UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Solitario Resources Corp.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
8342EP107
(CUSIP Number)
July 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Newmont Corp.
Attn: Logan Hennessey
6900 E Layton Ave.
Denver, Colorado 80237
(303) 863-7414
CUSIP No. 8342EP107
| 1 |
Names of Reporting Person.
Newmont Corp.(1) | ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) x | ||
| 3 |
SEC Use Only
| ||
| 4 | Citizenship or Place of Organization | ||
| USA | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
6,866,667 | |
| 6 |
Shared Voting Power (see Item 5 below)
0 | ||
| 7 |
Sole Dispositive Power
6,866,667 | ||
| 8 |
Shared Dispositive Power (see Item 5 below)
0 | ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,866,667 | ||
| 10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | ||
| 11 |
Percent of Class Represented by Amount in Row (11)
9.86% (2) | ||
| 12 |
Type of Reporting Person
CO | ||
| (1) | On April 17, 2019, Newmont Mining Corporation changed its name to Newmont Goldcorp Corporation and on January 6, 2020, Newmont Goldcorp Corporation changed its name to Newmont Corp. |
| (2) |
Based on a total of 64,801,373 shares of common stock issued and outstanding as of May 5, 2023 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed by the Issuer with the SEC on May 5, 2023. |
SCHEDULE 13G
This Schedule 13G is filed on behalf of Newmont Overseas Exploration Ltd., a Delaware corporation (the “Reporting Person”).
| Item 1(a). | Name of Issuer |
| Solitario Resources Corp. (“Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
|
4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 80033
| |
| Item 2(a). | Names of Persons Filing |
| Newmont Corp. | |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
|
Newmont Corporation 6900 E. Layton Ave., Suite 700 Denver, Colorado 80237 Attn: Legal Department | |
| Item 2(c). | Citizenship |
| Newmont Corp., a Delaware corporation | |
| Item 2(d). | Title of Class of Securities |
| Common Stock, $0.01 par value (“Common Stock”) | |
| Item 2(e). | CUSIP Number |
| 8342EP107 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| Not Applicable | |
| Item 4. | Ownership |
|
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. | |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: August 9, 2023 |
NEWMONT CORPORATION, a Delaware corporation | |
| By: | /s/ Logan Hennessey | |
| Name: Logan Hennessey | ||
| Title: Vice President, Associate General Counsel and Corporate Secretary | ||