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HYCROFT MINING HOLDING CORP

For the period ended Dec 31, 2025. Filed Mar 3, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 3, 2026

HYMC$18.77+10.3%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-05.

0001718405-25-000006

Item 1A. RISK FACTORS

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-03.

0001718405-26-000009

Item 1A. RISK FACTORS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 257 previous paragraphs and 119 current paragraphs.

48 unchanged; 29 reworded; 41 added; 169 removed; 11 previous and 1 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (41)

Current report

Hycroft is not currently in commercial production, and we may never restart production or generate positive cash flow from the mine.

Current report

On February 18, 2026, the Company completed and issued the 2026 Hycroft TRS with an effective date of January 21, 2026, that superseded the 2023 Hycroft TRS. Both technical report summaries reflected an initial assessment supporting the disclosure of mineral resources.

Current report

The 2026 Hycroft TRS does not support the disclosure of mineral reserves, nor can there be any assurance that we will be able to do so in the future. A mineral reserve is defined by the SEC in the Modernization Rules as an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. Mineral reserves under the Modernization Rules must be based upon a qualified person’s preliminary feasibility study or feasibility study, which includes and supports the qualified person’s determination of mineral reserves. Likewise, it should not be assumed that any mineral resources identified in the 2026 Hycroft TRS will ever be converted into mineral reserves.

Current report

There is no assurance that a feasibility study will be completed or that it will demonstrate economics sufficient to justify construction and commercial operations.

Current report

The Company is dependent on the Hycroft Mine.

Current report

Gold and silver prices are volatile.

Current report

Competition for skilled employees and contractors may adversely affect our operations.

Current report

Loss of key management could adversely affect our strategy and execution.

Current report

Our future progress depends heavily on the continued service of key members of senior management, including Diane Garrett (President and Chief Executive Officer) and Stanton Rideout (Executive Vice President and Chief Financial Officer). The loss of either executive, or our ability to recruit and retain additional management and technical personnel needed to execute our plans, could delay or curtail our exploration, development, and growth initiatives.

Current report

Reliance on contractors and consultants could disrupt operations and increase costs.

Current report

We rely on third-party contractors and consultants for portions of our exploration and development activities. This reliance exposes us to risks largely outside our control, including performance failures or disputes, reduced operational control, difficulty replacing providers, contractor insolvency or business interruption, non-compliance with legal or regulatory requirements, and contractor workforce or labor issues. We may also incur liability to third parties arising from the actions of contractors or consultants. Any of these risks could increase costs, delay or interrupt activities, and adversely affect our liquidity and results of operations.

Current report

Equipment and supply constraints could delay operations and increase costs.

Current report

Our exploration and development activities depend on the availability and timely delivery of equipment, parts, and supplies. Shortages or delivery delays could disrupt activities, increase costs, and delay exploration and development efforts at the Hycroft Mine.

Current report

Environmental regulations may increase costs and expose us to significant liability.

Current report

Environmental laws and regulations may require us to incur significant costs, including remediation, monitoring, and compliance expenditures, which could reduce funds available for operations and development. Environmental standards and remediation requirements may vary, remediation costs may exceed accruals, and the timing of such costs may differ materially from expectations. If we are unable to fully remedy an environmental violation or release, we could be required to suspend operations or implement interim compliance measures. In addition, governmental authorities and private parties may bring claims related to environmental, health or safety impacts of our past or current operations, which could result in fines, penalties, remediation obligations, injunctive relief, civil or criminal sanctions, and mine closure or post-closure restoration costs. Any of these outcomes could adversely affect our business, financial condition, results of operations, and liquidity.

Current report

Government permits are difficult to obtain and maintain, and failure to obtain, renew, or comply with required permits could delay or prevent development.

Current report

We must obtain and renew governmental permits for our current limited operations at the Hycroft Mine, and additional permits are needed to pursue any future development plans, including mining sulfide ores. Permitting and renewals are complex and time-consuming, and costly, and outcomes depend upon factors beyond our control, including regulatory interpretation and third-party participation in environmental reviews. We may be unable to obtain or renew permits on a timely basis or at all, and related costs may exceed the Company’s estimates. Failure to comply with permit terms could result in fines, injunctions, permit suspension or revocation, or other penalties. Permitting or compliance delays and costs could require changes to future mine plans, delay or halt development, and increase development or operating costs, adversely affecting our business, financial condition, results of operations, and liquidity.

Current report

Title uncertainties could impair our rights at Hycroft and jeopardize the business.

