HYCROFT MINING HOLDING CORP (Form: 8-K, Received: 04/11/2022 08:28:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 8, 2022

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-38387		82-2657796
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

4300 Water Canyon Road, Unit 1 Winnemucca, Nevada		89445
(Address of Principal Executive Offices)		(Zip Code)

(775) 304-0260

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	HYMC	The Nasdaq Capital Market

Warrants to purchase Common Stock	HYMCW	The Nasdaq Capital Market

Warrants to purchase Common Stock	HYMCZ	The Nasdaq Capital Market

Warrants to purchase Common Stock	HYMCL	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Definitive Material Agreement.

First Amendment to Subscription Agreement

Hycroft Mining Holding Corporation (the “Company”) and American Multi-Cinema, Inc. (“AMC”) entered into a First Amendment to Subscription Agreement (the “Subscription Amendment”) dated as of April 8, 2022 which amends the Subscription Agreement dated March 14, 2022 (the “Subscription Agreement”) between the Company and AMC. In order to comply with Rule 5640 – Voting Rights Policy of the Nasdaq Stock Market Listing Requirements, the Subscription Amendment amends Section 4.5 of the Subscription Agreement to provide that the right of AMC to have a designated director on the Company’s board of directors (the “Board”) is also conditioned upon AMC owning at least 5% of the Company’s voting securities.

The foregoing description of the Subscription Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Subscription Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 hereto. A copy of the Subscription Agreement is included as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2022.

First Amendment to Warrant Agreements

On April 8, 2022, the Company entered into a First Amendment to Warrant Agreement (the “First Amendment”) with each of AMC and 2176423 Ontario Limited (“Ontario”), an entity affiliated with Eric Sprott, which amends each Warrant Agreement dated March 14, 2022 (the “Warrant Agreement”) with each of AMC and Ontario in order to replace the Company as warrant agent by appointing Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent under the Warrant Agreement on behalf of the Company.

The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the First Amendment, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.2 and 10.3 hereto. A copy of the Warrant Agreement with AMC is included as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2022. A copy of the Warrant Agreement with Ontario is included as Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2022, the Company’s Board increased the number of directors on the Board from six to seven and appointed Sean D. Goodman, Executive Vice President and Chief Financial Officer of AMC Entertainment Holdings Inc. and its wholly-owned subsidiary, AMC, to fill the newly created directorship on the Board, effective on such date. Mr. Goodman has also been appointed as a member of the Board’s Audit Committee and Nominating and Governance Committee.

Mr. Goodman’s appointment to the Board and his nomination for election as a director of the Company at the Company’s Annual Meeting to be held on June 2, 2022 is being made under the terms of the Subscription Agreement, as amended by the Amendment (the “Amended Subscription Agreement”), pursuant to which AMC purchased 23,408,240 units of the Company (each a “Unit”) at a purchase price per Unit of $1.193, with each Unit consisting of one share of the Company’s common stock (the “Common Stock”) and one warrant to purchase one share of Common Stock providing for a total purchase price of $27.9 million. The Amended Subscription Agreement provides AMC with the right to appoint a director to the Board and the Company agrees to support such director’s nomination so long as AMC retains at least 50% of the Common Stock purchased under the Subscription Agreement and AMC holds at least 5% of the voting power of the Company.

Mr. Goodman is entitled to compensation for his service as a director in accordance with the Board’s compensation policy for non-employee directors. See “Director Compensation “ in the Company’s Proxy Statement for its 2021 Annual Meeting filed with the Securities and Exchange Commission on April 14, 2021. In addition, the Company will enter into its standard form of Indemnification Agreement with Mr. Goodman. The form of Indemnification Agreement is provided as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on June 4, 2020.

Item 7.01. Regulation FD Disclosure.

