HYCROFT MINING HOLDING CORP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

March 28, 2023 at 10:30 pm

The following discussion provides information that we believe is relevant to an
assessment and understanding of our consolidated operating results and financial
condition. The following discussion should be read in conjunction with our other
reports filed with the SEC, as well as our Financial Statements and the Notes.
Terms not defined herein have the same meaning defined elsewhere in this 2022
Form 10-K.
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Introduction to the Company

We are a gold and silver development company that owns the Hycroft Mine in the
prolific mining region of Northern Nevada. We are focused on exploring the
Hycroft Mine's claims comprising approximately 64,085 acres and developing the
Hycroft Mine in a safe, environmentally responsible, and cost-effective manner.
Gold and silver sales represent 100% of our Revenues and the market prices of
gold and silver significantly impact our financial position, operating results,
and cash flows. We ceased mining activities in November 2021, and as of December
31, 2022 we completed processing of gold and silver ore previously placed on
leach pads. We do not expect to generate revenues from gold and silver sales
until after developing the Hycroft Mine and recommencing mining operations.

Health and Safety



We believe that safety is a core value and we 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, and program auditing.
This integrated approach is essential to ensure that our employees, contractors,
and visitors operate safely.

During the year ended 2022, we reported no lost time accidents. The Hycroft
Mine's TRIFR for the trailing twelve 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 historical levels
experienced at the Hycroft Mine. During the year ended 2022, we continued our
critical focus on safety, including allocating additional personnel, resources,
workforce time, and communications to mine safety. These actions contributed to
a reduction in our TRIFR to Nil (0.00) at December 31, 2022, compared with
approximately 0.64 at December 31, 2021, a reduction of 100%. We plan to advance
our safety performance through continuous improvement programs and efforts to
keep our workforce, contractors, and visitors safe.

For health and safety actions specific to COVID-19, see the Recent Developments section below.



Executive Summary

During the year ended December 31, 2022, we continued processing gold and silver
from ore previously placed on the leach pads and, in August 2022, determined
that it was no longer economic to continue to apply cyanide solution to the
leach pads. As a result, we completed processing of gold and silver ore as of
December 31, 2022. When the operation was re-started in 2019, mining oxide and
transition ore allowed the Company to pre-strip overburden with some revenue
offset to gain access to commercial scale sulfide mineralization. With the
anticipated change to a milling operation, there is ample time to align the
remaining pre-stripping with the start-up of commercial scale sulfide
operations. We believe that this action conserves cash and focuses the Company's
time and resources on targeted higher-grade exploration opportunities and
technical studies for processing the Company's sulfide ore. The 2021 drill
program concluded in the first quarter of 2022, and metallurgical analysis and
variability test work is expected to continue through the second quarter of
2023. The 2022-2023 exploration program involving reverse circulation ("RC") and
core drilling began in the third quarter of 2022 and the Company completed Phase
1 in December 2022.

Following a review of past and recent test work and based on the currently
contemplated designs and operating parameters of the alternative sulfide
processing methods being studied and milling with atmospheric alkaline oxidation
or POX, the Company, working closely with its industry leading technical
consultants, completed pit optimization runs and trade-off analyses comparing
the alternative processes which reflected that a POX process has significantly
better economics than other processes studied. The POX process included in the
2023 Hycroft TRS is a conventional crushing, grinding, and flotation circuit
that generates a concentrate to be fed to an autoclave facility commonly used
for refractory gold ores in this region.

Recent Developments

Project Update

2022-2023 Exploration Drill Program



In July 2022, the Company launched its 2022-2023 exploration drill program which
is the largest exploration program at the Hycroft Mine in nearly a decade and
comprises approximately 30,000 meters of RC drilling and 7,500 meters of core
drilling. The overall focus of the 2022-2023 exploration drill program is to
improve the understanding of the higher-grade intercepts identified during the
2021 drill program, better understand the mineralization controls, test
exploration targets outside
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the currently known deposits, and develop opportunities to mine higher-grade ore early in the mine plan enhancing the project's economics.

During the year ended December 31, 2022, the Company completed Phase 1 of the 2022-2023 exploration drill program. The objectives of Phase 1 were:

•Drilling within the current known resource, to establish continuity between higher-grade zones identified in 2021;

•Converting mineralization previously classified as waste in the Camel and Central zones into ore grade mineralization;

•Upgrading mineralization previously classified as inferred into measured and indicated in the Camel and Central zones;

•Expanding mineralization to the east at least 150 meters beyond the known resource boundary opening a new target area for near-mine exploration; and

•Establishing that the high-grade silver deposit, Vortex, continues to deliver high-grade silver mineralization over significant intercepts.

Approximately 25,000 meters of RC drilling and 4,000 meters of core drilling was completed during Phase 1 of the 2022-2023 exploration drill program.

Finalized Initial Assessment Technical Report



The Company, along with its third-party consultants, completed and filed the
2023 Hycroft TRS with an effective date of March 27, 2023. The 2023 Hycroft TRS
included a mineral resource estimate for the Hycroft Mine. The 2023 Hycroft TRS
included measured and indicated mineral resources of 10.6 million ounces of gold
and 360.7 million ounces of silver (15.2 million gold equivalent ounces) and
inferred mineral resources of 3.4 million ounces of gold and 96.1 million ounces
of silver (4.6 million gold equivalent ounces), which are contained in oxide,
transitional, and sulfide ores.

For this study, IMC developed the Hycroft Mine resource block model which
includes 1981 to 2022 data generated from 5,601 holes, representing 2,588,826
feet of drilling. Changes to the drill hole database for additional verification
work completed during 2022 along with additional drilling conducted during 2021
and 2022 led to a change in the mineral resource estimate, when compared with
the mineral resource estimate contained in the 2022 Hycroft TRS.

The mineral resources were estimated based upon results of the 2023 Hycroft TRS, as determined in accordance with the requirements of the Modernization Rules.

Metallurgical and Variability Test Work



During 2022, the Company continued the metallurgical and variability test work
necessary for designing a sulfide milling operation. This work will establish:
(i) a comprehensive and current understanding of how each geologic domain will
perform during operations; and (ii) the processing components and reagents
required to optimize gold and silver recoveries. The Company is working with
consultants to complete this work and expects to receive all test results in
April 2023. These results, and results from the 2022-2023 exploration drill
program, will be used for designing the mine plan, the type and size of the mill
circuit configuration, and the ore haul truck size specifications, among other
engineering requirements.

Strengthened Balance Sheet

During the year ended December 31, 2022, the Company completed the following
debt and equity activities (discussed in further detail below) that strengthened
the Company's balance sheet:

•Raised gross cash proceeds of $194.4 million through a $55.9 million private placement offering and $138.6 million in an at-the-market equity offering program, before deductions of commissions, fees, and expenses.

•Amended and restated the Sprott Credit Agreement and made a prepayment of $23.9 million as required under the amended agreement.

•Amended the Subordinated Notes to extend the debt maturity by two years to December 1, 2027 with continuing 10% interest payable in-kind.



•Entered into a Note Purchase and Sale Agreement, which reduced the outstanding
principal amount of 10% Subordinated Notes by $11.1 million in exchange for (i)
payment of $5.6 million and (ii) issuance of 500,000 shares of the Company's
Class A common stock, par value $0.0001 per share.

•Further reduced the Sprott Credit Agreement principal amount through a voluntary $1.1 million prepayment.