Current report

Hycroft includes private mineral rights, leases, patented claims, and unpatented mining claims on BLM-administered lands, for which we hold only possessory title. Title to unpatented claims involves inherent uncertainties (including mineral discovery, proper location and maintenance, boundary marking, and potential conflicting claims). Our rights to mine and use the surface are conditioned on environmental review and permitting, and legal title to the land remains with the United States. We risk forfeiture of unpatented claims to the United States or competing claimants if statutory requirements are not met. In addition, a moratorium since October 1994 has limited our ability to obtain fee title through mineral patents, and if we do not obtain fee title, we cannot assure that we would receive compensation if claims are forfeited. Title defects or challenges could require us to compensate third parties, reduce or lose our interests, and divert management attention from operations.

Current report

Mining involves significant hazards, including environmental incidents, industrial accidents, unexpected geological conditions, slope failures, flooding, earthquakes and weather-related interruptions. These events could cause property or equipment damage, personal injury or death, environmental harm, asset impairments, monetary losses, and legal liability. Insurance that fully covers these risks is often unavailable or prohibitively expensive, and we may choose not to obtain certain coverage. As a result, we could incur substantial uninsured or underinsured losses that could adversely affect our operations, cash flows, and financial condition.

Current report

Proposed changes to U.S. mining law could increase costs and reduce the economic viability of our unpatented mining claims.

Current report

Climate change, related regulation, and other systemic disruptions could increase costs and disrupt operations.

Current report

Climate change and related regulatory responses may adversely affect our business. Governments have introduced or are considering regulations addressing climate change that could increase our costs and those of our suppliers, including costs related to energy, equipment, environmental monitoring, reporting, and compliance, and could reduce our competitiveness relative to companies operating in less regulated jurisdictions. Increased public and investor focus on climate-related impacts could also result in reputational harm, even in the absence of new regulation.

Current report

In addition, the physical effects of climate change, including changes in rainfall patterns, storm intensity, water availability, and temperature, could adversely affect exploration and future mining activities, increase construction and operating costs, and affect processing conditions, including ore moisture levels and leach pad performance.

Current report

Public health events or other widespread disruptions could also adversely affect our operations by limiting labor availability, disrupting supply chains, restricting access to contractors or materials, or delaying exploration or development activities. Any of these events could increase costs, delay operations, and adversely affect our business, financial condition, and results of operations.

Current report

Hycroft Mine reclamation obligations may be costly and may require financial assurance

Current report

Future litigation could adversely affect our business and results of operations.

Current report

We may be subject to lawsuits, regulatory actions, or other legal or administrative proceedings arising in the ordinary course of business. Such matters can be costly, time-consuming, and disruptive, and may require significant management attention and resources. Although we maintain insurance to mitigate certain litigation-related costs, such insurance may be insufficient, unavailable on acceptable terms, or unavailable at all. Judgments, settlements, penalties, fines, or defense costs that are not fully covered by insurance could adversely affect our business, financial condition, and results of operations.

Current report

Cybersecurity incidents involving our data or systems or disruptions or failures of our information technology systems or those of third parties could adversely affect our operations.

Current report

We rely on information and operational technology systems to conduct our business. These systems are subject to disruption, damage, or failure from a variety of causes, including cybersecurity incidents, cyberattacks, malware, unauthorized access, security breaches, natural disasters, and design or implementation defects. Cybersecurity incidents may result in system outages, data loss or corruption, unauthorized disclosure of information, extortion, and other misuse of systems or networks. In addition, failures or delays in the implementation or integration of new or upgraded systems could disrupt operations, result in financial losses, or adversely affect the effectiveness of our internal controls over financial reporting. Any of these events could lead to increased costs, regulatory investigations or actions, litigation, and cause operational delays or downtime and could materially adversely affect our financial condition, results of operations, and cash flows.

Current report

A significant stockholder may exert substantial influence over the Company, which could limit changes in control and adversely affect other stockholders.

Current report

As of December 31, 2025, 2176423 Ontario Limited, an entity affiliated with Eric Sprott, beneficially owned approximately 38% of our outstanding voting securities and holds warrants to acquire additional shares, subject to applicable ownership limitations. As a result of this ownership position, Mr. Sprott may be able to exert significant influence over matters requiring stockholder approval and over the direction of our business. This influence could delay or prevent a change in control of the Company or result in the entrenchment of management or the Board of Directors, thereby conflicting with the interests of other stockholders and adversely affecting the market price of our common stock.

Current report

Third-party public information about us may be inaccurate and could affect our stock price.

Current report

We have received, and may continue to receive, significant third-party media coverage, including through blogs, articles, online forums, message boards, and social media, that is not attributable to our directors, officers, or employees. Such information may be inaccurate or misleading and could influence trading activity and the market price of our common stock, potentially causing stockholders to incur losses. Investors should rely only on information contained in our filings with the SEC when evaluating an investment in our securities.

Current report

Stock price volatility could result in securities litigation.

