Certain statements in this Annual Report on Form 10-K for the year ended December 31, 20212022 (“20212022 Form 10-K”) may constitute “forward-looking” statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Securities Exchange Act of 1934, as amended, or the United 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. Forward-looking statements include, but are not limited to:

The principal products produced during 20212022 and 20202021 at the Hycroft Mine were unrefined gold and silver bars (doré) and gold and silver laden carbons and slags, both of which arewere sent to third party refineries and sold at prevailing spot prices after adjustments for refining and other associated fees, to financial institutions or to precious metals traders. Doré bars and gold and silver laden carbons and slags arewere sent to refineries to produce bullion that meetsmeet the required market standards of 99.95% pure gold and 99.90% pure silver. Under the terms of our refining agreements, doré bars and gold and silver laden carbons and slags arewere refined for a fee, and our share of the separately recovered refined gold and refined silver arewere credited to our account or delivered to our buyers.

Gold and silver have two main categories of use: fabrication and investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and coins. Fabricated silver also has a variety of end uses, including jewelry, mirrors, cameras, electronics, energy, engines, novelty explosives and coins. Gold and silver investors buy gold and silver bullion, coins and jewelry.

The supply of gold consists of a combination of current production from mining and metal recycling and the draw-down of existing stocks of gold held by governments, financial institutions, industrial organizations and private individuals. Based on publicly available information published by the World Gold Council, gold production from mines increased 2%1.2% in 20212022 compared with 20202021 totaling approximately 3,5613,612 metric tons (or 114.5116.1 million troy ounces) and represented approximately 76.3%75.9% of the 20212022 global gold supply of 4,666

The top 10 producers of gold comprise approximately one third of total worldwide mined gold production. We are a gold and silver development company with a single property. The Hycroft Mine has large gold and silver mineral resources included in the 20222023 Hycroft TRS. We have not fully developed our operationmilling and POX operations and we have not established our long-term production and cost structure. Our costs are expected to be determined by the location, grade and nature of our ore body, processing technologies applied to our ore, and costs including energy, reagents, labor and equipment. The metals markets are cyclical, and our ability to maintain our competitive position over the long-term is based on our ability to develop and cost effectively operate the Hycroft Mine in a safe and environmentally responsible manner.

We compete with other mining companies in connection with hiring and retaining qualified employees. There is substantial competition for qualified employees in the mining industry, some of which is with companies having substantially greater financial resources than us and a more stable history. As a result, we may have difficulty hiring and retaining qualified employees.

At December 31, 2021,2022, we had approximately 10274 employees, of which 9564 were employed at the Hycroft Mine. None of our employees are represented by unions.

Mining operations and exploration activities are subject to various federal, state and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our current mining, exploration and other programs. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in Nevada and the United States. Although we are not aware of any current claims, orders or directions relating to our business with respect to the foregoing laws and regulations, changes to, or more stringent application, interpretation, or enforcement of, such laws and regulations in Nevada, or in jurisdictions where we may operate in the future, could require additional capital expenditures and increased operating and/or reclamation costs, which could adversely impact the profitability levels of our projects.

We cannot predict at this time what changes, if any, to federal laws or regulations may be adopted or imposed by the current governmental administration. At the state level, mining operations in Nevada are regulated by the Nevada Department of Conservation and Natural Resources, Division of Environmental Protection (the "Division"“Division”), which has the authority to implement and enforce many of the federal regulatory programs described above as well as state environmental laws and regulations. Compliance with these and other federal and state laws and regulations could result in delays in obtaining, or failure to obtain, government permits and approvals, delays in beginning or expanding operations, limitations on production levels, incurring additional costs for investigation or cleanup of hazardous substances, payment of fines, penalties or remediation costs for non-compliance, and post-mining closure, reclamation and bonding.

During the year ended December 31, 2022, the Company received a notice of non-compliance from the closure branch of the Nevada Division of Environmental Protection (“NDEP”) Bureau of Mining Regulation and Reclamation (“BMRR”) regarding a historical reclamation matter. As such, the Company has accelerated certain reclamation activities in order to regain compliance. During 2021, and 2020, there werewas no known material environmental incidents or non-compliance with any applicable environmental regulations on the properties now held by us. During 2022 and 2021, there were no known material environmental incidents. We did not incur material capital expenditures for environmental control facilities during 2022 and 2021 and 2020 andwe do not expect to incur any material expenditures in 20222023 for such environmental control facilities.

