Corporate Governance

Code of Business Conduct and Ethics
Code of Ethics for the Chief Executive Officer and Senior Financial Officer
Charter of the Audit Committee
Compensation and Management Development Committee Charter
Corporate Governance and Nominating Committee Charter
Health, Safety, Environment and Social Responsibility Committee Charter

Code of Business Conduct and Ethics
Purpose
This Code of Business Conduct and Ethics (this Code) contains the policies that relate to the legal and ethical standards of conduct of directors (with respect to their director related activities), officers, employees and agents (collectively, Employees) of Solitario Resources Corporation and its subsidiaries (collectively, the Company). This Code sets forth the Company’s expectations regarding the conduct of the Company’s employees while acting on the Company’s behalf and also provides guidelines regarding administration of the Code.

Policy
Each Employee is responsible for maintaining the highest standards of ethical conduct as well as personal and professional integrity in keeping with the Company’s reputation for honesty, integrity and the highest professional ethics. Each employee has the personal responsibility to adhere to the standards set forth in this Code and apply them in good faith and with reasonable business judgment when dealing with other employees, the public, the business community, shareholders, customers, suppliers and governmental and regulatory authorities. Any employee who does not adhere to these standards is acting outside the scope of employment or agency.

Compliance with Laws, Rules and Regulations (Including Insider Trading Laws)
The Company requires that all laws applicable to it or the conduct of its business, regardless of where located, be observed. If a law conflicts with a policy in this Code, the law must be followed; however, if a local custom or policy conflicts with this Code, this Code must be followed. Obeying the law both in letter and in spirit is the foundation upon which the Company’s ethical standards are built. Although employees of the Company are not expected to know every law that is applicable to the Company, it is important that employees know enough to ask questions and seek advice if they have any doubt regarding the legality of an action taken, or not taken, on behalf of the Company. Purchasing or selling, whether directly or indirectly, securities of the Company while in possession of material non-public information is both unethical and illegal. Employees are also prohibited by law from disclosing material non-public information to others who might use such information to directly or indirectly place trades in the Company’s securities. Employees shall not recommend the purchase or sale of the Company’s securities. Pursuant to Section 16 of the Rules and Regulations of the Securities Exchange Act of 1934, most purchases or sales of securities of the Company by directors, executive officers, and 10% shareholders must be disclosed within two business days of the transaction. Employees who are subject to these reporting requirements must comply with the Company’s Policy on securities trading.

Confidentiality
Employees shall maintain the confidentiality of information entrusted to them by the Company, except when disclosure is specifically authorized or legally mandated. Confidential information includes all non-public information that if disclosed might be of use to competitors, or otherwise harmful to the Company including but not limited to, compensation information, financial information, pending projects and proposals, as well as exploration and development strategies. The Company’s business affairs should not be discussed with anyone outside the Company, except when required in the normal course of business. Confidential information also includes all non-public information that is learned about the Company’s suppliers that is not in the public domain. The obligation to preserve confidential information shall continue throughout the Employee’s term of employment and even after employment or agency with the Company ends. Any documents, papers, records, or other tangible items that contain trade secrets or proprietary information are the property of the Company and copying, reproducing or distributing of confidential information in any manner must be authorized by management.

Conflicts of Interest
A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. This situation can arise when an Employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when an employee, or a member of his or her family or household, receives improper personal benefits as a result of his or her position in the Company. It is almost always a conflict of interest for an employee to work simultaneously for a competitor or supplier. No employee is permitted to work for a competitor as a consultant. The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers or competitors, except on the Company’s behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. The Company respects the right of employees and directors to take part in financial business, and other activities outside of their jobs. These activities, however, must be free of conflict with the responsibilities required to perform as employees and directors. Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel.

Corporate Opportunities
Employees and directors owe a duty to the Company to advance its legitimate interests. Employees and directors are prohibited from (i) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and declined it; (ii) using corporate property, information, or position for personal gain; and (iii) competing with the Company.