Current report

Significant volatility in the trading price of our common stock may increase the likelihood of securities class action litigation. Any such litigation could be costly, divert management attention, and adversely affect our business, financial condition, and results of operations.

Current report

We do not expect to pay dividends on our common stock.

Current report

We have never paid dividends on our common stock and do not currently expect to do so, as we intend to retain available funds to support the development and growth of our business. As a result, stockholders should not rely on dividend income and any return on investment will depend on appreciation in the market price of our common stock, which may not occur.

Current report

Future issuances of debt or preferred equity could subordinate common stock and reduce its market price.

Current report

We may raise capital through debt or preferred equity financings. These securities could be senior to our common stock in liquidation and, in the case of preferred stock, could include distribution or liquidation preferences that limit distributions to common stockholders. The timing and terms of any such financings are uncertain, and future issuances could adversely affect the market price of our common stock.

Showing the first 40 of 41 passages. Open the source sections for the rest.

Removed paragraphs (169)

Previous report

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

Previous report

Risks related to changes in the Company’s operations at the Hycroft Mine, including:

Previous report

•Risks associated with cessation of mining operations at the Hycroft Mine;

Previous report

•Risks relating to a lack of a completed pre-feasibility or feasibility study; and

Previous report

•Risks related to the Company’s ability to finance and establish commercially feasible mining operations.

Previous report

Industry-related risks, including:

Previous report

•Intense competition within the mining industry for mineral properties, employees, contractors and consultants;

Previous report

•The commercial success of, and risks relating to, the Company’s exploration and development activities;

Previous report

•Uncertainties and risks related to reliance on contractors and consultants;

Previous report

•Availability and cost of equipment, supplies, energy, or commodities;

Previous report

•The inherently hazardous nature of mining activities, including safety and environmental risks;

Previous report

•Potential effects of U.S. federal and state governmental regulations, including environmental regulation and permitting requirements;

Previous report

•Uncertainties relating to obtaining, retaining or renewing approvals and permits from governmental regulatory authorities;

Previous report

•Potential challenges to title in our mineral properties;

Previous report

•Inadequate insurance to cover all risks associated with our business, or cover the replacement costs of our assets or may not be available for some risks;

Previous report

•Risks associated with potential legislation in Nevada that could significantly increase the cost of mine development on the Company’s unpatented mining claims;

Previous report

•Risks associated with regulations and pending legislation involving climate change could result in increased costs, which could have a material adverse effect the Company’s business;

Previous report

•Changes to the climate and regulations regarding climate change; and

Previous report

•Continued uncertainties relating to the COVID-19 pandemic or other pandemics.

Previous report

Business-related risks, including:

Previous report

•The loss of key personnel or the Company’s failure to attract and retain personnel;

Previous report

•Risks related to the Company’s substantial indebtedness, including operating and financial restrictions under existing indebtedness, cross-acceleration and the Company’s ability to generate sufficient cash to service the indebtedness;

Previous report

•The costs related to land reclamation requirements;

Previous report

•Future litigation or similar legal proceedings could have a material adverse effect on the Company’s business and results of operations;

Previous report

•Risks related to information and operational technology systems, new technologies and security breaches; and

Previous report

•Risks that principal stockholders will be able to exert significant influence over matters submitted to stockholders for approval.

Previous report

Risks related to the Company’s common stock and warrants, including:

Previous report

•Risks relating to a short “squeeze” resulting in sudden increases in demand for the Company’s common stock;

Previous report

•Risks relating to decreased liquidity of the Company’s common stock as a result of the reverse stock split;

Previous report

•Risks relating to information published by third parties about the Company that may not be reliable or accurate;

Previous report

•Risks associated with interest rate changes;

Previous report

•Volatility in the price of the Company’s common stock could subject it to securities litigation;

Previous report

•Risks associated with the Company’s current plan not to pay dividends;

Previous report

•Risks associated with future offerings of senior debt or equity securities;

Previous report

•Risks related to a potential delisting by the Nasdaq Stock Market LLC (“Nasdaq”) for failure to comply with its listing requirements;

Previous report

•Risks warrants may expire worthless;

Previous report

•Risks that certain warrants are being accounted for as a liability;

Previous report

•Anti–takeover provisions could make a third-party acquisition of the Company difficult; and

Previous report

•Risks related to limited access to the Company’s financial information due to the fact the Company elected to take advantage of the disclosure requirement exemptions granted to smaller reporting companies.

Previous report

The 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. The Company has no specific plans and cannot currently predict when the Hycroft Mine may be back in production. The commercial viability of the Hycroft Mine is dependent on many factors, including metal prices, the availability of and ability to raise capital for development, government policy and regulation and environmental protection, which are beyond the Company’s control.

