Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2017, Solitario held its Annual Meeting of Shareholders at which holders of 32,260,325 shares or 83.4% of the total outstanding shares eligible to vote as of the record date were present in person or by proxy. The seven matters identified below were submitted to a vote of the shareholders. Each proposal is more fully described in Solitario’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on May 24, 2017.

1.       Election of Directors. Six directors were elected to serve until the next Annual Meeting of Shareholders or until their successors are elected and qualified, with each director receiving the votes below:

2.       Approval of the Issuance of Solitario Arrangement Shares. Subject to the completion of the Plan of Arrangement, the proposal seeking the approval of the issuance of 19,788,183 shares of Solitario common stock to be issued to effect the Plan of Arrangement was approved, with 20,223,777 shares voting for (98.27% of shares voting), 313,033 shares voting against, 44,201 shares abstaining, and 11,679,314 broker non-votes.

3.       Amendment of the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock Incentive Plan. The First Amendment to the 2013 Plan was approved, with 19,412,538 shares voting for (94.32% of shares voting), 989,295 shares voting against, 179,178 shares abstaining, and 11,679,314 broker non-votes. As described under Item 5.02 above, a portion of this amendment will not be effective until the Plan of Arrangement is completed.

4.       Approval of Grant of Replacement Options. Subject to completion of the Plan of Arrangement, the grant of replacement options for 1,782,428 shares to holders of Zazu options pursuant to the Arrangement Agreement was approved, with 19,592,822 shares voting for (95.20% of shares voting), 885,372 voting against, 102,817 shares abstaining, and 11,679,314 broker non-votes.

5.       Name Change to Solitario Zinc Corp. Subject to completion of the Plan of Arrangement, the approval of an amendment to Solitario’s Articles of Incorporation to change the name of the corporation to “Solitario Zinc Corp.” was approved, with 29,784,552 shares voting for (98.06% of shares voting), 578,520 voting against, 13,331 shares abstaining, and 1,883,992 broker non-votes.

6.       Advisory Vote on Executive Compensation. The shareholders approved the following resolution with 19,739,858 shares voting for (95.91% of shares voting), 841,153 shares voting against, and 11,679,314 broker non-votes:

“RESOLVED THAT: Solitario shareholders approve the compensation of Solitario’s named executive officers, as disclosed in the Company’s proxy statement, dated May 23, 2017, pursuant to the compensation disclosure rules of the Securities and Exchange Commission set forth in Item 402 of Regulation S-K, including, but not limited to, the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in the proxy statement for the 2017 annual general meeting.”

7. Appointment of Auditors. The appointment of EKS&H LLLC as Solitario’s auditors for fiscal year 2017 was ratified with 32,049,545 shares voting for (99.35% of shares voting), 35,296 shares voting against, 175,484 shares abstaining, and no broker non-votes.