Safety and health is aare core valuevalues which is why we have mandatory mine safety and health programs that include employee and contractor training, risk management, workplace inspection, emergency response, accident investigation and program auditing. We consider these programs to be essential at all levels within Hycroft to ensure that our employees, contractors, and visitors only operate in a safe and healthy workplace.

The scientific and technical information concerning our mineral projects in this 20212022 Form 10-K have been reviewed and approved by third-party “qualified persons” under the Modernization Rules, including Ausenco Engineering South USA, South Inc. (“Ausenco”), Independent Mining Consultants, Inc, (“IMC”), and WestLand Engineering & Environmental Services, Inc. (“WestLand”). For a description of the key assumptions, parameters and methods used to estimate mineral resources included in this 20212022 Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the 20222023 Hycroft TRS.TRS incorporated by reference herein.

The following list provides a summary ourof risk factors discussed in further detail below:

We areThe Company is not currently conducting commercial mining operations at the Hycroft Mine. There is no certainty that the mineral resources estimated at the Hycroft Mine will be mined or, if mined, processed profitably. We haveThe Company has no specific plans and cannot currently predict when we will be able to bring the Hycroft Mine may be back intoin production. The commercial viability of the Hycroft Mine is dependent on a number ofmany factors, including metal prices, the availability of and ability to raise capital for development, government policy and regulation and environmental protection, which are beyond ourthe Company’s control. WeThe Company may not generate commercial-scale revenues until we bring the Hycroft Mine is back intoin production.

Unless otherwise indicated, mineral resource figures in ourthe Company’s filings with the SEC, press releases, and other public statements that may be made from time to time are based upon estimates made by ourthe Company’s personnel and independent geologists. These estimates are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be inaccurate. There can be no assurance that mineral resourceresources or other mineralization figures will be accurate or that this mineralization could be mined or processed profitably.

Because we havethe Company has not completed a feasibility study or recommenced commercial production at the Hycroft Mine, mineral resource estimates for our properties may require adjustments or downward revisions based upon further exploration or advancement

Until mineral resources are mined and processed, the quantity of ore and grades must be considered as an estimate only. In addition, the quantity of mineral resources may vary depending on metal prices, which largely determine whether mineral

Completing a feasibility study offor the Hycroft Mine will require significant additional work and study in order to reduce the range of uncertainty associated with the study’s estimates and conclusions. Cash operating costs, production, and economic returns, and other estimates contained in studies or estimates prepared by or for usthe Company may differ significantly from those anticipated by us andthe Company. In addition, if estimated costs as they are developed if too high, there may result inbe further delays or a cancellation of advancement at the Hycroft Mine.

There is no certainty that a feasibility study for the Hycroft Mine will be completed or, if completed, that it will result in sufficiently favorable estimates of the economic viability of the Hycroft Mine to justify a construction decision.

It is common in new mining operations to experience unexpected problems and delays during advancement, construction, start-up commissioning, and transition to commercial operations. In addition, delays in the commencement of mineral production often occur. Accordingly, there are no assurances that, if we decidethe Company decides to initiate construction or mining activities, that weit will be able to successfully establish mining operations or profitably produce gold and silver at the Hycroft Mine.

The mining industry is intensely competitive for employees and contractors, and includes several large established mining companies with substantial mining capabilities and with greater financial and technical resources than ours. We competethe Company’s. The Company competes with other mining companies in the recruitment and retention of qualified managerial and technical employees.employees as well as contractors. If we are unable to successfully attract and retain qualified employees ourand contractors, the Company’s exploration and development programs and/or our operations may be slowed down or suspended, which may materially adversely impact our development,the Company’s financial condition, and results of operations.

Substantial expenditures are required to construct and operate the Hycroft Mine including additional equipment and infrastructure such asthat is typically seen in a milling and Acid POX plantoperations to allow for extraction of gold and silver from the sulfide mineral resource, to further develop ourthe Hycroft Mine to establish mineral reserves and identify new mineral resources through exploration drilling and analysis. In 2022, we expect2023, the Company expects to continue to advance the Acidits POX evaluation reflected in the Initial

A number ofSeveral factors, including costs, actual mineralization, consistency and reliability of ore grades, and commodity and reagent quantities and prices affect successful project development. The efficient operation of processing facilities, the existence of competent operational management, as well as the availability and reliability of appropriately skilled and experienced consultants also can affect successful project development. WeThe Company can provide no assurance that the development and advancement of the Hycroft Mine sulfide processing operations will result in economically viable mining operations.