Showing the first 40 of 169 passages. Open the source sections for the rest.

Reworded paragraphs (29)

Previous wording

The Company has mineral resources at the Hycroft Mine, but the mine may not be brought into production.

Current wording

We have mineral resources at the Hycroft Mine, but the Hycroft mine may not be returned to production. We are not currently conducting commercial mining operations, and there is no assurance that our estimated mineral resources will ever be mined or, if mined, processed profitably. We do not have a definitive restart plan or timeline. Any decision to resume production will depend on many factors largely beyond our control, including metal prices, the availability and cost of development capital, and applicable regulatory and environmental requirements.

Previous wording

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

Current wording

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

Previous wording

Because the Company has not completed a preliminary feasibility study or feasibility study, mineral resource estimates may require adjustments or downward revisions based upon further exploration or advancement work or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that recovery of minerals in small-scale tests will be duplicated in larger-scale tests under on-site conditions or in production scale.

Current wording

Because the Company has not completed a preliminary feasibility study or a feasibility study, mineral resource estimates may require adjustments or downward revisions based on further exploration or advancement work, or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that recovery of minerals in small-scale tests will be duplicated in larger-scale tests under on-site conditions or in production scale.

Previous wording

Until mineral resources are mined and processed, the quantity of ore and grades must only be considered an estimate. In addition, the quantity of mineral resources may vary depending on metal prices, which largely determine whether mineral resources are classified as ore (economic to mine) or waste (uneconomic to mine). Current mineral resource estimates were calculated using $1,900 per ounce of gold and $24.50 per ounce of silver. A material decline in the current price of gold or silver or material changes in processing methods or cost assumptions could require a reduction in mineral resource estimates. Any material reductions in estimates of mineral resources, or of the Company’s ability to upgrade these mineral resources to mineral reserves and extract these mineral resources, could have a material adverse effect on the Company’s prospects, and restrict its ability to successfully implement strategies for long-term growth. In addition, the Company cannot provide assurances that gold and silver recoveries experienced in small-scale laboratory tests will be duplicated in larger-scale tests under on-site conditions or during production.

Current wording

Until mineral resources are mined and processed, the quantity of ore and grades must only be considered an estimate. In addition, the quantity of mineral resources may vary depending on metal prices, which largely determine whether mineral resources are classified as ore (economic to mine) or waste (uneconomic to mine). Current mineral resource estimates were calculated using $3,100 per ounce of gold and $36.00 per ounce of silver. A material decline in the current price of gold or silver, or material changes in processing methods or cost assumptions, could require a reduction in mineral resource estimates. Any material reductions in estimates of mineral resources, or of the Company’s ability to upgrade these mineral resources to mineral reserves and extract these mineral resources, could have a material adverse effect on the Company’s prospects and restrict its ability to successfully implement strategies for long-term growth. In addition, the Company cannot provide assurances that gold and silver recoveries experienced in small-scale laboratory tests will be duplicated in larger-scale tests under on-site conditions or during production.

Previous wording

The Company has not completed a feasibility study for the Hycroft Mine. There are no assurances future advancement activities by the Company, if any, will lead to a favorable feasibility study or profitable mining operations.

Current wording

The Company has not completed a feasibility study for the Hycroft Mine.

Previous wording

The Company currently has no commercial mining operations or sustaining revenues from the exploration, development and care and maintenance operations at the Hycroft Mine. Mineral exploration and advancement involve a high degree of risk, and few properties that are explored are ultimately developed into producing mines. The future advancement of the Hycroft Mine will require obtaining permits and financing for the construction and operation of the mine, processing plants, and related infrastructure. The Company’s ability to establish mining operations or profitably produce precious metals from the Hycroft Mine will be affected by:

Current wording

The Company may not be able to successfully establish mining operations or profitably produce precious metals. The Company currently has no commercial mining operations or sustaining revenues from the exploration, development and care and maintenance operations at the Hycroft Mine. Mineral exploration and advancement involve a high degree of risk, with relatively few properties ultimately becoming producing mines. Advancing the Hycroft Mine will require obtaining permits, financing, and constructing mining and processing facilities and related infrastructure. The Company’s ability to establish profitable operations will depend on numerous factors, including construction timing and cost; availability and cost of skilled labor, equipment, and refining arrangements; timely receipt of environmental and other governmental approvals; access to sufficient capital; effective management of an expanded workforce and contractors; potential community or stakeholder opposition; and increases in construction and operating costs, including for fuel, power, labor, supplies, foreign exchange, and tariffs. New mining operations often face unforeseen problems and delays during advancement, construction, commissioning, ramp-up, and the start of production. As a result, there are no assurances that, if we decide to initiate construction or mining activities, we will successfully establish operations or profitably produce gold and silver at the Hycroft Mine.

