UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): April 22, 2020
 
SOLITARIO ZINC CORP.
(Exact name of registrant as specified in its charter)
 
Colorado
 
001-32978
 
84-1285791
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
4251 Kipling Street, Suite 390
Wheat Ridge, CO 80033
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (303) 534-1030
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐            
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐            
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐            
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐            
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Clas
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
XPL
NYSE American
 
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

 
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
PPP Loan
 
On April 22, 2020, Solitario Zinc Corp. (“Solitario” or the “Company”), entered into a promissory note (the “Promissory Note”) with KeyBank National Association (the “Bank”), which provides for a loan in the amount of $70,000 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity, under certain conditions, with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. Solitario intends to use the proceeds from the PPP Loan for qualifying expenses and to apply for forgiveness of the PPP Loan in accordance with the terms of the CARES Act. However, Solitario cannot completely assure at this time that such forgiveness of the PPP Loan will occur.
 
The foregoing description of the Promissory Note and the PPP Loan do not purport to be complete and are qualified in their entirety by reference to the full text of the Promissory Note, a copy of which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
 
Forward Looking Statements
 
This report contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of statements that include, but are not limited to, phrases such as “anticipate,” “believe,” “expect,” “future,” “intend,” “plan,” and similar expressions to identify forward-looking statements. Forward-looking statements include, without limitation, the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, partners, and others with whom it does business, or on its operating results and businesses generally, the contemplated forgiveness of the PPP Loan, the uncertainty in the financial markets in the wake of the COVID-19 pandemic and the effect of the COVID-19 pandemic on the Company's business and operating results. These statements are only predictions and are subject to certain risks, uncertainties, and assumptions, which include, but are not limited to, those identified and described in the Company’s public filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments, or otherwise, except as expressly required by law.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
 
Promissory Note dated April 22, 2020 between Solitario and KeyBank National Association.
 
* A portion of this exhibit has been omitted in accordance with Regulation S-K Item 601(b)(10)(iv).
 
 
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SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Solitario Zinc Corp.
 
 
 
 
 
April 23, 2020
By:  
/s/ James R. Maronick  
 
 
 
James R. Maronick, Chief Financial Officer
 
 
 

 
 
 
 
 
 
 
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slr_ex101
 
Exhibit 10.1
 
Certain identified information contained in this document, marked by brackets as [***], has been excluded because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
 
U.S. Small Business Administration NOTE
 
SBA Loan #
[***]
SBA Loan Name
Solitario Zinc Corp.
Date
April 22, 2020
Loan Amount
$70,000.00
Interest Rate
1.00%
Borrower
Solitario Zinc Corp
Operating Company
N/A
Lender
KeyBank National Association
 
1.          
PROMISE TO PAY:
 
In return for the Loan, Borrower promises to pay to the order of Lender the amount of Seventy thousand and 00/100 Dollars, interest on the unpaid principal balance, and all other amounts required by this Note.
 
2.            
DEFINITIONS:
 
“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.
“Guarantor” means each person or entity that signs a guarantee of payment of this Note.
“Loan” means the loan evidenced by this Note.
“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.
“SBA” means the Small Business Administration, an Agency of the United States of America.
 
 
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3.          
PAYMENT TERMS:
 
Borrower must make all payments at the place Lender designates. The payment terms for this Note are:
 
The interest rate is 1.00% per year. The interest rate may only be changed in accordance with SOP 50 10.
 
Borrower must pay principal and interest payments of $2,947.15 every month beginning 7 month(s) from the month this Note is dated; payments must be made on the 20th calendar day in the months they are due.
 
Lender will apply each installment payment first to pay interest accrued to the day the Lender receives the payment, then bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.
 
Loan Prepayment
 
Notwithstanding any provision in this Note to the contrary:
 
Borrower may prepay this Note.
 
Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must: a. Give Lender written notice; b. Pay all accrued interest; and c. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days' interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.
 
If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.
 
All remaining principal and accrued interest is due and payable 2 years from date of Note.
 
Conditional Loan Forgiveness:
 
The indebtedness evidenced by this Note may be forgiven, pursuant to and subject to, the terms of the Paycheck Protection Program (15 U.S.C. § 636(a)(36)), and the guidance issued in relation thereto by SBA and/or the U.S. Department of Treasury.
 
Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5% of the unpaid portion of the regularly scheduled payment.
 
4. DEFAULT:
 
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:
A. Fails to do anything required by this Note and other Loan Documents;
B. Defaults on any other loan with Lender;
C. Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;
D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;
G. Fails to pay any taxes when due;
H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;
I. Has a receiver or liquidator appointed for any part of their business or property;
J. Makes an assignment for the benefit of creditors;
K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;
L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or
M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.
 
 
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5. LENDER’S RIGHTS IF THERE IS A DEFAULT:
 
Without notice or demand and without giving up any of its rights, Lender may:
A. Require immediate payment of all amounts owing under this Note;
B. Collect all amounts owing from any Borrower or Guarantor;
C. File suit and obtain judgment;
D. Take possession of any Collateral; or
E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.
 
6. LENDER’S GENERAL POWERS:
 
Without notice and without Borrower’s consent, Lender may:
A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
C. Release anyone obligated to pay this Note;
D. Compromise, release, renew, extend or substitute any of the Collateral; and
E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.
 
7. WHEN FEDERAL LAW APPLIES:
 
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.
 
8. SUCCESSORS AND ASSIGNS:
 
Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.
 
9. GENERAL PROVISIONS:
 
A. All individuals and entities signing this Note are jointly and severally liable.
B. Borrower waives all suretyship defenses.
C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.
D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
F. If any part of this Note is unenforceable, all other parts remain in effect.
G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.
 
10. BORROWER’S NAME(S) AND SIGNATURE(S):
By signing below, each individual or entity becomes obligated under this Note as Borrower.
 
 
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Solitario Zinc Corp.
a(n) CO Corporation
 
/s/ James Maronick
4/22/20
James Maronick
Date
CFO
 
 
 
/s/ Christopher Herald
4/22/20
CHRISTOPHER HERALD
Date
CEO
 
 
 
/s/ Walter Hunt
4/22/20
Walter Hunt
Date
COO
 
 
 
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