,000 from mineral properties, net to equity method invest-
ment. During 2008, we reduced our equity method investment in
Minera Chambara to zero, through a non-cash charge to exploration
expense. Solitario does not anticipate it will record an increase in the
book value of its 85% equity-method investment in the shares of
Minera Chambara in the foreseeable future, if at all. Vortorantim's
2009 exploration commitment is $750,000. Votorantim controls the
design of that program and we have not yet been presented with the
program's details.
(h). Wholly-owned Exploration Properties
Pachuca Real
The 30,700 hectare Pachuca Real silver-gold property in central
Mexico was acquired by staking in late 2005 and early 2006. Part
of the property, the 13,600 hectare El Cura claim, is held under an
option agreement with a private Mexican party. The option agree-
ment completed in October 2005 provides for payments of $500,000
over four years. Payments totaling $75,000 have been made through
December 31, 2008 and payments of $75,000 are due to the under-
lying owner in 2009. Claims fees to be paid to the government of
Mexico totaling approximately $32,000 are due in 2009.
On September 25, 2006 we signed a definitive venture agreement
(the "Venture Agreement") with Newmont de Mexico, S.A. de C.V.
("Newmont"), a wholly owned subsidiary of Newmont Mining Cor-
poration. The Venture Agreement called for a work commitment by
Newmont of $12.0 million over 54 months to earn a 51% interest in
the property. Newmont had the right to earn an additional 19% in-
terest (70% total) by completing a feasibility study and by financ-
ing Solitario's 30% interest in construction costs. In December
2008 Newmont terminated its right to earn an interest in the
Pachuca Real property. Solitario retains a 100% interest in the
Pachuca Real property. Newmont transferred its extensive techni-
cal data base to Solitario in the first quarter of 2009, including the
assay results from 19 drill holes. Several companies have expressed
an interest in possibly joint venturing the Pachuca Real property.
After reviewing all Newmont data in detail, we may elect to seek a
joint venture partner.
Santiago
In February of 2007, we acquired 5,600 hectares of 100%-owned
mineral rights through concessions for our Santiago property in
southern Peru. We capitalized $17,000 during the year ended De-
cember 31, 2007 in lease acquisition costs related to these conces-
sions. The Santiago project consists of two claim blocks where
previous surface sampling of rocks identified anomalous concen-
trations of gold in altered Tertiary volcanic rocks. We plan to con-
duct additional surface sampling and geological mapping during
2009 to determine if the project warrants drill testing.
Mercurio
In September 2005, we completed an option agreement for the
purchase of 100% of the mineral rights over the 8,476-hectare
Mercurio property in the state of Para, Brazil. An initial payment
of 20,000 Brazilian Reals (approximately $7,000) was paid on
signing of the agreement and the next payment of 36,000 Reals
(approximately $12,000) was made in 2005 on signing of a defin-
itive agreement upon conversion of the existing washing claims to
exploration claims. Further payments were required upon the
conversion of garimpeiro licenses to exploration claims which oc-
curred in the third quarter of 2006. During 2008 option payments
totaled approximately $60,000 compared to $55,471 during
2007. To purchase the property, an escalating scale of payments
2008 Annual Report | 22
Management’s Discussion & Analysis | continued
totaling 780,000 Reals (approximately $350,000) is required over
a sixty month period. A net smelter return of 1.5% is retained by
the owner. This NSR can be extinguished with a payment of
2,300,000 Reals (approximately $1,350,000). All payments are
indexed to inflation as of the signing of the agreement. The owner
of the mineral rights also owns the surface rights, the use of which
is included in the exploration of the property. On completion of
all payments we will receive title to 1,500 hectares of surface
rights. We may terminate the agreement at any time at our sole
discretion. We have conducted extensive soil sampling and auger
testing of soils over a large portion of the property during the past
four years and three rounds of core drilling of 36 holes. The third
round of core drilling was completed in the first quarter of 2008
and we are currently in discussions with a potential joint venture
partner. A payment of approximately $6,800 to the government
of Brazil during 2009 will be required to keep the Mercurio
claims in good standing.
Triunfo
The 256-hectare Triunfo polymetallic exploration property in Bo-
livia was acquired in 2003. Lease obligations were renegotiated
in 2006 providing for a payment of $12,000, which was paid in
July of 2006 and a payment of $35,000, which was paid in June
2007. In June of 2008 we amended the contract with the option
holder for the Triunfo property that suspends the payments agreed
to under the contract. For the right to suspend payments we are
required to pay $5,000 per year until such time as we decide to
continue exploration drilling. The first payment of the "stand-by"
period was made on signing of the amendment and such suspen-
sion shall continue for so long as we pay $5,000 on the anniver-
sary of the signing of the amendment. An option to purchase the
property for $1,000,000 must be exercised by September 2009.
A geophysical survey has been completed on the property and
three holes were drilled in the first half of 2007. The results of
these three holes were encouraging, but we are monitoring the po-
litical situation in Bolivia before committing to a second round of
drilling. Claim fees of approximately $300 to the Bolivian gov-
ernment are due in 2009.
La Noria
During the second quarter of 2008 we staked 10,000 hectares in
Sonora State of Mexico comprising the La Noria project. Strong al-
teration of rocks detected by the study of satellite images suggests
good potential for the discovery of porphyry copper deposits. A re-
connaissance exploration program is planned for 2009. Claim fees
payable to the government in 2009 are approximately $7,000.
Purica
In early April 2008 we optioned 1,131 hectares in the Sonora state
of Mexico over a large area of alteration between the La Caridad and
Cananea open pit copper mines. Subsequently, we staked an addi-
tional 1,914 hectares in the name of Solitario’s subsidiary in Mex-
ico. A six-hole core drilling program was completed in the third
quarter of 2008. Low grade copper was intersected in three of six
holes. We are currently reviewing the data to determine if addi-
tional work is warranted on the property.
Espanola
We optioned the Espanola gold-copper property in western Bolivia
in July 2008. The initial option payment was $5,000, with annual
payments of $10,000 until drilling commences, at which time a
$55,000 payment will be due on the anniversary date. We have the
right to earn a 90% interest in the property from a private Bolivian
party. During 2009, we plan on conducting limited surface mapping
and sampling, and log existing core. Claim fees payable to the gov-
ernment in 2009 are approximately $4,600.
(i). Discontinued Projects
During 2008 we did not abandon any projects. During 2007 we
abandoned the La Purisima, Conception del Oro and Titicayo proj-
ects with a charge to property abandonment of $20,000.
23 | Solitario Exploration & Royalty
(j). Critical Accounting Estimates
Mineral Properties, net
We classify our interest in mineral properties as Mineral Properties,
net (tangible assets) pursuant to EITF 04-2. Prior to adoption of
EITF 04-2 in April 2004, we classified our interests in mineral prop-
erties as intangible assets, Mineral Interests, net. Our mineral prop-
erties represent mineral use rights for parcels of land we do not own.
All of our mineral properties relate to exploration stage properties
and the value of these assets is primarily driven by the nature and
amount of economic minerals believed to be contained, or poten-
tially contained, in such properties. Prior to the adoption of EITF
04-2, we amortized the excess cost of our mineral interests over their
estimated residual value over the lesser of (i) the term of any min-
eral interest option or lease or (ii) the estimated life of the mineral
interest, which was our estimated exploration cycle. We amortized
our mineral interests over a three-to-eight year period based upon
facts and circumstances for each mineral interest on a property-by-
property basis. We no longer amortize our mineral properties pur-
suant to the adoption of EITF 04-2.
Impairment
We regularly perform evaluations of our investment in mineral prop-
erties to assess the recoverability and/or the residual value of its in-
vestments in these assets. All long-lived assets are reviewed for
impairment whenever events or circumstances change, such as neg-
ative drilling results or termination of a joint venture, which indicate
the carrying amount of an asset may not be recoverable, utilizing
established guidelines based upon discounted future net cash flows
from the asset or upon the determination that certain exploration
properties do not have sufficient potential for economic mineraliza-
tion as a result of our analysis of exploration activities including sur-
veys, sampling and drilling. We recorded no impairments related to
our mineral properties during 2008 and we recorded a $20,000 im-
pairment of our mineral properties during 2007. We may record fu-
ture impairment if certain events occur, including loss of a venture
partner, reduced commodity prices or unfavorable geologic results
from sampling assaying surveying or drilling, among others.
Fair Value
Effective January 1, 2008, Solitario adopted Statement of Financial
Accounting Standards No. 157 "Fair Value Measurements" ("SFAS
No. 157"). SFAS No. 157 establishes a framework for measuring
fair value and requires enhanced disclosures about fair value meas-
urements. SFAS No. 157 clarifies that fair value is an exit price,
representing the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants. SFAS No. 157 also requires disclosure about how fair
value is determined for assets and liabilities and establishes a hier-
archy for which these assets and liabilities must be grouped, based
on significant levels of inputs as follows:
Level 1: quoted prices in active markets for identical assets or li-
abilities;
Level 2: quoted prices in active markets for similar assets and li-
abilities and inputs that are observable for the asset or liability; or
Level 3: Unobservable inputs in which there is little or no market data,
which require the reporting entity to develop its own assumptions.
The determination of where assets and liabilities fall within this hi-
erarchy is based upon the lowest level of input that is significant to
the fair value measurement.
Marketable Equity Securities
Our investments in marketable equity securities are classified as
available-for-sale and are carried at fair value, which is based upon
quoted prices of the securities owned. The cost of marketable equity
securities sold is determined by the specific identification method.
Changes in market value are recorded in accumulated other com-
prehensive income within stockholders' equity, unless a decline in
market value is considered other than temporary, in which case the
Management’s Discussion & Analysis | continued
decline is recognized as a loss in the consolidated statement of op-
erations. At December 31, 2008 and December 31, 2007, we have
recorded unrealized holding gains of $19,738,000 and $22,588,000,
respectively, net of deferred taxes of $7,284,000 and $8,347,000, re-
spectively, related to our marketable equity securities.
During 2008, we recognized an asset impairment of $107,000 for an
other-than-temporary decline in the value of our TNR stock. The
loss was previously included in unrecognized gain on marketable
equity securities in other comprehensive income.
Derivative Instruments
Solitario accounts for its derivative instruments in accordance with
SFAS No. 133, "Accounting for Derivative Instruments and Hedg-
ing Activities." Pursuant to SFAS 133, we have not designated the
Kinross Collar or the Kinross Calls as hedging instruments and any
changes in the fair market value of the Kinross Collar or the Kinross
Calls are recognized in the statement of operations in the period of
the change. We recorded a gain on derivative instrument of
$1,189,000 for the change in the fair market value of the Kinross
Collar during 2008. We recorded a loss on derivative instruments of
$12,000 for the change in the fair market value of the Kinross Calls
during 2008.
Revenue Recognition
We record any proceeds from the sale of property interests subject
to joint ventures or shareholder agreements as a reduction of the re-
lated property's capitalized cost. Proceeds which exceed the capi-
talized cost of the property are recognized as revenue. The proceeds
are recorded as revenue in accordance with the terms of the joint
venture or shareholder agreement; to the extent such proceeds are
made in connection with properties subject to a joint venture or
shareholder agreement where no property interests are transferred.
Stock-based Compensation
We account for our stock options under the provisions of SFAS No.
123R. We account for our employee stock options as liability instru-
ments pursuant to SFAS No 123R because our stock options are
priced in Canadian dollars, and therefore are effectively indexed to
the exchange rate between the Canadian dollar and the United
States dollar in addition to price changes of a share of our stock as
quoted on the TSX. We record a liability for the fair value of the
vested portion of outstanding options based upon a Black-Scholes
option pricing model. This model requires the input of subjective
assumptions, including a risk free interest rate, the contractual term,
a zero dividend yield, a zero forfeiture rate, an exchange rate be-
tween the Canadian dollar and the United States dollar, and an ex-
pected volatility equal to the historical volatility based upon the
daily quoted price of our common stock on the TSX over the period
corresponding to the expected life of the options. These estimates in-
volve inherent uncertainties and the application of management
judgment. As a result, if other assumptions had been used, Soli-
tario's recorded stock-based compensation expense could have been
materially different from that reported.
Income Taxes
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of deferred taxes related to
certain income and expenses recognized in different periods for fi-
nancial and income tax reporting purposes. Deferred tax assets and
liabilities represent the future tax return consequences of those dif-
ferences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes also are rec-
ognized for operating losses and tax credits that are available to off-
set future taxable income and income taxes, respectively. A
valuation allowance is provided if it is more likely than not that some
or all of the deferred tax assets will not be realized. Currently we
believe our deferred tax assets, exclusive of our foreign net operat-
ing losses and our Yanacocha royalty asset are recoverable. Recov-
ery of these assets is dependent upon our expected gains on the
Kinross securities we own. If these values are not realized, we may
record additional valuation allowances in the future.
Accounting for Uncertainty in Income Taxes
We adopted FASB Interpretation No. 48, "Accounting for Uncer-
tainty in Income Taxes, an interpretation of FASB Statement No.