Previous wording

Currently, our only material mineral property is the Hycroft Mine. Unless we acquire or develop additional mineral properties, we will be solely dependent upon the Hycroft property. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further exploration and development at the Hycroft Mine may have a material adverse effect on our financial condition and results of operations.

Current wording

The Hycroft Mine is currently our only mineral property. Any adverse development affecting our operations and exploration and development at the Hycroft Mine may have a material adverse effect on our business.

Previous wording

Substantial expenditures are required to construct and operate the Hycroft Mine, including additional equipment and infrastructure that is typically seen in milling and processing operations to allow for extraction of gold and silver from the sulfide mineral resource, to further develop the Hycroft Mine to establish mineral reserves and identify new mineral resources through exploration drilling and analysis. In 2025, the Company intends to complete additional exploration work, focusing on higher grade opportunities, conduct trade-off studies using the results from the 2022-2024 drill program and variability test work program, and conduct alternatives analyses. The Company cannot provide any assurance that an economic process can be developed for the sulfide mineral resource using POX, roasting or other processes for sulfide material, that any mineral resources discovered will be in sufficient quantities and / or grades to justify commercial operations or that the funds required for development can be obtained on a timely or economic basis.

Current wording

Substantial expenditures are required to construct and operate the Hycroft Mine, including additional equipment and infrastructure that is typically seen in milling and processing operations to allow for the extraction of gold and silver from the mineral resource, and to further develop the Hycroft Mine to establish mineral reserves and identify new mineral resources through exploration drilling and analysis. In 2026, the Company intends to complete additional exploration work, focusing on higher-grade opportunities; conduct trade-off studies using results from the 2022-2026 drill program and the variability test work program; and conduct analyses of alternatives. The Company cannot provide any assurance that an economic process can be developed for the mineral resource using POX, roasting or other processes for sulfide material, that any mineral resources discovered will be in sufficient quantities and/or grades to justify commercial operations or that the funds required for development can be obtained on a timely or economic basis.

Previous wording

Gold and silver are commodities. Commodity prices fluctuate and are affected by many factors beyond the Company’s control, including interest rates, expectations regarding inflation, speculation, currency values, central bank activities, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. The prices of gold and silver, as quoted by The London Bullion Market Association on December 31, 2024 and December 31, 2023, were $2,610.85- and $2,062.40 per ounce for gold, respectively, and $28.905 and $23.790 per ounce for silver, respectively. The prices of gold and silver may decline in the future. A substantial or extended decline in gold or silver prices would adversely impact the Company’s financial position. In addition, sustained lower gold or silver prices may materially adversely affect the Company’s business, including:

Current wording

Gold and silver are commodities. Commodity prices fluctuate and are affected by many factors beyond the Company’s control, including interest rates, expectations regarding inflation, speculation, currency values, central bank activities, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. The prices of gold and silver, as quoted by The London Bullion Market Association on December 31, 2025 and December 31, 2024, were $4,307.95 and $2,610.85 per ounce for gold, respectively, and $71.90 and$28.91 per ounce for silver, respectively. The prices of gold and silver may decline in the future. A substantial or extended decline in gold or silver prices may materially adversely affect the Company’s business, including:

Previous wording

•reducing existing mineral resources by removing ore from mineral resources that can no longer be economically processed at prevailing prices; and

Current wording

•reducing existing mineral resources by removing ore from mineral resources that can no longer be economically processed at prevailing prices;

Previous wording

•causing the Company to recognize an impairment to the carrying values of its long-lived assets.

Current wording

•causing the Company to recognize an impairment to the carrying values of its long-lived assets; and

Previous wording

•Risks related to the Company’s ability to raise capital on favorable terms or at all;

Current wording

•negatively impact our ability to raise capital on favorable terms, or at all.

Previous wording

The Company faces intense competition in recruiting and retaining qualified employees and contractors.

Current wording

The Company faces intense competition in recruiting and retaining employees and contractors. The mining industry competes aggressively for skilled personnel and specialized contractors, and many larger companies have greater financial and technical resources than we do. If we cannot attract and retain qualified managerial and technical employees and contractors, our exploration, development, and operations could be delayed or suspended, adversely affecting our financial condition and results of operations.

Previous wording

•unusual and unexpected rock formations or water conditions;

Current wording

These operations involve significant risks and uncertainties, including metallurgical or other processing problems; ground or slope failures; industrial accidents; unusual or unexpected rock formations or water conditions; environmental contamination or leakage; flooding and periodic interruptions from inclement or hazardous weather conditions or other acts of nature; fires; seismic activity; supply and transportation interruptions; pandemics that adversely affect the availability of workforces and supplies; mechanical equipment failure and facility performance problems; and the availability of skilled labor, critical materials, equipment, reagents, and consumable items. Any of these events could damage or destroy the Company’s properties or production facilities, cause personal injury or death, result in environmental damage, delay mining or processing, increase production costs, require long-lived asset impairments, lead to monetary losses and legal liability, and materially adversely affect future exploration and development plans, the Company’s ability to raise additional capital, and/or the Company’s financial condition, results of operations and liquidity.