Fair Dealing
Employees should endeavor to deal fairly with the Company’s suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Gifts
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with suppliers or others. No gift or entertainment should ever be offered, given, provided or accepted by any employee or family member of an employee unless it: (i) is a non-cash gift consistent with customary business practices, (ii) is not intended to be a bribe or payoff and (iii) does not violate any laws or regulations. If any employee has a question in this regard, the employee shall consult with supervisors or officers on the appropriateness of any gifts or proposed gifts.

Protection and Proper Use of Company Assets
Employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes. Company assets and equipment should only be used for Company business, although incidental personal use of assets may be permitted with approval of supervisors or officers.

Company Records
In this respect, the following guidelines must be followed:

• No undisclosed, unrecorded, or “off book” funds or assets should be established for any purpose;

• No false or fictitious invoices should be paid or created;

• No false or artificial entries should be made or misleading reports issued; and

• Assets and liabilities of the Company shall be recognized and reported on the Company’s financial statements in accordance with the Company’s standard practices and generally accepted accounting principles.

Non-discrimination Policy
Employees shall comply with the Equal Employment Opportunity laws of the United States and other jurisdictions we operate and employees will not engage in unlawful or inappropriate harassment of other employees, suppliers or customers at any time.

Foreign Corrupt Practices Act and Political Contributions
Under no circumstances shall any activity be authorized or undertaken by an employee that violates the provisions of the Foreign Corrupt Practices Act (the “FCPA”), federal and state election laws, bribery, or other applicable domestic or foreign laws. Generally, the FCPA prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. To determine whether a gift or gratuity to be made on behalf of the Company complies with applicable laws or this Code, employees should seek guidance from the Company. To establish restrictions with regard to Company participation in the political system as imposed by law, the following guidelines will be followed:

• No funds, assets, or services of the Company will be used for political contributions, directly or indirectly, unless allowed by applicable foreign and U.S. law and approved in advance by the Board of Directors.

• Company contributions to support or oppose public referenda or similar ballot issues are only permitted with advance approval of the Board of Directors.

Public Disclosure
The Company’s policy is to comply fully with all applicable laws and regulations of the U. S. Securities and Exchange Commission (the ?SEC?). Officers shall provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company. Employees and directors involved in the Company’s disclosure process are responsible for acting in furtherance of such policy, and it is important that employees and directors thoroughly understand and comply with such policy.

In addition, the CEO and CFO will adhere to the separate Code of Ethics for the Chief Executive Officer and Senior Financial Officer, attached hereto.

Environmental Policy
The Company is committed to conducting its business in compliance with all applicable environmental laws and regulations in a manner that has the highest regard for the environment and safety and well-being of employees and the general public. Therefore, the Company expects all employees to do their utmost to abide by the letter and spirit of these laws and regulations.

Reporting Any Illegal or Unethical Behavior
The Company proactively promotes ethical behavior. Employees should report violations of laws, rules, regulations, or this Code to the Chief Executive Officer or Chairman of the Audit Committee. To encourage employees to report such violations, the Company will not allow retaliation for reports of misconduct made in good faith. Employees are expected to cooperate in internal investigations of misconduct.

Waivers
Any waiver of any provision of this Code for directors or executive officers may be made only by the Board of Directors (or the disinterested directors in the case of a director). Persons seeking a waiver should be prepared to disclose all pertinent facts and circumstances, respond to inquiries for additional information, explain why the waiver is necessary, appropriate, or in the best interest of the Company, and comply with any procedures that may be required to protect the Company in connection with a waiver. If a waiver of this Code is granted for a director or executive officer, appropriate disclosure will be made promptly in accordance with legal requirements and stock exchange regulations

Violations
Each employee is accountable for his or her compliance with this Code. Violations of this Code may result in disciplinary action against the violator, including without limitation one or more of the following: counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment or restitution. Each case will be judged on its own merits considering the duties of the person and the significance of the circumstances involved.

