HYMC 10-K & 10-Q changes, risk factors and insider trading
Hycroft Mining Holding Corp. (also HYMCW) · Nasdaq · Gold And Silver Ores · CIK 1718405 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to The Hycroft Mine”
New heading “Hycroft is not currently in commercial production, and we may never restart production or generate positive cash flow from the mine.”
New heading “The Company has not completed a feasibility study for the Hycroft Mine.”
New heading “The Company is dependent on the Hycroft Mine.”
New heading “Gold and silver prices are volatile.”
New heading “Competition for skilled employees and contractors may adversely affect our operations.”
New heading “Loss of key management could adversely affect our strategy and execution.”
New heading “Equipment and supply constraints could delay operations and increase costs.”
New heading “Climate change, related regulation, and other systemic disruptions could increase costs and disrupt operations.”
New heading “Hycroft Mine reclamation obligations may be costly and may require financial assurance”
New heading “Cybersecurity incidents involving our data or systems or disruptions or failures of our information technology systems or those of third parties could adversely affect our operations.”
New heading “A significant stockholder may exert substantial influence over the Company, which could limit changes in control and adversely affect other stockholders.”
New heading “Third-party public information about us may be inaccurate and could affect our stock price.”
New heading “Stock price volatility could result in securities litigation.”
New heading “We do not expect to pay dividends on our common stock.”
New heading “Future issuances of debt or preferred equity could subordinate common stock and reduce its market price.”
Removed heading “Summary of Risk Factors:”
Removed heading “Risks related to changes in the Company’s operations at the Hycroft Mine, including:”
Removed heading “Industry-related risks, including:”
Removed heading “Business-related risks, including:”
Removed heading “Risks related to the Company’s common stock and warrants, including:”
Removed heading “The Company has mineral resources at the Hycroft Mine, but the mine may not be brought into production.”
Removed heading “The Company has not completed a feasibility study for the Hycroft Mine. There are no assurances future advancement activities by the Company, if any, will lead to a favorable feasibility study or profitable mining operations.”
Removed heading “The Company has a limited property portfolio.”
Removed heading “The market prices of gold and silver are volatile. A decline in gold or silver prices could result in decreased revenues, decreased net income, increased losses, and decreased cash inflows which may negatively affect the business.”
Removed heading “The Company faces intense competition in recruiting and retaining qualified employees and contractors.”
Removed heading “If the Company loses key personnel or cannot attract and retain additional personnel, the Company may be unable to explore and develop the business.”
Removed heading “The Company’s reliance on third-party contractors and consultants exposes the Company to risks.”
Removed heading “A shortage of equipment and supplies and/or the time it takes such items to arrive at the Hycroft Mine could adversely affect the Company’s ability to operate.”
Removed heading “Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on the Company’s business.”
Removed heading “Climate change could have an adverse impact on the Company’s cost of operations.”
Removed heading “The ongoing effects of the coronavirus pandemic or other pandemics may adversely impact our business and financial condition.”
Removed heading “Our independent registered auditors have expressed substantial doubt about our ability to continue as a going concern.”
Removed heading “The Company’s substantial indebtedness could adversely affect its financial condition.”
Removed heading “The Sprott Credit Agreement imposes significant operating and financial restrictions that may limit the Company’s ability to operate its business.”
Removed heading “If the Company defaults on its obligations to pay any of its indebtedness or otherwise defaults under the agreements governing the indebtedness, lenders could accelerate such debt and the Company may be subject to restrictions on the payment of other debt obligations or cause a cross-acceleration.”
Removed heading “The Company may not have sufficient cash or may not be able to generate sufficient cash to service outstanding indebtedness and may be forced to take other actions to satisfy indebtedness obligations, which may not be successful.”
Removed heading “Land reclamation requirements for the Hycroft Mine may be burdensome and expensive and may include requirements that the Company provide financial assurance supporting those requirements.”
Removed heading “The Company is dependent upon information and operational technology systems and new technologies that are subject to disruption, damage, failure, and risks associated with implementation and integration.”
Removed heading “The two largest stockholders of the Company can exert significant influence over matters submitted to stockholders for approval, which could delay or prevent a change in corporate control or result in the entrenchment of management or the Board of Directors, possibly conflicting with the interests of the Company’s other stockholders.”
Removed heading “Information available in public media that is published by third parties, including blogs, articles, online forums, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate.”
Removed heading “Volatility in the price of the Company’s common stock may subject the Company to securities litigation.”
Removed heading “The Company does not anticipate paying common stock dividends in the foreseeable future.”
Removed heading “Future offerings of debt, which would be senior to the Company’s common stock upon liquidation, and/or preferred equity securities, which may be senior to its common stock for purposes of distributions or upon liquidation, could adversely affect the market price of its common stock.”
Removed heading “Certain of the Company’s warrants are being accounted for as a warrant liability and are recorded at fair value with changes in fair value each period reported in earnings, which could increase the volatility in the Company’s net income (loss) and may have an adverse effect on the market price of the Company’s common stock.”