In addition, wethe Company may incur liability to third parties as a result of the actions of our contractors or consultants. The occurrence of one or more of these risks could increase ourthe Company’s costs, interrupt or delay our exploration or development activities or ourthe ability to access our ores,its mineral resources, and materially adversely affect ourthe Company’s liquidity, results of operations and financial position.

These occurrences could result in damage to, or destruction of, ourthe Company’s properties or production facilities, personal injury or death, environmental damage, delays in future mining or processing, increased future production costs, long-lived asset write downs,impairments, monetary losses and legal liability, any of which could have a material adverse effect on our future development plans, andthe Company’s ability to raise additional capital.capital, and/or the Company’s financial condition, results of operations and liquidity.

To the extent we becomethe Company becomes subject to environmental liabilities, the payment of such liabilities, or the costs that we may incur,be incurred, including costs to remedy environmental pollution, would reduce funds otherwise available to usthe Company and could have a material adverse effect on ourthe Company’s financial condition, results of operations, and liquidity. If we are unable to fully remedy an environmental violation or release of hazardous substances, wethe Company might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy or corrective action. The environmental standards that may ultimately be imposed at a mine site can vary and may impact the cost of remediation. Actual remedial costs may exceed the financial accruals that have been made for such remediation. Additionally, the timing of the remedial costs may be materially different from the current remediation plan. The potential exposure may be significant and could have ana material adverse effect on ourthe Company’s financial condition and results of operations.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property or natural resources and injury to persons resulting from the environmental, health and safety impacts of ourthe Company’s past and current operations, which could lead to the imposition of substantial fines, remediation costs, penalties, injunctive relief and other civil and criminal sanctions. Substantial costs and liabilities, including those required to restore the environment after the closure of mines, are inherent in ourmining operations. WeThe Company cannot provide any assurance that any such law, regulation, enforcement or private claim will not have a material negative effect on ourthe Company’s business, financial condition or results of operations.

In the ordinary course of business, we arethe Company is required to obtain and renew governmental permits for ourthe current limited operations at the Hycroft Mine. We will also need additionalAdditional governmental permits are needed to accomplish ourthe long-term plans to mine sulfide ores under plans yet to be developed. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving costly undertakings by us.the Company. The duration and success of our efforts to obtain and renew permits are contingent upon many variables not within ourthe Company’s control, including the interpretation of applicable requirements implemented by the permitting authority and intervention by third parties in any required environmental review. WeThe Company may not be ableunable to obtain or renew necessary permits that are necessary on a timely basis or at all, and the cost to obtain or renew permits may exceed ourthe Company’s estimates. Failure to comply with thepermit terms of our permits may result in injunctions, fines, suspension or revocation of permits and other penalties. WeThe Company can provide no assurance that we haveit has been, or will at all times be, in full compliance with all of the terms of ourits permits or that we havethe Company has all required permits. The costs and delays associated with compliance with these permits and with the permitting process could alter all or a portion of any mine plan we may proposeproposed in the future, delay or stop usthe Company from proceeding with the development of the Hycroft Mine or increase the costs of development or production, any or all of which may materially adversely affect ourthe Company’s business, prospects, results of operations, financial condition and liquidity.

Additional regulatory authorities may also have or have had jurisdiction over some of ourthe Company’s operations and mining projects including the Environmental Protection Agency, the Nevada Division of Environmental Protection,NDEP, the U.S. Fish and Wildlife Service, BLM, and the Nevada Department of Wildlife.Wildlife (“NDOW”).

These environmental regulations require usthe Company to obtain various permits, approvals and licenses and also impose standards and controls relating to development and production activities. For instance, we arethe Company is required to hold a Nevada Reclamation Permit with respect to the Hycroft Mine. This permit mandates concurrent and post-mining reclamation of mines and requires the posting of reclamation bonds sufficient to guarantee the cost of mine reclamation. Changes to the amount required to be posted for reclamation bonds could materially affect ourthe Company’s financial position, results of operations, cash flows and liquidity. Also, the U.S. Fish and Wildlife Service may designate critical habitat and suitable habitat areas it believes are necessary for survival of a threatened or endangered species. A critical habitat or suitable habitat designation could result in further material restrictions to land use and may materially delay or prohibit land access for our development. For example, wethe Company had to obtain certain permits associated with mining in the area of an eagle habitat. Failure to obtain such required permits or failure to comply with federal and state regulations could also result in delays in beginning or expanding exploration, future operations, incurring additional costs for investigation or cleanup of hazardous substances, payment of penalties for non-compliance or discharge of pollutants, and post-mining closure, reclamation, and bonding, all of which could have a material adverse impact on ourthe Company’s financial performance, results of operations, and liquidity.

