HYCROFT MINING HOLDING CORP

Previous wording

We are a U.S.-based gold and silver exploration and development company that owns the Hycroft Mine in Nevada. Our focus is on exploring the mine’s approximately 64,000 acres of claims and developing the project in a safe, environmentally responsible, and cost-effective way. Pre-commercial scale mining activities were started in the fourth quarter of 2019, subsequently halted in November 2021, and we completed processing the gold and silver ore previously placed on leach pads by December 2022. We do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and resume mining operations.

Current wording

We are a U.S.-based gold and silver exploration stage issuer that owns the Hycroft Mine in Nevada. Our focus is on exploring the mine’s approximately 64,000 acres of claims and developing the project in a safe, environmentally responsible, and cost-effective way. We completed processing the gold and silver ore previously placed on leach pads by the end of December 2022. We do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and resume mining and processing operations.

Previous wording

We believe safety is a core value and support that belief through our philosophy of safe work performance. Our mandatory mine safety and health programs include employee engagement and ownership of safety performance, accountability, employee and contractor training, risk management, workplace inspection, emergency response, accident investigation, anti-harassment, and program auditing. This integrated approach is essential to ensure that our employees, contractors, and visitors operate safely.

Current wording

We believe safety is a core value and support that belief through our philosophy of safe work performance. Our mandatory mine safety and health programs include employee engagement and ownership of safety performance, accountability, employee and contractor training, risk management, workplace inspections, emergency response, accident investigation, anti-harassment, and program auditing. This integrated approach is essential to ensure that our employees, contractors, and visitors operate safely.

Previous wording

We reported no lost time incidents during the year ended December 31, 2024 and continue to operate in excess of one million work hours without a lost time incident. The Hycroft Mine’s total recordable injury frequency rate (“TRIFR”) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages and significantly below pre-2021 historical levels experienced at the Hycroft Mine. During the year ended December 31, 2024, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to maintaining a TRIFR of 0.00 at both

Current wording

We reported no lost-time incidents during the year ended December 31, 2025, and continue to operate in excess of 1.4 million work hours without a lost-time incident. The Hycroft Mine’s total recordable injury frequency rate (TRIFR) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages. During the year ended December 31, 2025, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to maintaining a TRIFR of 0.00 at both December 31, 2025, and December 31, 2024. We will continue to evolve our safety efforts as needed to keep our workforce, contractors, and visitors safe.

Previous wording

During the year ended December 31, 2024, the Company advanced with metallurgical work and engineering work necessary for designing a sulfide milling operation. The Company has been testing composite samples from around the ore body that represents the various material characteristics in the sulfide ore. Crushing, grinding, and flotation work has identified significant improvements in gold and silver flotation recoveries compared to the current technical report that increase the economic benefits to the project. The Company’s test work for identifying the optimal inputs and operating parameters for roasting, pressure oxidation, leaching, sulfuric acid generation, and power co-generation work progressed during the year ended December 31, 2024, and this test work will continue into 2025. Process plant flow sheets, equipment selection, plant layout, water management, and other designs continued to be developed. Due to the potential commercial applications for the significant quantity of sulfuric acid expected to be generated from roasting the sulfide concentrate, the Company engaged a third-party specialist to complete a focused sulfuric acid market study and to assist in identifying local and regional sulfuric acid markets with current and emerging consumers. The sulfuric acid market study identified a viable market for the potential by-product sulfuric acid generated from roasting the sulfide concentrate. The Company continues to complete metallurgical testing to generate the information necessary to conduct trade-off studies to assess whether roasting technology could offer superior economics compared to POX technology for the Hycroft Mine. During 2024, the Company completed the future tailing storage facility designs needed to extend material storage capacity and comply with new and emerging safety and environmental regulations for these types of facilities.