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Private Placement

On March 14, 2022, the Company entered into subscription agreements (the
"Subscription Agreements" and each a "Subscription Agreement") with each of
American Multi-Cinema, Inc. ("AMC") and 2176423 Ontario Limited, an entity
affiliated with Eric Sprott, (together with AMC, the "Purchasers"), pursuant to
which the Company agreed to sell to the Purchasers, in a private placement, an
aggregate of 46,816,480 units ("Units") at a purchase price per Unit of $1.193,
with each Unit consisting of one share of common stock, and one warrant to
purchase a share of common stock and the shares issuable upon exercise of the
warrants (the "Warrant Shares"), providing for a total purchase price of
approximately $55.9 million (the "Private Placement"). The Warrants issued in
the Private Placement have an exercise price of $1.068 per Warrant Share and
will expire five years after issuance.

The closing of the sales of securities pursuant to the Subscription Agreements
occurred on March 15, 2022 for gross proceeds to the Company of approximately
$55.9 million before deducting expenses incurred in connection with the Private
Placement. The Company intends to use the proceeds for general corporate
purposes, which may include the repayment, refinancing, redemption or repurchase
of existing indebtedness, working capital or capital expenditures and other
investments, which may include additional technical evaluations and studies,
advancement to a pre-feasibility and/or feasibility study and additional
targeted exploration for higher grades at the Hycroft Mine.

The Subscription Agreement with AMC, as amended, also provided AMC with the right to appoint a director to the Company's Board of Directors (the "Board") and the Company agreed to support such director's nomination so long as AMC retains at least 50% of the common stock purchased under the Subscription Agreement with AMC and holds at least 5% of the outstanding voting securities.

As required by the Subscription Agreements, the Company prepared and filed a resale registration statement with the SEC to register the common stock, warrants, and Warrant Shares for sale under the Securities Act.

Agreement with Sprott Private Resource Lending II (Collector), LP



On November 10, 2021, the Company entered into a waiver with Sprott Private
Resource Lending II (Collector) (the "Lender") of certain provisions of the
Amended and Restated Credit Agreement effective November 10, 2021 (the "November
2021 Waiver"). Pursuant to the November 2021 Waiver, the Lender permitted the
Company to cease active mining operations and to reduce the amount of
Unrestricted Cash required to be maintained by the Company from not less than
$10.0 million to not less than $9.0 million for the period ending May 10, 2022

On February 28, 2022 the Company entered into a waiver and amendment agreement
with the Lender (the "February 2022 Waiver and Amendment") amending the previous
waiver and required that the Company maintain at least $7.5 million of
Unrestricted Cash on the last day of February 2022 and at least $9.0 million on
the last day of each month thereafter during the waiver period, waived all
obligations of the Company to prepay the facility with the net cash proceeds of
any mill asset sales until the earlier of the date on which the Company
completes a private placement or other offering or issuance of its equity
securities and March 31, 2022, and extended the payment due date for the
February additional interest payment and the February principal payment until
the earlier of any such offering date and March 31, 2022.

On March 11, 2022, the Company entered into an agreement (the "March 2022 Sprott
Agreement") with the Lender with respect to the Amended and Restated Credit
Agreement, dated as of May 29, 2020 (as amended, restated, supplemented or
otherwise modified from time to time, the "Sprott Credit Agreement") among the
Company, the Lender, the Guarantors (as defined in the Sprott Credit Agreement)
and the other parties thereto. As described in the March 2022 Sprott Agreement,
the Company was contemplating the sale or issuance of its equity securities
pursuant to one or more transactions to be completed on or before March 31, 2022
(the "Equity Financing Transactions"). Pursuant to the March 2022 Sprott
Agreement, if the Equity Financing Transactions resulted (or were likely to
result pursuant to definitive subscription underwriting and/or similar legally
binding agreements) in the Company's receipt of total gross cash proceeds
(before deduction of fees and expenses) of at least $50.0 million on or before
March 31, 2022 (the "Required Equity Amount"), the Lender and the Company were
obligated to amend the principal repayment terms under the Sprott Credit
Agreement such that no further scheduled payments of principal shall be required
prior to May 31, 2025 (the "Maturity Date") (i.e., there will be no required
regular amortization payments of the facility and the full principal balance of
the facility shall be due and payable in a single "bullet" payment on the
Maturity Date). The consummation of the Private Placement as described under
"Private Placement" above satisfied the Required Equity Amount condition in the
March 2022 Sprott Agreement.

The March 2022 Sprott Agreement also provided that, in connection with the
modification of the required facility amortization payments, the Company shall
pay in-kind to the Lender an amount equal to $3.3 million, with such amount to
be capitalized and added to the principal amount owing under the Sprott Credit
Agreement and accrue interest at the same rate and
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upon the same terms as the existing loans under the Sprott Credit Agreement;
provided, the payment or prepayment of such capitalized principal amount shall
not be subject to the Prepayment Premium (as defined in the Sprott Credit
Agreement) or any other penalty or premium.

Second Amendment and Restatement of the Sprott Credit Agreement



On March 14, 2022, the Company reached an agreement in principle with the Lender
to modify the terms of the Sprott Credit Agreement and other applicable loan
documents. On March 30, 2022, the Company and Lender under the Sprott Credit
Agreement entered into the Second Amended and Restated Credit Agreement dated
March 30, 2022 ("Second A&R Agreement"), which: (i) extended the maturity date
for all of the loans and other principal obligations under the Sprott Credit
Facility (as such term is defined in the Second A&R Agreement) by two years, to
May 31, 2027; (ii) provided for the Company to prepay principal under the Sprott
Credit Facility in the amount of $10.0 million promptly upon the Company's
receipt of cash proceeds from the Private Placement offering (the "Initial
Equity Proceeds Prepayment"); (iii) provided for the Company to prepay principal
under the Second A&R Agreement in the amount of $13.9 million (representing 10%
of the subsequent issuance of its equity interests consummated on or prior to
March 31, 2022) (the "Subsequent Equity Proceeds Prepayments"); and (iv)
eliminated the prepayment premiums otherwise payable with respect to the Initial
Equity Proceeds Prepayment, the Subsequent Equity Proceeds Prepayments and all
future prepayments of principal under the Sprott Credit Facility. In addition,
the Company's obligations: (i) to prepay principal with proceeds of asset sales
were credited/offset by the $23.9 million aggregate amount of Initial Equity
Proceeds Prepayment and the Subsequent Equity Proceeds Prepayments; and (ii) to
maintain a minimum amount of Unrestricted Cash (as defined in the Second A&R
Agreement) was increased to $15.0 million. Pursuant to the agreement in
principle, the Company made the Initial Equity Proceeds Prepayment of $10.0
million and paid in-kind a $3.3 million fee in connection with the modification
and capitalized it to principal on March 16, 2022; and following the execution
of the Second A&R Agreement on March 30, 2022, the Company (i) paid the
previously deferred additional interest payment of $0.5 million, and (ii) made
the Subsequent Equity Proceeds Prepayment of $13.9 million. After giving effect
to such prepayments the outstanding principal balance under the Second A&R
Agreement was $57.9 million as of March 31, 2022 (before issuance discounts)
including unpaid additional interest of approximately $7.1 million.

