Attached files
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| EX-10.1 - PROMISSORY NOTE - SOLITARIO ZINC CORP. | slr_ex101.htm |
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)
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Colorado
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001-32978
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84-1285791
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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4251
Kipling Street, Suite 390
Wheat
Ridge, CO 80033
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (303) 534-1030
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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:
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Title of Each Clas
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Trading Symbol
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Name of each exchange on which registered
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Common
Stock, $0.01 par value
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XPL
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NYSE
American
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Indicate by
checkmark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging
growth company ☐
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
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Exhibit No.
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Description
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10.1*
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Promissory Note dated April 22, 2020 between Solitario and KeyBank
National Association.
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* 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.
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Solitario Zinc
Corp.
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| April 23, 2020 |
By:
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/s/ James R.
Maronick
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James R. Maronick,
Chief Financial Officer
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