Current wording

During the year ended December 31, 2025, the Company advanced with metallurgical work and engineering work necessary for designing a sulfide milling operation. The Company has been testing composite samples from around the deposit that represents the various material characteristics in the sulfide mineralization. Crushing, grinding, and flotation work since the 2023 Hycroft TRS has identified significant improvements in gold and silver flotation recoveries that are expected to increase the economic benefits to the project. The Company’s test work for identifying the optimal inputs and operating parameters for roasting, pressure oxidation, leaching, sulfuric acid generation, and power co-generation work progressed during the year ended December 31, 2025, and this test work will continue into 2026. Process plant flow sheets, equipment selection, plant layout, water management, and other designs continued to be developed. Due to the potential commercial applications for the significant quantity of sulfuric acid expected to be generated from roasting the sulfide concentrate, the Company engaged a third-party specialist to prepare market focused sulfuric acid study in 2024. The sulfuric acid market study identified a viable market for the potential sulfuric acid by-product generated from roasting the sulfide concentrate. The third-party consultant updated the sulfuric acid market study in 2025 that also identified additional emerging local and regional sulfuric acid markets with current and potentially new consumers. The Company continues to complete metallurgical testing to generate the information necessary to conduct trade-off studies to assess whether roasting technology could offer superior economics compared to POX technology for the Hycroft Mine. During 2025, the Company completed an updated revision of the future tailing storage facility designs needed to extend material storage capacity and comply with new and emerging safety and environmental regulations for these types of facilities.

Previous wording

•The Company sold 3,821,362 shares of common stock for aggregate gross proceeds, before commissions and offering expenses, of $12.6 million.

Current wording

•The Company sold 54,213,173 shares of common stock via two public equity offerings and a private equity offering for aggregate gross proceeds, before commissions and offering expenses, of $279.8 million.

Previous wording

•Received net cash proceeds from sales of equipment, patents, and intellectual property totaling $7.6 million.

Current wording

•Received net cash proceeds from sales of assets held for sale and miscellaneous equipment totaling $3.6 million.

Previous wording

Depreciation, amortization, and inventory adjustments expense decreased $0.5 million during the year ended December 31, 2024, primarily due to certain assets nearing full depreciation and fewer significant capital additions in recent periods.

Current wording

Depreciation and amortization expense decreased $0.2 million during the year ended December 31, 2025, primarily due to certain assets becoming fully depreciated and modest capital additions in recent periods.

Previous wording

During the year ended December 31, 2024, the Company recorded a $7.1 million charge to its asset retirement obligation estimate. The change in estimate accounts for changes in: (i) the Standardized Reclamation Cost Estimator Unit Cost Data, (ii) a revised engineering design for impervious cover placement requiring additional volumes of cover material on the Crofoot heap leach pad, (iii) adjustments to the project timeline, (iv) increased costs due to additional equipment, longer haul distances, and other costs exceeding prior estimates, and (v) accretion. See Note 10 – Asset Retirement Obligation to the Notes to the Financial Statements for additional information.

Current wording

During the year ended December 31, 2024, the Company recognized a $5.9 million increase in its asset retirement obligation estimate. This change in estimate took into consideration: (i) the Standardized Reclamation Cost Estimator Unit Cost Data, (ii) a revised engineering design for impervious cover placement requiring additional volumes of cover material on the Crofoot heap leach pad, (iii) adjustments to the project timeline, (iv) increased costs due to additional equipment, longer haul distances, and other costs exceeding prior estimates, and (v) accretion. See Note 9 – Asset retirement obligation to the Notes to the Consolidated Financial Statements for additional information.

Previous wording

Interest expense increased $1.5 million during the year ended December 31, 2024, primarily due to $6.9 million of accelerated amortization of original issue discount and issuance costs related to voluntary first lien debt prepayments, which was partially offset by lower interest expense on that debt. See Note 11 – Debt, Net to the Notes to the Financial Statements for additional information.