109" ("FIN 48") as of January 1, 2007. FIN 48 clarifies the account-
ing for uncertainty in income taxes recognized in a company's fi-
nancial statements in accordance with SFAS No. 109, "Accounting
for Income Taxes." FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 also provides guidance on derecognition, classi-
fication, interest and penalties, accounting in interim periods, dis-
closure, and transition. We also adopted FASB Staff Position No.
FIN 48-1, "Definition of Settlement in FASB Interpretation No. 48"
("FSP FIN 48-1") as of January 1, 2007. FSP FIN 48-1 provides
that a company's tax position will be considered settled if the tax-
ing authority has completed its examination, the company does not
plan to appeal, and it is remote that the taxing authority would re-
examine the tax position in the future. The adoption of FIN 48 and
FSP FIN 48-1 had no effect on our financial position or results of op-
erations.
(k). Related Party Transactions
Crown Resources Corporation
Crown provided management and technical services to Solitario
under a management and technical services agreement originally
signed in April 1994 and modified in April 1999, December 2000
and July 2002. The agreement was terminated on August 31, 2006
upon the completion of the Crown - Kinross merger. Under the
modified agreement we were billed by Crown for services at 25%
of Crown's corporate administrative costs for executive and techni-
cal salaries, benefits and expenses, 50% of Crown's corporate ad-
ministrative costs for financial management and reporting salaries,
benefits, expenses and 75% of Crown's corporate administrative
costs for investor relations salaries, benefits and expenses. In ad-
dition, we reimbursed Crown for direct out-of-pocket expenses.
These allocations were based upon the estimated time and ex-
penses spent by Crown management and employees on both Crown
activities and Solitario activities. Our management believed these
allocations were reasonable and the allocations were periodically
reviewed by our management and approved by independent Board
members of both Crown and Solitario. Management service fees
were billed monthly, due on receipt and are generally paid within
thirty days. We did not incur any management service fees during
2008 or 2007. Our management service fees were $232,000 for the
year ended December 31, 2006.
Christopher E. Herald, and Mark E. Jones, III were directors of both
Crown and Solitario until August 31, 2006 when they resigned as di-
rectors of Crown upon the completion of the Crown - Kinross merger.
Steven Webster and Brian Labadie were directors of both Crown
and Solitario from June 27, 2006 to August 31, 2006, when they re-
signed as directors of Crown upon the completion of the Crown -
Kinross merger. Christopher E. Herald, James R. Maronick and
Walter H. Hunt were officers of both Crown and Solitario until Au-
gust 31, 2006 when they resigned as officers of Crown upon the
completion of the Crown - Kinross merger.
Mark Jones Consulting Agreement
On September 1, 2006, we entered into a consulting agreement with
Mark E. Jones, III, a director and vice-chairman of our Board of Di-
rectors. The consulting agreement had a two-year term and termi-
nated on August 31, 2008. Under the agreement, Mr. Jones advised
the Company on matters of strategic direction, planning, and iden-
tification of corporate opportunities, when and as requested by Soli-
tario. In consideration for the services to be performed, Mr. Jones
was paid a one time lump sum payment of $160,000, plus he was
entitled to receive pre-approved, documented expenses incurred in
performance of the consulting services. We recognized $53,000,
$80,000 and $27,000, respectively, for consulting expense related
to the agreement, included in general and administrative expense,
for the years ended December 31, 2008, 2007 and 2006.
2008 Annual Report | 24
Management’s Discussion & Analysis | continued
TNR Gold Corp.
As of December 31, 2008, we own 1,000,000 shares of TNR that are
classified as marketable equity securities held for sale and are
recorded at their fair market value of $33,000. During 2008, we
recognized an asset impairment of $107,000 for an other-than-tem-
porary decline in the value of our TNR stock. The loss was previ-
ously included in unrecognized gain on marketable equity securities
in other comprehensive income. Christopher E. Herald, our CEO,
is a member of the Board of Directors of TNR.
(l). Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standard No.
160, "Noncontrolling Interests in Consolidated Financial Statements,
an Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160
establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary
and amends certain consolidation procedures of Accounting Re-
search Bulletin ("ARB") 51 for consistency with the requirements of
FASB Statement of Financial Accounting Standard No. 141. SFAS
No. 160 is effective for fiscal years beginning on or after December
15, 2008 and early adoption is prohibited. Solitario has not yet de-
termined the impact, if any, of adopting SFAS No. 160 on its consol-
idated financial position, results of operations or cash flows.
In December 2007, the FASB issued Statement of Financial Account-
ing Standard No. 141R, "Business Combinations (revised 2007),
("SFAS No. 141R"). SFAS No. 141R establishes principles and re-
quirements for how an acquirer in a business combination recognizes
and measures in its financial statements the identifiable assets ac-
quired, the liabilities assumed, and any noncontrolling interest; recog-
nizes and measures the goodwill acquired in the business combination
or a gain from a bargain purchase; and determines what information to
disclose to enable users of the financial statements to evaluate the na-
ture and financial effects of the business combination. SFAS No. 141R
is to be applied prospectively to business combinations for which the
acquisition date is on or after the beginning of an entity's fiscal year that
begins on or after December 15, 2008. Solitario has not yet determined
the impact, if any, of adopting SFAS No. 141R on its consolidated fi-
nancial position, results of operations or cash flows.
In March 2008, the FASB issued Statement of Financial Accounting
Standard No. 161, "Disclosures about Derivative Instruments and
Hedging Activities" ("SFAS No. 161"), an amendment of SFAS No.
133. SFAS No. 161 requires enhanced disclosures about derivative in-
struments and hedged items that are accounted for under SFAS No.
133 and related interpretations. SFAS No. 161 will be effective for all
interim and annual financial statements for periods beginning after
November 15, 2008, with early adoption permitted. Solitario has not
yet determined the impact, if any, of adopting SFAS No. 161 on its
consolidated financial position, results of operations or cash flows.
Quantitative and Qualitative Disclosures about
Market Risk
(a). Equity Price Risks
(1) Our investment in Kinross is subject to equity market risk.
As of December 31, 2008 a hypothetical increase of ten percent in the
price of Kinross common stock would increase the value of our holdings
of Kinross by $2,118,000 and increase other comprehensive income
and total stockholders’ equity by the same amount, net of deferred taxes
of $790,000. Additionally our working capital would also be increased
by $276,000 from a hypothetical increase of ten percent in the price of
Kinross common stock, net of deferred taxes of $102,000. This increase
is based upon all of our 1,150,000 Kinross common shares as of De-
cember 31, 2008, and is subject to the Kinross Collar discussed above.
A hypothetical decrease of ten percent in the price of Kinross common
stock would have the opposite effect of the increase discussed above. This
decrease is based upon all of our 1,150,000 Kinross common shares as of
December 31, 2008, and is subject to the Kinross Collar discussed above.
(2) Our Kinross Collar derivative instrument is subject to equity market risk.
We have estimated, using a Black-Scholes option pricing model that as
of December 31, 2008 a hypothetical increase of ten percent in the price
of Kinross common stock would increase the value of our liability under
the Kinross Collar by $914,000 and increase our net loss in the statement
of operations by $573,000, net of deferred taxes of $341,000. We have
also estimated that as of December 31, 2008 a hypothetical decrease of
25 | Solitario Exploration & Royalty
ten percent in the price of Kinross common stock would decrease the
value of our liability under the Kinross Collar by $859,000 (thereby cre-
ating a derivative instrument asset) and would decrease our net loss in the
statement of operations by $539,000, net of deferred taxes of $320,000.
(3) Our stock option liability is subject to equity market risk for changes in
the price of our own stock
We have estimated, using a Black-Scholes option pricing model that as
of December 31, 2008 a hypothetical increase of ten percent in the price
of our common stock as quoted on the TSX would increase our stock
option liability by $125,000 and increase our net loss in the statement
of operations by $81,000, net of deferred taxes of $44,000. We have
also estimated that as of December 31, 2008 a hypothetical decrease of
ten percent in the price of our common stock as quoted on the TSX
would decrease our stock option liability by $114,000 and would de-
crease our net loss in the statement of operations by $74,000, net of de-
ferred taxes of $40,000.
(b.) Interest Rate Risks
We have no material interest rate risks at December 31, 2008 as we have
no interest bearing debt and our interest bearing cash deposits do not
generate a material amou\nt of interest income. Additionally, a change in
the risk free interest rate would not materially change the determination
of our Kinross Collar or our stock option liability at December 31, 2008.
(c.) Exchange Rate Risks
Our stock option liability is subject to exchange rate risk.
We have estimated, using a Black-Scholes option pricing model that as
of December 31, 2008 a hypothetical increase of ten percent in the rel-
ative value of the Canadian dollar compared to the United States dollar
would increase the value of our stock option liability by $53,000 and in-
crease our net loss in the statement of operations by $33,000, net of de-
ferred taxes of $20,000. We have also estim\ated that as of December
31, 2008 a hypothetical decrease of ten percent in the relative value of
the Canadian dollar compared to the United States dollar would de-
crease the value of our stock option liability by $53,000 and would de-
crease our net loss in the statement of operations by $33,000, net of
deferred taxes of $20,000.
We have no other material exchange rate risks as of December 31, 2008
as our assets are generally denominated in United States Dollars. Soli-
tario's cash accounts in foreign subsidiaries not denominated in United
States dollars represent the only significant foreign currency denomi-
nated assets. Foreign currency denominated cash accounts totaled
$326,000 and $219,000, respectively, at December 31, 2008 and 2007.
Comparison of Five-Year Cumulative Total Return
Assumes initial investment of $100 to December 2008
Solitario’s old peer group consisted of the following companies: Royal Gold Corpora-
tion, Great Basin Gold Corporation, Metallica Resources Corporation, Canyon
Resources Corporation, and Pacific Rim Corporation. During 2008, we modified our
peer group, as a result of New Gold Inc. acquiring Metallica Resources Corporation
and Atna Resources Ltd. Acquiring Canyon Resources Corporation. We replaced
Royal Gold Corporation with International Royalty Corporation, because Interna-
tional Royalty Corporation trades on the NYSE Amex and its market capitalization
more closely compares to Solitario. Accordingly our new peer group consists of the
following companies: International Royalty Corporation, Great Basin Gold Corpora-
tion, New Gold Inc., Atna Resources Ltd., and Pacific Rim Corporation.
5 Year Cumulative Total Return Summary
2007
299.44
228.22
126.40
129.25
85.80
2003
Solitario
100.00
Amex Composite Index 100.00
100.00
S&P 500 Gold Index
100.00
Old Peer Group
100.00
New peer group
2004
102.26
125.53
111.94
73.86
50.37
2005
102.26
158.38
135.90
128.90
73.35
2006
268.93
189.84
115.82
135.09
77.68
2008
102.82
132.38
118.13
130.28
29.41
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Solitario Exploration & Royalty Corp.
Wheat Ridge, Colorado
We have audited the accompanying consolidated balance sheets of Solitario Exploration & Royalty Corp. (the "Company") as of December
31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders' equity and comprehensive loss and cash
flows for each of the three years ended December 31, 2008. We also have audited the Company's internal control over financial reporting as
of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Or-
ganizations of the Treadway Commission ("COSO"). The Company's management is responsible for these consolidated financial statements,
for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over finan-
cial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting included in Item 9A. Our
responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over fi-
nancial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those stan-
dards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our au-
dits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audits of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and oper-
ating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we consid-
ered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of fi-
nancial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally ac-
cepted in the United States. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Com-
pany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accor-
dance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely de-
tection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Soli-
tario Exploration & Royalty Corp. as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the
three years ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in
our opinion, Solitario Exploration & Royalty Corp. maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Or-
ganizations of the Treadway Commission.
As discussed in Note 1 to the consolidated financial statements, in 2006, Solitario Exploration & Royalty Corp. changed its method of ac-
counting for share-based payments in accordance with the guidance provided in Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment.
Ehrhardt Keefe Steiner & Hottman PC
March 12, 2009
Denver, Colorado
2008 Annual Report | 26
Consolidated Balance Sheets | in thousands except share & per share amounts
December 31,
2008
December 31,
2007
$
$
$
$
2,250
4
5,520
198
7,972
2,704
19,506
248
30,430
195
-
1,515
17
1,727
1,702
4,368
4,263
14
388
-
296
31,682
(28,251)
14,241
17,968
30,430
Assets
Current assets:
Cash and cash equivalents
Joint venture receivable
Investments in marketable equity securities, at fair value
Prepaid expenses and other
Total current assets
Mineral properties, net
Investments in marketable equity securities, at fair value
Other assets
Total assets
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable
Derivative instruments fair value
Deferred income taxes
Other
Total current liabilities
Derivative instrument fair value
Deferred income taxes
Stock option liability
Other
$
$
$
Commitments and contingencies (Notes 2 and 6)
Minority interest
Stockholders' equity:
Preferred stock, $0.01 par value, authorized 10,000,000
shares (none issued and outstanding at December 31, 2008
and 2007)
Common stock, $0.01 par value, authorized, 50,000,000
shares (29,750,242 and 29,619,492 shares issued and
outstanding at December 31, 2008 and 2007, respectively)
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive income
Total stockholders' equity
Total liabilities and stockholders' equity
$
1,942
-
2,763
292
4,997
2,785
18,453
228
26,463
291
393
884
14
1,582
236
6,063
531
-
833
-
297
33,335
(28,868)
12,454
17,218
26,463
On behalf of the Board:
Christopher E. Herald
Director
John Hainey
Director
See Notes to Consolidated Financial Statements.