At-the-market Offering of Common Shares



On March 15, 2022, the Company implemented an "at-the-market offering" program
("ATM Program") by entering into an At Market Issuance Sales Agreement (the
"Sales Agreement") with B. Riley Securities, Inc. (the "Agent"). Under the terms
of the Sales Agreement, the Company had the right from time to time to or
through the Agent, acting as sales agent or principal, to offer and sell shares
of the Company's common stock having a gross sales price of up to $500.0
million. The compensation payable to the Agent for sales of shares pursuant to
the Sales Agreement was equal to 3.0% of the gross sales price for any shares of
common stock sold through the ATM Program by Agent as sales agent under the
Sales Agreement. Shares sold under the Sales Agreement, were issued pursuant to
the Company's shelf registration statement on Form S-3 (No. 333-257567) (the
"Registration Statement") that the SEC declared effective on July 13, 2021,
including the prospectus, dated July 13, 2021, and the prospectus supplement,
dated March 15, 2022.

On March 25, 2022, the Company terminated the ATM Program having sold 89,553,584
shares of common stock and generated aggregate gross proceeds before commissions
and offering expenses of approximately $138.6 million.

Amendment to the 10% Senior Secured Notes and Note Exchange Agreement



On March 14, 2022, the Company entered into an amendment to the 10% Senior
Secured Notes and Note Exchange Agreement (the "Note Amendment"), with (i)
certain direct and indirect subsidiaries of the Company as Guarantors; (ii)
holders of the Subordinated Notes, including certain funds affiliated with, or
managed by, Mudrick Capital Management, L.P, Whitebox Advisors, LLC, Highbridge
Capital Management, LLC, and Aristeia Capital, LLC (collectively, the "Amending
Holders"), and (iii) Wilmington Trust, National Association, in its capacity as
collateral agent. The Note Amendment amends the Note Exchange Agreement dated as
of January 13, 2020 (the "Note Exchange Agreement") and the Subordinated Notes
issued thereunder in order to extend the maturity date of the Subordinated Notes
from December 1, 2025 to December 1, 2027. The Note Amendment also removed the
requirements that a holder receive the consent of the Company and the other
holders in order to transfer any Subordinated Note. The Amending Holders
constituted all of the holders of the Subordinated Notes. The Note Amendment
became effective upon the closing of the Private Placement Offering upon receipt
of $55.9 million gross cash proceeds (before deduction of fees and expenses).

Amendment to the Company's Second Amended and Restated Certificate of Incorporation

On March 11, 2022, the Board approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation increasing the number of authorized shares of the Company's common stock by 1,000,000,000 to a total of

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1,400,000,000 (the "Certificate of Incorporation Amendment") and directed that
the Certificate of Incorporation Amendment be submitted for consideration by the
stockholders of the Corporation. On March 15, 2022, AMC, 2176423 Ontario
Limited, and entities affiliated with Mudrick Capital Management LP, who
together constituted the holders of a majority of the issued and outstanding
common stock, approved the Certificate of Incorporation Amendment by written
consent. The Certificate of Incorporation Amendment became effective upon filing
of the Certificate of Incorporation Amendment with the Delaware Secretary of
State on April 22, 2022, 20 days after the Company commenced distribution of an
Information Statement on Schedule 14C to the stockholders of the Company.

Subordinated Notes Purchase and Sprott Credit Agreement Prepayment



On November 28, 2022, the Company entered into the Highbridge Agreement with
Highbridge whereby the Company agreed to purchase and Highbridge agreed to sell,
$11.0 million in aggregate principal amount and $0.2 million in accrued unpaid
interest of the Subordinated Notes. The purchase of the Subordinated Notes was
completed in two transactions: (i) cash consideration of $5.6 million; and (ii)
the issuance of 500,000 shares of common stock with a grant date fair value of
$0.4 million. The purchase of the Subordinated Notes represented a discount of
approximately 42% to the face value of the debt.

In addition, the Company prepaid principal in the amount of $1.1 million for the Sprott Credit Agreement.



COVID-19

The Company has implemented health and safety policies for employees,
contractors, and visitors that follow the guidelines published by the CDC and
MSHA. During the year ended December 31, 2022, the Company's operations faced
certain limitations due to COVID-19, however the impact, while negative, did not
materially or adversely impact the Company's operations.

2023 Outlook



The Company's current operating plan is to: (i) operate safely as the Company
undertakes Phase 2 of its 2022-2023 exploration program; (ii) complete the
metallurgical test work associated with the 2021 drill program and variability
test work program; (iii) complete the evaluation of results from Phase 1 of the
Company's 2022-2023 exploration program; and (iv) advance the POX process
development for gold and silver extraction from sulfide ores.

Hycroft Mine

Operations



The following table provides a summary of operating results for the Hycroft
Mine:

                                                       Year Ended December 31,
                                                          2022                2021

Ounces recovered - gold                 (oz)                      14,032       57,668
Ounces recovered - silver               (oz)                      37,281      355,967

Ounces sold - gold                      (oz)                      17,728       56,045
Ounces sold - silver                    (oz)                      44,084      397,546

Average realized sales price - gold     ($/oz)   $      1,819               $ 1,794
Average realized sales price - silver   ($/oz)   $      22.23

$ 25.66




As shown above, ounces recovered and ounces sold decreased during the year ended
December 31, 2022, compared with the prior year. These decreases reflect the
Company's decision to cease mining operations in November 2021. The Company
continued to recover gold and silver from the drain down solutions through
August 2022 when it was determined that it was no longer economic to continue
adding cyanide to the leach pads. The Company recovered the remaining gold and
silver ounces from the drain down solutions as of December 31, 2022.
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Results of Operations

Revenues

Gold revenue

The table below summarizes gold sales, ounces sold and average realized prices for the following periods (dollars in thousands, except per ounce amounts):



                                                Year Ended December 31,
                                                                    2022          2021
Gold revenue                                                     $ 32,249      $ 100,532
Gold ounces sold                                                   17,728         56,045
Average realized price (per ounce)                               $  1,819

$ 1,794




During the years ended December 31, 2022 and 2021, gold revenue was $32.2
million and $100.5 million, respectively. The significant decrease in revenue
during 2022 was attributable to the cessation of mining operations in November
2021. As a result, significantly less ore was under leach during 2022 as
compared to 2021. The Company recovered the remaining gold ounces in the drain
down solutions as of December 31, 2022 and does not expect to have additional
significant Revenues in 2023.

Silver revenue

The table below summarizes silver sales, ounces sold and average realized prices for the following periods (dollars in thousands, except per ounce amounts):



                                                 Year Ended December 31,
                                                                     2022          2021
Silver revenue                                                     $   980      $ 10,202
Silver ounces sold                                                  44,084       397,546
Average realized price (per ounce)                                 $ 22.23

$ 25.94




During the years ended December 31, 2022 and 2021, silver revenue was $1.0
million and $10.2 million, respectively. Similar to gold revenue, the decrease
in silver revenue during the year ended 2022 was attributable to the cessation
of mining activities in November 2021. The Company recovered the remaining
silver ounces in the drain down solutions as of December 31, 2022 and does not
expect to have additional significant Revenues in 2023.

