UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Solitario Exploration & Royalty Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
8342EP107
(CUSIP Number)
December 31, 2011
(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)
CUSIP No. 8342EP107
........................................
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sprott Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 4,084,840
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 4,084,840
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,084,840
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.9%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
Item 1.
(a) Name of Issuer: Solitario Exploration & Royalty Corp.
(b) Address of Issuer's Principal Executive Offices:
4251 Kipling Street, Suite 390, Wheat Ridge, CO 80033
Item 2.
(a) Name of Person Filing: Sprott Inc.
(b) Address of Principal Business Office:
Suite 2700, South Tower, Royal Bank Plaza, Toronto, ON M5J 2J1
(c) Citizenship: Canada
(d) Title of Class of Securities: Common Shares
(e) CUSIP Number: 8342EP107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss. 240.13d-1(b)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned: 4,084,840
(b) Percent of Class: 11.9%
(c) Number of shares as to which Sprott Inc. has:
(i) Sole power to vote or to direct the vote: 4,084,840
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,084,840
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following. [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
These shares are held in accounts managed by subsidiary of Sprott Inc.,
none of which, beneficially own more than five percent of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
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.
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.
January 31, 2012
------------------
Date
SPROTT INC.
By: /s/ Kirstin McTaggart
-----------------------
Kirstin McTaggart
Authorized Person