27 | Solitario Exploration & Royalty
Consolidated Statements of Operations | in thousands except per share amnounts
Property and joint venture revenue
Joint venture property payments
Costs, expenses and other:
Exploration expense, net
Depreciation and amortization
General and administrative
Management fees to Crown
Unrealized (gain) loss on derivative instruments
Asset impairments
(Gain) loss on sale of assets
Interest and other, net
Total costs expenses and other
Other income - gain on sale of marketable equity securities
Income (loss) before income tax and minority interest
Income tax (expense) benefit
Loss before minority interest and change in
accounting principle
Minority interest in loss of consolidated subsidiary
Loss before change in accounting principle
Change in accounting principle, net of tax of $726
Net loss
Basic and diluted loss per common share
Loss before change in accounting principle
Change in accounting principle
Net loss
Basic and diluted weighted average shares outstanding
$
$
$
For the year ended December 31,
2007
2008
2006
$
200
$
100
$
-
4,589
98
(936)
-
(1,177)
107
(32)
(157)
2,492
3,576
1,284
(2,128)
(844)
227
(617)
-
(617)
(0.02)
-
(0.02)
29,691
3,112
85
3,939
-
1,702
20
1
(76)
8,783
4,085
(4,598)
184
(4,414)
17
(4,397)
-
(4,397)
(0.15)
-
(0.15)
29,467
$
$
$
2,942
49
5,877
232
5
35
3
(26)
9,117
2,121
(6,996)
1,346
(5,650)
-
(5,650)
(1,231)
(6,881)
(0.20)
(0.04)
(0.24)
28,422
$
$
$
See Notes to Consolidated Financial Statements.
2008 Annual Report | 28
Consolidated Statements of Stockholders’ Equity | in thousands except share amounts
For the years ended December 31, 2008, 2007 and 2006
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Other
Accumulated Comprehensive
Deficit
Income
Total
Balance at 12/31/2005
27,459,492
$ 275
$25,909
$(16,973)
$ 6,130
$ 15,341
2,561
-
(6,881)
-
-
2,573
(6,881)
Shares issued:
Option exercise
1,230,500
Comprehensive income:
Net loss
Net unrealized gain on
marketable equity
Securities (net of
tax of $2,763)
-
-
Comprehensive loss
Balance at 12/31/2006
-
28,689,992
Shares issued:
Option exercise
929,500
Minority interest
Minority shareholder equity
contribution
Comprehensive income:
Net loss
Net unrealized gain on
marketable equity
securities (net of
tax of $1,794)
-
-
-
-
Comprehensive loss
-
Balance at 12/31/2007 29,619,492
Shares issued:
Option exercise
130,750
Minority interest
Minority shareholder
equity contribution
Comprehensive income:
Net loss
Net unrealized loss on
marketable equity
securities (net of
tax of $1,063)
-
-
-
-
12
-
-
-
287
9
-
-
-
-
-
296
1
-
-
-
-
-
-
-
28,470
3,526
(404)
90
-
-
-
31,682
624
(671)
1,700
-
-
-
-
(23,854)
4,321
-
10,451
4,321
(2,560)
15,354
-
-
-
(4,397)
-
-
-
-
3,535
(404)
90
(4,397)
-
-
(28,251)
3,790
-
14,241
3,790
(607)
17,968
-
-
-
(617)
-
-
-
-
625
(671)
1,700
(617)
-
(1,787)
(1,787)
Comprehensive loss
Balance at 12/31/2008
-
29,750,242
-
$ 297
-
$33,335
-
$(28,868)
-
$ 12,454
(2,404)
$ 17,218
See Notes to Consolidated Financial Statements.
29 | Solitario Exploration & Royalty
Consolidated Statements of Cash Flows | in thousands
Operating activities:
Net loss
Adjustments to reconcile net loss to cash used in
operating activities:
Unrealized (gain) loss on derivative instruments
Depreciation and amortization
Loss on equity method investment
Asset impairments
Employee stock option expense from vesting
Deferred income taxes
Gain on asset and equity security sales
Minority interest in loss of consolidated subsidiary
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
Accounts payable and other current liabilities
Due to Crown Resources Corporation
Net cash used in operating activities
Investing activities:
Additions to mineral interests and other
Other assets
Sale of derivative instrument
Proceeds from sale of marketable equity securities
Net cash provided by investing activities
Financing activities:
Minority shareholder equity contribution
Issuance of common stock
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental disclosure of cash flow information:
Reclassification of stock option liability to additional
paid-in capital upon exercise of stock options
$
$
For the year ended December 31,
2007
2008
2006
$
(617)
$
(4,397)
$
(6,881)
(1,177)
98
30
107
(3,255)
2,128
(3,608)
(227)
(90)
78
-
(6,533)
(111)
(46)
104
4,430
4,377
1,700
148
1,848
(308)
2,250
1,942
1,702
85
-
20
1,991
(184)
(4,085)
(17)
158
15
-
(4,712)
(37)
(150)
-
5,548
5,361
90
607
697
1,346
904
2,250
$
5
49
-
35
6,780
(2,073)
(2,118)
-
(164)
(71)
(45)
(4,483)
(50)
(119)
-
2,442
2,273
-
994
994
(1,216)
2,120
904
$
477
$
2,928
$
1,579
See Notes to Consolidated Financial Statements.
2008 Annual Report | 30
Notes to Consolidated Financial Statements
For the years ended December 31, 2008, 2007 and 2006
1. Business and Summary of Significant
Accounting Policies:
Business and company formation
Solitario Exploration & Royalty Corp. (“Solitario”) is an exploration
stage company with a focus on the acquisition of precious and base
metal properties with exploration potential and the development or
purchase of royalty interests. Solitario acquires and holds a portfolio
of exploration properties for future sale, joint venture or to create a
royalty prior to the establishment of proven and probable reserves.
Although its mineral properties may be developed in the future
through a joint venture, Solitario has never developed a mineral prop-
erty and Solitario does not anticipate developing any currently owned
mineral properties on its own in the future. Solitario has been actively
involved in this business since 1993. Solitario recorded revenues
from joint venture payments of $200,000 and $100,000, respectively,
related to its Bongará project during 2008 and 2007. Previously, Soli-
tario's last significant revenues were recorded in 2000 upon the sale
of the Yanacocha property for $6,000,000. Future revenues from joint
venture payments or the sale of properties, if any, would also occur on
an infrequent basis. At December 31, 2008 Solitario had 16 mineral
exploration properties in Peru, Bolivia, Mexico and Brazil and its
Yanacocha and La Tola royalty properties in Peru. Solitario is con-
ducting exploration activities in all of those countries.
Solitario was incorporated in the state of Colorado on November 15,
1984 as a wholly owned subsidiary of Crown Resources Corporation
("Crown"). In July 1994, Solitario became a publicly traded com-
pany on the Toronto Stock Exchange (the "TSX") through its Initial
Public Offering. On June 12, 2008, the shareholders of Solitario
approved an amendment to the Articles of Incorporation of Solitario
to change the name of the corporation to Solitario Exploration &
Royalty Corp. from Solitario Resources Corporation.
On July 26, 2004, Crown completed a spin-off of its holdings of our
shares to its shareholders, whereby each Crown shareholder re-
ceived 0.2169 shares of our common stock for each Crown share
they owned. Solitario previously owned 6,071,626 shares of Crown
common stock and as part of the spin-off Solitario received
1,317,142 shares of its own common stock, which were retired on
August 11, 2004, and have the status of authorized but unissued
shares of common stock. Crown was acquired by Kinross Gold Cor-
poration of Toronto, Canada ("Kinross") on August 31, 2006 upon
the completion of a merger on August 31, 2006 whereby Kinross
acquired all of the outstanding shares of Crown common stock for
0.32 shares of Kinross common stock for each share of Crown com-
mon stock (the "Crown - Kinross merger"). Kinross currently owns
less than one percent of Solitario outstanding common stock.
We have a significant investment in Kinross at December 31, 2008,
which consists of 1,150,000 shares of Kinross common stock. Soli-
tario received 1,942,920 shares in exchange for 6,071,626 shares of
Crown common stock it owned on the date of the Crown - Kinross
merger. During 2008, Solitario sold 192,920 shares of Kinross com-
mon stock for proceeds of $4,430,000 and during 2007 Solitario sold
400,000 Kinross common shares for net proceeds of $5,548,000. As
of March 9, 2009, Solitario owns 1,150,000 shares of Kinross com-
mon stock. Any significant fluctuation in the market value of Kin-
ross common shares could have a material impact on Solitario's
liquidity and capital resources. In October 2006, Solitario entered
into a collar that limits the proceeds on 900,000 shares of Solitario's
investment in Kinross common shares and in December 2008 Soli-
tario sold two call options covering 100,000 shares of Kinross, which
expired in February 2009. Both the Kinross Collar and the call op-
tions are discussed below under "Derivative instruments."
Financial reporting
The consolidated financial statements include the accounts of Soli-
tario and its wholly owned subsidiaries. All significant intercom-
31 | Solitario Exploration & Royalty
pany accounts and transactions have been eliminated in consolida-
tion. The consolidated financial statements are prepared in accor-
dance with accounting principles generally accepted in the United
States of America ("generally accepted accounting principles"), and
are expressed in US dollars.
In performing its activities, Solitario has incurred certain costs for
mineral properties. The recovery of these costs is ultimately de-
pendent upon the sale of mineral property interests or the develop-
ment of economically recoverable ore reserves, the ability of
Solitario to obtain the necessary permits and financing to success-
fully place the properties into production, and upon future profitable
operations, none of which is assured.
Revenue recognition
Solitario records any proceeds from the sale of property interests sub-
ject to joint ventures or shareholder agreements as a reduction of the
related property's capitalized cost. Proceeds which exceed the cap-
italized cost of the property are recognized as revenue. To the extent
such proceeds are made in connection with properties subject to a
joint venture or shareholder agreement where no property interests
are transferred, the proceeds are recorded as revenue in accordance
with the terms of the joint venture or shareholder agreement.
Minority interest
Solitario records minority interest for the portion of its assets and
net loss in any subsidiaries which are less than 100% owned. Dur-
ing 2008 and 2007, Solitario's share of its investment in its sub-
sidiary Pedra Branca Mineracao, Ltda. ("PBM") was reduced to
70% and 85%, respectively, in accordance with the terms of PBM's
Shareholder Agreement. Solitario recorded a minority interest in
its statement of financial position of $833,000 and recorded a credit
of $227,000 in its statement of operations for the minority interest
in the loss of PBM as of December 31, 2008. Solitario recorded a mi-
nority interest in its statement of financial position of $388,000 and
recorded a credit of $17,000 in its statement of operations for the mi-
nority interest in the loss of PBM as of December 31, 2007.
Use of estimates
The preparation of financial statements in conformity with gener-
ally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of rev-
enues and expenses during the reporting period. Actual results
could differ from those estimates. Some of the more significant es-
timates included in the preparation of Solitario's financial state-
ments pertain to the recoverability of mineral properties and their
future exploration potential, the estimate of the fair value of Soli-
tario's stock option liability and related changes recorded as stock
option compensation included in the statement of operations, the
ability of Solitario to realize its deferred tax assets, the current por-
tion of Solitario's investment in Kinross shares included in mar-
ketable equity securities, the fair value of the call options on Kinross
stock as of December 31, 2008 and the fair value of Solitario's Zero
Premium Equity Collar of its holdings of Kinross, discussed below.
Cash equivalents
Cash equivalents include investments in highly liquid money-mar-
ket securities with original maturities of three months or less when
purchased. As of December 31, 2008 and 2007, Solitario had con-
centrations of cash and cash equivalents in excess of federally in-
sured amounts and cash in foreign banks for which there was no US
federal insurance.
Mineral properties
Solitario expenses all exploration costs incurred on its mineral prop-
erties prior to the establishment of proven and probable reserves.
Initial acquisition costs of its mineral properties are capitalized.
Notes to Consolidated Financial Statements | continued
Solitario regularly performs evaluations of its investment in mineral
properties to assess the recoverability and/or the residual value of
its investments in these assets. All long-lived assets are reviewed
for impairment whenever events or circumstances change which in-
dicate the carrying amount of an asset may not be recoverable, uti-
lizing established guidelines based upon discounted future net cash
flows from the asset or upon the determination that certain explo-
ration properties do not have sufficient potential for economic min-
eralization. During the year ended December 31, 2008 Solitario
did not impair any of its mineral properties. During the years ended
December 31, 2007 and 2006, Solitario recorded impairments of
$20,000 and $35,000 of its mineral properties, respectively.
