Skip to main content

HYCROFT MINING HOLDING CORP

For the period ended Jun 30, 2026. Filed Jul 28, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 28, 2026

HYMC$18.87-11.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 1. Unaudited Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Balance Sheets4
Unaudited Condensed Consolidated Statements of Operations5
Unaudited Condensed Consolidated Statements of Cash Flows6
Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)7
Notes to Unaudited Condensed Consolidated Financial Statements8

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)

June 30,2026December 31,2025
(unaudited)
Assets:
Cash and cash equivalents$220,549$181,738
Prepaids and deposits3,1122,953
Supplies inventories, net1,6001,416
Receivables300609
Equity investment securities—776
Current assets225,561187,492
Property, plant, and equipment and assets held-for-sale, net53,03253,005
Restricted cash14,48322,493
Prepaids, non-current2237
Total assets$293,098$263,027
Liabilities:
Accounts payable, accrued expenses, and other liabilities$5,003$7,712
Contract liabilities750—
Asset retirement obligation—22
Current liabilities5,7537,734
Deferred gain on sale of royalty29,83929,839
Asset retirement obligation, non-current6,64911,751
Other liabilities—8
Total liabilities42,24149,332
Stockholders’ equity
Common stock, $0.0001 par value; 1,400,000,000 shares authorized; 93,130,394 issued and outstanding at June 30, 2026, and 83,025,384 issued and outstanding at December 31, 2025, respectively98
Additional paid-in capital1,146,6151,040,417
Accumulated deficit(895,767)(826,730)
Total stockholders’ equity250,857213,695
Total liabilities and stockholders’ equity$293,098$263,027

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

Three Months EndedJune 30,Six Months Ended June 30,
2026202520262025
Operating expenses:
General and administrative costs$15,196$3,478$49,361$6,411
Exploration and development costs8,5542,34418,2065,343
Mine site costs3,8792,6739,3225,153
Depreciation and amortization3034986881,032
Asset retirement obligation adjustments and accretion(5,430)333(5,124)666
Other (income) expense, net—(11)114(68)
Loss from operations(22,502)(9,315)(72,567)(18,537)
Non-operating income (expense):
Interest income1,7886873,6841,400
Other income (loss), net(36)370(154)507
Interest expense—(3,479)—(6,866)
Net loss$(20,750)$(11,737)$(69,037)$(23,496)
Net loss per share:
Basic and diluted$(0.23)$(0.43)$(0.76)$(0.89)
Weighted average shares outstanding:
Basic and diluted91,504,14027,584,54890,626,97326,273,721

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Six Months Ended June 30,
20262025
Cash flows used in operating activities:
Net loss$(69,037)$(23,496)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Stock-based compensation32,1661,164
Depreciation and amortization6881,032
Asset retirement obligation adjustments and accretion(5,124)666
(Gain) loss on sale of assets, net114(68)
Other non-cash items181(484)
Non-cash interest expense—6,076
Changes in operating assets and liabilities:
Prepaids and deposits(144)(527)
Receivables30997
Contract liabilities750—
Supplies inventories, net(199)30
Accounts payable, accrued expenses, and other liabilities(3,767)(3,208)
Net cash used in operating activities(44,063)(18,718)
Cash flows from investing activities:
Additions to property, plant, and equipment(847)(397)
Proceeds from sale of assets6868
Proceeds from sale of equity investment securities625—
Net cash used in investing activities(154)(329)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs79,21540,784
Taxes paid related to net share settlement of equity awards(4,197)—
Principal payments—(25)
Net cash provided by financing activities75,01840,759
Net increase in cash, cash equivalents, and restricted cash30,80121,712
Cash, cash equivalents, and restricted cash, beginning of period204,23177,057
Cash, cash equivalents, and restricted cash, end of period$235,032$98,769
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$220,549$68,768
Restricted cash14,48330,001
Total cash, cash equivalents, and restricted cash$235,032$98,769

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share amounts)