On April 11, 2022, the Company issued a press release announcing the appointments of (i) Stephen Lang, a member of the Board, as Chair of the Board of Directors, and (ii) Mr. Goodman as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The list of exhibits is set forth on the Exhibit Index of this Current Report on Form 8-K and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number			Description
10.1			First Amendment to Subscription Agreement dated as of April 8, 2022 between Hycroft Mining Holding Corporation and American Multi-Cinema, Inc.
10.2			First Amendment to Warrant Agreement dated as of April 8, 2022 between Hycroft Mining Holding Corporation and American Multi-Cinema, Inc.
10.3			First Amendment to Warrant Agreement dated as of April 8, 2022 between Hycroft Mining Holding Corporation and 2176423 Ontario Limited.
99.1			Press Release dated April 11, 2022*
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

* Furnished pursuant to Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 11, 2022	Hycroft Mining Holding Corporation

	By:	/s/ Stanton Rideout
		Stanton Rideout
		Executive Vice President and Chief Financial Officer

Exhibit 10.1

FIRST AMENDMENT TO

SUBSCRIPTION AGREEMENT

This FIRST AMENDMENT, dated as of 8th day of April, 2022 (this “Amendment”), by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and American Multi-Cinema, Inc., a Missouri corporation (the “Holder”), amends that certain Subscription Agreement entered into as of March 14, 2022, by and between the Company and the Holder (the “Subscription Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Subscription Agreement.

RECITALS

WHEREAS, pursuant to Section 6.4 of the Subscription Agreement, the Subscription Agreement may be modified by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought;

WHEREAS, pursuant to Rule 5640 – Voting Rights Policy of the Nasdaq Stock Market Listing Requirements (“Rule 5640”), the Nasdaq Stock Market requires that Section 4.5 of the Subscription Agreement be amended to limit the Holder’s right to appoint a Board Designee in the event that the Holder’s ownership of voting securities of the Company is less than 5% of the voting power of the Company; and

WHEREAS, the parties are willing to modify Section 4.5 of the Subscription Agreement to incorporate the limitation of Rule 5640.

NOW, THEREFORE, BE IT RESOLVED, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

1. Amendment. Section 4.5 of the Subscription Agreement is deleted in its entirety and replaced with the following:

4.5 For so long as Subscriber continues to beneficially own and retain the voting power of at least 50% of the Shares purchased pursuant to this Agreement, the Company, the Nominating and Corporate Governance Committee of the Company’s board of directors (the “Board”) and the Board will take all actions to appoint a representative of the Subscriber, including any substitutions or replacements (the “Board Designee”) to the Company’s Board within 30 days of the date hereof and in connection with any annual meeting of the stockholders of the Company or any special meeting of the stockholders of the Company at which directors are to be elected, the Nominating and Corporate Governance Committee of the Board shall recommend the nomination of, and the Board shall nominate for reelection, recommend that the Company’s stockholders vote in favor of election to the Board of, and solicit proxies in favor of the election of, and the Company and the Board shall otherwise take all actions as are reasonable necessary or desirable to reelect, the Board Designee. Notwithstanding the foregoing and for the avoidance of doubt, if AMC’s ownership of the Company’s voting securities is less than 5%, then the Company’s obligation under this Section 4.5 to appoint the Board Designee shall terminate.

2. Miscellaneous.

(a) Full Force and Effect. Except as expressly set forth herein, this Amendment does not constitute a waiver or modification of any provision of the Subscription Agreement. Except as expressly amended hereby, the Subscription Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Subscription Agreement, the terms “the Agreement,” “herein,” “hereof,” “hereinafter,” “hereto” and words of similar import, shall, unless the context otherwise requires, mean the Subscription Agreement as amended by this Amendment. References to the terms “Agreement” appearing in the Exhibits or Schedules to the Subscription Agreement, shall, unless the context otherwise requires, mean the Subscription Agreement as amended by this Amendment.

(b) Headings and Terms. The headings in this Amendment are for purposes of reference only and shall not be considered in construing this Amendment. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(c) Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original and all together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(d) Law Governing. This Amendment shall be construed and enforced in accordance with and shall be governed by the laws and in the manner of the Subscription Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.

	COMPANY:

	HYCROFT MINING HOLDING CORPORATION

	By:	/s/ Diane R. Garrett, Ph.D.
	Name:	Diane R. Garrett, Ph.D.
	Title:	President and Chief Executive Officer

	HOLDER:

	AMERICAN MULTI-CINEMA, INC.