Solitario's net capitalized mineral properties of $2,785,000 and
$2,704,000 at December 31, 2008 and 2007, respectively, related
to gross land, leasehold and acquisition costs of $3,808,000 and
$3,727,000 at December 31, 2008 and 2007, respectively, less ac-
cumulated amortization of $1,023,000 and $1,023,000 at December
31, 2008 and 2007, respectively. Solitario has not identified any
proven and probable reserves related to its mineral properties. The
recoverability of these costs is dependent on, among other things, the
potential to sell, joint venture or develop through a joint venture its
interests in the properties. These activities are ultimately depend-
ent on successful identification of proven and probable reserves.
Derivative instruments
Solitario accounts for its derivative instruments as provided in State-
ment of Financial Accounting Standards No. 133 "Accounting for
Derivative Instruments and Hedging Activities," (SFAS No. 133).
On October 12, 2007 Solitario entered into a Zero-Premium Equity
Collar (the "Kinross Collar") pursuant to a Master Agreement for
Equity Collars and a Pledge and Security Agreement with UBS
whereby Solitario pledged 900,000 shares of Kinross common
shares to be sold (or delivered back to us with any differences set-
tled in cash) . In accordance with the terms of the Kinross Collar, as
the result of dividends that Kinross paid on each of March 31, 2008
and September 30, 2008 of $0.04 per share, the prices under the
Kinross Collar have been reduced, by the $0.08 per share from the
price originally set on October 12, 2007. As of December 31, 2008
the Kinross Collar pricing has been adjusted to (i) 400,000 shares
due on April 14, 2009 for a lower threshold price of no less than
$13.73 per share (the "Floor Price") and an upper threshold price
of no more than $21.69 per share; (ii) 400,000 shares due on April
13, 2010 for a lower threshold of the Floor Price and an upper
threshold price of no more than $24.38 per share; and (iii) 100,000
shares due on April 12, 2011 for no less than the Floor Price and an
upper threshold price of no more than $27.54 per share. Kinross'
quoted closing price was $16.37 per share on October 12, 2007, the
date of the initiation of the Kinross Collar.
The business purpose of the Kinross Collar is to provide downside
price protection of the Floor Price on 900,000 shares of the total
shares Solitario currently owned, in the event Kinross stock were to
drop significantly from the price on the date Solitario entered into
the Kinross Collar. In consideration for obtaining this price protec-
tion, Solitario has given up the upside appreciation above the upper
threshold prices during the term of the respective tranches.
Solitario has not designated the Kinross Collar as a hedging instru-
ment as described in SFAS No. 133 and any changes in the fair mar-
ket value of the Kinross Collar are recognized in the statement of
operations in the period of the change. Solitario recorded a deriva-
tive instrument liability of $513,000 and $1,702,000, respectively
for the fair market value of the Kinross Collar as of December 31,
2008 and 2007. Solitario recorded an unrealized gain of $1,189,000
and an unrealized loss of $1,702,000 and $5,000, respectively, in
unrealized gain (loss) on derivative instrument for the change in the
fair value of the Kinross Collar during 2008, 2007 and 2006.
On December 10, 2008 Solitario sold two covered call options cov-
ering 50,000 shares of Kinross each (the "Kinross Calls"). The first
call option had a strike price of $20.00 per share and expired un-
exercised on February 21, 2009. The option was sold by Solitario
for $65,000 cash and had a fair market value of $76,000 recorded
as derivative instrument liability on December 31, 2008. The sec-
ond call option had a strike price of $22.50 per share and expired
unexercised on February 21, 2009. The option was sold by Solitario
for $39,000 cash and had a fair market value of $40,000 recorded
as derivative instrument liability on December 31, 2008. Solitario
recorded an unrealized loss of $12,000 related to the Kinross Calls
in unrealized gain (loss) on derivative instrument in statement of
operations during 2008.
Fair Value
Effective January 1, 2008, Solitario adopted Statement of Financial
Accounting Standards No. 157 "Fair Value Measurements" ("SFAS
No. 157"). SFAS No. 157 establishes a framework for measuring
fair value and requires enhanced disclosures about fair value meas-
urements. SFAS No. 157 clarifies that fair value is an exit price,
representing the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants. SFAS No. 157 also requires disclosure about how fair
value is determined for assets and liabilities and establishes a hier-
archy for which these assets and liabilities must be grouped, based
on significant levels of inputs as follows:
Level 1: quoted prices in active markets for identical assets or lia-
bilities;
Level 2: quoted prices in active markets for similar assets and li-
abilities and inputs that are observable for the asset or liability; or
Level 3: unobservable inputs in which there is little or no market
data, which require the reporting entity to develop its own assump-
tions.
The determination of where assets and liabilities fall within this hi-
erarchy is based upon the lowest level of input that is significant to
the fair value measurement. The following is a listing of our finan-
cial assets and liabilities required to be measured at fair value on a
recurring basis and where they are classified within the hierarchy as
of December 31, 2008:
(000's)
Assets
Level 1
Level 2
Total
Marketable equity
securities
Liabilities
Kinross Calls
Kinross Collar
derivative instrument
$ 21,216
116
-
-
-
513
$21,126
116
513
Marketable equity securities: At December 31, 2008 the fair value of
our marketable equity securities are based upon quoted market
prices for the securities owned by Solitario.
Kinross Calls: The Kinross Calls are publicly-traded options and the
fair value is based upon quoted market prices.
Kinross Collar: The Kinross Collar between Solitario and UBS is a
contractual hedge that is not traded on any public exchange. We de-
termine the fair value of the Kinross Collar using a Black-Scholes
model using inputs, including the price of a share of Kinross com-
mon stock, volatility of Kinross common stock price, and risk-free
interest rates, that are readily available from public markets; there-
fore, they are classified as Level 2 inputs. We have not assigned
any counter-party risk for the potential inability of UBS to perform
under the Kinross Collar.
2008 Annual Report | 32
Notes to Consolidated Financial Statements | continued
Marketable Equity Securities
Solitario's investments in marketable equity securities are classi-
fied as available-for-sale and are carried at fair value, which is
based upon quoted prices of the securities owned. The cost of mar-
ketable equity securities sold is determined by the specific identi-
fication method. Unrealized changes in market value are recorded
in accumulated other comprehensive income within stockholders'
equity, unless a decline in market value is considered other than
temporary, in which case the decline is recognized as a loss in the
consolidated statement of operations. Solitario had marketable eq-
uity securities with fair values of $21,216,000 and $25,026,000, re-
spectively, and cost of $1,478,000 and $2,438,000, respectively,
at December 31, 2008 and 2007. Solitario has accumulated other
comprehensive income for unrealized holding gains of $19,738,000
and $22,588,000, respectively, net of deferred taxes of $7,284,000
and $8,347,000, respectively, at December 31, 2008 and 2007 re-
lated to our marketable equity securities. Solitario sold 192,920
and 400,000 shares, respectively, of its Kinross common stock dur-
ing 2008 and 2007 for gross proceeds of $4,430,000 and
$5,548,000, respectively. Solitario has classified $2,763,000 and
$5,520,000, respectively, of marketable equity securities as cur-
rent, as of December 31, 2008 and December 31, 2007, which rep-
resents Solitario's estimate of what portion of marketable equity
securities will be liquidated within one year. During 2008, Solitario
recognized an asset impairment of $107,000, net of deferred taxes
of $40,000, representing the difference between the cost basis and
the fair value at December 31, 2008, for an other-than-temporary
decline in the value of its investment in TNR Gold, which was pre-
viously included as an unrealized loss on marketable equity secu-
rities in other comprehensive income.
The following table represents changes in marketable equity secu-
rities (000's).
Gross cash proceeds
Cost
Gross gain on sale
included in earnings
during the period
Gross loss on sale
included in earnings
during the period
2008
$ 4,430
854
2007
$ 5,548
1,463
2006
$ 2,442
321
3,576
4,085
2,121
-
-
-
Unrealized holding gain
arising during the
period included
in other comprehensive
income, net of tax of
$231, $3,317 and $3,590
Reclassification adjustment
for net losses (gains)
included in earnings
during the period, net
of tax of $1,334, $1,523
and $827
389
6,352
5,615
(2,242)
(2,562)
(1,294)
Foreign exchange
The United States dollar is the functional currency for all of Solitario's
foreign subsidiaries. Although Solitario's exploration activities have
been conducted primarily in Brazil, Bolivia, Peru and Mexico, a sig-
nificant portion of the payments under the land, leasehold, and explo-
ration agreements of Solitario are denominated in United States
dollars. Solitario expects that a significant portion of its required and
discretionary expenditures in the foreseeable future will also be de-
nominated in United States dollars. Foreign currency gains and losses
33 | Solitario Exploration & Royalty
are included in the results of operations in the period in which they
occur. During 2008 and 2007, Solitario recorded foreign exchange
loss of $62,000 and $8,000, respectively. Solitario's cash accounts in
foreign subsidiaries not denominated in United States dollars repre-
sent the only significant foreign currency denominated assets. Foreign
currency denominated cash accounts totaled $326,000 and $219,000,
respectively, at December 31, 2008 and 2007.
Income Taxes
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of deferred taxes related to
certain income and expenses recognized in different periods for fi-
nancial and income tax reporting purposes. Deferred tax assets and
liabilities represent the future tax return consequences of those dif-
ferences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also rec-
ognized for operating losses and tax credits that are available to off-
set future taxable income and income taxes, respectively. A
valuation allowance is provided if it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Accounting for Uncertainty in Income Taxes
Solitario adopted FASB Interpretation No. 48, "Accounting for Un-
certainty in Income Taxes, an interpretation of FASB Statement No.
109" ("FIN 48") as of January 1, 2007. FIN 48 clarifies the account-
ing for uncertainty in income taxes recognized in a company's fi-
nancial statements in accordance with SFAS No. 109, "Accounting
for Income Taxes." FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 also provides guidance on derecognition, classi-
fication, interest and penalties, accounting in interim periods, dis-
closure, and transition. We also adopted FASB Staff Position No.
FIN 48-1, "Definition of Settlement in FASB Interpretation No. 48"
("FSP FIN 48-1") as of January 1, 2007. FSP FIN 48-1 provides
that a company's tax position will be considered settled if the tax-
ing authority has completed its examination, the company does not
plan to appeal, and it is remote that the taxing authority would re-
examine the tax position in the future. The adoption of FIN 48 and
FSP FIN 48-1 had no effect on Solitario's financial position or re-
sults of operations. See Note 4—Income Taxes.
Earnings Per Share
The calculation of basic and diluted loss per share is based on the
weighted average number of common shares outstanding during the
years ended December 31, 2008, 2007 and 2006. Potentially dilu-
tive shares related to outstanding common stock options of 2,135,000,
2,294,500, and 2,664,500 for the years ended December 31, 2008,
2007 and 2006, respectively, were excluded from the calculation of di-
luted loss per share because the effects were anti-dilutive.
Employee Stock Compensation Plans
a.) The 2006 Stock Option Incentive Plan
On June 27, 2006 Solitario's shareholders approved the 2006 Stock
Option Incentive Plan (the "2006 Plan"). Under the terms of the
2006 Plan, the Board of Directors may grant up to 2,800,000 options
to Directors, officers and employees with exercise prices equal to the
market price of Solitario's common stock at the date of grant. How-
ever, under the terms of the 2006 Plan, the total number of outstand-
ing options from all plans may not exceed 2,800,000.
There were no options granted during 2008. The grant date fair value
of the 2006 Plan options granted on September 7, 2007, June 14, 2007
and February 8, 2007, respectively, was $976,000, $223,000 and
$17,000, using a Black-Scholes option pricing model resulting in a
weighted average fair value of $1.94, $2.23, and $1.71 respectively, per
share. The grant date fair value of the 2006 Plan options granted on
June 27, 2006 was $2,537,000 using a Black-Scholes option pricing
model resulting in a weighted average fair value of $1.53 per share.
Notes to Consolidated Financial Statements | continued
Options for 20,750, 12,500 and 17,500 shares, respectively, from the
2006 Plan were exercised during 2008, 2007 and 2006 for proceeds of
$61,000, $35,000 and $42,000, respectively. The intrinsic value of the
shares exercised during 2008, 2007 and 2006 on the date of exercise
of options from the 2006 Plan was $48,000, $27,000 and $30,000, re-
spectively. Options for 28,750 and 52,500 shares, respectively, were for-
feited during 2008 and 2007. No options were forfeited during 2006.
b.) The 1994 Stock Option Plan
As of December 31, 2008 there are no outstanding options from the
1994 Stock Option Plan (the "1994 Plan") and the 1994 Plan has
been terminated and no additional options may be granted under
the 1994 Plan. As of December 31, 2007, Solitario had vested and
outstanding options for 110,000 shares of its common stock under
the 1994 Plan. Under the 1994 Plan, these options were granted at
option prices equal to the fair market value of the underlying com-
mon stock as quoted on the TSX on the date of grant.