Code of Ethics for the Chief Executive Officer and Senior Financial Officer
Solitario Resources Corporation and its affiliates (the “Company”) have adopted this Code of Ethics for the Chief Executive Officer and Senior Financial Officer (the “Code of Ethics”), which apply to its Chief Executive Officer (the “CEO”) and its Chief Financial Officer (the “CFO”). Because the equity shares of the Company are publicly traded, and to ensure full, fair, timely and understandable disclosure in the Company’s periodic reports filed with the United States Securities and Exchange Commission (the “SEC”), the CEO and CFO are held to ethical standards, which are in addition to any code of business ethics the Company has or may adopt for its employees. These standards are described below:

• The CEO and CFO are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports that are required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the CEO and CFO to promptly bring to the attention of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Audit Committee in fulfilling its responsibilities.

• The CEO and the CFO shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

• The CEO and the CFO shall promptly bring to the attention of the Company’s general counsel (the “General Counsel”) or the CEO and to the Audit Committee any information he or she may have concerning any violation of this Code of Ethics or any other code of ethics that the Company has or may adopt by any member of management or other employees who have a significant role in the Company’s financial reporting, disclosure or internal controls.
• The CEO and the CFO shall promptly bring to the attention of the General Counsel or the CEO and to the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws or regulations applicable to the Company and the operation of its business, by the Company or any agent therefore, or of violation of this Code of Ethics or any other code of ethics the Company has or may adopt

• The CEO and the CFO shall promptly bring to the attention of the General Counsel or the CEO and the Audit Committee any material transaction or relationship that arises and of which he or she becomes aware that reasonably could be expected to give rise to an actual or apparent conflict of interest between a director or senior officer of the Company, on the one hand, and the Company on the other.
• The CEO and CFO shall carefully review a draft of each periodic report for accuracy and completeness before it is filed with the SEC.
• The CEO and CFO shall establish appropriate systems to ensure that business transactions are recorded on the Company’s books in accordance with Generally Accepted Accounting Principles, established Company policies and appropriate regulatory pronouncements and guidelines
• The CEO and CFO shall establish appropriate policies for the protection and retention of accounting records and information as required by applicable law, regulation or regulatory guidelines.
• The CEO and CFO shall establish and administer disclosure and financial accounting controls and procedures that are appropriate to ensure the integrity of the financial reporting process and the availability of timely, relevant information for the operation of the Company on a safe, sound and accurate basis.
• The CEO and CFO will consult with the Audit Committee to determine whether the Audit Committee has identified any weaknesses of concerns with respect to the Company’s internal controls

• The CEO and CFO will confirm whether the Company’s independent auditors are aware of any material misstatements of omissions in the draft periodic reports, or have any concerns about management’s discussion and analysis sections of the periodic reports

• The Board of Directors shall determine, or designate appropriate persons, to determine, appropriate actions to be taken in the event of violations of the Code of Ethics. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or involves repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation of the proper course of action and whether or not the individual in question had committed other violations in the past. Such actions shall (i) be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Ethics and any other code of ethics the Company has or may adopt and shall (ii) include written notices to the individual involved that the Board of Directors had determined that there has been a violation. The actions may include censure by the Board of Directors, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board of Directors) or termination of the individual’s employment

Charter of the Audit Committee
Purpose:
The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Solitario Resources Corporation, a Colorado corporation (the “Company”) shall be to make such examinations as are necessary to monitor and oversee the accounting and financial reporting processes of the Company, including, but not limited to, the corporate financial reporting and the internal and external audits of the Company, to provide to the Board the results of its examinations and recommendations derived therefrom, to outline to the Board improvements made, or to be made, in internal accounting controls, to nominate independent auditors, and to provide such additional information and materials as it may deem necessary to make the Board aware of the significant financial matters which require the Board’s attention.