	By:	/s/ Kevin Connor
	Name:	Kevin Connor
	Title:	Senior Vice President, General Counsel and Secretary

Exhibit 10.2

FIRST AMENDMENT TO

WARRANT AGREEMENT

This FIRST AMENDMENT, dated as of April 8, 2022 (this “Amendment”), by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and American Multi-Cinema, Inc., a Missouri corporation (the “Holder”), amends that certain Warrant Agreement entered into as of March 14, 2022, by and between the Company and the Holder (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

RECITALS

WHEREAS, pursuant to Subsection 9.8 of the Agreement, the Agreement may be amended upon the written consent of the Company and the Holder;

WHEREAS, the parties desire to replace and remove the Company as warrant agent under the Agreement and substitute and appoint Continental Stock Transfer & Trust Company, a New York corporation, to act as warrant agent under the Agreement on behalf of the Company (the “Warrant Agent”); and

WHEREAS, the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants pursuant to and in accordance with the Agreement.

1. Amendment and Restatement. The following sections and subsections of the Agreement are amended and restated to replace the Company as warrant agent under the Agreement with the Warrant Agent: Subsection 2.3.1, Subsection 2.3.2, Subsection 3.3.1, Subsection 3.3.4, Subsection 3.3.5, Section 4.4, Section 4.5, Section 5.1, Section 5.2, Section 5.3, Section 7.2, Section 8.1, Section 9.1, Section 9.2, and Section 9.5, so that the Warrant Agent may perform the duties and assume the responsibilities of the warrant agent under the Agreement in all respects. For the avoidance of doubt, the address for notices pursuant to Section 9.2 shall be deleted and replaced with the following:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department

2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in the Agreement.

3. Miscellaneous.

(a) Full Force and Effect. Except as expressly set forth herein, this Amendment does not constitute a waiver or modification of any provision of the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Agreement, the terms “the Agreement,” “herein,” “hereof,” “hereinafter,” “hereto” and words of similar import, shall, unless the context otherwise requires, mean the Agreement as amended by this Amendment. References to the terms “Agreement” appearing in the Exhibits or Schedules to the Agreement, shall, unless the context otherwise requires, mean the Agreement as amended by this Amendment.

(d) Law Governing. This Amendment shall be construed and enforced in accordance with and shall be governed by the laws and in the manner of the Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.

	COMPANY:

	HYCROFT MINING HOLDING CORPORATION

	By:	/s/ Diane Garrett
	Name:	Diane Garrett
	Title:	President and Chief Executive Officer

	HOLDER:

	AMERICAN MULTI-CINEMA, INC.

	By:	/s/ Kevin Connor
	Name:	Kevin Connor
	Title:	Senior Vice President, General Counsel and Secretary

	WARRANT AGENT:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:	/s/ Margaret B. Lloyd
	Name:	Margaret B. Lloyd
	Title:	Vice President

Exhibit 10.3

FIRST AMENDMENT TO

WARRANT AGREEMENT

This FIRST AMENDMENT, dated as of April 8, 2022 (this “Amendment”), by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and 2176423 Ontario Ltd., an Ontario corporation (the “Holder”), amends that certain Warrant Agreement entered into as of March 14, 2022, by and between the Company and the Holder (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

RECITALS

WHEREAS, pursuant to Subsection 9.8 of the Agreement, the Agreement may be amended upon the written consent of the Company and the Holder;

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department

3. Miscellaneous.

(d) Law Governing. This Amendment shall be construed and enforced in accordance with and shall be governed by the laws and in the manner of the Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.

	COMPANY:

	HYCROFT MINING HOLDING CORPORATION

	By:	/s/ Stanton Rideout
	Name:	Stanton Rideout
	Title:	Chief Financial Officer

	HOLDER:

	2176423 ONTARIO LTD.

	By:	/s/ Eric Sprott
	Name:	Eric Sprott
	Title:	Director & President

	WARRANT AGENT:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:	/s/ Margaret B. Lloyd
	Name:	Margaret B. Lloyd
	Title:	Vice President

Exhibit 99.1

Hycroft Mining Announces New Board Appointments

WINNEMUCCA, NV, April 11, 2022- Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or the “Company”), a precious metals development company that owns the Hycroft Mine located in the world-class mining region of Northern Nevada, is pleased to announce that it has made changes to its board of directors, that are effective immediately.