Mining operations are subject to extensive federal and state legislation governing matters such as mine safety, occupational health, labor standards, prospecting, exploration, production, exports, toxic and hazardous substances, explosives, management of natural resources, land use, water use, air emissions, waste disposal, environmental review, and taxes. While we havethe Company has ceased mining operations at the Hycroft Mine, continued compliance with these regulations and other legislation relating to ourregulation obligations with respect to the Hycroft Mine and its future exploration and development could require us to make significant financial outlays to comply with these laws. The enactment of new legislation or more stringent enforcement of current legislation may also increase these costs, which could have a material negative effect on ourthe Company’s financial position, results of operations, and liquidity. We cannotThe Company can provide anyno assurances that weit will be able to adapt to these regulatory developments on a timely or cost-effective basis. Violations of these laws, regulations and other regulatory requirements could lead to substantial fines, penalties or other sanctions, including possible shutdown of future operations, as applicable.

Our mineral properties consistThe Hycroft Mine consists of private mineral rights, leases covering private lands, leases of patented mining claims, and unpatented mining claims. Areas of the Hycroft Mine are unpatented mining claims located on lands administered by the BLM Nevada State office to which we havethe Company has only possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine conclusively ownership of such claims. These uncertainties relate to such things as sufficiency of mineral discovery, proper location and posting and marking of boundaries, and possible conflicts with other claims not determinable from descriptions of record. We believeThe Company believes a substantial portion of all mineral exploration, development and mining in the United States now occurs on unpatented mining claims, and this uncertainty is inherent in the mining industry.

The present status of ourthe Company’s unpatented mining claims located on public lands allows usthe Company the right to mine and remove valuable minerals, such as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs. We also areThe Company is generally allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the land remains with the United States. We remainThe Company remains at risk that the mining claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements. Prior to 1994, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on a mining claim, and to meet all other applicable federal and state requirements and procedures pertaining to the location and

There may be challenges to title to the mineral properties in which we holdthe Company holds a material interest. If there are title defects with respect to any properties, we mightthe Company may be required to compensate other persons or perhaps reduce ourits interest in the affected property. Also, in any such case, the investigation and resolution of title issues would divert our management’s time from ongoing business operations.

Members of the U.S. Congress have periodically introduced bills which would supplant or alter the provisions of the Mining Law of 1872. Such bills have proposed, among other things, to either eliminate or greatly limit the right to a mineral patent and to impose a federal royalty on production from unpatented mining claims. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact ourthe Company’s ability to develop mineralized material on unpatented mining claims. A majority of ourthe Company’s mining claims at the Hycroft Mine are unpatented claims. Although we cannotthe Company is unable to predict what legislated royalties might be, the enactment of these proposed bills could adversely affect the potential for development of ourthe Company’s unpatented mining claims and the economics of any future mine operations on federal unpatented mining claims. Passage of such legislation could materially adversely affect ourthe Company’s financial performance and results of operations.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could materially increase ourthe Company’s costs, and the costs of ourits suppliers, for further exploration and development of the Hycroft Mine, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact ourthe Company’s ability to compete with companies situated in areas not subject to such regulations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, wethe Company cannot predict how legislation and regulation will affect ourits financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness, and any adverse publicity in the global marketplace about potential impacts on climate change by usthe Company or other companies in ourthe mining industry could harm our reputation.cause reputational harm.

The potential physical impacts of climate change on ourthe Company’s development activities or future operations are highly uncertain and would be particular to the areaareas in which we operate.the Company operates. These climate changes may include changes in rainfall and storm patterns and intensities, water shortages, and changing temperatures. These changes in climate could materially adversely affect our mining operations, including by affecting the moisture levels and pH of ore on our leach pads, could materially and adversely affect the cost to construct and operate the Hycroft Mine, and materially and adversely affect the Company’s financial performance of ourand operations.

The exploration and development of ourthe Hycroft Mine for mining and processing our mineral resources will require significant investment. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development, or production at the Hycroft Mine. The covenants in the Sprott Credit Agreement could significantly limit ourthe Company’s ability to secure new or additional credit facilities, increase ourthe cost of borrowing, and make it difficult or impossible to raise additional capital on favorable terms or at all.