Largest changes
“Lawsuits and other administrative or legal proceedings may arise in the course of the Company’s operations. The Company may also face heightened regulatory or other public scrutiny as a result of going public via a transaction with a special purpose acquisition company (“SPAC”). These sorts of lawsuits or proceedings can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fines. …”see in full comparison
“We rely on information and operational technology systems to conduct our business. These systems are subject to disruption, damage, or failure from a variety of causes, including cybersecurity incidents, cyberattacks, malware, unauthorized access, security breaches, natural disasters, and design or implementation defects. Cybersecurity incidents may result in system outages, data loss or corruption, unauthorized disclosure of information, extortion, and other misuse of systems or networks. …”see in full comparison
“Environmental laws and regulations may require us to incur significant costs, including remediation, monitoring, and compliance expenditures, which could reduce funds available for operations and development. Environmental standards and remediation requirements may vary, remediation costs may exceed accruals, and the timing of such costs may differ materially from expectations. If we are unable to fully remedy an environmental violation or release, we could be required to suspend operations or implement interim compliance measures. …”see in full comparison
“Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property or natural resources and injury to persons resulting from the environmental, health and safety impacts of the Company’s past and current operations, which could lead to the imposition of substantial fines, remediation costs, penalties, injunctive relief and other civil and criminal sanctions. Substantial costs and liabilities, including those required to restore the environment after the closure of mines, are inherent in mining operations. …”see in full comparison
“We may be subject to lawsuits, regulatory actions, or other legal or administrative proceedings arising in the ordinary course of business. Such matters can be costly, time-consuming, and disruptive, and may require significant management attention and resources. Although we maintain insurance to mitigate certain litigation-related costs, such insurance may be insufficient, unavailable on acceptable terms, or unavailable at all. …”see in full comparison
“The Company has received several waivers to date from covenant obligations under the Sprott Credit Agreement. The Company can make no assurances that it will satisfy these covenants or that its lenders will continue to waive any future failure to do so. A breach of any of the covenants under the Sprott Credit Agreement could result in a default. See Note 10 – Debt, Net to the Notes to the Financial Statements for further information. …”see in full comparison
Full comparison: every changed paragraph (253)
Summary of Risk Factors:
The following list provides a summary of risk factors discussed in further detail below:
Risks related to changes in the Company’s operations at the Hycroft Mine, including:
•Risks associated with cessation of mining operations at the Hycroft Mine;
•Uncertainties concerning estimates of mineral resources;
•Risks relating to a lack of a completed pre-feasibility or feasibility study; and
•Risks related to the Company’s ability to finance and establish commercially feasible mining operations.
Industry-related risks, including:
•Fluctuations in the prices of gold and silver;
•Intense competition within the mining industry for mineral properties, employees, contractors and consultants;
•The commercial success of, and risks relating to, the Company’s exploration and development activities;
•Uncertainties and risks related to reliance on contractors and consultants;
•Availability and cost of equipment, supplies, energy, or commodities;
•The inherently hazardous nature of mining activities, including safety and environmental risks;
•Potential effects of U.S. federal and state governmental regulations, including environmental regulation and permitting requirements;
•Uncertainties relating to obtaining, retaining or renewing approvals and permits from governmental regulatory authorities;
•Cost of compliance with current and future government regulations, including environmental regulations;
•Potential challenges to title in our mineral properties;
•Inadequate insurance to cover all risks associated with our business, or cover the replacement costs of our assets or may not be available for some risks;
•Risks associated with potential legislation in Nevada that could significantly increase the cost of mine development on the Company’s unpatented mining claims;
•Risks associated with regulations and pending legislation involving climate change could result in increased costs, which could have a material adverse effect the Company’s business;
•Changes to the climate and regulations regarding climate change; and
•Continued uncertainties relating to the COVID-19 pandemic or other pandemics.
Business-related risks, including:
•Risks related to the Company’s ability to raise capital on favorable terms or at all;
•The loss of key personnel or the Company’s failure to attract and retain personnel;
•Risks related to the Company’s substantial indebtedness, including operating and financial restrictions under existing indebtedness, cross-acceleration and the Company’s ability to generate sufficient cash to service the indebtedness;
•The costs related to land reclamation requirements;
•Future litigation or similar legal proceedings could have a material adverse effect on the Company’s business and results of operations;
•Risks related to information and operational technology systems, new technologies and security breaches; and
•Risks that principal stockholders will be able to exert significant influence over matters submitted to stockholders for approval.
Risks related to the Company’s common stock and warrants, including:
•Volatility in the price of the Company’s common stock and warrants;
•Risks relating to a potential dilution as a result of future equity offerings;
•Risks relating to a short “squeeze” resulting in sudden increases in demand for the Company’s common stock;
•Risks relating to decreased liquidity of the Company’s common stock as a result of the reverse stock split;
•Risks relating to information published by third parties about the Company that may not be reliable or accurate;
•Risks associated with interest rate changes;
•Volatility in the price of the Company’s common stock could subject it to securities litigation;
•Risks associated with the Company’s current plan not to pay dividends;
•Risks associated with future offerings of senior debt or equity securities;
•Risks related to a potential delisting by the Nasdaq Stock Market LLC (“Nasdaq”) for failure to comply with its listing requirements;
•Risks warrants may expire worthless;
•Risks that certain warrants are being accounted for as a liability;
•Anti–takeover provisions could make a third-party acquisition of the Company difficult; and
•Risks related to limited access to the Company’s financial information due to the fact the Company elected to take advantage of the disclosure requirement exemptions granted to smaller reporting companies.
Risks Related to The Hycroft Mine
Hycroft is not currently in commercial production, and we may never restart production or generate positive cash flow from the mine.
The Company has mineral resources at the Hycroft Mine, but the mine may not be brought into production.