Total cost of sales



Total cost of sales consists of Production costs, Depreciation and amortization,
Mine site period costs and Write-down of inventories. The table below summarizes
total cost of sales for the following periods (dollars in thousands):

                                                                          Year Ended December
                                                                                  31,
                                                                                    2022                2021
Production costs                                                                $   30,756          $  102,750
Depreciation and amortization                                                        3,361               8,544
Mine site period costs                                                              13,720              38,166
Asset retirement obligation adjustments                                              4,701                   -
Write-down of materials and supplies inventories                                     1,051               7,990
Write-down of ore on leach pads                                                          -               5,888
Total cost of sales                                                             $   53,589          $  163,338


Production costs

For the year ended December 31, 2022, the Company recognized $30.8 million in
Production costs, or $1,735 per ounce of gold sold, compared to $102.8 million,
respectively, or $1,833 per ounce of gold, sold during the same period of 2021.
The
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decrease in total Production costs was primarily due to a respective decrease in
gold ounces sold of 38,317 ounces as well as a decrease due to the cessation of
mining activities in 2021 which resulted in less costs capitalized to inventory
and expensed upon sale.

Depreciation and amortization



Depreciation and amortization was $3.4 million, or $190 per ounce of gold sold
for the year ended December 31, 2022, compared to $8.5 million, or $152 per
ounce of gold sold, during the same period of 2021. The decrease in total
Depreciation and amortization costs per ounce of gold sold was largely due to a
decrease of 38,317 of gold ounces recovered and sold during the year ended
December 31, 2022 compared to the same period of 2021.

Mine site period costs



During the year ended December 31, 2022, the Company recorded $13.7 million of
Cost of sales for costs related to maintaining and operating the Hycroft Mine
that do not qualify for capitalization to production-related inventories.

During the year ended December 31, 2021, the Company recorded $38.2 million of
Cost of sales for costs that were in excess of the net realizable value per
ounce of gold inventories. Such period costs were generally the result of costs
related to activities at the Hycroft Mine that do not qualify for capitalization
to production-related inventories or adjustments to production inventories that
were the result of recurring or significant downtime or delays, unusually high
levels of repairs, inefficient operations, overuse of processing reagents,
inefficient cost-volume structures, or other unusual costs and activities, and
cannot be recorded to production-related inventories based on the threshold
established by the calculation of the estimated net realizable value per ounce
of gold.

Asset retirement obligation adjustments



During the year ended December 31, 2022, the Company recorded a change in
estimate to its Asset Retirement Obligation of $4.7 million. The change in
estimate was the result of updated cost assumptions related to regulatory
changes, updated assumptions for regulatory changes requiring additional sloping
and expected timing of reclamation activities associated with the Crofoot leach
pad prior to recommencing operations. In accordance with the change in estimate,
the Company recorded an expense of $4.7 million as the Company does not have
mineral reserves and accordingly all costs are expensed as incurred.

Write-down of materials and supplies inventories



We recorded a Write-down of materials and supplies inventories of $1.1 million
for the year ended December 31, 2022 for obsolete and slow-moving materials and
supplies inventories. The Company evaluates its materials and supplies
inventories and records write-downs for items not expected to be used in the
next 12 months.

We recorded a Write-down of materials and supplies inventories of $8.0 million for the year ended December 31, 2021 related to the following:



•A write-down of Inventories of $5.9 million for obsolete and slow-moving
materials and supplies inventories. As a result of ceasing mining operations, it
was determined that certain materials and supplies were not expected to be used
in the next 12 months and, accordingly, a reserve was placed against these
items.

•A loss of $2.1 million related to a firm purchase commitment for crusher liners
that the Company agreed to purchase under consignment over a period of three
years beginning in August 2020. This loss relates to the unfulfilled commitment
obligation and has been reduced to reflect the Company's negotiated settlement
with the supplier.

Write-down of ore on leach pads



We recorded a write-down of the non-current portion of Ore on leach pads of $5.9
million for the year ended December 31, 2021 that included $5.5 million for
Production costs and $0.4 million of capitalized depreciation and amortization
costs related to 3,612 ounces of gold contained in the over liner material on
the new larger leach pad which the Company began constructing in 2020. As the
2022 Hycroft TRS did not include mineral reserves, it was determined that the
recoverability of these ounces was dependent upon additional work and technical
studies and, as a result, it was determined that the ounces and related
capitalized amounts should be written-off.
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General and administrative

General and administrative totaled $14.4 million and $14.6 million,
respectively, during the years ended December 31, 2022 and 2021. The decrease of
$0.3 million during the year ended December 31, 2022 was primarily due to
decreases in salary and compensation costs, including fees paid to our Directors
of $1.1 million due to a decrease in headcount after ceasing operations in
November 2021, that was partially offset by an increase in legal and consulting
fees of $0.8 million as the Company recorded settlement expense of $1.5 million
related to a financial advisor that was partially offset by reduced legal fees
of $0.6 million.

Projects, exploration, and development



During the years ended December 31, 2022 and 2021, Projects, exploration, and
development costs totaled $18.4 million and $13.6 million, respectively.
Projects, exploration, and development were related to: (i) completing technical
studies; (ii) conducting geological studies; (iii) oversight and project
management; and (iv) exploration drilling, engineering, and metallurgical
activities. The increase of $4.8 million during the year ended December 31, 2022
was primarily the result of Phase 1 of the 2022-2023 exploration program
discussed above compared to drilling costs during the year ended December 31,
2022 related to exploration drilling completed during the 2021 drilling program.

Write-off of deposit



During the year ended December 31, 2021, the Company determined that additional
equipment was no longer expected to be purchased under the current mine plan.
Accordingly, a full reserve was applied against the $0.9 million deposit
previously paid by the Company to an equipment supplier. See Note 5 - Prepaids
and Other, Net to the Notes to the Financial Statements for further detail.

Accretion



We recorded $0.4 million of Accretion during both of the years ended
December 31, 2022 and 2021, which related to our Asset retirement obligation and
future reclamation costs. See Note 13 - Asset Retirement Obligation to the Notes
to the Financial Statements for further detail.

Impairment loss on assets held for sale



We did not record Impairment loss on assets held for sale for the year ended
December 31, 2022 as the Company estimated the fair value of the Assets held for
sale and determined that the fair value estimate exceeded the carrying value. We
recorded $1.8 million of Impairment loss on assets held for sale during the year
ended December 31, 2021, as the Company determined that the carrying value of
its Assets held for sale exceeded the estimated fair value. See Note 7 - Assets
Held For Sale to the Notes to the Financial Statements for further detail.

Interest expense, net of capitalized interest



As discussed and detailed in Note 10 - Debt, Net, Interest expense, net of
capitalized interest to the Notes to the Financial Statements totaled
$18.5 million and $20.6 million, respectively, during the years ended
December 31, 2022 and 2021. The decrease of $2.1 million during the year ended
December 31, 2022 was the result of a decrease in the outstanding obligation for
the Sprott Credit Agreement as the Company repaid portions of the balance in
March 2022 and November 2022. This decrease was offset by an increase in the
balance outstanding on the Subordinated Notes at December 31, 2022 as compared
to the same periods in 2021. The higher outstanding balance for the Subordinated
Notes was due to quarterly interest payments that are paid in-kind as additional
indebtedness. Additionally, the Company capitalized interest of $0.7 million
during the year ended December 31, 2021 to its leach pad construction. The
Company ceased construction on the new leach pad in February 2021 and, as a
result, no further interest was capitalized.

