SecProbe.io

April 7 , 2014

Via Email
Christopher E. Herald
President and Chief Executive Officer
Solitario Exploration & Royalty Corp.
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033

Re: Solitario Exploration & Royalty Corp.
  Registration Statement on Form S-3
Filed  March 26, 2014
  File No.  333-194827

Dear Mr. Herald :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have  additional comments.

General

1. We note that you are incorporating your annual r eport on Form 10 -K for the fiscal year
ended December 31, 2013  by reference into this Form S -3 and that your Form 10 -K
incorporates Part III  information by reference to your definitive proxy statement filed in
connection with your 2014 annual meeting of shareholders.  Prior to the effectiveness of
your registration statement please either file your definitive proxy statement or amend
your Form  10-K to provide the required Part III information.  For guidance, refer to
Securities Act Forms C&DI Question 123.01.

Christopher E. Herald
Solitario Exploration & Royalty Corp.
April 7 , 2014
Page 2

 Legality Opinion

2. We note that counsel appears to have limited the scope of the legality opinion to the laws
of the State of Colorado.  We also note that the law governing the Indenture is that of the
State of New York.   Please file a legality opinion which opine s on the b inding
obligations of the debt securities under New York law .  Please refer to Section II.B.1.e of
Staff Legal Bulletin 19.

3. We note that counsel has limited reliance on the legality opinion to the company and that
the opinion “may not be relied upon, assi gned, quoted or otherwise used in any many for
any purpose by any other person or entity.”  Please have counsel revise the opinion to
remove this limitation on reliance.  Note that investors must be able to rely upon the
opinion of counsel issued in connec tion with your offering.  Please refer to Section
II.B.3.d of Staff Legal Bulletin 19.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secu rities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have mad e.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursua nt to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing ef fective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Christopher E. Herald
Solitario Exploration & Royalty Corp.
April 7 , 2014
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Adam F. Turk  at (202) 551 -3657  or Brigitte Li ppmann at (202) 551 -3713
with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director