Common Stock · Additional Paid-in Capital · Accumulated Deficit · Total Stockholders’ Equity
Shares · Amount
Balance at January 1, 202683,025,384$8$1,040,417$(826,730)$213,695
Exercise of warrants8,206,833143,457—43,458
Stock-based compensation costs——19,130—19,130
Taxes withheld related to net share settlement of equity awards——(4,197)—(4,197)
Vesting of restricted stock units128,384————
Net loss———(48,287)(48,287)
Balance at March 31, 202691,360,601$9$1,098,807$(875,017)$223,799
Issuance of common stock1,476,538—35,753—35,753
Exercise of warrants1,000—4—4
Stock-based compensation costs——13,036—13,036
Taxes withheld related to net share settlement of equity awards——(985)—(985)
Vesting of restricted stock units292,255————
Net loss———(20,750)(20,750)
Balance at June 30, 202693,130,394$9$1,146,615$(895,767)$250,857
Common Stock · Additional Paid-in Capital · Accumulated Deficit · Total Stockholders’ Deficit
Shares · Amount
Balance at January 1, 202524,875,587$2$752,649$(786,066)$(33,415)
Issuance of common stock108,072—139—139
Stock-based compensation costs——529—529
Voluntary surrender of shares by shareholder(301)————
Net loss———(11,759)(11,759)
Balance at March 31, 202524,983,358$2$753,317$(797,825)$(44,506)
Issuance of common stock12,500,000140,348—40,349
Stock-based compensation costs——635—635
Vesting of restricted stock units355,121————
Net loss———(11,737)(11,737)
Balance at June 30, 202537,838,479$3$794,300$(809,562)$(15,259)
  1. Company Overview

Hycroft Mining Holding Corporation and its subsidiaries (collectively, “Hycroft,” the “Company,” “we,” “us,” “our,” “it,” or “HYMC”) is a U.S.-based gold and silver company dedicated to the safe, environmentally responsible, and cost-effective exploration and development of the Hycroft Mine, located in the state of Nevada.

Our focus is to transition the project to the next phase of operations by processing sulfide mineralization. With the recent high-grade silver discoveries at Brimstone and Vortex, the Company is also engaged in a robust drill program designed to expand the two high-grade silver systems and evaluating underground studies for a potential decline and ultimate mining methods for Brimstone and Vortex. The Company is also completing trade-off studies between pressure oxidation (“POX”) and roasting process alternatives.

In June 2026, the Company, along with its third-party consultants, filed the Hycroft Mine Project S‑K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Nevada, USA with an effective date of May 14, 2026 the (“May 2026 Hycroft TRS”), which provides an updated initial assessment with an economic analysis based on a conventional open pit mining operation utilizing a processing approach that includes heap leaching for oxide material and milling with pressure oxidation for sulfide mineralization, with transitional material directed based on economics to either process stream.

  1. Summary of significant accounting policies

Basis of presentation

These Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, these Financial Statements do not include all information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2025 (the “2025 Audited Financial Statements”), filed as a part of the Company’s annual report on Form 10-K filed with the SEC on March 3, 2026. The Company continues to follow the accounting policies set forth in the 2025 Audited Financial Statements, with updates discussed below. In the opinion of management, the accompanying Financial Statements include all adjustments necessary for a fair presentation of the Company’s interim financial position, operating results, and cash flows for the periods presented.

Use of estimates

The preparation of the Financial Statements requires management to make estimates and assumptions that affect amounts reported in these Financial Statements and accompanying notes. The more significant areas requiring the use of management estimates and assumptions relate to the useful life of long-lived assets; future mining and processing plans; environmental reclamation and closure costs and timing; and estimates of fair value for long-lived assets, assets held-for-sale, and financial instruments. The Company bases its estimates on historical experience and other assumptions, including drilling and assay data and the May 2026 Hycroft TRS that are believed to be reasonable at the time the estimate is made. Actual results may differ from amounts estimated in these Financial Statements, and such differences could be material. Accordingly, amounts presented in these Financial Statements may not be indicative of results that may be expected for future periods.

Reclassification of prior year presentation

Certain prior period amounts have been combined for consistency with the current year presentation. These line items were combined to simplify the financial statement presentation, enhancing clarity without altering the total amounts reported in the financial statements. The combination of line items had no effect on the totals reported in the statement of operations, financial position, cash flows or stockholders’ equity.

Impairment of long-lived assets

The Company’s long-lived assets consist of property, plant, and equipment. We review and evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. As of June 30, 2026, the Company completed its evaluation and determined that there were no triggering events.

