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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 15, 2021

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.)
8181 E. Tufts Avenue, Suite 510
Denver, Colorado
80237
(Address of Principal Executive Offices)
(Zip Code)

(303) 253-3267
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



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 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On April 14, 2021, John Ellis notified Hycroft Mining Holding Corporation (the “Company”) that he will retire as a director and not seek re-election as a member of the Board of Directors (the “Board”) at the Company's 2021 Annual Meeting of Stockholders (the "Annual Meeting") to be held on May 24, 2021. Mr. Ellis’s retirement will be effective as of the date of the Annual Meeting. Mr. Ellis’s decision not to stand for re-election and retire from the Board is not the result of any disagreement with the Company.
Item 7.01.    Regulation FD Disclosure.
On April 14, 2021, the Company issued a press release announcing that the Board has nominated Stephen A. Lang and David Naccarati for election as directors at the Annual Meeting. The Company further announces in this press release that Mr. Ellis would retire as a director and would not stand for re-election at the Annual Meeting. A copy of the Company’s 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
99.1
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 15, 2021 Hycroft Mining Holding Corporation
By:
/s/ Stanton Rideout
Stanton Rideout
Executive Vice President and Chief Financial Officer





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HYCROFT NOMINATES STEPHEN LANG AND
DAVID NACCARATI TO BOARD OF DIRECTORS
DENVER, CO, April 14, 2021 - Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or the “Company”), a gold and silver producer operating the Hycroft Mine in the prolific mining region of Northern Nevada, is pleased to announce that it will nominate Mr. Stephen A. Lang and Mr. David Naccarati, to its Board of Directors at its upcoming Annual Meeting being held on May 24, 2021.

David Kirsch, Chairman of the Board of Directors, said, “we are very pleased to invite and nominate Steve and David to the Board of Directors. Both gentlemen are seasoned mining professionals with extensive technical expertise in mining operations, mine development, safety and leadership and will be joining at a critical time where their depth of operational and technical experience will be important in guiding the Company as we continue to develop Hycroft into a leading gold and silver mine.”

Hycroft’s Board of Directors regularly evaluates its composition to ensure the appropriate skills, experience and perspective are included to improve its key functions of overseeing personnel development, financial performance, other major responsibilities for strategy, risk, integrity, reputation, governance and drive growth for all Hycroft shareholders. Following a recent review and evaluation, the Board of Directors decided it wanted to add skills and experience with specific mining operations and technical metallurgical experience, encompassing functional and broader leadership roles in demanding operational / technical environments, of scale and involving large world-class open-pit mines.

Stephen A. Lang has over 40 years of experience in the mining industry, including engineering, development and production at gold, copper, coal and PGM operations. Mr. Lang is currently Chair of the Board of Hudbay Minerals Inc., a low-cost, long-life, diversified mining company. He was Chief Executive Officer of Centerra Gold Inc., a publicly traded mining company, from 2008 to 2012 and served as Centerra's Board Chair from 2012 to 2019. Prior to that, he served as Chief Operating Officer at Stillwater Mining Company, Vice President/General Manager at Barrick Goldstrike operations, Vice President of Engineering and Project Development for Rio Algom Ltd, General Manager of the Fort Knox Mine for Kinross Gold/Amax Gold, and General Manager at the Twin Creeks and Lone Tree mines for Santa Fe Pacific Gold. He was a member of the Board of Directors of a predecessor company during the development of the Hycroft Mine from 2013 through 2015. He is also a member of the board of directors of each of International Tower Hill Mines Ltd., Bear Creek Mining Corporation and Argonaut Gold Inc. Mr. Lang holds a BS and MS in Mining Engineering from the Missouri University of Science and Technology.

David Naccarati has more than 45 years of experience in the mining industry. He currently serves as an independent consultant to the mining industry. He was a founding partner of Cupric Canyon Capital, LLC, a private equity firm focused on acquiring and developing mining properties, and served as a member of its board of directors from 2010 to 2019. Mr. Naccarati was a member of the senior management team for Phelps Dodge Corporation, from 2004 to 2007, including serving as president of the Phelps Dodge Mining Company, a division of Phelps Dodge Corporation. Mr. Naccarati also served as an adjunct professor in the department of Mining and Geological Engineering at the University of Arizona from 2009 to 2011. Mr. Naccarati received a degree in Mining Engineering from the University of Arizona and an MBA from Sloan School of Management (MIT).

Mr. John Ellis has decided to retire from the Board of Directors and will not stand for reelection at the 2021 Annual Meeting of Shareholders.


www.hycroftmining.com
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“On behalf of the Board and management, we would like to express our sincere thanks and appreciation to John Ellis for his insight, wisdom, counsel and advice over the past 4 years as we have restarted the Hycroft Mine and effected our recapitalization transaction to become and publicly traded company,” added Mr. Kirsch.

This Press Release Does Not Constitute a Solicitation of Proxies

This press release is not a solicitation of proxies from holders of common stock of Hycroft Mining Holding Corporation. The Company will provide shareholders with a proxy statement and other relevant materials in connection with the 2021 Annual Meeting of Shareholders. Any solicitation of proxies by or on behalf of the Company in connection with the 2021 Annual Meeting of Shareholders will be conducted upon and following the dissemination of the proxy statement and other materials in accordance with applicable law. We urge shareholders to read the proxy statement and any other relevant documents to be filed with the SEC when available, as such documents will contain important information. Shareholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC's website at http://www.hycroftmining.com.

About Hycroft Mining Holding Corporation
Hycroft is a US-based, gold and silver producer operating the Hycroft Mine located in the world-class mining region of Northern Nevada. The Hycroft Mine ranks among the top 20 largest primary gold deposits in the world and is the second largest in the United States.

Contact:
Diane R. Garrett
President &
Chief Executive Officer
(210) 621-4200
Tracey Thom    
Vice President, Investor Relations    
& Corporate Communication    
(303) 524-1948
 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 statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such 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.
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