Previous wording

Failure to comply with environmental regulations could result in penalties and costs.

Current wording

Failure to comply with environmental regulations could result in penalties, increased costs, and operational delays.

Previous wording

These environmental regulations require the Company to obtain various permits, approvals and licenses and also impose standards and controls relating to development and production activities. For instance, the 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 the 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 the survival of a threatened or endangered species. A critical habitat or suitable habitat designation could result in further material land-use restrictions and may materially delay or prohibit land access for development. For example, the 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 the Company’s financial performance, results of operations, and liquidity.

Current wording

Although we are not currently conducting active mining operations at the Hycroft Mine, our facilities, prior operations, and any future development plans are subject to extensive federal and state environmental regulations, including CERCLA, RCRA, the Clean Air Act, NEPA, the Clean Water Act, the Safe Drinking Water Act, FLPMA, and the Bald and Golden Eagle Protection Act, as well as oversight by multiple regulatory authorities, including the EPA, NDEP, the U.S. Fish and Wildlife Service, BLM, and the Nevada Department of Wildlife. These laws and regulations require us to obtain and maintain permits, approvals, and licenses, and to comply with operational standards applicable to development and production activities. For example, we are required to maintain a Nevada Reclamation Permit, which mandates concurrent and post-mining reclamation and the posting of reclamation bonds sufficient to cover reclamation costs. Increases in bonding requirements could materially affect our financial position, results of operations, cash flows and liquidity. In addition, habitat designations by the U.S. Fish and Wildlife Service for threatened or endangered species could impose additional land-use restrictions and materially delay or restrict access to areas needed for development, as has occurred in connection with permits related to eagle habitat. Failure to obtain required permits or to comply with applicable environmental regulations could result in delays in initiating or expanding exploration or future operations, increased investigation or remediation costs, penalties for non-compliance or pollutant discharges, and additional closure, reclamation, or bonding obligations, any of which could materially adversely affect our financial performance, results of operations, and liquidity.

Previous wording

•Cost of compliance with current and future government regulations, including environmental regulations;

Current wording

Compliance with current and future government regulations could increase costs and limit operations.

Previous wording

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 the Company has ceased mining operations at the Hycroft Mine, continued compliance with these regulations and other legislation relating to regulation obligations concerning the Hycroft Mine and its future exploration and development could require 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 materially and negatively affect the Company’s financial position, results of operations, and liquidity. The Company can provide no assurances that it 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.

Current wording

Our activities are subject to extensive federal and state laws and regulations covering, among other matters, mine safety and occupational health, labor standards, exploring and mining, hazardous substances and explosives, natural resource management, land and water use, air emissions, waste disposal, environmental review, and taxes. Although we have ceased mining at the Hycroft Mine, ongoing compliance obligations and any future exploration or development activities may require significant expenditures. New regulations or more stringent interpretation or enforcement of existing requirements could further increase costs and adversely affect our financial position, results of operations, and liquidity, and we may be unable to adapt to such changes on a timely or cost-effective basis. Violations could result in substantial fines, penalties, or other sanctions, or restrictions on – or shutdown of future operations.

Previous wording

The Company’s insurance may not cover all of the risks associated with the business.

Current wording

Insurance may not cover all risks of our business.

Previous wording

Members of the U.S. Congress have periodically introduced bills that 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 the Company’s ability to develop mineralized material on unpatented mining claims. A majority of the Company’s mining claims at the Hycroft Mine are unpatented claims. Although the Company is unable to predict what legislated royalties might be, the enactment of these proposed bills could adversely affect the potential for development of the 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 the Company’s financial performance and results of operations.

Current wording

Members of Congress have periodically introduced legislation that would modify the Mining Law of 1872, including proposals to limit or eliminate mineral patent rights and to impose federal royalties on production from unpatented mining claims. Because a majority of our Hycroft mining claims are unpatented, any such legislation could increase the cost of holding and developing these claims and adversely affect the economics of any future operations on federal lands. We cannot predict the timing, terms, or impact of any such legislation, and its enactment could materially adversely affect our financial performance and results of operations.

Previous wording

The Company will need to raise additional capital, but such capital may not be available on favorable terms or at all.

Current wording

The Company may need to raise additional capital, which may not be available on favorable terms or at all.