  1. Prepaids and deposits

The following table provides the components of Prepaids and deposits (in thousands):

June 30,2026December 31,2025
Prepaids and deposits, current:
Prepaids:
Surety bond fees$1,174$560
Insurance1,0201,215
License fees393405
Mining claims fees and permit fees217569
Services12622
Deposits182182
Total$3,112$2,953
Prepaids, non-current:
Insurance2237
Total$22$37
  1. Equity investment securities

The following table provides the components of Equity investment securities (in thousands):

June 30,2026December 31,2025
Equity investment securities$—$776

For the three and six months ended June 30, 2026, the Company sold 256,631 shares of its equity investment securities for net proceeds of$0.6 million. There wereno sales of equity investment securities during the three and six months ended June 30, 2025. As of June 30, 2026, the Company held no equity investment securities.

For the three and six months ended June 30, 2026, the Company recognized a loss ofnil and $0.2 million, respectively, on its equity investment securities, compared to a gain of $0.4 million and $0.5 million, respectively, for the same periods in 2025.

  1. Property, plant, and equipment and assets held-for-sale, net

The following table provides the components of Property, plant, and equipment and assets held-for-sale, net (in thousands):

Depreciation Lifeor MethodJune 30,2026December 31,2025
Process equipment5 - 15 years$18,065$18,029
Production leach padsUnits-of-production11,19011,190
Buildings and leasehold improvements10 years9,1899,536
Test leach pads18 months6,2416,241
Mine equipment5 - 7 years5,1915,143
Vehicles3 - 5 years1,8541,854
Furniture and office equipment7 years1,2191,141
Mineral propertiesIndefinite life5050
Construction in progress and other35,90635,257
Sub-total88,90588,441
Less, accumulated depreciation and amortization(38,766)(38,329)
Total property, plant, and equipment, net$50,139$50,112
Assets held-for-sale2,8932,893
Total$53,032$53,005

As of June 30, 2026 and December 31, 2025, the Company’s assets held-for-sale of $2.9 million consisted ofone semi-autogenous mill that was not in use. On May 14, 2026, the Company entered into Asset Option and Purchase Agreements for the sale of the semi-autogenous mill. Title had not transferred as of June 30, 2026. See Note 8 – Contract liabilities for additional information.

  1. Restricted cash

The following table provides the components of Restricted cash (in thousands):

June 30,2026December 31,2025
Surety bond cash collateral$14,429$22,439
Other cash collateral5454
Total$14,483$22,493

As of June 30, 2026 and December 31, 2025, the Company had $14.4 million and $22.4 million, respectively, in cash collateral for surface management surety bonds, totaling $58.9 million, respectively. Of the total for surface management surety bonds, $58.3 million secured the financial assurance requirements for the Hycroft Mine, and $0.6 million secured the financial assurance requirements for the adjacent water supply well field, well field monitoring, and exploration. Events or circumstances that would necessitate the guarantor’s performance include a deteriorating financial condition or a breach of contract. Periodically, the Company may need to provide collateral to support these instruments. When the specified requirements are met, the party holding the related instrument cancels and/or returns it to the issuing entity. The Company believes that it currently complies with all relevant bonding obligations.

During the three and six months ended June 30, 2026, the Company earned $0.1 million and $0.3 million, respectively, of Interest income on a portion of its cash collateral. During the three and six months ended June 30, 2025, the Company earned $0.3 million and $0.5 million, respectively, of Interest income on a portion of its cash collateral. Interest received on cash collateral balances is restricted as to its use and is included as an increase to Restricted cash with a corresponding recognition of Interest income when earned.

  1. Accounts payable, accrued expenses, and other liabilities

The following table summarizes the components of Accounts payable, accrued expenses, and other liabilities (in thousands):

June 30,2026December 31,2025
Accounts payable and accrued expenses$2,168$4,415
Other liabilities, current:
Accrued compensation (1)2,8123,227
Operating lease liability2331
Accrued directors fees—39
Total$5,003$7,712
Other liabilities, non-current:
Operating lease liability—8
Total$—$8

(1)Accrued compensation reflects amounts for performance-related compensation and benefits.