TheWe Companyhave ismineral resources at the Hycroft Mine, but the Hycroft mine may not be returned to production. We are not currently conducting commercial mining operationsoperations, atand the Hycroft Mine. Therethere is no certaintyassurance that theour estimated mineral resources estimatedwill at the Hycroft Mine willever be mined or, if mined, processed profitably. TheWe Companydo hasnot nohave specifica plansdefinitive andrestart cannotplan currentlyor predicttimeline. whenAny thedecision Hycroftto Mineresume mayproduction bewill back in production. The commercial viability of the Hycroft Mine is dependentdepend on many factors,factors largely beyond our control, including metal prices, the availability and cost of development capital, and abilityapplicable to raise capital for development, government policy and regulationregulatory and environmental protection, which are beyond the Company’s control.requirements.
Unless otherwise indicated, mineral resource figures in the Company’s filings with the SEC, press releases, and other public statements made from time to time are based upon estimates made by the Company’s personnel and independent geologists. These estimates are imprecise and depend uponon geologic interpretation and statistical inferences drawn from drilling and sampling analyses, which may prove to be inaccurate. There can be no assurance that mineral resources or other mineralization figures will be accurate or that this mineralization could be mined or processed profitably.
Because the Company has not completed a preliminary feasibility study or a feasibility study, mineral resource estimates may require adjustments or downward revisions based uponon further exploration or advancement workwork, or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that recovery of minerals in small-scale tests will be duplicated in larger-scale tests under on-site conditions or in production scale.
Until mineral resources are mined and processed, the quantity of ore and grades must only be considered an estimate. In addition, the quantity of mineral resources may vary depending on metal prices, which largely determine whether mineral resources are classified as ore (economic to mine) or waste (uneconomic to mine). Current mineral resource estimates were calculated using $1,900$3,100 per ounce of gold and $24.50$36.00 per ounce of silver. A material decline in the current price of gold or silversilver, or material changes in processing methods or cost assumptionsassumptions, could require a reduction in mineral resource estimates. Any material reductions in estimates of mineral resources, or of the Company’s ability to upgrade these mineral resources to mineral reserves and extract these mineral resources, could have a material adverse effect on the Company’s prospects,prospects and restrict its ability to successfully implement strategies for long-term growth. In addition, the Company cannot provide assurances that gold and silver recoveries experienced in small-scale laboratory tests will be duplicated in larger-scale tests under on-site conditions or during production.
The Company has not completed a feasibility study for the Hycroft Mine.
On February 18, 2026, the Company completed and issued the 2026 Hycroft TRS with an effective date of January 21, 2026, that superseded the 2023 Hycroft TRS. Both technical report summaries reflected an initial assessment supporting the disclosure of mineral resources.
The 2026 Hycroft TRS does not support the disclosure of mineral reserves, nor can there be any assurance that we will be able to do so in the future. A mineral reserve is defined by the SEC in the Modernization Rules as an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. Mineral reserves under the Modernization Rules must be based upon a qualified person’s preliminary feasibility study or feasibility study, which includes and supports the qualified person’s determination of mineral reserves. Likewise, it should not be assumed that any mineral resources identified in the 2026 Hycroft TRS will ever be converted into mineral reserves.
The Company has not completed a feasibility study for the Hycroft Mine. There are no assurances future advancement activities by the Company, if any, will lead to a favorable feasibility study or profitable mining operations.
The Company completed and issued the 2023 Hycroft TRS, which replaced the 2022 Hycroft TRS. The 2023 Hycroft TRS provides an initial assessment of the mineral resource estimate and is not a feasibility study for the Hycroft Mine. Typically, a company will not make a production decision until it has completed a feasibility study.
There is no certaintyassurance that a feasibility study for the Hycroft Mine will be completed or, if completed,or that it will resultdemonstrate ineconomics sufficiently favorable estimates of the economic viability of the Hycroft Minesufficient to justify a construction decision.and commercial operations.
The Company may not be able to successfully establish mining operations or profitably produce precious metals. The Company currently has no commercial mining operations or sustaining revenues from the exploration, development and care and maintenance operations at the Hycroft Mine. Mineral exploration and advancement involve a high degree of risk, with relatively few properties ultimately becoming producing mines. Advancing the Hycroft Mine will require obtaining permits, financing, and constructing mining and processing facilities and related infrastructure. The Company’s ability to establish profitable operations will depend on numerous factors, including construction timing and cost; availability and cost of skilled labor, equipment, and refining arrangements; timely receipt of environmental and other governmental approvals; access to sufficient capital; effective management of an expanded workforce and contractors; potential community or stakeholder opposition; and increases in construction and operating costs, including for fuel, power, labor, supplies, foreign exchange, and tariffs. New mining operations often face unforeseen problems and delays during advancement, construction, commissioning, ramp-up, and the start of production. As a result, there are no assurances that, if we decide to initiate construction or mining activities, we will successfully establish operations or profitably produce gold and silver at the Hycroft Mine.