Previous wording

The exploration and development of the Hycroft Mine for mining and processing 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 the Company’s ability to secure new or additional credit facilities, increase the cost of borrowing, and make it difficult or impossible to raise additional capital on favorable terms or at all.

Current wording

The exploration and development of the Hycroft Mine for mining and processing 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.

Previous wording

The Company’s primary future cash requirements for 2025 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 the 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, 2024, the Company had unrestricted cash of $49.6 million. Stockholders are cautioned that expectations regarding the Company’s liquidity and capital resources are based on a number of assumptions that are believed to be reasonable but could prove to be incorrect. For example, the Company’s expectations are based on assumptions regarding assumptions regarding commodity prices, anticipated costs and other factors that are subject to risks, many of which are beyond the Company’s control. If the Company’s assumptions prove to be incorrect, it may require additional financing sooner than expected to continue to operate the business, which may not be available on favorable terms or at all and which could have a material adverse effect on the Company’s results of operations, financial condition, and liquidity.

Current wording

The Company’s primary future cash requirements for 2026 will be to fund working capital needs, capital and project expenditures, and other corporate expenses so the 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, 2025, the Company had unrestricted cash of $181.7 million. Stockholders are cautioned that expectations regarding the Company’s liquidity and capital resources are based on a number of assumptions that are believed to be reasonable but could prove to be incorrect. For example, the Company’s expectations are based on assumptions regarding commodity prices, anticipated processing recoveries, anticipated costs, and other factors that are subject to risks, many of which are beyond the Company’s control. If the Company’s assumptions prove to be incorrect, it may require additional financing sooner than expected to continue operating the business, which may not be available on favorable terms or at all, and could have a material adverse effect on the Company’s results of operations, financial condition, and liquidity.

Previous wording

Land reclamation requirements are generally imposed on companies with mining operations to minimize the long-term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents, treat ground and surface water to drinking water standards, and reasonably re-establish pre-disturbance landforms and vegetation.

Current wording

Land reclamation obligations applicable to mining operations are intended to mitigate the long-term effects of land disturbance and may require, among other things, controlling dispersion of potentially deleterious effluents, treating ground and surface water to drinking water standards, and reasonably re-establishing pre-disturbance landforms and vegetation. Meeting reclamation obligations at the Hycroft Mine requires the Company to allocate financial resources that could otherwise be used for exploration and development. Although the Company has recorded a provision for its reclamation obligations as appropriate, the provision may be inadequate, and any unanticipated reclamation work could adversely affect the Company’s financial position.

Previous wording

The Company is also required by U.S. federal and state laws and regulations to provide financial assurance sufficient to allow a third party to implement approved reclamation plans for the Hycroft Mine if the Company is unable to do so. Third party financial assurances may not be available to the Company or the Company may elect not to obtain it because of the high costs, associated collateral requirements may be too expensive, or it may be commercially impractical, which could materially adversely affect the Company’s financial position.

Current wording

In addition, U.S. federal and state laws and regulations require the Company to maintain financial assurance sufficient for a third party to implement approved reclamation plans for the Hycroft Mine if the Company is unable to do so. Third-party financial assurances may be unavailable, or the Company may elect not to obtain them due to high costs; associated collateral requirements may be too expensive; or it may be commercially impractical, any of which could materially adversely affect the Company’s financial position.

Previous wording

The market prices and trading volume of shares of the Company’s common stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers to incur substantial losses. For example, during 2024, the market price of the Company’s common stock fluctuated from an intra-day low of $1.87 per share on February 29, 2024 to an intra-day high of $4.65 on April 12, 2024, and the last recorded sales price of the Company’s common stock on Nasdaq on March 4, 2025 was $2.34 per share.

Current wording

The market prices and trading volume of shares of the Company’s common stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers to incur substantial losses. For example, during 2025, the market price of the Company’s common stock fluctuated from an intra-day low of $2.00 per share on January 13, 2025 to an intra-day high of $29.80 on December 23, 2025, and the last recorded sales price of the Company’s common stock on Nasdaq on March 2, 2026, was $53.38 per share.