  1. Contract liabilities

As of June 30, 2026, the Company had received non-refundable deposits of $0.8 million in connection with Asset Option and Purchase Agreements executed on May 14, 2026, forone semi-autogenous mill. Deposits are to be deferred with recognition of the sale to occur when title transfers upon delivery of the equipment. See Note 5 – Property, plant, and equipment and assets held-for-sale, netfor additional information.

  1. Asset retirement obligation

The following table summarizes changes in the Company’s Asset retirement obligation (in thousands):

June 30, 2026December 31, 2025
Balance, beginning of period$11,773$13,151
Accretion6121,297
Change in estimates(5,736)(2,675)
Balance, end of period$6,649$11,773
Current$—$22
Non-current6,64911,751

During the three and six months ended June 30, 2026, the Company recognized an Asset retirement obligation (“ARO”) downward adjustment of $5.7 million resulting from a change in estimate related to the extension of the life of mine from 34 years to 51 years based on the May 2026 Hycroft TRS. No such adjustments were recognized during the three and six months ended June 30, 2025.

As of June 30, 2026, the ARO was measured using a weighted-average inflation rate of 3.42% to escalate estimated ARO costs to their expected settlement dates and a weighted-average credit-adjusted risk-free rate of 10.78% to discount those costs to present value. The Company estimates undiscounted ARO costs of $333.5 million, including $6.6 million expected to be incurred in the second half of 2027, with substantially all remaining costs expected to be incurred in later periods.

The Company does not have mineral reserves, and all costs related to the initial recognition and subsequent remeasurement of its ARO are recognized in earnings as incurred.

  1. Stockholders’ equity

At-the-market-offering

During the three and six months ended June 30, 2026, the Company issued 1,476,538 shares of common stock pursuant to its at-the-market equity offering program (the “New ATM Program”) for net proceeds of $35.8 million. During the three and six months ended June 30, 2025, the Company issuednil and 108,072 shares of common stock under the New ATM Program for net proceeds ofnil and $0.3 million.

As of June 30, 2026, $55.3 million gross sales price of common stock was available for issuance under the New ATM Program.

Equity Classified Warrants

During the six months ended June 30, 2026,6,779,910 of the 2025 2-Year Warrants issued in connection with the September 2025 Private Placement were exercised at the warrant exercise price of $6.00 per warrant for net proceeds of$40.7 million. There was no activity during thethree months ended June 30, 2026.

During the six months ended June 30, 2026,662,483 of the 3-Year Warrants issued in connection with the June 2025 Public Offering were exercised at the warrant exercise price of $4.20 per warrant for net proceeds of$2.8 million, including 1,000 warrants exercised during the three months ended June 30, 2026. There was no activity during the three and six months ended June 30, 2025.

During the six months ended June 30, 2026,10,008,240 Private Placement Offering Warrants were exercised on a cashless basis (exercise price of $1.0680 per warrant). After giving effect to the 1-for-10 reverse stock split effective November 14, 2023, the warrants were exercisable for an aggregate of 1,000,824 shares of common stock. Using the 10-day average market price of $45.41 per share as of February 11, 2026, as defined in the warrant agreement, the cashless exercise resulted in the issuance of 765,440 shares of common stock. There was no activity during thethree months ended June 30, 2026, and no activity during the three and six months ended June 30, 2025.

The following tables summarize additional information on the Company’s outstanding warrants:

As of June 30, 2026Exercise priceExercise periodExpiration dateWarrants outstanding
Private Placement Offering Warrants(1)$1.0685 yearsMarch 15, 202736,808,240
2025 3-Year Warrants$4.2003 yearsJune 13, 20284,161,417
2025 2-Year Warrants$6.0002 yearsSeptember 10, 2027—
Total Warrants Outstanding40,969,657
As of December 31, 2025Exercise priceExercise periodExpiration dateWarrants outstanding
Private Placement Offering Warrants(1)$1.0685 yearsMarch 15, 202746,816,480
2025 3-Year Warrants$4.2003 yearsJune 13, 20284,823,900
2025 2-Year Warrants$6.0002 yearsSeptember 10, 20276,779,910
Total Warrants Outstanding58,420,290

(1)After giving effect to the 1-for-10 reverse stock split (effective November 14, 2023), the Private Placement Offering Warrants are issuable into common stock at the rate of 10 warrants per share.