Interest income



Interest income totaled $2.3 million for the year ended December 31, 2022. In
July 2022, the Company invested a portion of its cash balances in AAAm rated
U.S. Government Money Market Funds that are readily convertible to cash. These
investments earned the Company $1.9 million in interest during the year ended
December 31, 2022. In addition, the Company began earning interest on a portion
of its Restricted cash balances in June 2022. The Company has earned $0.4
million on its Restricted cash since June 2022.
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Gain on extinguishment of debt



During the year ended December 31, 2022, the Company recognized a Gain on
extinguishment of debt of $5.0 million related to the purchase of $11.1 million
of the Subordinated Notes (such amount included accrued interest of
$0.2 million) in two transactions: (i) the Company paid cash consideration of
$5.6 million; and (ii) the Company issued 500,000 shares of common stock with a
grant date fair value of $0.4 million. In addition, the Company paid $0.1
million in legal fees. Total consideration, including legal fees, of
$6.1 million was paid which represented a discount of approximately 42% to the
face value of the debt.

Fair value adjustments to warrants



During the year ended December 31, 2022, the Fair value adjustments to warrants
resulted in a non-cash gain of $0.2 million, as the market trading values of the
publicly listed warrants decreased during the period.

During the year ended December 31, 2021, the Fair value adjustments to warrants
resulted in a non-cash gain of $14.4 million, as the market trading values of
the publicly listed warrants decreased, which was primarily due to a decrease in
the underlying trading price of the common stock.

See Note 12 - Warrant Liabilities to the Notes to the Financial Statements for further detail.

Gain (loss) on sale of equipment and materials and supplies inventories, net of commissions



The Company recognized a Gain on sale of equipment and supplies, net of
commissions of $3.9 million for the year ended December 31, 2022. Subsequent to
ceasing mining operations in November 2021, the Company implemented an asset
recovery program in order to monetize non-core assets and excess materials and
supplies inventories. In addition, the Company sold an uninstalled regrind mill
and ball mill that are not expected to be needed for a future milling operation.
In conjunction with the sale of the ball mill, the Company paid commissions of
$1.1 million to an equipment broker.

Income taxes



The Company incurred Nil net Income tax benefit or expense for the year ended
December 31, 2022. During the year ended December 31, 2021, the Company recorded
an Income tax benefit of $1.5 million which was the result of the Company
carrying back its net operating losses to periods that the Company paid income
tax prior to the Recapitalization Transaction. The Company has not recorded any
future Income tax benefit for net losses, due to a full valuation allowance
recorded against the net operating loss carryforward.

Section 382 of the Internal Revenue Code ("IRC") imposes limitations on the use
of U.S. federal net operating losses ("NOLs") upon a more than 50% change in
ownership in the Company (as defined in the IRC) within a three-year period. In
connection with its at-the-market equity offering, the Company underwent a
Section 382 ownership change on March 25, 2022. As a result, utilization of the
Company's NOLs and certain unrealized losses are limited on an annual basis. If
the Section 382 annual limitation amount is not fully utilized in a particular
tax year, then the unused portion from that tax year is added to the Section 382
annual limitation in subsequent years. The Company's annual limitation under
Section 382 is estimated to be approximately $1.3 million.

For additional details, see Note 17 - Income Taxes to the Notes to the Financial Statements.

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Liquidity and Capital Resources

General



The Company's unrestricted cash position at December 31, 2022 was $142.0 million
as compared with $12.3 million at December 31, 2021. As discussed in Note 14 -
Stockholders' Equity in the Notes to the Financial Statements, the Company
raised gross proceeds of approximately $194.4 million in March 2022, before
deduction of commissions and expenses, through the following equity financings:

•On March 14, 2022, the Company entered into the Subscription Agreements with
AMC and 2176423 Ontario Limited pursuant to which the Company sold on March 15,
2022 an aggregate of 46,816,480 units, each unit consisting of one share of
common stock and one warrant to purchase one share of common stock, at a
purchase price of $1.193 per unit for total gross proceeds, before deduction of
fees and expenses, of $55.9 million.

•On March 15, 2022, the Company implemented the ATM Program. On March 25, 2022,
the Company terminated the ATM Program and announced that it had sold 89,553,584
shares of common stock under the ATM Program and generated aggregate gross
proceeds before commissions and offering expenses of approximately
$138.6 million.

•In order to amend the Sprott Credit Agreement to facilitate these financings
and extend the maturity of this agreement, the Company prepaid $23.9 million in
March 2022.

In late 2021 and early 2022, to avoid potential non-compliance with the Sprott
Credit Agreement, the Company obtained a series of waivers and entered into
amendments to the Sprott Credit Agreement. See Debt Covenants below and Note 10
- Debt, Net in the Notes to the Financial Statements for information regarding
additional waivers received and modifications to the Sprott Credit Agreement,
including the Second A&R Agreement.

As the Company completed recovering gold and silver ounces previously placed on
the leach pad in 2022, the Company does not expect to generate net positive cash
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, 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. In the event that funds
are not available, the Company may be required to materially change its business
plan.

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 and cash flows; (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; and (vii) planning the
timing and amounts of capital expenditures and drilling, metallurgical and
mineralogical study costs at the Hycroft Mine and 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 fixed assets and excess materials and supplies inventories;
(ii) returning excess rental and leased equipment; (iii) selling uninstalled
mills that are not expected to be needed for a future milling operation; and
(iv) working with existing debt holders to adjust debt service requirements.

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.

Cash and liquidity

The Company has placed substantially all its cash in operating and investment
accounts with well-capitalized financial institutions, thereby ensuring balances
remain readily available. The Company uses AAAm rated U.S. Government Money
Market Funds for its cash investments. Due to the nature of its operations and
the composition of current assets, Cash and cash equivalents, Accounts
receivable, Income tax receivable and Assets held-for-sale represent
substantially all of the liquid assets on hand.
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The following table summarizes projected sources of future liquidity, as recorded within the Financial Statements (dollars in thousands):



                                                             December 31, 2022           December 31, 2021
Cash                                                       $          141,984          $           12,342
Accounts receivable                                                     2,771                           -
Income tax receivable                                                   1,530                       1,530
Metal inventories(1)                                                        -                       6,693
Ore on leach pads(1)                                                        -                      10,106
Assets held-for-sale, net of payments received of
$1.1 million (2)                                                        6,098                      11,558
Total projected sources of future liquidity                $          152,383          $           42,229


(1)As of December 31, 2022, the Company had recovered all estimated gold and
silver ounces previously placed on the leach pads and sold all remaining metal
inventories. See Note 3 - Inventories and Ore on Leach Pads to the Notes to the
Financial Statements for additional information.

(2)In August 2022, the Company entered into an Equipment Purchase Agreement, as
amended to sell one ball mill and one semi-autogenous ("SAG") mill, and amended
that agreement in December 2022 to also sell a sub-station transformer for a
total of $13.6 million of which the Company has received payments totaling $1.1
million. Under the terms of the agreement, the final payment for the ball mill
and SAG mill was due December 31, 2022 and the buyer was permitted to extend the
payment of all or any portion of the final payment of $12.5 million up to and
including June 30, 2023 provided that the buyer pays the Company interest at a
rate of 5% per annum on any outstanding balance for the ball mill and SAG mill
from January 1, 2023 through March 31, 2023 and 7.5% per annum on any
outstanding balance from April 1, 2023 until June 30, 2023.

