Exhibit 10.1


 


 


31 July 2015


 


 


Solitario Exploration & Royalty Corp.


4251 Kipling Street


Suite 390, Wheat Ridge,


Colorado 80033


United States of America


(Borrower)


 


 


Dear Sirs,


 


SOLITARIO FACILITY AGREEMENT – AMENDMENT LETTER


 


We refer to the agreement titled ‘Facility Agreement’
dated 10 August 2012 between the Borrower, RMB Resources Inc. (Agent) and RMB Australia Holdings Limited (Financier) (the Facility
Agreement).


 


The Agent and the Financier have agreed to extend the maturity
date of the facility provided under the Facility Agreement on the terms and conditions set out in this letter.


 


Terms used in this letter have the meanings given to them
in the Facility Agreement unless otherwise defined in this letter.


 


		1.	Conditions precedent



 


The operation of paragraph 2 of this letter is subject
to and conditional on the Agent receiving each of the following in form and substance satisfactory to the Agent:


 


		(a)	extension fee: the extension fee payable by the Borrower under paragraph 3 of this letter; and



 


 



    	 	1	 



     


    







		(b)	extension of Warrant Certificate expiry date:



		(1)	a form of amendment to the Warrant Certificate issued to the Financier on 21 August 2012, with number W-1, which extends the
Exercise Period of that Warrant Certificate by 12 months, duly executed by all parties to that amendment, together with all documents
necessary to effect the amendment; and



		(2)	evidence that the Borrower has obtained all necessary authorisations and approvals to effect the amendment to the Warrant Certificate.



 


		2.	Amendment



 


The parties to this letter agree that, with effect
from the date on which the conditions precedent in paragraph 1 of this letter have been satisfied in form and in substance satisfactory
to the Agent, the Facility Agreement is amended by:


 


		(a)	deleting the definition of “Expiry Date” in clause 1.1. of the Facility Agreement and replacing it with the following:



 


“Expiry Datein respect of a Warrant,
the later of:


 


		1	the date which is 36 months after a Warrant is issued to the Financier or the Financier’s nominee under this agreement;
and



 


		2	the date on which the “Exercise Period” ends, as specified in the Warrant Certificate for that Warrant.



 


		(b)	deleting the definition of “Repayment Date” in clause 1.1 of the Facility Agreement and replacing it with the following:



 


“Repayment Datethe earlier of:


 


		1	30 September 2015*; and



 


		2	The Project Finance Availability Date.



 


		3.	Extension fee



 


In consideration for the extension of the Repayment
Date as contemplated by paragraph 2(a) of this letter, the Borrower agrees to pay to the Lender an extension fee of US$50,000.


 


		4.	Ratification



 


Each Transaction Party ratifies and confirms the
Facility Agreement and each other Transaction document.


 



    	 	2	 



     


    







		5.	Acknowledgements and covenants



 


Each Transaction Party acknowledges and agrees with
the Finance Parties that:


 


		(a)	the Finance Parties have provided this letter at the request and for the benefit of the Transaction Parties;



 


		(b)	its obligations to the Finance Parties under the Facility Agreement and the other Transaction Documents, or otherwise, are
and continue to be secured by the Securities and, without limitation, all amounts owing by it to the Agent and the Financier under
the Facility Agreement and the other Transaction Documents or otherwise comprise part of the Secured Moneys;



 


		(c)	other than as expressed in this letter, this letter will not abrogate, prejudice, discharge, limit or affect in any way:



 


		(1)	the duties, obligations or liabilities of each Transaction Party; or



 


		(2)	any other Events of Default or Potential Events of Default which may have occurred and continue to exist,



 


under the Facility Agreement or any other Transaction
Document; and


 


		(d)	this letter is a Transaction Document.



 


		6.	Governing law



 


		(a)	This letter is governed by the laws of the State of Colorado and the laws of the United States of America which are applicable
in the State of Colorado, without reference to conflicts of law principles.



 


		(b)	Each party irrevocably submits to the non-exclusive jurisdiction of the State or Federal courts of the State of Colorado.



 


		7.	Costs



 


The Borrower must pay to the Agent on demand all
costs and disbursements incurred by the Finance Parties in connection with the negotiation, preparation, execution, completion
of this letter, all counterparts of this letter and all other documents required for the purposes of this letter.


 


		8.	Acceptance



 


The Borrower accepts the terms and conditions in
this letter by executing a copy of this letter.








		9.	General



 


This letter may be signed in any number of counterparts
and all counterparts taken together constitute one and the same instrument.


 


This letter is executed as an agreement.






    	 	3	 



     


    

 


 


Yours faithfully


 


Signed for


RMB Resources Inc.


By its authorized signatory


 


/s/ Richard A. Winters


Authorized signatory


 


Richard A. Winters


Print Name


 


Signed sealed and delivered by


RMB Australia Holdings Limited


By its attorney


 


/s/ Gregory Gay


Director


 


Gregory Gay


Print Name


 


/s/ Arnold Vogel


Director


 


Arnold Vogel


Print Name









    	 	4	 



     


    




 


 


We agree to the terms of this letter.


 


 


Signed for


Solitario Exploration & Royalty Corp.


By its authorized signatories


 


/s/ Christopher E. Herald


Authorized Signatory


 


Christopher E. Herald


Print Name


 


/s/ James R. Maronick


Authorized Signatory


 


James R. Maronick


Print Name