Options from the 1994 Plan for 110,000, 917,000 and 1,213,000,
shares, respectively, were exercised during the years ended Decem-
ber 31, 2008, 2007 and 2006 for proceeds of $87,000, $574,000 and
$952,000, respectively. The intrinsic value of the shares issued dur-
ing 2008, 2007 and 2006 on the date of exercise of options from the
1994 Plan was $429,000, $2,901,000 and $1,549,000. No options
from the 1994 Plan were forfeited during 2008, 2007 or 2006.
c.) Stock-based Compensation
Solitario accounts for its stock options under the provisions of SFAS
No 123R. Solitario accounts for its employee stock options as liabil-
ity instruments pursuant to SFAS No 123R because Solitario’s stock
options are priced in Canadian dollars, they are effectively indexed
to the exchange rate between the Canadian dollar and the United
States dollar in addition to price changes of a share of Solitario’s stock
as quoted on the TSX. Solitario records a liability for the fair value
of the vested portion of outstanding options based upon a Black-
Scholes option pricing model. This model requires the input of sub-
jective assumptions, including a risk free interest rate, the contrac-
tual term, a zero dividend yield, a zero forfeiture rate, the exchange
rate between the Canadian dollar and the United States dollar, and
an expected volatility equal to the historical volatility based upon
the daily quoted price of Solitario’s common stock on the TSX over
the period corresponding to the expected life of the options. These es-
timates involve inherent uncertainties and the application of manage-
ment judgment. As a result, if other assumptions had been used,
Solitario's recorded stock-based compensation expense could have
been materially different from that reported.
Solitario’s outstanding options have a five year term, and vest 25%
on date of grant and 25% on each anniversary date. Solitario rec-
ognizes stock option compensation expense for the change in fair
value of option grants over their vesting period. Solitario records
stock option liability for the vested fair value of each option grant on
the measurement date by multiplying the estimated fair value deter-
mined using the Black-Scholes model by a vesting percentage, with
25% recognized immediately, and the remaining 75% recognized
over three years on a straight line basis.
At December 31, 2008, Solitario determined the fair value of its
outstanding options granted under the 2006 Plan utilizing the fol-
lowing assumptions:
Grant Date
Plan
Option price (Cdn$)
Options outstanding
Expected life
Expected volatility
Risk free interest rate
Weighted average fair value (1)
Portion of vesting at measurement date
Fair value of outstanding vested options
6/27/06
2006 Plan
$
2.77
1,548,000
2.5 yrs
57%
0.8%
0.33
87.5%
$ 450,000
$
2/08/07
2006 Plan
4.38
$
5,000
3.1 yrs
54%
1.0%
0.20
72.9%
1,000
$
$
$
6/14/07
2006 Plan
5.12
100,000
3.5 yrs
54%
1.0%
0.19
63.5%
$ 12,000
$
9/07/07
2006 Plan
4.53
$
482,000
3.7 yrs
53%
1.3%
0.24
58.3%
68,000
$
$
(1) Utilizing a Canadian dollar to United States dollar exchange rate of 0.8183 to one.
At December 31, 2007, Solitario determined the fair value of its outstanding options granted under the 2006 Plan and 1994 Plan utilizing
the following assumptions:
Grant Date
Plan
Option price (Cdn$)
Options outstanding
Expected life
Expected volatility
Risk free interest rate
Weighted average fair value(1) $
Portion of vesting at
measurement date
6/27/06
2006 Plan
2.77
$
1,572,500
3.5 yrs
48%
3.1%
3.21
2/08/07
2006 Plan
4.38
$
10,000
4.1 yrs
51%
3.3%
2.66
$
6/14/07
2006 Plan
5.12
$
100,000
4.5 yrs
51%
3.3%
2.49
$
$
9/07/07
2006 Plan
4.53
502,000
4.7 yrs
56%
3.5%
2.93
$
8/14/03
1994 Plan
0.81
$
110,000
0.6 yrs
45%
3.3%
4.59
$
62.5%
48.0%
38.5%
33.3%
100%
Fair value of outstanding
vested options
$ 3,159,000
$ 13,000
$ 96,000
$ 490,000
$ 505,000
(1) Utilizing a Canadian dollar to United States dollar exchange rate of 1.0194 to one.
During 2008, Solitario recognized stock option benefit of $3,255,000, net of deferred taxes of $1,149,000. During 2007 and 2006 Solitario
recognized stock option compensation expense of $1,991,000 and $4,823,000, respectively, net of deferred taxes of $670,000 and $1,774,000,
respectively. Solitario also recognized $1,957,000 of stock option compensation expense, net of deferred taxes of $726,000, as change in
accounting principle on January 1, 2006, upon the adoption of SFAS No. 123R.
2008 Annual Report | 34
Notes to Consolidated Financial Statements | continued
d.) Summary of Stock-based Compensation Plans
The following table summarizes the activity for stock options outstanding under the 1994 Plan and the 2006 Plan as of December 31, 2008,
with exercise prices equal to the fair market value, as defined, on the date of grant and no restrictions on exercisability after vesting:
Shares
Issuable on
Outstanding
Options
Weighted
Average
Exercise Price
(Cdn$)
Weighted
Average
Remaining
Contractual Term
Aggregate
Intrinsic
Value (1)
1994 Plan:
Outstanding, beginning of year
Exercised
Outstanding at December 31, 2008
Exercisable at December 31, 2008
2006 Plan
Outstanding, beginning of year
Granted
Forfeited
Exercised
Outstanding at December 31, 2008
Exercisable at December 31, 2008
110,000
(110,000)
-
-
2,184,500
-
(28,750)
(20,750)
2,135,000
1,451,500
$
$
$
$
$
$
$
0.81
0.81
3.29
4.13
2.96
3.28
3.15
3.1
3.0
$ -
$ -
(1) The intrinsic value at December 31, 2008 based upon the quoted mar-
ket price of Cdn$1.82 per share for our common stock on the TSX and
an exchange ratio of 0.8183 Canadian dollars per United States dollar.
15, 2008. Solitario has not yet determined the impact, if any, of
adopting SFAS No. 141R on its consolidated financial position, re-
sults of operations or cash flows.
Segment Reporting
olitario operates in one business segment, minerals exploration. At
December 31, 2008, all of Solitario's operations are located in Peru,
Bolivia, Brazil and Mexico as further described in Note 2 to these
consolidated financial statements.
Included in the consolidated balance sheet at December 31, 2008
and 2007 are total assets of $3,751,000 and $3,407,000, respec-
tively, related to Solitario's foreign operations, located in Bolivia,
Brazil, Peru and Mexico. Included in mineral properties, net in the
consolidated balance sheet at December 31, 2008 and 2007 are net
capitalized costs related to the Pedra Branca Property, located in
Brazil, of $2,607,000. Solitario is not aware of any foreign exchange
restrictions on its subsidiaries located in foreign countries.
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standard No.
160, "Noncontrolling Interests in Consolidated Financial Statements,
an Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160 es-
tablishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary
and amends certain consolidation procedures of Accounting Re-
search Bulletin ("ARB") 51 for consistency with the requirements of
FASB Statement of Financial Accounting Standard No. 141. SFAS
No. 160 is effective for fiscal years beginning on or after December
15, 2008 and early adoption is prohibited. Solitario has not yet de-
termined the impact, if any, of adopting SFAS No. 160 on its consol-
idated financial position, results of operations or cash flows.
In December 2007, the FASB issued Statement of Financial Ac-
counting Standard No. 141R, "Business Combinations (revised
2007), ("SFAS No. 141R"). SFAS No. 141R establishes principles
and requirements for how an acquirer in a business combination
recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling in-
terest; recognizes and measures the goodwill acquired in the busi-
ness combination or a gain from a bargain purchase; and determines
what information to disclose to enable users of the financial state-
ments to evaluate the nature and financial effects of the business
combination. SFAS No. 141R is to be applied prospectively to busi-
ness combinations for which the acquisition date is on or after the
beginning of an entity's fiscal year that begins on or after December
35 | Solitario Exploration & Royalty
In March 2008, the FASB issued Statement of Financial Accounting
Standard No. 161, "Disclosures about Derivative Instruments and
Hedging Activities" ("SFAS No. 161"), an amendment of SFAS No.
133. SFAS No. 161 requires enhanced disclosures about derivative in-
struments and hedged items that are accounted for under SFAS No.
133 and related interpretations. SFAS No. 161 will be effective for all
interim and annual financial statements for periods beginning after
November 15, 2008, with early adoption permitted. Solitario has not
yet determined the impact, if any, of adopting SFAS No. 161 on its
consolidated financial position, results of operations or cash flows.
2. Mineral Properties:
Solitario's mineral properties consist of use rights related to explo-
ration stage properties, and the value of such assets is primarily driven
by the nature and amount of economic mineral ore believed to be con-
tained, or potentially contained, in such properties. The amounts cap-
italized as mineral properties include concession and lease or option
acquisition costs. Capitalized costs related to a mineral property rep-
resent its fair value at the time it was acquired. Solitario has no pro-
duction (operating) or development stage mineral properties nor any
interests in properties that contain proven or probable reserves. Soli-
tario's exploration stage mineral properties represent interests in prop-
erties that Solitario believes have exploration potential that is not
associated with any other production or development stage property.
Solitario's mineral use rights generally are enforceable regardless of
whether proven and probable reserves have been established.
The following represents Solitario's investment in mineral properties:
(in thousands)
Mineral interests
Accumulated amortization
Net mineral interests
December 31,
2008
$ 3,808
2007
$ 3,727
(1,023)
(1,023)
$ 2,785
$ 2,704
Solitario classifies its interest in mineral properties as Mineral Prop-
erties, net (tangible assets) pursuant to Emerging Issues Task Force
No. 04-2 ("EITF No. 04-2"). Prior to adoption of EITF No. 04-2 in
April 2004, we classified our interests in mineral properties as in-
tangible assets, Mineral Interests, net and recorded amortization of
the intangible asset. Pursuant to EITF No. 04-2, we no longer amor-
tize our interest in Mineral Properties, net.
Notes to Consolidated Financial Statements | continued
Peru
Solitario holds exploration concessions or has filed applications for
concessions covering approximately 28,000 hectares in Peru ex-
cluding properties held under joint ventures and operated by other
parties. These applications are subject to normal administrative ap-
provals and the mineral interests are subject to an annual rental of
$3.00 per hectare (approximately 2.477 acres per hectare) in June
of each year, with 2,200 hectares subject to an additional $6.00 per
hectare surcharge as the concessions are more than 10 years old.
(a) Bongará
Solitario acquired the initial Bongará exploration concessions in
1993. Solitario currently owns 100% of the shares in Minera Bon-
gará S.A., which holds a 100% interest in all the Bongará conces-
sions covering approximately 6,000 hectares in northern Peru (the
"Bongará project").
On August 15, 2006 Solitario signed a Letter Agreement with Vo-
torantim Metais Cajamarquilla, S.A., a wholly owned subsidiary of
Votorantim Metais (both companies referred to as "Votorantim"), on
Solitario's 100%-owned Bongará zinc project. On March 24, 2007,
Solitario signed a definitive agreement, the Framework Agreement
for the Exploration and Potential Development of Mining Proper-
ties, (the "Framework Agreement") pursuant to, and replacing, the
previously signed Bongará Letter Agreement with Votorantim Metais
("Votorantim"). Solitario's and Votorantim's property interests will
be held through the ownership of shares in a joint operating com-
pany that holds a 100% interest in the mineral rights and other proj-
ect assets. At December 31, 2008, Solitario owns 100% of the
shares in this company (Minera Bongará S.A.).
Votorantim can earn up to a 70% shareholding interest in the joint
operating company by funding an initial $1.0 million exploration pro-
gram (completed), by completing future annual exploration and de-
velopment expenditures, by making cash payments of $100,000 by
August 15, 2007 (completed), $200,000 by August 15, 2008 (com-
pleted), and by making further payments to Solitario of $200,000 on
all subsequent anniversaries until a production decision is made or
the agreement is terminated. The option to earn the 70% interest
can be exercised by Votorantim any time after the first year commit-
ment by committing to place the project into production based upon
a feasibility study. Additionally, Votorantim, in its sole discretion,
may elect to terminate the option to earn the 70% interest at any time
after the first year commitment. The agreement calls for Votorantim
to have minimum annual exploration and development expenditures
of $1.5 million in each of years two and three, and $2.5 million in all
subsequent years until a minimum of $18.0 million has been ex-
pended by Votorantim. Votorantim will act as project operator. Once
Votorantim has fully funded its $18.0 million work commitment and
committed to place the project into production based upon a feasi-
bility study, it has further agreed to finance Solitario's 30% partici-
pating interest through production. Solitario will repay the loan
facility through 50% of Solitario's cash flow distributions from the
joint operating company. Votorantim has conducted annual drilling
programs at Bongará for the years 2006-2008.