Year ended December 31, 2022 compared to year ended December 31, 2021

The following table summarizes sources and uses of cash for the following periods (dollars in thousands):


                                                                            Year Ended December 31,
                                                                            2022                   2021

Net loss                                                            $     (60,828)             $ (88,564)
Net non-cash adjustments                                                   16,304                 30,829
Net change in operating assets and liabilities                              9,669                 20,697
Net cash used in operating activities                                     (34,855)               (37,038)
Net cash provided by (used in) investing activities                         8,337                 (6,873)
Net cash provided by (used in) financing activities                       155,849                 (5,494)
Net increase (decrease) in cash                                           129,331                (49,405)

Cash, cash equivalents and restricted cash, beginning of period

                                                                     46,635                 96,040
Cash, cash equivalents and restricted cash, end of period           $     175,966              $  46,635

Cash used in operating activities



During the year ended December 31, 2022, the Company used $34.9 million of cash
in operating activities primarily attributable to a net loss of $60.8 million,
the cash impact of which was equal to $39.5 million, and $9.7 million was
provided by working capital, which included a $15.8 million decrease for
production-related inventories as the Company processed the remaining gold and
silver ore on its leach pads and in its drain down solutions, which was partly
offset by cash used to reduce Accounts payable of $3.8 million. The largest
non-cash items included in net loss during the year ended December 31, 2022
included a $5.0 million Gain on extinguishment of debt, Non-cash portion of
interest expense of $13.1 million and Asset retirement obligation adjustments of
$4.7 million.

For the year ended December 31, 2021, the Company used $37.0 million of cash in
operating activities primarily attributable to a net loss of $88.6 million, the
cash impact of which was equal to $57.7 million, and $20.7 million provided by
working capital, which included $29.0 million used to increase
production-related inventories. The largest non-cash items included in net
income during the year ended December 31, 2021 included Impairment charges and
write-downs of $17.3 million related to the Write-down of inventories,
Write-down of non-current ore on leach pads, Write-down of deposits and
Impairment on equipment not in use, a $14.4 million gain from Fair value
adjustments to warrants and Non-cash portion of interest expense of $16.8
million.
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Cash provided by (used in) investing activities



During the year ended December 31, 2022, investing activities provided cash of
$8.3 million primarily from the sale of assets previously held for sale, for net
proceeds of $6.6 million and other mobile mine equipment and materials and
supplies for net proceeds of $2.7 million. In addition, the Company purchased
equipment of $1.0 million.

For the year ended December 31, 2021, the Company used $6.9 million in investing
activities which primarily related to expenditures of (i) $2.7 million for
purchased equipment and refurbishments; (ii) $2.5 million spent for the leach
pad expansion project (which excludes $0.7 million of capitalized interest) to
complete construction to the appropriate point in which we believe there would
be minimal risk of adverse impacts to the leach pad.

Cash provided by (used in) financing activities



During the year ended December 31, 2022, cash provided by financing activities
of $155.8 million was primarily related to the equity offerings completed during
the period: (i) the Private Placement offering completed on March 15, 2022 for
net cash proceeds of $55.4 million, and (ii) the ATM Program completed on March
25, 2022 for net cash proceeds of $133.5 million. These amounts were offset by
prepayments under the Sprott Credit Agreement of $25.0 million, Additional
Interest (which is classified as debt) payments under the Sprott Credit
Agreement of $2.2 million, the purchase of $11.1 million Subordinated Notes for
$5.6 million and payments on equipment notes payables of $0.1 million.

During the year ended December 31, 2021 we repaid $5.4 million of the principal and Additional Interest under the terms of our Sprott Credit Agreement.

Future capital and cash requirements



The following table provides the Company's gross contractual cash obligations as
of December 31, 2022, which are grouped in the same manner as they are
classified in the Consolidated Statement of Cash Flows in order to provide a
better understanding of the nature of the obligations and to provide a basis for
comparison to historical information. The Company believes that the following
provides the most meaningful presentation of near-term obligations expected to
be satisfied using current and available sources of liquidity (dollars in
thousands):

                                                                           Payments Due by Period
                                                               Less than            1 - 3             3 - 5            More than
                                             Total              1 Year              Years             Years             5 Years
Operating activities:
Net smelter royalty(1)                    $ 240,506          $        6          $      -          $       -          $ 240,500
Remediation and reclamation
expenditures(2)                              76,795                   -             4,717              4,890             67,188
Interest payments(3)                         18,925               4,288            12,865              1,772                  -
Crofoot Royalty(4)                            4,495                 151                 -                  -              4,344
Financing activities:
Repayments of debt principal(3)             153,479                 127               205            153,147                  -
Additional interest payments(5)               5,499               2,200             3,299                  -                  -
Total                                     $ 499,699          $    6,772          $ 21,086          $ 159,809          $ 312,032


(1)Under the Sprott Royalty Agreement, the Company is required to pay a
perpetual royalty equal to 1.5% of the Net Smelter Returns from the Hycroft
Mine, payable monthly that also includes an additional amount for withholding
taxes payable by the royalty holder. Amounts presented above incorporate mineral
resource estimates as reported in the 2023 Hycroft TRS and are based on
consensus pricing for gold and silver. See Note 11 - Deferred Gain on Sale of
Royalty to the Notes to the Financial Statements for additional information.

(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 and inflated cash outflows of these
remediation and reclamation obligations are reflected here. In the above
presentation, no offset has been applied for the $58.3 million of our
reclamation bonds or for the $34.0 million of cash collateral for those bonds
included in Restricted Cash.

(3)Repayments of principal on debt consists of amounts due under the Sprott Credit Agreement (as amended by the Second A&R Agreement), the Subordinated Notes and notes payable for equipment purchases. Included in the repayment of the Subordinated Notes principal is interest that has been capitalized as payable in-kind on a quarterly basis, and on a monthly basis for the Sprott Credit Agreement (as amended by the Second A&R Agreement) for the first 12 months after the initial advance. Also included in the repayment

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of the Sprott Credit Agreement is the $3.3 million fee that has been capitalized
as payable in-kind in connection with the Second A&R Agreement. See Note 10 -
Debt, Net to the Notes to the Financial Statements for additional information.

(4)The Company is required to pay a 4% net profits royalty, including advance
royalty payments of $120,000 in any year where mining occurs on the Crofoot
claims and an additional $120,000 if tons mined from the Crofoot claim blocks
exceed 5.0 million tons ("Crofoot Royalty"). See Note 23 - Commitments and
Contingencies to the Notes to the Financial Statements for additional
information. Amounts shown represent the current estimates of cash payment
timing using consensus pricing for gold and silver.

(5)Additional interest payments consist of repayments of additional interest
under the Sprott Credit Agreement (as amended by the Second A&R Agreement),
commencing February 28, 2021 (with the first cash payment due three months after
such date) and ending on the maturity date. See Note 10 - Debt, Net to the Notes
to the Financial Statements for additional information.

In addition, the Company may enter into service agreements from time-to-time
with drilling contractors or other 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/

Debt covenants

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.

The Sprott Credit Agreement (as amended by the Second A&R Agreement) contains
covenants that, among other things, restrict or limit the ability of the Company
to enter into encumbrances (other than Permitted Encumbrances), incur
indebtedness (other than Permitted Indebtedness), dispose of its assets (other
than Permitted Disposals), pay dividends, and purchase or redeem shares, as such
terms are defined in the Sprott Credit Agreement (as amended by the Second A&R
Agreement). The Sprott Credit Agreement (as amended by the Second A&R Agreement)
requires the Company to ensure that, at all times, both its Working Capital and
Unrestricted Cash is at least $15.0 million and its Working Capital is at least
$10.0 million, as such terms are defined in the Sprott Credit Agreement (as
amended by the Second A&R Agreement), and that at least every six months the
Company demonstrates its ability to repay and meet all present and future
obligations as they become due with a financial model that uses consensus gold
prices discounted by 5.0%. The Subordinated Notes include customary events of
default, including those relating to a failure to pay principal or interest, a
breach of a covenant, representation or warranty, a cross-default to other
indebtedness, and non-compliance with security documents. As of December 31,
2022, the Company was in compliance with all covenants under its debt
agreements.