Management's Discussion & Analysis (MD&A)
New heading “Depreciation and amortization”
New heading “Other (income), net”
Removed heading “Gain on asset sales”
Removed heading “Depreciation, amortization, and inventory adjustments”
Largest changes
“The Sprott Credit Agreement (as amended by the Second A&R Agreement and the Second Amendment to 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 and the Second Amendment to the Second A&R Agreement). …”see in full comparison
“The 2025-2026 Drill Program is continuing to build on the high-grade silver dominant trends at Brimstone and Vortex, defined in 2023 and 2024. Additionally, the 2025-2026 Drill Program will continue follow up work in Bay Manganese as well as other near-mine exploration targets, defined in 2023 and 2024. The objective of the program is to further define the structural complexities of these systems; both down dip and along strike. In 2025, the Company completed a total of approximately 6,079 meters of core drilling in Brimstone and Vortex, focusing on high-grade silver opportunities. …”see in full comparison
“Since ceasing mining operations in 2021 and completing gold and silver recovery in 2022, the Company has incurred significant operating losses. As the Company does not anticipate generating positive cash flow from operations in the near term, it remains dependent on unrestricted cash to meet its obligations over the next 12 months. The Company’s ability to continue as a going concern over the next 12 months depends on various cost control measures, including the potential to defer expenditures, reduce exploration and development activities, or secure additional capital if necessary. …”see in full comparison
“During the year ended December 31, 2024, the Company continued its exploration drill program, completed portions of the metallurgical and variability test work, and continued to analyze new drill assay data and information received in the period. …”see in full comparison
“In February 2024, the Company launched its 2024 exploration drill program (the “2024 Drill Program”), to build on the high-grade silver dominant trends at Brimstone and Vortex announced in November 2023. The 2023 drilling revealed substantial high-grade silver mineralization that has continuity with historical drilling along trends not previously identified. The objective of the 2024 Drill Program was to define the structural framework of these new trends and identify target areas that have not been drilled to establish continuity of the two high-grade silver trends. …”see in full comparison
In addition, the Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additionalsee in full comparisoncapital or restructure its debt, which may result in a default of the first lien loan that could trigger a cross acceleration default of the subordinated debt.capital.
Full comparison: every changed paragraph (94)
We are a U.S.-based gold and silver exploration andstage development companyissuer that owns the Hycroft Mine in Nevada. Our focus is on exploring the mine’s approximately 64,000 acres of claims and developing the project in a safe, environmentally responsible, and cost-effective way. Pre-commercial scale mining activities were started in the fourth quarter of 2019, subsequently halted in November 2021, and weWe completed processing the gold and silver ore previously placed on leach pads by the end of December 2022. We do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and resume mining and processing operations.
We believe safety is a core value and support that belief through our philosophy of safe work performance. Our mandatory mine safety and health programs include employee engagement and ownership of safety performance, accountability, employee and contractor training, risk management, workplace inspection,inspections, emergency response, accident investigation, anti-harassment, and program auditing. This integrated approach is essential to ensure that our employees, contractors, and visitors operate safely.
We reported no lost timelost-time incidents during the year ended December 31, 20242025, and continue to operate in excess of one1.4 million work hours without a lost timelost-time incident. The Hycroft Mine’s total recordable injury frequency rate (“TRIFR”) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages and significantly below pre-2021 historical levels experienced at the Hycroft Mine.averages. During the year ended December 31, 2024,2025, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to maintaining a TRIFR of 0.00 at both December 31, 20242025, and December 31, 2023.2024. We will continue to evolve our safety efforts as needed to keep our workforce, contractors, and visitors safe.
During the year ended December 31, 2025, the Company: (i) continued advancing its exploration and development programs, (ii) raised gross equity proceeds of $296.8 million from a series of equity offerings, warrant exercises, and the New ATM transactions, and (iii) eliminated $136.4 million of debt and accrued interest, using $125.5 million cash and an approximate 9% discount on the second lien debt. In the second half of 2025, the Company initiated the next phase of drilling with the 2025 – 2026 Exploration Drill Program focusing on the high-grade silver dominant zones in Brimstone and Vortex. The initial plan included 8,200 meters of reverse circulation (“RC”) drilling using one RC drill rig and 14,500 meters of core drilling with two drill rigs. The plan has since been updated to add two core drill rigs in 2026, once the drill assays from the initial phase are received, with an estimate of 26,000 meters of core drilling. The exploration and technical work completed earlier in 2025 facilitated the development and publication of the 2026 Hycroft TRS that was filed February 18, 2026, reflecting an approximate 55% increase in measured and indicated mineral resources for both gold and silver mineral resources of 16.4 million ounces and 562.6 million ounces, respectively.
During the year ended December 31, 2024, the Company continued its exploration drill program, completed portions of the metallurgical and variability test work, and continued to analyze new drill assay data and information received in the period. The ongoing metallurgical and variability test work continues to follow up on the March 2023 Hycroft Property Initial Assessment Technical Report Summary Humboldt and Pershing Counties, Nevada (“2023 Hycroft TRS”) that was completed utilizing a conventional crushing, grinding, and flotation circuit that generates a concentrate to be fed to a pressure oxidation autoclave facility commonly used for refractory gold ores. The Company is also focused on strengthening its balance sheet primarily by reducing debt and raising cash through sales of non-core assets and equity. Beginning in the fourth quarter of 2023, the Company again began accessing its at-the-market public offering program (“ATM Program”) and on May 31, 2024, the Company replaced the ATM Program with a new $100.0 million at-the-market public offering program (the “New ATM Program”). Through these programs, the Company generated gross proceeds of $12.6 million, before commissions and offering expenses, during the year ended December 31, 2024. On January 5, 2024, the Company voluntarily pre-paid $38.0 million of the first lien loan, comprised of $34.7 million principal and $3.3 million for the remaining additional interest (as defined in the Sprott Credit Agreement - See Note 10 – Debt, Net to the Notes to the Financial Statements for additional information).