Current wording

Interest expense decreased $8.9 million during the year ended December 31, 2025, primarily driven by the Company extinguishing all of its debt on October 15, 2025. The year ended December 31, 2024, included $6.9 million of accelerated amortization of original issue discount and issuance costs related to voluntary first lien debt prepayments in early 2024. See Note 11 – Debt, net to the Notes to the Consolidated Financial Statements for additional information.

Previous wording

Other (loss) income, netdecreased $1.7 million during the year ended December 31, 2024, primarily due to a $1.6 million unrealized loss on securities.

Current wording

Non-operating Other income (loss), net increased $12.0 million during the year ended December 31, 2025, primarily due to a $9.2 million gain on the extinguishment of debt and $1.8 million unrealized gain on securities, as compared to a $1.5 million other loss that included a $1.6 million unrealized loss on securities in 2024. See Note 15 – Other income (loss), netto the Notes to the Consolidated Financial Statements for further detail.

Previous wording

•As of December 31, 2024, $97.8 million gross sales price of common stock was available for issuance under the New ATM Program.

Current wording

•As of December 31, 2025, $92.1 million gross sales price of common stock was available for issuance under the New ATM Program.

Previous wording

As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to repay debt and fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. While the Company has been successful in the past raising funds through equity and debt financings, and restructuring its debt, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs or on terms acceptable to the Company. If funds are unavailable, the Company may be required to materially change its business plan.

Current wording

As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. While the Company has been successful in the past raising funds through equity and debt financings, and restructuring its debt, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs or on terms acceptable to the Company. If funds are unavailable, the Company may be required to materially change its business plan. However, the Company currently believes its existing liquidity is sufficient to meet our operating and capital requirements for the next 12 months from the date of this Form 10-K.

Previous wording

The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economic options, including termination of certain agreements in accordance with their terms; (vi) decreasing Restricted cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) working with existing debt holders to adjust debt service requirements.

Current wording

The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economic options, including termination of certain agreements in accordance with their terms; (vi) decreasing Restricted cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) extinguishing debt.

Previous wording

In addition, the Company will continue to evaluate alternatives to raise additional capital necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additional capital or restructure its debt, which may result in a default of the first lien loan that could trigger a cross acceleration default of the subordinated debt.

Current wording

In addition, the Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additional capital.

Previous wording

(1)In July 2024, the Company entered into an Equipment Purchase Agreement to sell one Ball Mill for $4.0 million, before commissions and expenses. The Company recorded a $1.5 million reduction to equipment not-in-use and recognized $2.0 million, net of commissions as Gain on asset sales for the sale of the Ball Mill for the year ended December 31, 2024.

Current wording

(2)In September 2025, the Company entered into an Equipment Purchase Agreement to sell one Ball Mill for $4.0 million, before commissions and expenses. The Company recorded a $2.8 million reduction to equipment not-in-use and recognized $0.7 million, net of commissions, as Operating Other income for the sale of the Ball Mill for the year ended December 31, 2025.

Previous wording

During the year ended December 31, 2024, the Company used $35.9 million of cash in operating activities, primarily attributable to a Net loss of $60.9 million, the cash impact of which was equal to $38.1 million. The largest non-cash items included in Net loss were Non-cash interest expense, including accelerated amortization of original issue discount and issuance costs of $18.2 million and Asset retirement obligation adjustments and accretion expense of $7.1 million. The primary items included in changes in operating assets and liabilities of $2.2 million were a reduction of Receivables, net of $1.8 million and Prepaids of $1.4 million, and increase in Accounts payable, accrued expenses, and other liabilitiesof $0.9 million, partially offset by Payments for asset retirement obligations of $1.9 million.

Current wording

During the year ended December 31, 2025, the Company used $82.9 million of cash in operating activities, primarily attributable to a Net loss of $40.7 million and cash settlement of paid-in-kind interest of $45.1 million. The largest non-cash items included in Net loss were net gain on the extinguishment of debt for $9.2 million, and non-cash interest expense, including amortization of original issue discount and issuance costs, of $9.3 million. The primary items included in changes in operating assets and liabilities of $1.6 million were an increase in Accounts payable, accrued expenses, and other liabilities of $2.0 million with partial offset from decrease in Receivables of $0.2 million and Prepaids of $0.1 million.