(b) Yanacocha Royalty property
The Yanacocha royalty property consists of 69 concessions totaling
approximately 61,000 hectares in northern Peru 25 kilometers north
of the city of Cajamarca. In January 2005, Solitario signed an
Amended and Restated Royalty Grant with Minera Los Tapados
S.A., a subsidiary of Newmont Peru Limited, Minera Yanacocha
S.R.L., and Minera Chaupiloma Dos de Cajamarca, S.R.L. (affiliates
of Newmont Peru, Ltd., collectively "Newmont Peru") to modify the
net smelter return ("NSR") royalty on the Yanacocha Royalty prop-
erty located immediately north of the Newmont Mining-Buenaven-
tura's Minera Yanacocha Mine, the largest gold mine in South
America. The amended royalty provides for a sliding scale royalty
which pays a maximum of 5.75% joint government of Peru plus Soli-
tario royalty when the gold price is greater than $500 per ounce.
Solitario may receive up to a 5% royalty, however that royalty to
Solitario is reduced by any royalty paid to the government of Peru,
which is currently between one and three percent, depending on the
mine's annual revenues. In addition to amending the NSR royalty
schedule, the Letter Agreement committed Newmont Peru to a long-
term US$4.0 million work commitment on Solitario's royalty prop-
erty and provides Solitario access to Newmont Peru's future
exploration results on an annual basis. The Yanacocha royalty
amendment and work commitment Letter Agreements were subse-
quently replaced by a definitive agreement with the same terms.
Newmont has not reported reserves on the Yanacocha property and
Solitario has not received any royalty income from Newmont.
(c) La Tola Royalty property
In October 2003, Solitario acquired the La Tola project in southern
Peru to explore for gold and possibly silver. Solitario retains one claim
covering 1,000 hectares. In August 2007 Solitario signed a Letter of
Intent with Canadian Shield Resources ("CSR") allowing CSR to earn
a 100%-interest in the property, subject to a 2% net smelter return
royalty ("NSR") to Solitario's benefit. To earn its interest, CSR is re-
quired to spend $2.0 million in exploration by December 31, 2011.
CSM has the right to purchase the 2% NSR for $1.5 million anytime
before commercial production is reached. Because the Letter of In-
tent with CSR provides that our ending interest in La Tola will be a 2%
NSR, rather than a working interest, we currently classify the La Tola
gold property as a royalty interest property.
(d) Santiago
In February of 2007, Solitario acquired 5,600 hectares of 100%-
owned mineral rights through concessions for its Santiago property
in southern Peru. Solitario capitalized $17,000 during the year
ended December 31, 2007 in lease acquisition costs related to these
concessions. The Santiago project consists of a single property
block where previous surface sampling of rocks identified anom-
alous concentrations of gold in altered Tertiary volcanic rocks.
(e) Chambara
In September of 2006, Solitario acquired 5,200 hectares of 100%-
owned mineral rights through concessions for its Chambara property
(formerly called the Amazonas property) in northern Peru. Soli-
tario capitalized $17,000 during the year ended December 31, 2007
in acquisition costs related to new concessions.
On April 4, 2008 Solitario signed the Minera Chambara sharehold-
ers' agreement with Votorantim for the exploration of a large area of
interest in northern Peru measuring approximately 200 by 85 kilo-
meters. Votorantim contributed titled mineral properties within the
area of interest totaling approximately 52,000 hectares for a 15% in-
terest in Minera Chambara. Solitario contributed 9,500 hectares of
mineral claims and certain exploration data in its possession for an
85% interest in Minera Chambara. Existing and future properties
subject to the terms of the joint venture will be held by Minera Cham-
bara. As of December 31, 2008 Minera Chambara's only assets are
the titles to the properties and Minera Chambara has no debt. Vo-
torantim may increase its shareholding interest to 49% by expend-
ing $6,250,000 over seven years and may increase its interest to 70%
by funding a feasibility study and providing for construction financ-
ing for our interest. If Votorantim provides such construction financ-
ing, Solitario would repay such financing, including interest from
80% of Solitario's portion of the project cash flow. Because Votoran-
tim controls Minera Chambara, Solitario records its investment in
Minera Chambara using the equity-method of accounting. During
the second quarter of 2008, Solitario transferred its interest in the
claims of $30,000 from mineral properties, net to equity method in-
vestment. During 2008, Solitario reduced its equity method invest-
ment in Minera Chambara to zero, through a non-cash charge to
2008 Annual Report | 36
Notes to Consolidated Financial Statements | continued
exploration expense. Solitario does not anticipate it will record an in-
crease in the book value of its 85% equity-method investment in the
shares of Minera Chambara in the foreseeable future.
(f) Newmont Strategic Alliance
On January 18, 2005, Solitario signed a Strategic Alliance Agree-
ment (the "Alliance Agreement") with Newmont Overseas Explo-
ration Limited ("Newmont Exploration"), to explore for gold in South
America (the "Strategic Alliance"). Prior to the definitive agreement,
Solitario had signed a Letter of Intent on November 17, 2004, with
Newmont Exploration. Concurrent with the signing of the Alliance
Agreement, Newmont Mining Corporation of Canada ("Newmont
Canada") purchased 2.7 million shares of Solitario (approximately
9.9% equity interest) for Cdn$4,590,000. Solitario is committed to
spend $3,773,000 over the four years from the date of the Alliance
Agreement on gold exploration in regions ("Alliance Projects Areas")
that are mutually agreed upon by Newmont Exploration and Soli-
tario. As of December 31, 2008, Solitario has spent approximately
$2,997,000 of this commitment. Newmont elected to extend the four-
year expenditure period for such additional time necessary to enable
Solitario to spend the full $3,773,000 on qualified exploration ex-
penditures. If Solitario acquires properties within Alliance Project
Areas and meet certain minimum exploration expenditures, New-
mont Exploration will have the right to joint venture acquired prop-
erties and earn up to a 75% interest by taking the project through
feasibility and financing Solitario's retained 25% interest into pro-
duction. Newmont Exploration may elect to earn a lesser interest or
no interest at all, in which case it would retain a 2% net smelter re-
turn royalty. Newmont Exploration also has a right of first offer on any
non-alliance Solitario property in South America, acquired after the
signing of the Alliance Agreement, that Solitario may elect to sell an
interest in, or joint venture with a third party.
As of December 31, 2008 Solitario has established six property po-
sitions that fall within the currently defined Strategic Alliance area
and are subject to the provisions of the Newmont Alliance as dis-
cussed above. These include the Chonta, La Promesa, Paria Cruz,
Cajatambo, Excelsior and Cerro Azul (formerly Twin Lakes) prop-
erties. The Cerro Azul property was staked in 2007, the La
Promesa, Paria Cruz, Cajatambo and Excelsior properties were
staked in early 2008, while the Chonta property was staked and a
portion optioned in early 2008. All six properties are 100%-owned
subject to Newmont’s rights under the Strategic Alliance, and are sit-
uated within the central Peru mineral belt that is proximal to the
giant Cerro de Pasco silver-base metal district.
Brazil
(a) Pedra Branca
In October 2000, Solitario recorded $3,627,000 in mineral interest
additions for the Pedra Branca project in connection with the ac-
quisition of Altoro Gold Corp. ("Altoro"). At December 31, 2008,
the Pedra Branca project consisted of 89 exploration concessions
totaling approximately 116,624 hectares in Ceará State, Brazil. We
have applied to the National Department of Mineral Production
("DNPM") to convert five exploration concessions to mining con-
cessions. These applications are under review by the DNPM. Pedra
Branca do Mineração S.A., a 70%-owned subsidiary of Solitario in-
corporated in Brazil, holds 100%-interest in all concessions. Eldo-
rado Gold Corporation is entitled to a 2% NSR royalty on 10 of the
concessions totaling 10,000 hectares.
On January 28, 2003, Solitario entered into a Letter Agreement with
Anglo Platinum Ltd. ("Anglo") whereby Anglo could earn various incre-
mental interests, in Pedra Branca do Mineração up to a 65% interest,
by making annually increasing exploration expenditures totaling $7.0
million, completing a bankable feasibility study, or spending an addi-
tional $10 million on exploration and development, whichever occurred
first, and arranging financing to put the project into commercial pro-
duction. On July 14, 2006, Solitario signed the Pedra Branca Frame-
work Agreement with Anglo to establish and govern PBM, which holds
100% title to all the assets of the Pedra Branca project, and the me-
chanics for Anglo's continued funding of Pedra Branca exploration.
37 | Solitario Exploration & Royalty
On April 24, 2007, Solitario signed the definitive agreement, the
Shareholders Agreement, relating to the Pedra Branca Project in
Brazil, (the "Shareholders Agreement") pursuant to the previously
signed Pedra Branca Letter Agreement with Anglo for the exploration
and development of the Pedra Branca Project. The Shareholders
Agreement provides for Solitario and Anglo property interests to be
held through the ownership of shares of PBM. As part of the agree-
ment, Anglo earned a 30% interest in PBM as of December 31, 2008,
as a result of spending a total of $4.0 million on exploration at Pedra
Branca. Additionally, the Shareholders Agreement provides that
Anglo may incrementally earn up to a 51% interest in PBM by
spending a total of $7 million on exploration ($3.0 million in addi-
tion to the $4.0 million spent as of December 31, 2008) at Pedra
Branca by June 30, 2010. However, Anglo is not required to fund
any future exploration expenditures. Anglo can earn an additional
9% interest in PBM (for a total of 60%) by completing either (i) a
bankable feasibility study or (ii) spending an additional $10.0 mil-
lion on exploration or development. Anglo can also earn an addi-
tional 5% interest in PBM (for a total of 65%) by arranging for 100%
financing to put the project into commercial production.
As part of the Shareholders Agreement, Solitario entered into a Serv-
ices Agreement with Anglo whereby Solitario (and/or our sub-
sidiaries) would act as an independent contractor directing the
exploration and administrative activities for PBM and its sharehold-
ers. Under the Services Agreement, Solitario receives a 5% man-
agement fee based upon total expenditures. During 2008 Solitario
recorded management fees of $75,000, to PBM, which are elimi-
nated in consolidation, net of $11,000 of minority interest. During
2007 Solitario recorded $52,000 of management fees included as
joint venture reimbursements.
(b) Mercurio
In September 2005, Solitario completed an option agreement for the
purchase of 100% of the mineral rights over the 8,476-hectare Mer-
curio property in the state of Para, Brazil. An initial payment of
20,000 Brazilian Reals (approximately $7,000) was paid on signing
of the agreement and the next payment of 36,000 Reals (approxi-
mately $12,000) was made in 2005 on signing of a definitive agree-
ment upon conversion of the existing washing claims to exploration
claims. Further payments are required upon the conversion of
garimpeiro licenses to exploration claims which occurred in the
third quarter of 2006. During 2008 and 2007 payments totaled ap-
proximately $60,000 and $55,000, respectively. To purchase the
property, an escalating scale of payments totaling 780,000 Reals
(approximately $325,000) is required over a sixty month period. A
net smelter return of 1.5% is retained by the owner. This NSR can
be extinguished with a payment of 2,300,000 Reals (approximately
$1,958,000). All payments are indexed to inflation as of the sign-
ing of the agreement. The owner of the mineral rights also owns the
surface rights, the use of which is included in the exploration of the
property. On completion of all payments we will receive title to
1,500 hectares of surface rights. Solitario may terminate the agree-
ment at any time at our sole discretion. Solitario has conducted ex-
tensive soil sampling and auger testing of soils over a large portion
of the property during the past four years with three rounds of core
drilling a total of 36 holes. The third round of core drilling was com-
pleted in the first quarter of 2008.
Bolivia
(a) Triunfo
The 256-hectare Triunfo poly-metallic exploration property in Bolivia
was acquired in 2003. Lease obligations were renegotiated in 2006
providing for a payment of $12,000, which was paid in July of 2006,
a payment of $35,000, which was paid in June 2007. In June of 2008
we amended the contract with the option holder for the Triunfo prop-
erty that suspends the payments agreed to under the contract. For the
right to suspend payments we are required to pay $5,000 per year
until such time as we decide to continue exploration drilling. The first
payment of the "stand-by" period was made on signing of the amend-
ment and such suspension shall continue for so long as we pay $5,000
on the anniversary of the signing of the amendment. An option to pur-
Notes to Consolidated Financial Statements | continued
chase the property for $1,000,000 must be exercised by September
2009. A geophysical survey has been completed on the property and
three holes were drilled in the first half of 2007.
(b) Espanola
Solitario optioned the Espanola gold-copper property in western Bolivia
in July 2008. The initial option payment was $5,000, with annual pay-
ments of $10,000 until drilling commences, at which time a $55,000
payment will be due on the anniversary date. Solitario has the right
to earn a 90% interest in the property from a private Bolivian party.