20242025-2026 exploration drilling
The 2025-2026 Drill Program is continuing to build on the high-grade silver dominant trends at Brimstone and Vortex, defined in 2023 and 2024. Additionally, the 2025-2026 Drill Program will continue follow up work in Bay Manganese as well as other near-mine exploration targets, defined in 2023 and 2024. The objective of the program is to further define the structural complexities of these systems; both down dip and along strike. In 2025, the Company completed a total of approximately 6,079 meters of core drilling in Brimstone and Vortex, focusing on high-grade silver opportunities. Additionally, approximately 1,300 meters of RC drilling was completed in 2025 in the Bay area focusing on potential gold-dominant leach opportunities. In July of 2025, a deep Induced Polarity (IP) geophysical survey centered on Brimstone was completed in advance of the 2025-2026 drilling to help guide the down dip off-sets of the Brimstone high-grade silver trend. The IP survey identified a potential altered intrusive center and potential feeder zone which became a focus for the 2025 drilling in Brimstone and will continue to help guide drilling plans in 2026.
In February 2024, the Company launched its 2024 exploration drill program (the “2024 Drill Program”), to build on the high-grade silver dominant trends at Brimstone and Vortex announced in November 2023. The 2023 drilling revealed substantial high-grade silver mineralization that has continuity with historical drilling along trends not previously identified. The objective of the 2024 Drill Program was to define the structural framework of these new trends and identify target areas that have not been drilled to establish continuity of the two high-grade silver trends. The 2024 Drill Program was expanded during the year and 9,058 meters of drilling were completed as of December 31, 2024. The exploration program continued to define the structural framework of the two new high-grade silver trends, targeting down-dip extensions, and further establishing continuity of the two trends. Additionally, based on the Induced Polarity geophysical surveys completed in the second quarter of 2024 coupled with a robust mapping and sampling program the Company extended the drilling program east of the current resource to extend identification of Hycroft mineralization to the east in a previously unexplored area within the current plan of operation. The pending assay results at year-end 2024 are expected in the first quarter of 2025.
During the year ended December 31, 2024,2025, the Company advanced with metallurgical work and engineering work necessary for designing a sulfide milling operation. The Company has been testing composite samples from around the ore bodydeposit that represents the various material characteristics in the sulfide ore.mineralization. Crushing, grinding, and flotation work since the 2023 Hycroft TRS has identified significant improvements in gold and silver flotation recoveries comparedthat are expected to the current technical report that increase the economic benefits to the project. The Company’s test work for identifying the optimal inputs and operating parameters for roasting, pressure oxidation, leaching, sulfuric acid generation, and power co-generation work progressed during the year ended December 31, 2024,2025, and this test work will continue into 2025.2026. Process plant flow sheets, equipment selection, plant layout, water management, and other designs continued to be developed. Due to the potential commercial applications for the significant quantity of sulfuric acid expected to be generated from roasting the sulfide concentrate, the Company engaged a third-party specialist to completeprepare amarket focused sulfuric acid market study and to assist in identifying local and regional sulfuric acid markets with current and emerging consumers.2024. The sulfuric acid market study identified a viable market for the potential by-product sulfuric acid by-product generated from roasting the sulfide concentrate. The third-party consultant updated the sulfuric acid market study in 2025 that also identified additional emerging local and regional sulfuric acid markets with current and potentially new consumers. The Company continues to complete metallurgical testing to generate the information necessary to conduct trade-off studies to assess whether roasting technology could offer superior economics compared to POX technology for the Hycroft Mine. During 2024,2025, the Company completed an updated revision of the future tailing storage facility designs needed to extend material storage capacity and comply with new and emerging safety and environmental regulations for these types of facilities.
•Received net cash proceeds from sales of equipment, patents, and intellectual property totaling $7.6 million.
•The Company sold 3,821,36254,213,173 shares of common stock via two public equity offerings and a private equity offering for aggregate gross proceeds, before commissions and offering expenses, of $12.6$279.8 million.
•The Company sold 979,308 shares of common stock via its at-the-market equity offering (the “New ATM Program”) for gross proceeds of $5.7 million.
•The Company issued 2,592,218 shares of common stock through the conversion of its equity warrants for gross proceeds of $11.3 million.
•The Company used a portion of the proceeds from the equity offerings and made payments totaling $125.5 million to fully extinguish its remaining debt, including accrued interest. For additional information, see Note 11 – Debt, net to the Notes to the Consolidated Financial Statements.
•Received net cash proceeds from sales of assets held for sale and miscellaneous equipment totaling $3.6 million.
•Received net cash proceeds from the sales of an equity investment totaling $1.1 million.
•The Company voluntarily pre-paid $38.0 million of the first lien loan comprised of $34.7 million principal and $3.3 million for the additional interest balance (as defined in the Sprott Credit Agreement).
The Company’s currentOur plan is to operatecontinue operating safely and in an environmentally responsiblyresponsible manner while advancing exploration,exploration targetingand development activities. Key 2026 priorities include executing the 2025–2026 Drill Program to expand high-grade opportunities,silver andmineralization. completingAdditional technical2026 studies and data analyses. Subject to sufficient cash on hand, key 2025 plansactivities include assessing the potential for a high-grade underground mining scenario, executingcompleting a follow-uptechnical explorationstudy programwith toeconomics expandbased high-gradeon silvermilling and pressure oxidation of sulfide mineralization, finalizingadvancing engineeringthe metallurgical test work for roasting sulfide concentrates, assessing the potential restart of mining leachable oxide and trade-offtransition studies,material, and reviewing district exploration targets to unlock broader mineral resource potential. We plan to continue managing our cash and capital market activities to maintain adequate funding for these priorities and activities.