OurThe Company’s primary future cash requirements for 20222023 will be to fund working capital needs, capital and project expenditures, satisfying debt service required under the Sprott Credit Agreement, and other corporate expenses so that wethe Company can continue to develop the Hycroft Mine by conducting targeted exploration drilling and completing the necessary technical studies to determine the likely timeline to bring the sulfide mineral resources into commercial scale operation. As of December 31, 2021 we2022, the Company had unrestricted cash of $12.3 million and we have since raised approximately $194.4 million in gross proceeds from a private placement of our equity securities and from an "at-the-market" public equity offering of our common stock. You$142.0 million. Stockholders are cautioned that management’s expectations regarding ourthe Company’s liquidity and capital resources are based on a number of assumptions that we believe are believed to be reasonable but could prove to be incorrect. For example, ourthe Company’s expectations are based on assumptions regarding commodity prices, gold and silver recovery percentages and rates, production estimates, anticipated costs and other factors that are subject to a number of risks, many of which are beyond ourthe Company’s control. If ourthe Company’s assumptions prove to be incorrect, weit may require additional financing sooner than we expectexpected to continue to operate ourthe business, which may not be available on favorable terms or at all and which could have a material adverse effect on ourthe Company’s results of operations, financial condition, and liquidity.

OurThe Company’s development in the future will be highly dependent on the efforts of key management employees, specifically, Diane Garrett, ourits President and Chief Executive Officer, Stanton Rideout, ourits Executive Vice President and Chief Financial Officer, and other key employees that wethe Company may hire in the future. WeThe Company will need to recruit and retain other qualified managerial and technical employees to build and maintain ourits operations. If we arethe Company is unable to successfully recruit and retain such persons, ourthe Company’s development and growth plans could be significantly curtailed.

These restrictions could limit ourthe Company’s ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities.

As a result of such default and any actions the lenders may take in response thereto, wethe Company could be forced into bankruptcy or liquidation.

As discussed above, historically, the market for ourthe Company’s common stock has been characterized recently by significant price volatility when compared to seasoned issuers, and we expectthe Company expects that ourits share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. WeThe Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

WeThe Company currently planplans to invest all available funds and future cash flows, if any, in the development and growth of ourits business. We haveThe Company has never paid dividends on ourits common stock and currently havehas no plans to do so. OurThe Company’s debt agreements contain provisions that restrict ourits ability to pay dividends. As a result, a rise in the market price of ourthe Company’s common stock, which is uncertain and unpredictable, will be your soleis the only source of potential gain infor the foreseeable future and youstockholders should not rely on an investment in ourthe Company’s common stock for dividend income.

In the future, wethe Company may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities, including convertible or non-convertible senior or subordinated notes, convertible or non-convertible preferred stock, medium-term notes and trust preferred securities. Upon liquidation, holders of ourthe Company’s debt securities and shares of preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our common stock. In addition, any preferred stock wethe Company may issue could have a preference on liquidating distributions or a preference on distribution payments that could limit ourthe Company’s ability to make a distribution to the holders of ourits common stock. Since ourthe Company’s decision to issue securities in any future offering will depend on market conditions and other factors beyond ourits control, wethe Company cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of ourthe Company’s common stock.

On December 29, 2021, weAs previously disclosed, on October 3, 2022, the Company received a written notice (the “Notice”) from the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we werethe Company was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the "Listing Rule), as the minimum bid price of our common stock had been below $1.00 per share for continued30 consecutive business days. The Notice had no immediate effect on the listing of the Company’s common stock, which continues to trade at this time on the Nasdaq Capital Market. On March 24, 2022,Market under the symbol “HYMC.” In accordance with Nasdaq informed us that we had resolved our deficiency and regainedListing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until April 3, 2023, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this rule. We can180-calendar day period. In the event the Company does not regain compliance by April 3, 2023, the Company may be eligible for an additional 180 calendar day grace period if it meets the continued listing requirement for market value of publicly held shares ($1 million) and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price, and provide nowritten notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split. The Company’s Board of Directors has approved an amendment to the Company’s certificate of incorporation that would effect a reverse stock split. The amendment must be approved by stockholders. The Company expects to submit the amendment to stockholders at its annual meeting of stockholders to be held on May 24, 2023.

If the Company does not regain compliance within the allotted compliance period(s), Nasdaq will provide notice that the Company’s common stock will be subject to delisting from the Nasdaq Capital Market. In that event, the Company may appeal such delisting determination to a hearings panel. Further, if the Company does regain compliance, the Company cannot provide assurance that the trading price of ourits common stock will not fall below $1.00 per share for a period of 30 consecutive trading days and that weit will not receive another notice that we wereit was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market or that weit will be able to regain compliance with the minimum bid price requirement, even if we maintainit maintains compliance with the other listing requirements.