On February 28, 2022, the Company entered into the February 2022 Waiver and
Amendment with the Lender amending the November 2021 Waiver. Pursuant to the
February 2022 Waiver and Amendment, the Lender: (i) waived the Company's
obligation under the Sprott Credit Agreement (as then amended in 2020) to
maintain at least $9.0 million of Unrestricted Cash on the last day of each
calendar month during the period ending May 10, 2022 (the "Waiver Period"),
provided that, the Company maintained at least $7.5 million of Unrestricted Cash
on the last day of February 2022 and at least $9.0 million on the last day of
each month thereafter during the Waiver Period; (ii) waived all obligations of
the Company to prepay the facility with the net cash proceeds of any Mill Asset
Sales (as defined in the February 2022 Waiver and Amendment) until the earlier
of: (a) the date on which the Company completes a private placement or other
offering or issuance of its equity securities (the "Offering Date"); and (b)
March 31, 2022; and (iii) extended the payment due date for the additional
February interest payment and the February principal payment until the earlier
of: (a) the Offering Date; and (b) March 31, 2022. Further, pursuant to the
February 2022 Waiver and Amendment, any failure by the Company to comply with
the terms of the preceding sentence would constitute an immediate Event of
Default under the Credit Agreement.

On March 11, 2022, the Company entered into the March 2022 Sprott Agreement with
the Lender with respect to the Sprott Credit Agreement. As described in the
March 2022 Sprott Agreement, the Company was contemplating Equity Financing
Transactions to be completed on or before March 31, 2022. Pursuant to the March
2022 Sprott Agreement, if the Equity Financing Transactions result (or were
likely to result pursuant to definitive subscription underwriting and/or similar
legally binding agreements) in the Company's receipt of total gross cash
proceeds (before deduction of fees and expenses) of the Required Equity Amount
on or before March 31, 2022, the Lender and the Company were obligated to amend
the principal repayment terms under the Sprott Credit Agreement such that no
further scheduled payments of principal shall be required prior to May 31, 2025
(the "Maturity Date") (i.e., there will be no required regular amortization
payments of the facility and the full principal balance of the facility shall be
due and payable in a single "bullet" payment on the Maturity Date). The
consummation of the Private Placement satisfied the Required Equity Amount
condition in the March 2022 Sprott Agreement.

The March 2022 Sprott Agreement also provided that, in connection with the
modification of the required facility amortization payments, the Company shall
pay to the Lender an amount equal to $3.3 million, with such payment to be
capitalized and added to the principal amount owing under the Sprott Credit
Agreement and accrue interest at the same rate and upon the same terms as the
existing loans under the Sprott Credit Agreement; provided, the payment or
prepayment of such
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capitalized principal amount shall not be subject to the Prepayment Premium (as defined in the Sprott Credit Agreement) or any other penalty or premium.



On March 14, 2022, the Company reached an agreement in principle with the Lender
to modify the terms of the Sprott Credit Agreement and other applicable loan
documents. On March 30, 2022, the Company and Lender under the Sprott Credit
Agreement entered into the Second A&R Agreement, which: (a) extended the
maturity date for all of the loans and other principal obligations under the
Sprott Credit Facility by two years, to May 31, 2027; (b) provided for the
Initial Equity Proceeds Prepayment in the amount of $10.0 million promptly upon
the Company's receipt of cash proceeds from the Private Placement; (c) provided
for the Subsequent Equity Proceeds Prepayments in the amount of $13.9 million
(representing 10% of the subsequent issuance of its equity interests consummated
on or prior to March 31, 2022); and (d) eliminated the prepayment premiums
otherwise payable with respect to the Initial Equity Proceeds Prepayment, the
Subsequent Equity Proceeds Prepayments and all future prepayments of principal
under the Sprott Credit Facility. In addition, the Company's obligations to: (i)
prepay principal with proceeds of asset sales were credited/offset by the $23.9
million aggregate amount of Initial Equity Proceeds Prepayment and the
Subsequent Equity Proceeds Prepayments; and (ii) to maintain a minimum amount of
Unrestricted Cash was increased to $15.0 million. Pursuant to the agreement in
principle, the Company made the Initial Equity Proceeds Prepayment of $10.0
million and paid in kind a $3.3 million fee in connection with the modification
and capitalized it to principal on March 16, 2022 and following the execution of
the Second A&R Agreement on March 30, 2022, the Company: (i) paid the previously
deferred additional interest payment of $0.5 million; and (ii) made the
Subsequent Equity Proceeds Prepayment of $13.9 million.

In addition, in November 2022, the Company prepaid an additional principal
amount of $1.1 million for the Sprott Credit Agreement. After giving effect to
such prepayments discussed above, the outstanding principal balance under the
Second A&R Agreement was as of December 31, 2022 to be $55.2 million (before
issuance discounts) including unpaid additional interest of approximately $5.5
million.

Off-balance sheet arrangements



As of December 31, 2022, the Company's off-balance sheet arrangements consisted
of a net profit royalty arrangement and a net smelter royalty arrangement (see
Note 23 - Commitments and Contingencies to the Notes to the Financial
Statements).
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Accounting Developments

The following accounting pronouncements were adopted by the Company during the year ended December 31, 2022:



In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible
Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). ASU 2020-06
simplifies guidance on accounting for convertible instruments and contracts in
an entity's own equity including calculating diluted earnings per share. For
emerging growth companies, the new guidance is effective for annual periods
beginning after December 15, 2022. The Company early adopted ASU 2020-06 as of
January 1, 2022, with no material impact on its financial statements or the
related disclosures.

In December of 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes ("ASU 2019-12"), as part as part of
its overall simplification initiative to reduce costs and complexity of applying
accounting standards while maintaining or improving the usefulness of the
information provided to users of financial statements. Amendments include
removal of certain exceptions to the general principles of ASC 740, Income Taxes
and simplification in several other areas such as accounting for a franchise tax
(or similar tax) that is partially based on income. For emerging growth
companies, the new guidance was effective for annual periods beginning after
December 15, 2021 and the Company adopted ASU 2019-12 as of January 1, 2022,
with no material impact on its financial statements or the related disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260),
Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock
Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own
Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or
Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of
the FASB Emerging Issues Task Force). ASU 2021-04 clarifies and reduces
diversity in an issuer's accounting for modifications or exchanges of
freestanding equity-classified written call options (e.g., warrants) that remain
equity classified after modification or exchange. ASU 2021-04 provides guidance
that will clarify whether an issuer should account for a modification or an
exchange of a freestanding equity-classified written call option that remains
equity classified after modification or exchange as (i) an adjustment to equity
and, if so, the related earnings per share effects, if any, or (ii) an expense
and, if so, the manner and pattern of recognition. For emerging growth
companies, the new guidance was effective for annual periods beginning after
December 15, 2021 and the Company adopted ASU 2021-04 as of January 1, 2022,
with no material impact on its financial statements or the related disclosures.

Critical Accounting Estimates



MD&A is based on our Financial Statements, that have been prepared in accordance
with GAAP. 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.