The 2025 Exploration Program is designed to test the lateral and at depth extensions of the newly discovered high-grade silver dominant trends at Brimstone and Vortex and continue exploration to the east of the mine. These new systems remain open in all directions and at depth, having the potential to expand and be developed as an underground mine. Geophysical surveys and structural geology reviews have identified high-priority anomalies expanding our target area to the east of the mine spanning a two-kilometer by one-kilometer area within the current plan of operation, and the Company is refining drill targets for these areas.
Trade-off studies and alternative analyses will continue in 2025, evaluating grinding methods, flotation cell configurations, and sulfide conversion processes such as pressure oxidation and roasting to optimize recoveries and explore additional by-product revenue streams. These efforts will support the development of optimal process flow sheets, with updates to the technical report anticipated in the second half of 2025. The Company remains committed to maintaining the Hycroft Mine and strengthening its balance sheet to support these initiatives.
Exploration and development costs decreased $1.1$4.7 million during the year ended December 31, 2024,2025, primarily due to a reduction in explorationreduced drilling toas onlythe coreCompany drillingfocused toon betterincorporating understandthe 2024 Drill Program results and refining the structural complexitiesframework and mapping programs into an updated geologic model during the first half of the2025. newThe high-grade2025-2026 silverDrill dominantProgram trendsbegan atin Brimstoneearly andAugust Vortex and test their extensions.2025.
Mine site costs increased $4.8 million during the year ended December 31, 2025, primarily attributed to a $2.5 million agreement signed in November 2025 to terminate the Crofoot Royalty agreement and a $1.5 million payment for sulfur and other mineral rights within certain patented and unpatented mining claims.
General and administrative costs were relatively flat year over year.
Depreciation and amortization
Depreciation and amortization expense decreased $0.2 million during the year ended December 31, 2025, primarily due to certain assets becoming fully depreciated and modest capital additions in recent periods.
Other (income), net
General and administrative costs increased $1.8 million during the year ended December 31, 2024, primarily due to increased professional fees associated with strategic activities, in addition to the Company reaching a settlement agreement with a supplier regarding a consignment agreement for crusher liners that resulted in a $1.2 million gain in the prior year, see Note 9 – Accounts Payable, Accrued Expenses, and Other Liabilities to the Notes to the Financial Statements for further detail.
Gain on asset sales
GainOperating onOther asset(income), salesnet increaseddecreased $8.9$9.2 million during the year ended December 31, 2024,2025, primarily due to a $4.2year-over-year reduction in net gain, $0.2 million gainfor on sale of equipment in 20242025 as compared to a $0.5$9.4 million gain on sale of equipment in 2023, a $3.6 millionnet gain onfor sale2024. of patents and intellectual property, and a $1.6 million gain on forfeiture of non-refundable deposits, seeSee Note 1715 – Other income,income (loss), net to the Notes to the Consolidated Financial Statements for further detail.
Mine site costs decreased $1.4 million during the year ended December 31, 2024, primarily attributed to reduced year-over-year activities at the mine site, along with reduced expenses related to the net proceeds from the sale of carbon containing gold and silver that was initially intended for disposal.
During the year ended December 31, 2024, the Company recorded a $7.1 million charge to its asset retirement obligation estimate. The change in estimate accounts for changes in: (i) the Standardized Reclamation Cost Estimator Unit Cost Data, (ii) a revised engineering design for impervious cover placement requiring additional volumes of cover material on the Crofoot heap leach pad, (iii) adjustments to the project timeline, (iv) increased costs due to additional equipment, longer haul distances, and other costs exceeding prior estimates, and (v) accretion. See Note 10 – Asset Retirement Obligation to the Notes to the Financial Statements for additional information.
During the year ended December 31, 2023,2025, the Company recorded a $2.9$2.7 million reductiondecrease toin its asset retirement obligation estimate. TheThis change in estimate duringwas theprimarily yeardriven ended December 31, 2023, reflected a net decrease in estimate attributable to the completion of part of the Crofoot leach pad re-sloping andby the change in timing of water treatment Phases 2 and 3, and evaporation over a three-year period at the endanticipated ofreclamation theactivities minerelated life,to partlysolution offset by increased labor and equipment costs.management.
During the year ended December 31, 2024, the Company recognized a $5.9 million increase in its asset retirement obligation estimate. This change in estimate took into consideration: (i) the Standardized Reclamation Cost Estimator Unit Cost Data, (ii) a revised engineering design for impervious cover placement requiring additional volumes of cover material on the Crofoot heap leach pad, (iii) adjustments to the project timeline, (iv) increased costs due to additional equipment, longer haul distances, and other costs exceeding prior estimates, and (v) accretion. See Note 9 – Asset retirement obligation to the Notes to the Consolidated Financial Statements for additional information.
Depreciation, amortization, and inventory adjustments
Depreciation, amortization, and inventory adjustments expense decreased $0.5 million during the year ended December 31, 2024, primarily due to certain assets nearing full depreciation and fewer significant capital additions in recent periods.
Non-operating income (expense), net
Interest expense decreased $8.9 million during the year ended December 31, 2025, primarily driven by the Company extinguishing all of its debt on October 15, 2025. The year ended December 31, 2024, included $6.9 million of accelerated amortization of original issue discount and issuance costs related to voluntary first lien debt prepayments in early 2024. See Note 11 – Debt, net to the Notes to the Consolidated Financial Statements for additional information.
Interest income was flat year over year with interest income of $4.4 million during both the year ended December 31, 2025, and the year ended December 31, 2024.