In addition to other securities, warrants to purchase shares of the Company’s common stock were issued in a private placement to the SPAC sponsor and underwriter (the “5 Year“5-Year Private Warrants”) in the aggregate amount of 7,740,000 shares of our common stock at an exercise price of $11.50 per share on May 29, 2020, and concurrently with the closing of the

None.

OurThe Company’s sole property is the Hycroft Mine. The Hycroft Mine is an existing gold and silver operation located 54 miles westnorthwest of Winnemucca in Humboldt County and Pershing County, Nevada, as shown in the map below.Nevada. The Hycroft Mine is accessible via Nevada State Route 49 (Jungo Road), an all-weather, unpaved road that is maintained by Humboldt County and Hycroft.the Company. A major east–west railway runs immediately adjacent to the property.

The Hycroft Mine straddles Townships 34, 35, 35½ and 36 North and Ranges 28, 29 and 30 East (MDB&M) with an approximate latitude 40°52’ north and longitude 118°41’ west. The mine is situated on the western flank of the Kamma Mountains on the eastern edge of the Black Rock Desert.

The Hycroft Mine consists of 30 private parcels with patented claims that comprise approximately 1,9121,787 acres, and 3,247 unpatented mining claims that encompass approximately 68,75962,298 acres. The combined patented and unpatented claims comprise approximately 70,67164,085 acres. The mining claims are comprised of two primary properties, Crofoot and Lewis. The Crofoot and Lewis properties together include approximately 11,829 acres. The Crofoot property covers approximately 3,500 acres and is virtually surrounded by the 8,400 acres of the Lewis property.

Existing facilities on-site include two administration buildings, a mobile maintenance shop, a light vehicle maintenance shop, a warehouse, three (3) Heap Leach Pads – Crofoot, North, and Brimstone – primary, secondary and tertiary crushing systems, two Merrill-Crowe process plants and a refinery. Slopes on the historic Crofoot Heap Leach Pad are being re-graded in accordance with the reclamation plan approved by the BLM. It is considered that the other existing components of the mine property wouldmay be utilized for future development. The Hycroft Mine operates under permit authorizations from the BLM, Nevada Department Environmental Protection ("NDEP"), Nevada Department Of Wildlife ("NDOW"),NDEP, NDOW, Nevada Department of Water Resources ("NDWR"(“NDWR”), and County agencies.

The information that follows relating to the Hycroft Mine is derived, for the most part, from, and in some instances is an extract from, the Initial Assessment 20222023 Hycroft TRS. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the 20222023 Hycroft TRS, incorporated herein by reference as Exhibit 96.1 to this 20212022 Form 10-K and made a part hereof.

TheDuring 2022, the Company, together with its consultants, has continued to advance work on the mill Acidand POX process through 2021 to treat the Hycroft sulfide mineral resource. The mill and Acid POX process remains the focus of ongoing work, as it generates higher gold and silver recoveries than thein sulfide heap oxidation and leach process, which will be foundational in optimizing the economics of the deposit.bearing ores. Recoveries become a critical factor when mining begins in developing and optimizing the higher-grade silver Vortexmineral economics of the deposit. Acid POX recoveries will be further verified with ore-specific variability testing. As thethat work progressed in 2022, the Company also identified severalcontinued to identify additional opportunities that may yield significant additional economic benefits to the project.

Upon furnishing the 20222023 Hycroft TRS, the Hycroft Mine had measured and indicated mineral resources of 9.610.6 million ounces of gold and 446.0360.7 million ounces of silver and inferred mineral resources of 5.03.4 million ounces of gold and 150.496.1 million ounces of silver, which are contained in oxide, transitional, and sulfide ores. The Hycroft Mine does not have comparable mineral reserves and mineral resources to provide for the prior year or periods due to changes in its intended mining process and the fact that such information would have been under the 2019 Hycroft TRS that has been superseded and replaced by the 2022 Hycroft TRS. As a result, any meaningful comparison of year-end mineral resources and mineral reserves is not possible.

