Company Overview | Company Overview Hycroft Mining Holding Corporation (formerly known as Mudrick Capital Acquisition Corporation ("MUDS")) and its subsidiaries (collectively, “Hycroft”, the “Company”, “we”, “us”, “our”, "it", "HYMC") is a U.S.-based gold and silver producer that is focused on operating and developing its wholly owned Hycroft Mine in a safe, environmentally responsible, and cost-effective manner. Gold and silver sales represent 100% of the Company’s operating revenues and the market prices of gold and silver significantly impact the Company’s financial position, operating results, and cash flows. The Hycroft Mine is located in the State of Nevada and the corporate office is located in Denver, Colorado. On May 29, 2020, the Company consummated the Recapitalization Transaction (as defined below) as contemplated by a purchase agreement dated January 13, 2020, as amended on February 26, 2020 (the “Purchase Agreement”), by and among the Company, MUDS Acquisition Sub, Inc. (“Acquisition Sub”) and Hycroft Mining Corporation ("Seller"). Pursuant to the Purchase Agreement, Acquisition Sub acquired all of the issued and outstanding equity interests of the direct subsidiaries of Seller and substantially all of the other assets of Seller and assumed substantially all of the liabilities of Seller in a business combination and reverse recapitalization transaction (the "Recapitalization Transaction"). See Note 3 - Recapitalization Transaction for further details. The Company restarted open pit mining operations at the Hycroft Mine during the second quarter of 2019 and began producing and selling gold and silver during the third quarter of 2019. The Company's operating plan for 2021 will provide the Company with the opportunity to complete and evaluate the results of the ongoing technical and optimization work for the proprietary two-stage heap oxidation and leach process detailed in the Hycroft Technical Report Heap Leaching Feasibility Study, prepared in accordance with the requirements of the Modernization of Property Disclosures for Mining Registrants, with an effective date of July 31, 2019 (the “Hycroft Technical Report”) and evaluate alternative processing technologies. Based upon the findings and results of these evaluations, the Company may update or file a new technical report. Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants and focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of such warrants would not be an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude such warrants from being classified in equity and thus such warrants should be classified as a liability. As previously disclosed in the Company's Annual Report on Form 10-K/A, as filed on May 14, 2021 (“2020 Form 10-K/A”), the Company restated its previously issued consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, to make the necessary accounting corrections related to warrant accounting and to recognize certain warrants as a liability instead of as equity, in accordance with Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. As a smaller reporting company that was not required to include quarterly financial information in the 2020 Form 10-K/A, the Company did not amend its previously issued Quarterly Reports on Form 10-Q for any period prior to December 31, 2020. The Company restated the condensed consolidated financial statements for the three and six month periods ended June 30, 2020, as reflected below. The following presents the restated condensed consolidated financial statements as of and for the three and six months ended June 30, 2020. The condensed consolidated statement of stockholders' equity reflects the restatement adjustments presented in the consolidated Balance Sheets presented below. HYCROFT MINING HOLDING CORPORATION June 30, 2020 As Previously Reported Restatement Adjustment As Restated Total assets $ 192,681 $ — $ 192,681 Liabilities: Current liabilities $ 21,947 $ — $ 21,947 Other liabilities, non-current 153 (18) 135 Debt, net, non-current 139,044 — 139,044 Royalty obligation, non-current 29,699 — 29,699 Asset retirement obligation, non-current 4,561 — 4,561 Warrant liability — 13,126 13,126 Total liabilities $ 195,404 $ 13,108 $ 208,512 Stockholders' (deficit) equity: Common stock $ 5 $ — $ 5 Additional paid-in capital 466,047 (12,186) 453,861 Accumulated deficit (468,775) (922) (469,697) Total stockholders' deficit $ (2,723) $ (13,108) $ (15,831) Total liabilities and stockholders' deficit $ 192,681 $ — $ 192,681 HYCROFT MINING HOLDING CORPORATION Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 As Previously Reported Restatement Adjustment As Restated As Previously Reported Restatement Adjustment As Restated Revenue $ 7,636 $ — $ 7,636 $ 18,760 $ — $ 18,760 Total cost of sales (31,863) — (31,863) (55,731) — (55,731) Operating expenses (10,526) — (10,526) (12,625) — (12,625) Loss from operations (34,753) — (34,753) (49,596) — (49,596) Other (expense) income: Interest expense, net of capitalized interest (15,072) — (15,072) (34,959) — (34,959) Fair value adjustment to warrants — (922) (922) — (922) (922) Interest income 35 — 35 147 — 147 Loss before reorganization items and income taxes (49,790) (922) (50,712) (84,408) (922) (85,330) Net loss $ (49,790) $ (922) $ (50,712) $ (84,408) $ (922) $ (85,330) HYCROFT MINING HOLDING CORPORATION Six Months Ended June 30, 2020 As Previously Reported Restatement Adjustment As Restated Net loss $ (84,408) $ (922) $ (85,330) Adjustments to reconcile net loss for the period to net cash used in operating activities: Non-cash portion of interest expense 30,376 — 30,376 Write-down of production inventories 17,924 — 17,924 Depreciation and amortization 2,753 — 2,753 Stock-based compensation 592 — 592 Fair value adjustment to warrants — 922 922 Accretion 187 — 187 Phantom share compensation 225 — 225 Changes in operating assets and liabilities (25,291) — (25,291) Net cash used in operating activities (57,642) — (57,642) Net cash used in investing activities (11,704) — (11,704) Cash flows from financing activities: 107,303 — 107,303 Net increase (decrease) in cash and restricted cash 37,957 — 37,957 Cash and restricted cash, beginning of period 48,967 — 48,967 Cash and restricted cash, end of period $ 86,924 $ — $ 86,924 Total cash and restricted cash $ 86,924 $ — $ 86,924 |