Interest income decreased $3.9 million during the year ended December 31, 2024, primarily due to a decrease in investment interest of $2.9 million, a decrease in interest earned on the contract for the sale of a semi-autogenous (“SAG”) mill and Ball Mill classified in assets held-for-sale of $0.7 million, and a decrease in interest earned on Restricted cash of $0.4 million, partially offset by an increase in interest earned on prior period tax refunds of $0.2 million.
Other income (loss) income,, net
Non-operating Other income (loss), net increased $12.0 million during the year ended December 31, 2025, primarily due to a $9.2 million gain on the extinguishment of debt and $1.8 million unrealized gain on securities, as compared to a $1.5 million other loss that included a $1.6 million unrealized loss on securities in 2024. See Note 15 – Other income (loss), net to the Notes to the Consolidated Financial Statements for further detail.
Other (loss) income, net decreased $1.7 million during the year ended December 31, 2024, primarily due to a $1.6 million unrealized loss on securities.
Interest expense increased $1.5 million during the year ended December 31, 2024, primarily due to $6.9 million of accelerated amortization of original issue discount and issuance costs related to voluntary first lien debt prepayments, which was partially offset by lower interest expense on that debt. See Note 11 – Debt, Net to the Notes to the Financial Statements for additional information.
The Company’s unrestricted cash position at December 31, 2025, was $181.7 million, as compared with $49.6 million at December 31, 2024. The increase in unrestricted cash was due to: (i) proceeds from two public equity offerings and a private placement, (ii) proceeds from the Company’s New ATM Program, and (iii) proceeds from warrant exercises, partially offset by debt payments, including paid-in-kind, and accrued interest, of $125.5 million. Specific activities undertaken included:
Equity
•On June 12, 2025, through a public offering, the Company sold 13,824,117 Units of the Company, including the underwriters’ overallotment exercised on July 11, 2025. Each unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant. Each warrant is exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months. Including the underwriters’ overallotment that closed on July 11, 2025, the Company raised total net proceeds of $44.5 million, after deducting underwriting discounts and direct expenses of $3.8 million.
•On September 2, 2025, the Company sold 14,017,056 units of the Company through a private equity placement with three accredited investors. Each unit consisted of one share of common stock and one-half of one warrant to purchase one share of common stock. Each Warrant is exercisable to purchase one share of common stock of the Company at a price of $6.00 per share with a two-year exercise period. Total proceeds raised was $60.0 million.
•On October 9, 2025, through a public offering, the Company raised $164.6 million net proceeds after underwriting discounts, commissions and net issuances expense of $6.8 million.
•During 2025, the Company raised a total of $11.3 million in net proceeds from warrant exercises - $9.9 million from $4.20 warrants and $1.4 million from $6.00 warrants.
•During 2025, the Company sold 979,308 shares under the New ATM Program for net proceeds of $5.5 million, after deducting commissions and direct expense of $0.2 million.
•On October 15, 2025, the Company made payments totaling $125.5 million to fully extinguish its remaining debt, including accrued interest. The Company first repaid the outstanding $15.0 million principal balance of its first-lien debt, along with $0.1 million in accrued interest. The Company then repurchased subordinated notes with an aggregate face value of $120.8 million, plus approximately $0.5 million in accrued paid-in-kind interest, at a 9% discount to face value for a total of $110.4 million. The Company also incurred transaction expenses of $0.1 million.
The Company’s unrestricted cash position at December 31, 2024, was $49.6 million, as compared with $106.2 million at December 31, 2023. The reduction in unrestricted cash was due to cash used in operating and investing activities totaling $29.6 million along with debt payments of $38.1 million, including voluntary first lien debt prepayment of $38.0 million in January 2024. In addition to cash from sales of equipment, patents, and intellectual property totaling $7.6 million for the year ended December 31, 2024, the Company raised cash through its ATM Program and New ATM Program as follows, and as discussed in Note 15 – Stockholders’ Equity in the Notes to the Financial Statements:
•On June 2, 2023, the Company filed a prospectus supplement reactivating the ATM Program. As of December 31, 2023, $360.3 million of common stock was available for issuance under the ATM Program. On March 19, 2024, the Company filed a prospectus supplement under the baby shelf rule (Instruction I.B.6. of Form S-3), limiting sales to one-third of its public float over any 12-month period while the public float remained below $75.0 million. This supplement revised the maximum shares available for sale through the ATM Program to $15.3 million. However, on April 11, 2024, the Company’s public float exceeded $75.0 million, and a new prospectus supplement filed on May 15, 2024, increased the available shares for sale under the New ATM Program to an aggregate offering price of $100.0 million.
•On May 15, 2024, the Company filed a new $350.0 million prospectus subject to Instruction I.B.6 to Form S-3, referred to as a universal shelf registration statement, that included the $100.0 million New ATM Program. The universal shelf registration statement became effective on May 31, 2024, replacing the prior universal shelf registration statement filed on June 30, 2021.
•During the years ended December 31, 2024 and 2023, under the ATM Program and New ATM Program, the Company sold 3,821,362 (including 828,815 under the New ATM Program and 2,992,547 under the ATM Program) and 523,328 (under the ATM Program) shares of common stock, respectively, for aggregate gross proceeds, before commissions and offering expenses, of $12.6 million (including $2.2 million under the New ATM Program and $10.4 million under the ATM Program) and $1.1 million (under the ATM Program), respectively.
•On December 29, 2025, the Company filed a $500 million universal shelf registration statement that became effective January 12, 2026. The Company believes its existing liquidity is sufficient to meet our operating and capital requirements; however, the universal shelf registration statement provides additional flexibility to raise capital efficiently if needed.