The 20222023 Hycroft TRS summarizes the results of an Initial Assessmentinitial assessment and supports the disclosure of mineral resources at the Hycroft Mine utilizing a milling and acid POX process for sulfide mineralization and heap leaching process for oxide and transition mineralization. The work has been prepared at the request of the Company and completed by third-party consultants including Ausenco, Engineering USA South Inc. (“Ausenco”), Independent Mining Consultants, Inc. (“IMC”),IMC, and WestLand Engineering & Environmental Services, Inc. (“Westland”).WestLand. Employees of IMC and Ausenco who have worked on and approved this mineral resource estimate are Qualified Persons as defined under the Modernization Rules.

After evaluating the information obtained, and carefully considering the numerous and significant opportunities developed during the assessment process that warrant follow-up analysis and work, coupled with the highly inflationary environment for equipment and cost inputs, the Company filed the 20222023 Hycroft TRS as an Initial Assessment.TRS. The 20222023 Hycroft TRS supersedes all previous technical studies. As a result of the milling and Acid POX process presented in the 2022 Hycroft TRS, as compared to the novel two-step oxidation and heap leap process in the 2019 Hycroft TRS, and the associated fundamental changes to the assumptions underlying the 2019 Hycroft TRS, our ongoing disclosures will be based on the 2022 Hycroft TRS and not the 2019 Hycroft TRS. The Company will continue to build on the work to date and investigate opportunities identified through progressing the technical and data analyses leading up to the Initial Assessment2023 Hycroft TRS and will provide an updated technical report at an appropriate time.

The mineral resource is based onupon information provided by the Company which has been checked and validated wherever possible by IMC. The calculations and interpretations presented here are the work of IMC, who takes responsibility for the published mineral resource.

The Hycroft Mine and related facilities are located approximately 54 miles westnorthwest of Winnemucca, Nevada. Winnemucca, a city with a population of approximately 8,431 (2020 Census data), is a commercial community on Interstate 80, 164 miles northeast of Reno. The mine property straddles Townships 34, 35, 351∕2 and 36 North and Ranges 28, 29 and 30 East (MDB&M) with an approximate latitude 40°52’ north and longitude 118°41’ west.

The following shows the location of our properties.

Additionally, the following map shows the current property and facilities layout.

The town is served by a transcontinental railroad and has a municipal airport. Access to the Hycroft Mine from Winnemucca is by Jungo Road, formerly designated as State Route 49, a good-quality, unpaved road, and a short access road to the main entrance of the mine. Well-maintained mine and exploration roads provide access throughout the property. Access is also possible from Imlay, Gerlach and Lovelock by unpaved roads intersecting Interstate 80 and Nevada State Route 447. The majority of ourthe Hycroft Mine’s employees live in the Winnemucca area. The site receives electrical power provided by NV Energy from the northwestern Nevada power grid. Initial surveys indicate that the town of Winnemucca has the required infrastructure (shopping, emergency services, schools, etc.) to support the maximum workforce and dependents. The Hycroft Mine currently has water rights which we believe isare believed adequate to support potential future operations. The mineHycroft Mine is situated on the eastern edge of the Black Rock Desert and on the western flank of the Kamma Mountains between Winnemucca and Gerlach, Nevada. There are no streams, rivers or major lakes in the general area. Elevations in the mineHycroft Mine area range between 4,500 and 5,500 feet above sea level.

The climate of the region is arid, with precipitation averaging 7.7 inches per year. Average temperatures during the summer range from 50°F to 90°F and average winter temperatures range from 20°F to 40°F.

A portion of the Hycroft Mine is subject to a mining lease requiring us to pay 4% net profit royalty to the owner of certain patented and unpatented mining claims, subject to a maximum of $7.6 million, of which $3.0$3.3 million has been satisfied and $4.6$4.3 million remained outstanding as of December 31, 2021.2022. There is no expiration date on the net profit royalty.

The Hycroft Mine is also subject to the Sprott Royalty Agreement and that requires us to pay a perpetual royalty equal to 1.5% of the Net Smelter Returns, as such term is defined in such agreement, from ourthe Hycroft Mine. There is no expiration and no limit on the amount that can be paid on the Sprott Royalty Agreement.