Composition:
Except as discussed herein, the Committee shall be comprised of three or more independent members (as herein defined) of the Board, each of whom is able to read and understand fundamental financial statements and at least one of whom qualifies as financially sophisticated as required by Section 121B(2)(a)(ii) of the American Stock Exchange Company Guide and as defined in Item 401(h)(2) of Regulation S-K and has past employment experience in finance or accounting, is a certified accountant, or has other comparable experience, including a current or past position as chief executive, financial officer or other senior officer with financial oversight responsibilities. A member of the Board is independent only if he or she has no relationship to the Company that may interfere with the exercise of his or her independent judgment and will meet the definition as independent as defined in Section 121A of the American Stock Exchange Company Guide and Rule 10A-3 under the Securities and Exchange Act of 1934. The members of the Committee and its Chairman will be appointed by and serve at the discretion of the Board.

Functions and Authority:
The operation of the Committee shall be subject to the Bylaws of the Company, as in effect from time to time. The Committee shall be obligated, and shall have the full power and authority, to carry out the following responsibilities:

• To recommend annually to the full Board the firm of certified public accountants to be employed by the company as its independent auditors for the ensuing year and taking or recommending that the full board take, appropriate action to oversee the independence of the outside auditor.
• To receive a formal written statement from the Company’s independent auditors delineating all relationships between the auditors and the Company, consistent with Independence Standards Board Standard 1, and the audit committee’s responsibility for actively engaging in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor.
• To annually review in advance, the engagement of the independent auditors, including the scope, extent and procedures of the audit and the compensation to be paid therefore, and all other matters the Committee deems appropriate.
• To instruct the independent auditors that the independent auditors are accountable to the Board and the Committee as stockholder representatives, and these stockholder representatives’ ultimate authority and responsibility to select, evaluate, and, where appropriate, replace the outside auditor (or to nominate the outside auditor to be proposed for shareholder approval in any proxy statement).
• The Committee, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between Company Management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and any such registered public accounting firm must report directly to the Committee.
• To establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters as well as procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
• To engage independent counsel and other advisers as the Committee determines necessary to carry out its duties.
• To require the Company to provide appropriate funding, as determined by the Committee in its capacity as a committee of the Board, for payment of: (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (ii) compensation to any advisers employed by the Committee pursuant to item 7 above; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
• To have the familiarity with the accounting and reporting principals and practices applied by the Company in preparing its financial statements.
• To meet separately with management and the independent auditors, upon completion of their audit, to review and discuss the Company’s financial results for the year, as reported in the Company’s financial statements, or other disclosures.
• To provide a report in the Company’s annual meeting proxy statement and the Company’s Annual Report stating whether the Committee has complied with its responsibilities under the Charter, including whether the Committee has reviewed and discussed the Company’s audited financial statements with the Company’s management, whether the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K, and whether anything came to the attention of the Committee that caused the Committee to believe that the audited financial statements contain any materially misleading information or omit any material information.
• To assist and interact with the independent auditors in order that they may carry out their duties in the most efficient and cost effective manner.
• To evaluate the cooperation received by the independent auditors during their audit examination, including their access to all requested records, data and information.
• To review the Company’s balance sheet, profit and loss statements and statements of cash flows and stockholders’ equity for each interim, and any changes in accounting policy that have occurred during the interim period prior to filing its interim quarterly report.
• To consult with the independent auditors and discuss with Company Management the scope and quality of internal accounting and financial reporting controls in effect.
• To disclose in the Company’s annual meeting proxy statement whether the Committee has a written charter, and to file the Committee’s Charter every three years in the Company’s annual meeting proxy statement.
• To review and update the Committee’s Charter annually.
• To perform such other functions and have such power as may be necessary or convenient in the efficient and lawful discharge of the foregoing.

Meetings and Procedural Matters:
The Committee will hold at least four regular meetings per year, with no less than one meeting per calendar quarter and additional meetings as the Chairman or Committee deems appropriate. The Committee will meet at such time as shall be determined by its Chairperson, or upon the request of any two of its members. The agenda of each meeting will be prepared by the Secretary of the Committee and, whenever reasonably practicable circulated to each member prior to the meeting date. The chief executive officer or chief accounting officer may attend any meeting of the Committee, except for portions of the meeting where his, her or their presence would be inappropriate, as determined by the Committee Chairman.