Mexico
(a) Pachuca
The 30,700 hectare Pachuca Real silver-gold property in central
Mexico was acquired by staking in late 2005 and early 2006. Part
of the property, the 13,600 hectare El Cura claim, is held under an
option agreement with a private Mexican party. The option agree-
ment was completed in October 2005 and provides for payments of
$500,000 over four years, of which Solitario has made payments to-
taling $75,000 as of December 31, 2008.
On September 25, 2006 Solitario signed a definitive venture agree-
ment (the "Venture Agreement") with Newmont de Mexico, S.A. de
C.V. ("Newmont"), a wholly owned subsidiary of Newmont Mining
Corporation. The Venture Agreement called for a work commitment
by Newmont of $12.0 million over 54 months to earn a 51% inter-
est in the property. Newmont had the right to earn an additional
19% interest (70% total) by completing a feasibility study and by fi-
nancing Solitario's 30% interest in construction costs. In Decem-
ber 2008 Newmont terminated its right to earn an interest in the
Pachuca Real property. Solitario retains 100% interest in the
Pachuca Real property. Newmont transferred its extensive techni-
cal data base to Solitario in the first quarter of 2009, including the
assay results from 19 drill holes. Several companies have expressed
an interest in possibly joint venturing the Pachuca Real property.
(b) La Noria
During the second quarter of 2008 Solitario staked 10,000 hectares
in Sonora State of Mexico comprising the La Noria project. Strong
alteration of rocks detected by the study of satellite images suggests
good potential for the discovery of porphyry copper deposits.
(c) Purica
In April 2008 Solitario optioned 1,131 hectares in the Sonora state
of Mexico over a large area of alteration between the La Caridad and
Cananea open pit copper mines. Subsequently, we staked an addi-
tional 1,914 hectares in the name of Solitario's subsidiary in Mex-
ico. An extensive geologic mapping and geochemical sampling
program was completed in the first half of 2008 and showed a well
defined area of alteration and copper mineralization over an area
800 by 600 meters. An IP geophysical program was completed soon
thereafter and revealed a moderate chargeability anomaly coinci-
dent with the anomalous geochemistry and alteration.
Discontinued Projects
During 2008 Solitario did not abandon any projects.
Exploration Expense
The following items comprised exploration expense:
(in thousands)
Geologic, drilling and
assay
Field expenses
Administrative
Joint venture
reimbursement
Total exploration
expense
2008
2007
2006
$ 1,669
1,394
1,526
$ 1,569
1,369
1,216
$ 1,370
995
842
-
(1,042)
(265)
$ 4,589
$ 3,112
$ 2,942
On December 23, 2008 Anglo earned a 30% interest in PBM, dis-
cussed above under Pedra Branca. Anglo had previously earned a
15% interest in PBM as of September 30, 2007. As a result of
earning this minority interest, funding of PBM exploration expenses
by Anglo was no longer recorded as joint venture reimbursements
but is recorded as equity contributions to Solitario's additional
paid-in capital for Solitario's 70% of the funding by Anglo. Addi-
tionally, Solitario recorded minority interest of $227,000 and
$17,000, respectively, during 2008 and 2007 in the statement of
operations for Anglo's share of PBM loss. PBM received cash pay-
ments of $1,700,000 and $90,000, respectively, for funding of PBM
exploration expenses from Anglo during 2008 and 2007, which
were recorded as addition to paid-in capital, less minority interest
of $255,000 and $14,000. Upon Anglo earning an additional 15%
interest in PBM during 2008, Solitario recorded an increase of
$416,000 to minority interest through a reduction to additional-
paid-in capital.
3. Related Party Transactions:
Crown Resources Corporation
Crown provided management and technical services to Solitario under
a management and technical services agreement originally signed in
April 1994 and modified in April 1999, December 2000 and July
2002. The agreement was terminated on August 31, 2006 upon the
completion of the Crown - Kinross merger. Under the modified agree-
ment we were billed by Crown for services at 25% of Crown's corpo-
rate administrative costs for executive and technical salaries, benefits
and expenses, 50% of Crown's corporate administrative costs for fi-
nancial management and reporting salaries, benefits, expenses and
75% of Crown's corporate administrative costs for investor relations
salaries, benefits and expenses. In addition, we reimbursed Crown for
direct out-of-pocket expenses. These allocations were based upon the
estimated time and expenses spent by Crown management and em-
ployees on both Crown activities and Solitario activities. Our man-
agement believed these allocations were reasonable and the
allocations were periodically reviewed by our management and ap-
proved by independent Board members of both Crown and Solitario.
Management service fees were billed monthly, due on receipt and are
generally paid within thirty days. We did not incur any management
service fees during 2008 or 2007. Our management service fees were
$232,000 for the year ended December 31, 2006.
Christopher E. Herald, and Mark E. Jones, III were directors of both
Crown and Solitario until August 31, 2006 when they resigned as di-
rectors of Crown upon the completion of the Crown - Kinross merger.
Steven Webster and Brian Labadie were directors of both Crown
and Solitario from June 27, 2006 to August 31, 2006, when they re-
signed as directors of Crown upon the completion of the Crown -
Kinross merger. Christopher E. Herald, James R. Maronick and
Walter H. Hunt were officers of both Crown and Solitario until Au-
gust 31, 2006 when they resigned as officers of Crown upon the
completion of the Crown - Kinross merger.
Mark Jones Consulting Agreement
On September 1, 2006, Solitario entered into a consulting agreement
with Mark E. Jones, III, a director and vice-chairman of our Board of
Directors. The consulting agreement had a two-year term and termi-
nated on August 31, 2008. Under the agreement, Mr. Jones advised
Solitario on matters of strategic direction, planning, and identifica-
tion of corporate opportunities, when and as requested by the Soli-
tario. In consideration for the services to be performed, Mr. Jones was
paid a one time lump sum payment of $160,000, plus he was enti-
tled to receive pre-approved, documented expenses incurred in per-
formance of the consulting services. Solitario recognized $53,000,
$80,000, and $27,000, respectively, for consulting expense related
to the agreement, included in general and administrative expense for
the years ended December 31, 2008, 2007 and 2006.
2008 Annual Report | 38
Notes to Consolidated Financial Statements | continued
$ 1,362
-
$ (721)
86
$(1,350)
Change in valuation
-
allowance
TNR Gold Corp.
As of December 31, 2008, Solitario owns 1,000,000 shares of TNR
that are classified as marketable equity securities held for sale and
are recorded at their fair market value of $33,000. During 2008,
Solitario recognized an asset impairment of $107,000 for an other-
than-temporary decline in the value of its TNR stock, less deferred
taxes of $40,000. The loss was previously included as a loss in other
comprehensive income. Christopher E. Herald, our CEO, is a mem-
ber of the Board of Directors of TNR.
4. Income Taxes:
Solitario's income tax expense (benefit) consists of the following as
allocated between foreign and United States components:
2008
2007
2006
(in thousands)
Deferred:
United States
Foreign
Operating loss and
credit carryovers:
United States
Foreign
Income tax expense
(benefit)
766
-
537
(86)
4
-
$ 2,128
$ (184)
$ (1,346)
Consolidated income (loss) before income taxes includes losses from
foreign operations of $4,987,000, $3,872,000, and $3,286,000, in
2008, 2007 and 2006, respectively.
During 2008, 2007 and 2006, Solitario recognized other compre-
hensive income related to unrealized gains on marketable equity
securities of $620,000, $9,669,000, and $9,205,000, respectively.
Other comprehensive income has been charged $231,000,
$3,317,000, and $3,590,000, respectively, for the income tax ex-
pense associated with these gains. During 2008, 2007 and 2006,
Solitario transferred unrealized gain of $3,576,000, $4,085,000 and
$2,121,000, respectively from other comprehensive income upon
the sale of 192,920, 400,000 and 200,000 shares, respectively, of
Kinross common stock, less income tax of $1,334,000, $1,524,000
and $827,000, respectively, associated with these unrealized gains.
In addition, during 2008, Solitario recognized an asset impairment
of $107,000 for an other-than-temporary decline in the value of its
TNR stock, less deferred taxes of $40,000. The loss was previously
included as a loss in other comprehensive income.
The net deferred tax assets/liabilities in the December 31, 2008 and
2007 consolidated balance sheets include the following components:
(in thousands)
Deferred tax assets:
Net operating loss (NOL) carryovers
Stock option compensation expense
Royalty
Derivative instruments
Other
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Unrealized gain on derivative securities
Exploration costs
Unrealized gains on marketable equity
securities
Other
Total deferred tax liabilities
Net deferred tax liabilities
2008
2007
$ 7,770
188
1,492
235
25
(7,968)
1,742
$ 7,004
1,509
1,492
635
24
(6,436)
4,228
477
845
835
845
7,362
5
8,689
$ 6,947
8,425
6
10,111
$ 5,883
At December 31, 2008 and 2007, Solitario has classified $884,000 and
$1,515,000, respectively, of its deferred tax liability as current, primarily
related to the current portion of its investment in Kinross common stock.
39 | Solitario Exploration & Royalty
A reconciliation of expected federal income taxes on income (loss)
from operations at statutory rates, with the expense (benefit) for in-
come taxes is as follows:
(in thousands)
Expected income tax
expense (benefit)
Non-deductible foreign
expenses
2008
2007
2006
$
436
$ (1,558)
$ (2,379)
75
(12)
122
Non-deductible foreign
stock compensation
expense
Foreign tax rate differences
State income tax
Change in enacted tax
rates
Permanent differences
and other
Income tax expense
(60)
100
188
-
1,532
(143)
66
53
(2)
191
1,116
(38)
23
38
(118)
-
957
11
(benefit)
$ 2,128
$ (184)
$(1,346)
During 2008, 2007 and 2006, the valuation allowance was in-
creased primarily as a result of increases in Solitario foreign net op-
erating loss carryforwards, for which it was more likely than not that
the deferred tax benefit would not be realized.
At December 31, 2008, Solitario has unused US Net Operating Loss
("NOL") carryovers of $1,203,000 which begin to expire commenc-
ing in 2012. Solitario also has foreign loss carryforwards for which
Solitario has provided a full valuation allowance and which expire
over various periods from five years to no expiration depending on
the foreign jurisdiction. In connection with the Bankruptcy of Crown
and Solitario's acquisition of Altoro Gold Corp., Solitario had a
greater than fifty percent change in ownership as defined in Section
382 of the Internal Revenue Code. Pursuant to Section 382, the re-
sulting annual limitation on the amount of future taxable income in
the United States available to be offset by Solitario's carryovers is
approximately $614,000 per year.
On January 1, 2007, Solitario adopted the provisions of FIN 48,
which prescribes a recognition threshold and measurement attrib-
ute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. FIN 48 re-
quires that Solitario recognize in our consolidated financial state-
ments, only those tax positions that are “more-likely-than-not” of
being sustained as of the adoption date, based on the technical mer-
its of the position. As a result of the implementation of FIN 48, Soli-
tario performed a comprehensive review of our material tax positions
in accordance with recognition and measurement standards estab-
lished by FIN 48. The provisions of FIN 48 had no effect on Soli-
tario’s financial position, cash flows or results of operations at
January 1, 2007, December 31, 2007, or December 31, 2008 as
Solitario had no unrecognized tax benefits.
Solitario and its subsidiaries are subject to the following material
taxing jurisdictions: United States Federal, State of Colorado, Mex-
ico, Peru and Brazil. The tax years that remain open to examination
by the United States Internal Revenue Service are years 2005
through 2008. The tax years that remain open to examination by the
State of Colorado are years 2004 through 2008. The tax years that
remain open to examination by Mexico are years 2005 through
2008. All tax years remain open to examination in Peru and Brazil.
Solitario’s policy is to recognize interest and penalties related to un-
certain tax benefits in income tax expense. Solitario has no accrued
interest or penalties related to uncertain tax positions as of January
1, 2007, December 31, 2007, or December 31, 2008.
Notes to Consolidated Financial Statements | continued
5. Fair Value of Financial Instruments:
For certain of Solitario's financial instruments, including cash and
cash equivalents, the carrying amounts approximate fair value due
to their short maturities. Solitario's marketable equity securities and
the Kinross Calls are carried at their estimated fair value based on
quoted market prices.
and leases. See Note 2. Solitario estimates its 2009 mineral prop-
erty rental and option payments to be approximately $368,000. If
Solitario's current joint venture partners elect to continue funding
their respective joint ventures throughout the remainder of 2009,
the joint venture partners will pay or Solitario will be reimbursed for
approximately $106,000 of those costs.
The fair value of the Kinross shares was $21,183,000 and
$24,710,000 at December 31, 2008 and 2007, respectively. The
fair value of the TNR shares was $33,000 and $316,000 at Decem-
ber 31, 2008 and 2007, respectively. The fair value of the liability
for the Kinross Calls was $116,000 at December 31, 2008.