The Hycroft Mine was formerly known as the Crofoot-Lewis open pit mine, which was a small heap leaching operation that commenced in 1983. Vista Gold Corp., a corporation incorporated under the laws of the Yukon Territory (“Vista”), acquired the Crofoot-Lewis claims and mine in 1987 and 1988. During this first operating period the mine produced over 1.0 million ounces of gold and 2.5 million ounces of silver. The mine production continued until it was placed on a care and maintenance program in December 1998 due to low gold prices. Hycroft Mining Corporation (“HMC”) acquired the Hycroft Mine in 2007 pursuant to an arrangement agreement where Vista transferred its Nevada mining properties to HMC’s predecessor. HMC restarted the Hycroft Mine in 2008 and suspended mining operations on July 8, 2015. During 2016, HMC was actively processing and producing gold from the ore within the heap leach pads. On January 1, 2017, Hycroft Mining Corporation (“HMC” or “Seller”) went into a care and maintenance mode when it stopped adding lime to the leach pads and continued to operate in a care and maintenance mode throughout 2017 and 2018. Prior to restarting operations, production of gold and silver was a byproduct of HMC’s maintenance activities on the Hycroft Mine. In December 2018 HMC began restart activities, including the rehabilitation of the crushing facility and construction of a new leach pad, with active mining operations beginning in the second quarter of 2019 with six haul trucks, two hydraulic shovels and one wheel loader. Initial gold and silver production occurred in August 2019 and continued until Hycroft ceased active mining operations were ceased at the Hycroft Mine in November 2021.

On site facilities include an administration building, mobile maintenance shop, light vehicle maintenance shop, warehouse, five leach pads, crushing system, two Merrill-Crowe process plants and a refinery. The components for a second refinery are on-site and will be constructed as part of the expansion of mining activities. The crushing system was refurbished as part of the restart activities and all other facilities are operational with the exception of the North Merrill-Crowe plant, which will be rehabilitated and brought on line as isonline when required. The gross bookcarrying value of plant and equipment associated with the Hycroft Mine as of December 31, 2021,2022, was $88.2$86.6 million.

The Hycroft Mine is located on the western flank of the Kamma Mountains. The deposit is hosted in a volcanic eruptive breccia and conglomerates associated with the Tertiary Kamma Mountain volcanics. The volcanics are mainly acidic to intermediate tuffs, flows and coarse volcanoclastic rocks. Fragments of these units dominate the clasts in the eruptive breccia. The Central Fault and East Fault control the distribution of mineralization. A post-mineral range-front fault separates the ore-body from the adjacent Pleistocene Lahontan Lake sediments in the Black Rock Desert. The geological events have created a physical setting ideally suited to the open-pit, heap-leach mining operation at the Hycroft Mine. The heap leach method is widely used in the southwestern United States and allows the economical treatment of oxidized low-grade ore deposits in large volumes. The Company is currently contemplating a milling and Acid POX process that is commonly used worldwide to treat refractory sulfide ores.

The deposit is typically broken into six major zones based on geology, mineralization, and alteration. These zones include Brimstone, Vortex, Central, Bay, Boneyard, and Camel. Breaks between the zones are major faults.

The known gold mineralization extends for a distance of three miles in a north-south direction by 1.5 miles in an east-west direction. Mineralization extends to a depth of less than 330 feet in the outcropping to near-outcropping portion of the deposit on the northwest side to over 2,500 feet in the Vortex deposit in the east.

Drill hole collar locations are shown in the figure below.

Consistent with HMC’s suspension of mining operations and conducting only care and maintenance activities on the Hycroft Mine, during 2017 and through December 2018, only drilling to obtain ore for metallurgical testing purposes was conducted. In December 2018, HMC began confirmation drilling of certain sulfide ore stockpiles that we planned to mine.

Any expansion of the Hycroft Mine necessary to exploit any additional mineral resources that may be established through our exploration drilling program beyond the mineral resources in the 20222023 Hycroft TRS, will require us to obtain all permits, approvals and consents of regulatory agencies responsible for the use and development of mines in Nevada.

Our mineral resource estimates are calculated in accordance with the Modernization Rules. Measured, indicated and inferred mineral resources may not be comparable to similar information regarding mineral resources disclosed in accordance with the guidance of other countries. The estimates of mineral resources may be materially affected if mining, metallurgical, or infrastructure factors change from those currently anticipated at the Hycroft Mine. Estimates of inferred mineral resources have significant geological uncertainty and it should not be assumed that all or any part of an inferred mineral resource will be converted to the measured or indicated categories. Mineral resources that are not mineral reserves do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. The Hycroft Mine contains a large precious metals deposit, based on measured and indicated mineral resource size. The mineral resource estimates were prepared by, and are the responsibility of, IMC, as set forth in the 20222023 Hycroft TRS.

The following description of the Hycroft MineMine’s measured, indicated and inferred mineral resources does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the 20222023 Hycroft TRS, incorporated by reference as Exhibit 96.1 to this 20212022 Form 10-K and and made a part hereof.