One-third of the members, but not less than two (2) members, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Chairperson will preside, when present, at all meetings of the Committee. The Committee may meet by telephone or a video conference and may take action by written consent. Minuets of each meeting of the Committee shall be kept and distributed to each member of the Committee, members of the Board who are not members of the Committee and the Secretary of the Company. The Chairman of the Committee shall report to the Board from time to time or whenever so requested by the Board.

Approved by the Board
As amended July 26, 2006

• Review from time to time and approve the overall management evaluation and compensation policies of the Corporation, including, in particular, policies applicable to the Corporation’s executive officers, to ensure that management is rewarded appropriately for its contributions to the Corporation’s growth and profitability and that such compensation policies are aligned with the Corporation’s objectives and shareholder interests.
• Review and approve goals and objectives relevant to the compensation of the chief executive officer of the Corporation.
• Evaluate the performance of the Corporation’s chief executive officer in light of the above-referenced goals and objectives.
• Set the compensation of the Corporation’s chief executive officer (including each of the individual elements thereof) based on the above-referenced evaluation.
• Review and approve the compensation for executive officers of the Corporation other than the chief executive officer (including each of the individual elements thereof).
• Review, approve and periodically evaluate the Corporation’s compensation and other benefit plans, including incentive compensation and equity-based plans and programs for executive officers and senior management, and make recommendations as necessary. Review and approve any amendments and modifications to any such plan or program requiring approval of the Board of Directors, subject always to applicable shareholder approval requirements.
• Review, approve and periodically evaluate compliance with the Corporation’s executive share ownership guidelines.
• Establish rules and regulations and perform all other administrative or management duties required of the Board or the Committee by the provisions of any compensation or benefit plan maintained by the Corporation.
• Review and approve the granting of options, restricted stock, stock appreciation rights and other equity-based grants to the Corporation’s executive officers and senior management consistent with the Corporation’s incentive compensation plans and programs and compensation and retention strategy, subject to ratification by the Board.
• Review, periodically evaluate and make recommendations to the Board regarding the compensation and benefits for the Corporation’s non-employee directors.
• Review and approve plans of the Corporation for management development and senior managerial succession.
• Oversee compliance with the applicable compensation reporting requirements of the Securities and Exchange Commission.
• Conduct an annual performance self-evaluation of the Committee.

• Apprise the Board regularly of significant developments in the course of performing the above duties, including reviewing with the full Board any issues that arise.
• Review and reassess the adequacy of this charter on a regular basis and submit any proposed revisions to the Board for consideration and approval.

• Review periodically the organization, size, operation, practice, and tenure policies of the Board.
• Make recommendations to the Board regarding (a) the slate of directors for inclusion in the Corporation’s Proxy Statement for election at the Annual Meeting of Stockholders, and (b) the Board’s evaluation of the independence of each director.
• Assess the adequacy and quality of information provided to the Board prior to and during its meetings.
• Develop criteria and procedures for the identification and recruitment of candidates for election as directors of the Corporation (including the range of skills and expertise that should be represented on the Board), consider issues involving potential conflicts of interest for such candidates, and consider individuals nominated for Board membership by any stockholder pursuant to the by-laws.
• Develop and implement procedures for the Board’s periodic evaluation of its performance and effectiveness.
• Consider annually the establishment and membership of committees of the Board, the delegation of authority to such committees, and the chairmanship of such committees (including the periodic rotation of member and chair assignments).
• Evaluate management’s recommendations on the election of officers of the Corporation.
• Review periodically the Corporation’s Corporate Governance Guidelines and any other issues related to corporate governance, and recommend any proposed changes to the Board for approval.
• Make recommendations to the Board regarding minimum qualifications of director candidates, and processes for identifying and nominating directors.
• Develop and regularly evaluate the process by which stockholders may communicate with the Corporation’s lead director or other members of the Board.
• Conduct an annual performance self-evaluation of the Committee.
• Apprise the Board regularly of significant developments in the course of performing the above duties, including reviewing with the full Board any issues that arise.
• Review and reassess the adequacy of this charter on a regular basis and submit any proposed revisions to the Board for consideration and approval.