Mr. Stephen Lang has been appointed as Chair of the Board of Directors, assuming the role from Ms. Diane Garrett who has been Acting Chair and who will remain President & CEO of the Company and a member of the Board. Mr. Lang has been a member of the Hycroft Board of Directors since 2021 and has vast experience in mining operations and, combined with his business and Board leadership experience, is exceptionally qualified to lead the Board and team as we advance the exploration and development of the Hycroft project.

The Company will also expand and strengthen the board with the appointment of Mr. Sean Goodman, Executive Vice President and Chief Financial Officer of AMC Entertainment, which recently became one of Hycroft’s largest stockholders through an equity investment in Hycroft. Mr. Goodman will also join our Audit and Nominating and Governance Committees.

Diane Garrett, President and CEO of Hycroft, commented, “On behalf of the Board, we are extremely pleased that Steve has assumed the role of Chair to lead the Board through this next chapter in our development. Additionally, our new partnership with AMC continues to grow with the addition of another strong board member as their representative, Mr. Sean Goodman. Sean holds the position of Executive Vice President, Chief Financial Officer at AMC Entertainment and his skillset in strategic finance across multiple industries will complement the talents of our existing board and bring new ideas and diverse views for development of this world-class North American asset.”

Mr. Stephen Lang

Mr. Lang has over 40 years of experience in the mining industry, including engineering, development and production at gold, copper, coal and platinum group metals operations. Mr. Lang is Chair of Hudbay Minerals and was Chief Executive Officer of Centerra Gold Inc. from 2008 to 2012 and served as Centerra’s Board Chair from 2012 to 2019. Mr. Lang has also held senior operating positions at Stillwater Mining Company, Barrick Gold Corporation, Rio Algom Limited and Kinross Mining Corporation. Mr. Lang holds a Bachelor of Science degree and a Master of Mining Engineering degree from the University of Missouri-Rolla.

Mr. Sean Goodman

Mr. Goodman is the Executive Vice President and Chief Financial Officer of AMC. He has more than 30 years of experience in strategic planning, capital markets and finance. Prior to joining AMC, Mr. Goodman was the Chief Financial Officer of Asbury Automotive Group, Inc. (NYSE: ABG) from July 2017 to November 2019 and the Chief Financial Officer of Unifi, Inc. (NYSE: UFI) from January 2016 to June 2017. Earlier in his career, Mr. Goodman served in various senior strategy and finance roles at The Home Depot, Inc. (NYSE: HD). Mr. Goodman began his career as an investment banker with Morgan Stanley, Inc. (NYSE: MS) and in various consulting and public accounting positions with Deloitte LLP. Mr. Goodman has a Master of Business Administration degree from The Harvard Business School and a Bachelor of Business Science degree (with honors) from the University of Cape Town in South Africa. Mr. Goodman is a certified public accountant.

The Company also announced that it has set the meeting date for its 2022 annual meeting of stockholders on June 2, 2022 for stockholders of record on April 6, 2022.

About Hycroft Mining Holding Corporation

Hycroft Mining Holding Corporation is a U.S.-based gold and silver development company that owns the Hycroft Mine, a well-established, world-class asset with a significant mineral endowment in Northern Nevada, a tier one mining jurisdiction. The company is focused on transforming Hycroft into a large-scale mining operation by developing a process for its large sulfide gold and silver mineral resources on site. Additional information is available at hycroftmining.com.

Contact:
Diane R. Garrett		Tracey Thom
President & CEO		Vice President, Investor Relations
(210) 621-4200
		(775) 391-9029

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the Unites States Securities Exchange Act of 1934, as amended, or the Unites States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future, are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion and growth of our business. The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to” and similar words or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking statements. Forward-looking statements address activities, events or developments that the Company expects or anticipates will or may occur in the future and are based on current expectations and assumptions. These risks may include the following and the occurrence of one or more of the events or circumstances alone or in combination with other events or circumstances, may have a material adverse effect on the Company’s business, cash flows, financial condition and results of operations. Please see our “Risk Factors” set forth our Annual Report on Form 10-K for the year ended December 31, 2021, and other reports filed with the SEC for more information about these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this news release. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this news release, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this news release speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

Hycroft Announces Chair and Board Appointments

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