Previous wording

During the year ended December 31, 2023, the Company used $41.4 million of cash in operating activities primarily attributable to a Net loss of $55.0 million, the cash impact of which was equal to $40.2 million, and $1.2 million was used by working capital and other operating activities, driven primarily by cash used to reduce Accounts payable, accrued expenses, and other liabilitiesof $0.8 million, partially offset by Payments for asset retirement obligations of $1.9 million.

Current wording

During the year ended December 31, 2024, the Company used $35.9 million of cash in operating activities primarily attributable to a Net loss of $60.9 million, the cash impact of which was equal to $38.1 million, and $2.1 million sourced through working capital and other operating activities, driven primarily by cash from Receivables of $1.8 million and Prepaids of $1.4 million, partially offset by a decrease in Accounts payable, accrued expenses, and other liabilities of 0.9 million.

Previous wording

During the year ended December 31, 2024, investing activities generated cash of $6.3 million, comprised of Proceeds from sale of assets of $7.6 million, partially offset by Additions to property, plant, and equipment of $1.3 million.

Current wording

During the year ended December 31, 2024, investing activities generated net cash of $6.3 million, comprised of Proceeds from sale of assets of $7.6 million, partially offset by Additions to property, plant, and equipment of $1.3 million.

Previous wording

Cash provided by (used in) investing activities.

Current wording

Cash provided by (used in) financing activities

Previous wording

During the year ended December 31, 2024, cash used in financing activities of $25.9 million was primarily related to Principal payments including the $38.0 million voluntary first lien debt prepayment. This amount was partially offset by gross proceeds of $12.6 million, less commissions and offering expenses, from the ATM Program and New ATM Program.

Current wording

During the year ended December 31, 2024, cash used in financing activities of $25.9 million was primarily related to Principal payments including the $38.0 million voluntary first lien debt prepayment. This amount was partially offset by gross proceeds of $12.6 million, less commissions and offering expenses, from the at-the-market program.

Previous wording

(1)The Company is required to pay a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine (“Sprott Royalty Agreement”), payable monthly that also includes an additional amount for withholding taxes payable by the royalty holder.

Current wording

(1)The Company is required to pay a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine Sprott Royalty Agreement, payable monthly that also includes an additional amount for withholding taxes payable by the royalty holder. See Note 22 – Commitments and contingencies to the Notes to the Consolidated Financial Statements for additional information.

Previous wording

(2)Mining operations are subject to extensive environmental regulations in the jurisdictions in which they are conducted, and we are required, upon cessation of operations, to reclaim and remediate the lands that our operations have disturbed. The estimated undiscounted inflated cash outflows of these remediation and reclamation obligations are reflected here. In the above presentation, no offset has been applied for the $58.7 million of our reclamation bonds or for the$27.5 million of cash collateral for those bonds included in Restricted Cash.

Current wording

(2)Mining operations are subject to extensive environmental regulations in the jurisdictions in which they are conducted, and we are required, upon cessation of operations, to reclaim and remediate the lands that our operations have disturbed. The estimated undiscounted inflated cash outflows of these remediation and reclamation obligations are reflected here. In the above presentation, no offset has been applied for the $58.9 million of our reclamation bonds or for the $22.4 million of cash collateral for those bonds included in Restricted Cash.

Previous wording

In addition, the Company may enter into service agreements from time-to-time with contractors or consultants to perform work on or related to the Hycroft Mine. In general, these agreements are on an as-needed basis and do not have ongoing commitments and, as such, have not been included in the table above.

Current wording

In addition, the Company may enter into service agreements with contractors or consultants to perform work on or related to the Hycroft Mine. In general, these agreements are on an as-needed basis and do not have ongoing commitments and, as such, have not been included in the table above.