  1. Stock-based compensation

On December 29, 2025, at the Company’s Annual Meeting, the 2025 HYMC Performance and Incentive Pay Plan (the “2025 PIPP Plan”) was approved. The 2025 PIPP Plan supersedes and replaces the 2020 HYMC Performance and Incentive Pay Plan (the “2020 PIPP Plan”), except with respect to awards granted under the 2020 PIPP Plan plus any shares of Common Stock which, as of the effective date of the 2025 PIPP Plan, were available for issuance under the 2020 PIPP Plan, or are subject to 2020 PIPP Plan awards which become available for future grants of awards as defined in the 2025 PIPP Plan. The 2020 PIPP Plan was approved on February 20, 2019, and amended on May 29, 2020, June 2, 2022, and May 23, 2024.

All awards granted under the 2025 PIPP Plan and 2020 PIPP Plan were in the form of restricted stock units to employees and directors of the Company. As of June 30, 2026, there were 2,547,535 shares available for issuance under the 2025 PIPP Plan.

The following tables summarize the Company’s unvested share awards outstanding as of June 30, 2026 and 2025:

Number of Restricted Stock UnitsWeighted Average Grant Date Fair Value Per Unit
Unvested at December 31, 2025728,974$3.56
Granted1,582,67049.45
Canceled/forfeited(14,457)9.13
Vested(577,257)19.88
Unvested at June 30, 20261,719,930$40.21
Number of Restricted Stock UnitsWeighted Average Grant Date Fair Value Per Unit
Unvested at December 31, 2024678,071$5.13
Granted491,9493.13
Canceled/forfeited(15,304)4.93
Vested(415,464)5.37
Unvested at June 30, 2025739,252$3.67

During the three and six months ended June 30, 2026, the Company recorded compensation expense of $13.0 million and $32.2 million related to restricted stock awards. During the three and six months ended June 30, 2025, the Company recorded compensation expense of $0.6 million and $1.2 million related to restricted stock awards.

As of June 30, 2026, there was $47.5 million of unrecognized compensation cost related to unvested restricted stock units, expected to be recognized over a weighted-average period of 1 year.

  1. Fair value measurements

Recurring fair value measurements

The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):

HierarchyLevelJune 30,2026December 31,2025
Equity investment securities (1)1$—$776

(1) The value of equity investment securities was determined using the closing price of the publicly traded Canadian gold mining company on the last day of the respective periods as quoted on the TSX Venture Exchange. See Note 4 – Equity investment securitiesfor additional information.

The carrying amounts of Cash and cash equivalents, Restricted cash, Receivables, Accounts payable, accrued expenses, and other liabilities approximate fair value due to the short-term maturities of these instruments. There is negligible credit risk associated with these instruments.

  1. Income taxes

The Company’s anticipated annual tax rate is impacted primarily by the amount of taxable income associated with each jurisdiction in which its income is subject to income tax and permanent differences between the financial statement carrying amounts and tax basis of assets and liabilities. Deferredtax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company incurrednil net income tax expense or benefit for the three and six months ended June 30, 2026 and 2025. The effective tax rate for the three and six months ended June 30, 2026 and 2025 wasnil. The effective tax rate differed from the statutory rate during each period primarily due to changes in the valuation allowance established to offset net deferred tax assets.

14 Loss per share

The table below summarizes the Company’s basic and diluted loss per share calculations (in thousands, except share and per share amounts):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss$(20,750)$(11,737)$(69,037)$(23,496)
Weighted average shares outstanding
Basic and diluted91,504,14027,584,54890,626,97326,273,721
Net loss per common share, basic and diluted$(0.23)$(0.43)$(0.76)$(0.89)

Basic and diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period.