The fair value of the Kinross Collar at December 31, 2008 and 2007
was $513,000 and $1,702,000, respectively, recorded as a liability and
a loss on derivative instrument of the same amount in the statement of
operations based upon a determination of Solitario using a Black-Sc-
holes option pricing model and an evaluation of what a willing buyer
and willing seller would exchange the Kinross Collar for in an arm's-
length transaction. Solitario used independent inputs to its Black-Sc-
holes option pricing model for the market price of a share of Kinross
common stock, the historical volatility of Kinross common stock, the
risk-free interest rate and the life of the collar for each of the Floor
Price and Cap Price in the Kinross Collar discussed above in Note 1.
6. Commitments and Contingencies
In acquiring its interests in mineral claims and leases, Solitario has
entered into lease agreements, which may be canceled at its option
without penalty. Solitario is required to make minimum rental and
option payments in order to maintain its interests in certain claims
Solitario is required to spend $3,773,000 on Alliance Properties as
discussed above under "Newmont Alliance" over the four years ended
January 18, 2009 on gold exploration in regions that are mutually
agreed upon by Newmont Exploration and Solitario. As of December
31, 2008, we have expended $2,997,000 of the total commitment of
$3,773,000. Newmont has elected to extend the four-year expendi-
ture period for such additional time necessary to enable Solitario to
spend the full $3,773,000 on qualified exploration expenditures.
Newmont may also elect to become the manager of the Alliance
Agreement and direct and spend the remaining balance of the
$3,773,000 qualified exploration expenditures using Solitario funds.
Solitario has entered into certain month-to-month office leases for its
field offices in Peru, Mexico and Brazil. The total rent expense for
these offices during 2008, 2007 and 2006 was approximately
$36,000, $42,000, and $28,000, respectively. In addition, Solitario
leases office space under a non-cancelable operating lease for the
Wheat Ridge, Colorado office which provides for minimum annual
rent payments through October of 2009 of $28,000.
7. Stock Option Plans:
The activity in the 1994 Plan and the 2006 Plan for the three years
ended December 31, 2008 is as follows:
2008
2007
2006
1994 Plan
Outstanding,
beginning of year
Exercised
Outstanding, end of year
Exercisable, end of year
2006 Plan
Outstanding,
beginning of year
Granted
Forfeited
Exercised
Outstanding, end of year
Exercisable, end of year
Options
110,000
(110,000)
-
-
2,184,500
-
(28,750)
(20,750)
2,135,000
1,451,000
Weighted
Average
Exercise
Price (Cdn$)
$
$
$
$
$
$
$
0.81
0.81
n/a
n/a
3.29
4.13
2.96
3.28
3.15
Options
1,027,000
(917,000)
110,000
110,000
1,637,500
612,000
(52,500)
(12,500)
2,184,500
933,000
Weighted
Average
Exercise
Price (Cdn$)
$
$
$
$
$
$
$
$
$
$
0.74
0.73
0.81
0.81
2.77
4.62
2.77
2.77
3.29
3.07
Options
2,240,000
(1,213,000)
1,027,000
1,027,000
-
1,655,000
-
(17,500)
1,637,500
396,250
Weighted
Average
Exercise
Price (Cdn$)
$
$
$
$
$
$
$
$
0.82
0.90
0.74
0.74
-
2.77
-
2.77
2.77
2.77
The following table summarizes Solitario's stock options as of December 31, 2008:
Exercise Price
2006 Plan
Cdn$2.77
Cdn$4.38
Cdn$5.12
Cdn$4.53
Number
1,548,000
5,000
100,000
482,000
2,135,000
Options Outstanding
Options Exercisable
Weighted
Average
Remaining
Contractual
Life (in years)
Weighted
Average
Exercise
Price (Cdn$)
1.5
2.9
3.5
3.7
3.1
$ 2.77
$ 4.38
$ 5.12
$ 4.53
$ 3.28
Number
Exercisable
1,158,000
2,500
50,000
241,000
1,451,500
Weighted
Average
Exercise
Price (Cdn$)
$ 2.77
$ 4.38
$ 5.12
$ 4.53
$ 3.15
2008 Annual Report | 40
Notes to Consolidated Financial Statements | continued
8. Stockholders' Equity:
During 2008, options for 130,750 shares of Solitario common stock
were exercised for cash proceeds of $148,000 and Solitario transferred
$477,000 from stock option liability to additional paid-in capital upon
the exercise of these shares. During 2007, options for 929,500 shares
of Solitario common stock were exercised for cash proceeds of
$607,000 and we transferred $2,928,000 from stock option liability to
additional paid-in capital upon the exercise of these shares.
Anglo contributed $1,700,000 and $90,000, respectively, to fund PBM
during 2007 and 2006 and these cash amounts were recorded as addi-
tional paid-in capital, less minority interest of $255,000 and $13,000.
During each of 2008 and 2007, Anglo earned a 15% interest in PBM to
a total of 30% at December 31, 2008, pursuant to the terms of the Share-
holders' Agreement. Solitario transferred $416,000 and $391,000, re-
spectively, from additional paid-in capital to minority interest to reflect
Anglo's increased interest in PBM, during 2008 and 2007.
Solitario recorded $620,000 and $9,669,000, respectively, in unreal-
ized gains on marketable equity securities, less taxes of $231,000 and
$3,317,000, respectively, in unrealized gains on marketable equity
securities in other comprehensive income during 2008 and 2007.
Solitario also recognized gain on the sale of $3,576,000 and
$4,085,000, respectively, less taxes of $1,334,000 and $1,523,000,
respectively, which were reclassified from unrealized gain on mar-
ketable equity securities in other comprehensive income during 2008
and 2007. Solitario recognized an asset impairment of $107,000, less
taxes of $40,000 which was reclassified from unrealized gain on mar-
ketable equity securities in other comprehensive income during 2008.
9. Selected Quarterly Financial Data (Unaudited):
(in thousands)
2008
Revenue
Net income (loss)
Earnings (loss) per share:
Basic and diluted
Weighted shares outstanding:
Basic
Diluted
(in thousands)
Revenue
Net income (loss)
Earnings (loss) per share:
Basic and diluted
Weighted shares outstanding:
Basic
Diluted
March 31,
(1)(2)(4)(5)(6)
$
-
$ (1,513)
June 30,
(1)(2)(4)(5)(6)
$
-
$ (1,409)
Sept. 30,
(1)(2) (3)(4)(5)(6)
$
$
200
3,193
Dec. 31,
(2)(4)(5)(6)
$
$
-
(888)
$
(0.05)
$
(0.05)
$
0.11
$
(0.03)
29,628
29,628
29,642
29,642
29,744
30,049
29,750
29,750
2007
March 31,
(7)(8)(9)
$
$
-
571
June 30,
(7)(9)
$
$
-
(1,492)
Sept. 30,
(7)(8)(9)(10)
$
$
100
(1,135)
Dec. 31,
(7)(8)(9)(11)
$
-
$ (2,341)
$
0.02
$
(0.05)
$
(0.04)
$
(0.08)
29,028
30,228
29,607
29,607
29,607
29,607
29,617
29,617
(1) Solitario sold 100,000 shares of Kinross common stock in the first quarter for proceeds of $2,229,000 and a gain of $1,787,000, sold 42,920 shares of
Kinross common stock in the second quarter for proceeds of $986,000 and a gain of $796,000, and sold 50,000 shares of Kinross common stock in the
third quarter for proceeds of $1,214,000 and a gain of $993,000. The large gain in the first quarter contributed to the net income in that quarter com-
pared to the other three. Solitario did not sell any Kinross shares in the fourth quarter, which contributed to the loss in the fourth quarter.
(2) Exploration expense increased from $1,021,000 in the first quarter to $1,026,000 in the second quarter to $1,265,000 in the third quarter to $1,277,000
in the fourth quarter, contributing to the increasing loss by quarter after consideration of the Kinross stock sales in the first, second, and third quarters,
discussed above.
(3)
(4)
In the third quarter Solitario received a payment of $200,000 in joint venture revenue on its Bongará project in Peru.
In the first, second and fourth quarters, Solitario recognized $1,867,000, $864,000 and $789,000 derivative loss on the Kinross Collar, however in the
third quarter, Solitario recognized a $4,697,000 derivative gain which contributed to the lower loss in the quarter.
(5) Solitario recognized stock option compensation expense of $102,000 in the first quarter, and recognized stock option compensation benefit of $85,000,
$1,377,000 and $1,896,000 in the second, third and fourth quarters.
(6) Solitario recognized income tax benefit of $213,000 and $130,000 during the first and second quarter, compared to an income tax expense of $2,347,000
and $124,000 during the third and fourth quarters of 2008, which contributed to the variation in the quarter net income and (loss).
(7) Solitario recorded incremental stock option compensation expense (credit) of $(164,000), $781,000, $722,000 and $652,000, respectively, in the quar-
ters ended March 31, June 30, September 30 and December 31, 2007, related to changes in the fair value of our outstanding options.
(8) Solitario sold 200,000 shares of Kinross common stock in the first quarter for proceeds of $2,645,000 and a gain of $2,068,000, sold 100,000 shares of
Kinross common stock in the third quarter for proceeds of $1,332,000 and a gain of $889,000, and sold 100,000 shares of Kinross common stock in the
fourth quarter for proceeds of $1,571,000 and a gain of $1,128,000.
(9) Exploration expense increased from $393,000 in the first quarter to $659,000 in the second quarter to $846,000 in the third quarter to $1,214,000 in the fourth
quarter, contributing to the increasing loss by quarter after consideration of the Kinross stock sales in the first, third and fourth quarters discussed above.
(10)
In the third quarter Solitario received a payment of $100,000 in joint venture revenue on its Bongará project in Peru.
(11)
In the fourth quarter, we recognized $1,702,000 derivative loss on the Kinross Collar, which contributed to the increased loss in the quarter.
41 | Solitario Exploration & Royalty
Company Information | Solitario Exploration & Royalty
Corporate Offices
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033
Telephone: 303-534-1030
Fax: 303-534-1809
www.solitarioxr.com
Legal Counsel
Hensley Kim & Holzer, LLC
Denver, Colorado
Fogler, Rubinoff LLP
Toronto, Ontario
Auditors
Ernhardt Keefe Steiner and Hottman, PC
Denver, Colorado
Transfer Agent
Computershare Investor Services
100 University Avenue
Toronto, Ontario M5J2Y1 Canada
800-564-6253
Investor Relations
Questions and requests for information should be directed
to Debbie Mino-Austin, Director-Investor Relations at
800-229-6827, or via email at dwmino@slrxpl.com
Notice of Annual Meeting
The Annual Meeting of Shareholders will be at 10 a.m. MDT
Officers
Christopher E. Herald, President & CEO
James R. Maronick, Chief Financial Officer
Walter H. Hunt, Chief Operating Officer
Directors
Brian Labadie, Chairman of the Board
Mark E. Jones, III, Vice Chairman of the Board
John Hainey, Director
Leonard Harris, Director
Christopher E. Herald, Director
This publication includes certain “Forward-Looking Statements”
within the meaning of section 21E of the United States Securities Ex-
change Act of 1934, as amended. All statements, other than state-
ments of historical fact, included herein, including without limitation,
statements regarding potential mineralization and reserves, explo-
ration results and future plans and objectives of Solitario, are for-
ward-looking statements that involve various risks and uncertainties.
There can be no assurance that such statements will prove to be ac-
curate and actual results and future events could differ materially
from those anticipated in such statements. Development of Solitario’s
properties are subject to the success of exploration, completion and
implementation of an economically viable mining plan, obtaining the
necessary permits and approvals from various regulatory authorities,
compliance with operating parameters established by such authori-
ties and political risks such as higher tax and royalty rates, foreign
ownership controls and our ability to finance in countries that may be-
come politically unstable. Important factors that could cause actual
results to differ materially from Solitario’s expectations are disclosed
under the heading “Risk Factors” and elsewhere in Solitario’s doc-
uments filed from time to time with Canadian Securities Commis-
sions, the United States Securities and Exchange Commission and
other regulatory authorities. This publication also contains informa-
on Tuesday, June 16, 2009 at the Company’s corporate offices.
tion about adjacent properties on which we have no right to explore
Stock Exchange Listings
NYSE Amex: XPL | TSX: SLR
or mine. We advise U.S. investors that the SEC's mining guidelines
strictly prohibit information of this type in documents filed with the
SEC. U.S. investors are cautioned that mineral deposits on adjacent
properties are not indicative of mineral deposits on our properties.
The Company’s common stock has been listed and traded in
Canada on the Toronto Stock Exchange since July 19, 1994
under the symbol SLR and on the NYSE Amex (formerly the
American Stock Exchange) since August 11, 2006 under
the symbol XPL.
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2008 Annual Report
Solitario Exploration & Royalty Corp.
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033
T: 303.534.1030
F: 303.534.1809
www.solitarioxr.com
NYSE Amex: XPL | TSX: SLR