Previous wording

The Company’s debt agreements contain representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types.

Current wording

Until the Company fully extinguished all its debt on October 15, 2025, the Company’s then existing debt agreements contained representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that were customary for debt agreements.

Previous wording

As of December 31, 2024, the Company’s off-balance sheet arrangements consisted of a net profit royalty arrangement and a net smelter royalty arrangement (see Note 24 – Commitments and Contingencies to the Notes to the Financial Statements).

Current wording

As of December 31, 2025, the Company’s off-balance sheet arrangements consisted of a net profit royalty arrangement and a net smelter royalty arrangement. In November 2025, the Company agreed to extinguish the net profit royalty arrangement and completed the extinguishment in early January 2026. See Note 22 – Commitments and contingencies to the Notes to the Consolidated Financial Statements for additional information.

Previous wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our Financial Statements, that have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts. We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable at the time our estimates are made. Actual results may differ from amounts estimated in these statements, and such difference could be material. As such, future events and their effects cannot be determined with certainty.

Current wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts. We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable at the time our estimates are made. Actual results may differ from amounts estimated in these statements, and such differences could be material. As such, future events and their effects cannot be determined with certainty.

Previous wording

Although other estimates are used in preparing our financial statements, we believe that the following accounting estimates are the most critical to understanding and evaluating our reported financial results. For information on all of our significant accounting policies, see Note 2 – Summary of Significant Accounting Policies to the Notes to the Financial Statements.

Current wording

Although other estimates are used in preparing our financial statements, we believe that the following accounting estimates are the most critical to understanding and evaluating our reported financial results. For information on all of our significant accounting policies, see Note 2 – Summary of significant accounting policies to the Notes to the Consolidated Financial Statements for additional information.

Previous wording

We will be required to perform reclamation activity at the Hycroft Mine in the future. As a result of this requirement, an Asset retirement obligation has been recorded on our Consolidated Balance Sheets that is based on our expectation of the costs that will be incurred years in the future. Any underestimate or unanticipated reclamation costs or any changes in governmental reclamation requirements could require us to record or incur additional reclamation costs. We accrue an Asset retirement obligation when they become known, are probable, and can be reasonably estimated. Whenever a previously unrecognized Asset retirement obligation becomes known, or a previously estimated reclamation cost is increased or decreased, the amount of that liability and any additional cost will be recorded at that time and could materially reduce our consolidated net income attributable to stockholders.

Current wording

We will be required to perform reclamation activity at the Hycroft Mine in the future. As a result of this requirement, an Asset retirement obligation has been recorded on our Consolidated Balance Sheet, which is based on our expectation of the costs that will be incurred years in the future. Any underestimate or unanticipated reclamation costs or any changes in governmental reclamation requirements could require us to record or incur additional reclamation costs. We accrue an Asset retirement obligation when they become known, are probable, and can be reasonably estimated. Whenever a previously unrecognized Asset retirement obligation becomes known, or a previously estimated reclamation cost is increased or decreased, the amount of that liability and any additional cost will be recorded at that time and could materially reduce our consolidated net income attributable to stockholders.

Previous wording

The Reclamation Plan, approved by BLM in October 2019, is based on a 34-year mine plan which was the basis of operations when Hycroft ceased mining activities in November 2021. If the reclamation activities expected to be performed upon the estimated closure of the mine were to begin ten years earlier or later than currently assumed our reclamation liability would increase or decrease by approximately $4.7 million and $2.3 million, respectively.

Current wording

The Reclamation Plan, approved by BLM in October 2019, is based on a 34-year mine plan which was the basis of operations when Hycroft ceased mining activities in November 2021. If the reclamation activities expected to be performed upon the estimated closure of the mine were to begin ten years earlier or later than currently assumed our reclamation liability would increase or decrease by approximately $5.6 million and $2.8 million, respectively.