Due to the Company’s net loss for the three and six months ended June 30, 2026 and 2025, there was no dilutive effect of common stock equivalents because the effects of such would have been anti-dilutive. The following table summarizes the shares excluded from the weighted average number of shares of common stock outstanding, as the impact would be anti-dilutive (in thousands):

June 30,
20262025
Shares upon exercise of warrants7,84212,827
Restricted stock units - Unvested1,720739
Restricted stock units - Vested with deferred conversion12796
Total9,68913,662
  1. Segment information

In accordance with FASB’s Accounting Standards Codification Topic 280, Segment Reporting, the Company has determined that it operates as a single reportable segment. Since the Company discontinued mining operations in November 2021 and has focused on exploration, the Company’s operations are limited and managed by one chief operating decision-maker (“CODM”). The CODM, who has been identified as the Company’s Chief Executive Officer, is responsible for all decisions regarding resource allocation and performance evaluation, which are made on a consolidated basis. Therefore, the Company has concluded that it hasone operating and reportable segment. The CODM evaluates exploration and development costs and mine site costs (collectively, “Segment expenses” utilizing the following expense groupings (in thousands).

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Exploration$6,467$877$14,098$1,863
Technical and projects5134201,215794
Mine maintenance384413884780
Processing maintenance6795551,3471,100
Site-level general and administrative(1)4,3902,7529,9845,959
Segment expenses$12,433$5,017$27,528$10,496

(1)A portion of Mine site costs’ general and administrative expenses are allocated to Exploration and development costs for financial reporting.

The following table reconciles total Segment expenses to the amounts presented in the consolidated statements of operations:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Exploration and development costs$8,554$2,344$18,206$5,343
Mine site costs3,8792,6739,3225,153
Segment expenses$12,433$5,017$27,528$10,496
  1. Supplemental cash flow information

The following table provides non-cash investing and financing activities (in thousands):

Six Months Ended June 30,
20262025
Non-cash investing activities:
Property, plant and equipment, accrued but unpaid$66$—
Non-cash financing activities:
Withholding taxes payable related to net share settlement of equity awards$985$—

The following table provides supplemental cash flow information (in thousands):

Six Months Ended June 30,
20262025
Increase in debt from in-kind interest$—$5,681
Cash interest paid—794
  1. Commitments and contingencies

Legal proceedings

The Company has been named as a defendant inthree pro se individual and/or putative class/derivative actions in the Delaware Chancery Court that assert claims for, inter alia, breach of contract, declaratory judgment, equitable fraud and fiduciary breaches (againsttwo company officers) arising from or relating to Warrants and/or shares purportedly held by the plaintiffs. In various forms, they allege that the Company or its predecessor entities breached the Warrant Agreement, dated October 22, 2015, and/or related Amendment Agreement, dated February 26, 2020. Among other things, the plaintiffs allege, by or on behalf of Warrant holders, that the Company or its predecessor(s) breached these agreements by failing to make proper “Mechanical Adjustments” to the Warrants upon the occurrence of certain business transactions and events, including the Recapitalization Transaction. During the quarter ended June 30, 2026, the Company filed responsive briefs to its previously filed motions to dismiss in these actions. The motions to dismiss remain in the briefing phase and remain pending as of the date of this Quarterly Report on Form 10-Q.

The Company expenses legal fees and other costs associated with legal proceedings as incurred. The Company assessed, in conjunction with its legal counsel, and determined that a loss was not probable. Litigation accruals are recorded when, and if, it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. No losses have been recorded during the three and six months ended June 30, 2026 and 2025, with respect to litigation or loss contingencies.

Insurance

The Company has deductible-based insurance policies for certain losses related to general liability, workers’ compensation, and automobile coverage. The Company records accruals for contingencies related to its insurance policies when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change, or additional information becomes available. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using historical loss development factors and actuarial assumptions followed in the insurance industry.

Sprott Royalty

Pursuant to the Royalty Agreement with Sprott Private Resource Lending II (CO) Inc. in which the Company received cash consideration in the amount of $30.0 million, the Company granted a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine, payable monthly (“Sprott Royalty Agreement”). The royalty is accounted for as a deferred gain liability. Net smelter returns for any given month are calculated as Monthly Production multiplied by the Monthly Average

Gold Price and the Monthly Average Silver Price, minus Allowable Deductions, as such terms are defined in the Sprott Royalty Agreement. The Company is required to remit royalty payments to the payee free and clear and without any present or future deduction, withholding, charge or levy on account of taxes, except Excluded Taxes as such term is defined in the Sprott Royalty Agreement. Future royalty payments are contingent upon future production, commodity prices, and certain refining costs.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.