Previous wording

On March 14, 2022, the Company entered into definitive agreements to issue 46,816,480 units in a private placement with select investors (the “Private Placement Offering”), with each unit consisting of one-tenth share of the Company’s common stock (on a post 1-for-10 reverse stock split basis) and one warrant to purchase one-tenth share of common stock. In addition, the Company conducted an “at-the-market” registered public offering in which it sold 8,955,358 additional shares of common stock (on a post 1-for-10 reverse stock split basis). The private placement and the “at-the-market” registered public offering substantially increased the number of issued and outstanding shares of common stock. In the future, the Company may issue additional shares of common stock to raise cash to bolsterthe Company’s liquidity, to pay indebtedness, for working capital, to finance strategic initiatives and future acquisitions or for other purposes. The Company may also issue securities convertible into, or exchangeable for, or that represent the right to receive, shares of common stock. The Company may also acquire interests in other companies or other assets by using a combination of cash and shares of common stock or using only shares of common stock. The Company may sell shares or other securities in any other offering at a price per share that is less than the prices per share paid by stockholders, and stockholders purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which the Company sells additional shares of common stock, or securities convertible into, exercisable or exchangeable for shares of common stock, in future transactions may be higher or lower than the prices per share paid by stockholders. Additional equity offerings may dilute the holdings of existing stockholders or reduce the market price of the Company’s common stock, or both. Any of these events may dilute the ownership interests of current stockholders, reduce earnings per share or have an adverse effect on the price of shares of the Company’s common stock. Further, sales of substantial amounts of the Company’s common stock, or the perception that these sales could occur, could have a material adverse effect on the price of the Company’s common stock.

Current wording

In the future, the Company may issue additional shares of common stock to raise cash to bolsterthe Company’s liquidity, to pay indebtedness, for working capital, to finance strategic initiatives and future acquisitions or for other purposes. The Company may also issue securities convertible into, or exchangeable for, or that represent the right to receive, shares of common stock. The Company may also acquire interests in other companies or other assets by using a combination of cash and shares of common stock or using only shares of common stock. The Company may sell shares or other securities in any other offering at a price per share that is less than the prices per share paid by stockholders, and stockholders purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which the Company sells additional shares of common stock, or securities convertible into, exercisable or exchangeable for shares of common stock, in future transactions may be higher or lower than the prices per share paid by stockholders. Additional equity offerings may dilute the holdings of existing stockholders or reduce the market price of the Company’s common stock, or both. Any of these events may dilute the ownership interests of current stockholders, reduce earnings per share or have an adverse effect on the price of shares of the Company’s common stock. Further, sales of substantial amounts of the Company’s common stock, or the perception that these sales could occur, could have a material adverse effect on the price of the Company’s common stock.

Previous wording

The Company’s outstanding warrants have a strike price that is higher than the last recorded sale price of the Company’s common stock on Nasdaq on March 4, 2025. Specifically, the Company has 34,289,898 warrants outstanding that expire on May 29, 2025 that entitle holders to purchase one-tenth share ofthe Company’s common stock at an exercise price of $11.50 per share, 9,583,334 warrants outstanding that expire on October 6, 2025 that entitle holders to purchase one-tenth share ofthe Company’s common stock at an exercise price of $10.50 per share and 46,816,480 warrants outstanding that expire on March 15, 2027 that entitle holders to purchase one-tenth share of the Company’s common stock at an exercise price of $1.068 share.

Current wording

The Company’s outstanding warrants have a strike price that is lower than the last recorded sale price of the Company’s common stock on Nasdaq on December 31, 2025. Specifically, the Company has 46,816,480 warrants outstanding that expire on March 15, 2027 that entitle holders to purchase one-tenth share of the Company’s common stock at an exercise price of $1.068 per share, and 4,823,900 warrants outstanding that expire on June 13, 2028 that entitle holders to purchase one share of the Company’s common stock at an exercise price of $4.20 per share. Also, the March 15, 2027, warrants can be exercised on a cashless basis. In the future, the sale price of the Company’s common stock may be higher than the warrant strike price and the warrants could expire worthless.

Previous wording

The Company is a “smaller reporting company,” and the applicable reduced disclosure requirements may make the Company’s common stock less attractive to stockholders.

Current wording

We are a “smaller reporting company,” and reduced disclosure requirements may make our common stock less attractive.
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Current report — wording carried from elsewhere

Risks Related to The Hycroft Mine
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Previous report — wording carried elsewhere

•Uncertainties concerning estimates of mineral resources;

Previous report — wording carried elsewhere

•Fluctuations in the prices of gold and silver;

Previous report — wording carried elsewhere

•Volatility in the price of the Company’s common stock and warrants;

Previous report — wording carried elsewhere

•Risks relating to a potential dilution as a result of future equity offerings;

Previous report — wording carried elsewhere

•availability and cost of appropriate refining arrangements;

Previous report — wording carried elsewhere

•flooding and periodic interruptions due to inclement or hazardous weather conditions or other acts of nature;

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•pandemics adversely affecting the availability of workforces and supplies;

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•mechanical equipment failure and facility performance problems; and

Previous report — wording carried elsewhere

•availability of skilled labor, critical materials, equipment, reagents, and consumable items.

Previous report — wording carried elsewhere

•Bald and Golden Eagle Protection Act of 1940, as amended.

Previous report — wording carried elsewhere

Compliance with current and future government regulations may cause the Company to incur significant costs.