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.

Impairment of long-lived assets

Estimate Required:



Our long-lived assets consist of Plant and equipment, net. 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.
Events that may trigger a test for recoverability include, but are not limited
to, significant adverse changes to projected Revenues, costs, or future
expansion plans or changes to federal and state regulations (with which we must
comply) that may adversely impact our current or future operations. An
impairment is determined to exist if the total projected future cash flows on an
undiscounted basis are less than the carrying amount of a long-lived asset
group. An impairment loss is measured and recorded based on the excess carrying
value of the impaired long-lived asset group over fair value.

To determine fair value, we used a market-based approach for determining fair
value based on sales transactions of comparable assets. Assets are grouped at
the lowest level for which there are identifiable cash flows that are largely
independent of future cash flows from other asset groups. Our estimates of
future cash flows from the potential sale of our assets are based on numerous
assumptions that are consistent or reasonable in relation to transactions
occurring in the market
                                       56

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and actual future cash flows may be significantly different than the estimates as each are each subject to significant risks and uncertainties.

Impact of Change in Estimate:



The estimates and assumptions used to determine the fair value of our long-lived
assets as of December 31, 2022 were based on sales transactions of comparable
assets. We compared the $113.0 million estimated fair value, after allocating
the fair value to other assets and liabilities, to the carrying value of our
Plant and equipment, net of $54.8 million, and given the large surplus between
the estimated fair value of the Company and the carrying value of our Plant and
equipment, net a change in the estimates used in the mark-based approach would
be unlikely to result in an impairment as of December 31, 2022.

Asset retirement obligation

Estimate Required:



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.

Impact of Change in Estimate:



Based on the proposed 34-year mine plan which was the basis of our operations
when we ceased mining activities in November 2021, and which we believe remains
the best estimate for the life of mine, the Company expects to perform
substantially all of its reclamation activities beginning in 2047 upon the
estimated closure of the Hycroft Mine. In addition, the Company expects to
perform reclamation activities for its Crofoot heap leach pad beginning in 2026
and continuing through 2028. If the reclamation activities expected to be
performed upon closure of the Hycroft Mine were to begin ten years earlier or
later than currently assumed our reclamation liability would increase or
decrease by approximately $3.7 million and $1.7 million, respectively.
Adjustments may occur due to a change in estimate due to timing, costs
assumptions, or regulatory requirements.

Warrant liabilities

Estimate Required:



We account for the 5-Year Private Warrants to purchase shares of our common
stock that are not indexed to our own stock as liabilities at fair value on the
Consolidated Balance Sheets. The warrants are subject to remeasurement at each
balance sheet date, and any change in fair value is recognized as a component of
Other income (expense), net on the Consolidated Statement of Operations. We will
continue to adjust the liability for changes in fair value of the 5-Year Private
Warrants until the earlier of the (i) exercise or expiration of the 5-Year
Private Warrants or (ii) the transfer of any 5-Year Private Warrants to any
person who is not a permitted transferee, at which time the applicable Warrant
liabilities will be extinguished. The terms of the 5-Year Private Warrants are
substantially identical to the 5-Year Public Warrants except the 5-Year Private
Warrants, while held by the SPAC sponsor and/or SPAC underwriter and their
permitted transferees, are precluded from mandatory redemption and are entitled
to exercise on a cashless bases at the holder's election. Accordingly, we use a
Black-Scholes model with an appropriate estimate of volatility considering
volatility of the 5-Year Public Warrants and using a Monte Carlo simulation
model to incorporate the redemption and cashless exercise features in the 5-Year
Private Warrants. Increases (decreases) in the assumptions result in a
directionally similar impact to the fair value of the Warrant liabilities.

Impact of Change in Estimate:

A $0.01 increase or decrease in the fair value estimate of 5-Year Private Warrants would increase or decrease the Warrant liabilities, by $0.1 million with the offset in Other income (expense).

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Table of Contents

Market Closed - Nasdaq Other stock markets 21:00:00 23/05/2024 BST			5-day change	1st Jan Change
3.34 ^USD	-0.89%		-4.30%	+36.33%

05-07	Hycroft Mining Holding Corporation Reports Earnings Results for the First Quarter Ended March 31, 2024	CI
05-06	North American Morning Briefing : Stock Futures -2-	DJ

Hycroft Mining Holding Corporation Reports Earnings Results for the First Quarter Ended March 31, 2024	05-07	CI
North American Morning Briefing : Stock Futures -2-	05-06	DJ
North American Morning Briefing : Investors Brace -2-	04-29	DJ
Hycroft Mining Holding Corporation Provides an Update for the Ongoing 2024 Exploration Drill Program	04-03	CI
Hycroft Mining Holding Corporation Reports Earnings Results for the Full Year Ended December 31, 2023	03-14	CI
Hycroft Mining Holding Corporation Announces Start of 2024 Drill Program Targeting High-Grade Silver Discoveries	02-13	CI
Transcript : Hycroft Mining Holding Corporation - Special Call	01-23
Transcript : Hycroft Mining Holding Corporation - Special Call	01-11
Hycroft Mining Holding Corporation Announces Additional Drill Results from Phase 2 of the 2022-2023 Exploration Drill Program At the Hycroft Mine	01-09	CI
Hycroft Mining Holding Corporation Announces Latest Drill Results from Its Ongoing 2022-2023 Exploration Drill Program at the Hycroft Mine, Located in Nevada	11-16	CI
Hycroft Mining Holding Corporation Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2023	31/10/23	CI
Hycroft Mining Finds Elevated Silver Across the Hycroft System in Phase 2 Drilling	23/10/23	CI
Transcript : Hycroft Mining Holding Corporation - Special Call	28/09/23
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from S&P Global BMI Index	18/09/23	CI
Hycroft Mining Holding Corporation Confirms Positive Metallurgical Test Results	06/09/23	CI
Hycroft Mining Holding Corporation Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2023	26/07/23	CI
Hycroft Mining Holding Corporation Enters into A Second Amendment to Second Amended and Restated Credit Agreement	03/07/23	CI
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from Russell 3000E Value Index	23/06/23	CI
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from Russell Microcap Index	23/06/23	CI
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from Russell 2000 Dynamic Index	23/06/23	CI
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from Russell Microcap Value Index	23/06/23	CI
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from Russell 3000E Index	23/06/23	CI
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from Russell 2500 Growth Index	23/06/23	CI
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from Russell 2000 Value Index	23/06/23	CI
Hycroft Mining Holding Corporation(NasdaqCM:HYMC) dropped from Russell 2000 Growth Index	23/06/23	CI

	1st Jan change	Capi.
HYCROFT MINING HOLDING CORPORATION	+36.33%	77.85M
BHP GROUP LIMITED	-11.26%	156B
RIO TINTO PLC	-2.77%	124B
GLENCORE PLC	+2.40%	74.71B
GRUPO MÉXICO, S.A.B. DE C.V.	+15.66%	51.04B
SAUDI ARABIAN MINING COMPANY (MA'ADEN)	+2.88%	50.57B
ANGLO AMERICAN PLC	+34.25%	41.66B
HINDUSTAN ZINC LIMITED	+132.88%	39.21B
TECK RESOURCES LIMITED	+23.59%	26.36B
VEDANTA LIMITED	+82.83%	21.72B

Hycroft Mining Holding Corporation

Equities

HYMC

US44862P2083

Diversified Mining

HYCROFT MINING HOLDING CORP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

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