As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to repay debt and fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. While the Company has been successful in the past raising funds through equity and debt financings, and restructuring its debt, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs or on terms acceptable to the Company. If funds are unavailable, the Company may be required to materially change its business plan. However, the Company currently believes its existing liquidity is sufficient to meet our operating and capital requirements for the next 12 months from the date of this Form 10-K.
The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economic options, including termination of certain agreements in accordance with their terms; (vi) decreasing Restricted cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) workingextinguishing with existing debt holders to adjust debt service requirements.debt.
In addition, the Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additional capital or restructure its debt, which may result in a default of the first lien loan that could trigger a cross acceleration default of the subordinated debt.capital.
(1)After satisfying the conditions for a Required Exercise under the 2025 Private Placement Warrant Agreement, Hycroft issued the Notice of Required Exercise of Common Stock Purchase Warrant to the remaining Private Placement warrant holders on December 14, 2025. The Notice requires the exercise of 6,891,719 warrants at the exercise price of $6.00 per warrant for net proceeds of $41.4 million. After the Notice of Required Exercise and through December 31, 2025, 111,809 Private Placement Warrants were exercised for net proceeds of $0.7 million. The remaining 6,779,910 shares of the Private Placement Warrants to be exercised and the associated funding occurred in January 2026.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Largest changes
“As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, risk factors are not required to be included in a Quarterly Report and, therefore, are omitted from this filing.”see in full comparison
“There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.”see in full comparison
Full comparison: every changed paragraph (2)
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, risk factors are not required to be included in a Quarterly Report and, therefore, are omitted from this filing.
Management's Discussion & Analysis (MD&A)
New heading “Technical Report Summary and Initial Assessment with Economic Analysis”
Removed heading “Metallurgical and variability test work”
Removed heading “Future capital and cash requirements”
Largest changes
“Prior to the repayment of debt on October 15, 2025, the Company’s debt agreements contained representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for the agreements of these types. The Company currently has no debt-related covenants.”see in full comparison
“During the three months ended March 31, 2026, the Company continued drilling under the 2025–2026 Exploration Drill Program, which is focused on expanding the new high-grade silver mineral systems. Approximately 9,255 meters of drilling have been completed on 26 exploration holes in the high-grade silver systems since initiating the Program on August 3, 2025. Drilling in the Brimstone zone is supported by the Induced Polarization (“IP”) geophysics program, which identified a large chargeability anomaly at 400 to 500 meters depth. …”see in full comparison
“Technical Report Summary and Initial Assessment with Economic Analysis”see in full comparison
“During the first quarter of 2026, the Company continued the 2025–2026 Exploration Drill Program on the high-grade silver dominant zones in Brimstone and Vortex, completing more than 9,000 meters of drilling under the program to date, and issued an updated Mineral Resource Technical Report (the “2026 Hycroft TRS”), that was the culmination of the extensive metallurgical and variability test work completed in 2025. …”see in full comparison
“As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to repay debt and fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. …”see in full comparison
Full comparison: every changed paragraph (47)
The following discussion, which has been prepared based on information available to us as of AprilJuly 27, 2026, provides information 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 unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026 (the “Financial Statements”) and the notes thereto (the “Notes”) included in this Quarterly Report on Form 10-Q for the three and six months ended MarchJune 31,30, 2026, as well as our other reports filed with the Securities and Exchange Commission (“SEC”) from time to time, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2025. Terms not defined herein have the same meaning defined in the Financial Statements and the Notes.
We are a U.S.-based gold and silver exploration-stage issuer that owns the Hycroft Mine in Nevada. Our focus is onto exploring the mine’s approximately 64,000 acres of claims and developingtransition the project to the next phase of operations by milling the sulfide mineralization. With the recent high-grade silver discoveries at Brimstone and Vortex, the Company is also engaged in a safe,robust environmentallydrill responsible,program andto cost-effectivefurther way.define Wethese completedareas processingas we optimize the golddevelopment andplan silverthat ore previously placed on leach pads bydelivers the endhighest ofeconomic Decembervalue. 2022.During Wethis development period we do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and resumeinitiate mining and processing operations.
We reported no lost-time incidents during the threesix months ended MarchJune 31,30, 2026, and continue to operate in excess of 1.4 million work hours without a lost-time incident. The Hycroft Mine’s total recordable injury frequency rate (“TRIFR”) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages. During the threesix months ended MarchJune 31,30, 2026, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to maintaining a TRIFR of 0.001.02 at bothJune March30, 31, 2026, and December 31, 2025.2026. We will continue to evolve our safety efforts as needed to keep our workforce, contractors, and visitors safe.
During the six months ended June 30, 2026, the Company continued the 2025–2026 Exploration Drill Program focused on expanding the two high-grade silver systems at Brimstone and Vortex, completing approximately 10,000 meters of drilling during the period and approximately 15,800 meters of drilling under the program that began in August 2025.
In June 2026, the Company 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 supersedes the previously disclosed Hycroft Mine Initial Assessment and Technical Report Summary with an effective date of January 21, 2026 (the “February 2026 Hycroft TRS”).
The May 2026 Hycroft TRS provides an updated initial assessment with an economic analysis based on a conventional open pit mining operation. Incorporating the mineral resource estimate and metallurgical results disclosed in the February 2026 Hycroft TRS, the May 2026 Hycroft TRS includes updated mine planning, capital and operating cost assumptions, and a preliminary economic analysis indicating potential positive project economics, including a post‑tax net present value of approximately $4.3 billion using a 5% discount rate and a post‑tax internal rate of return of approximately 16.9%, based on assumed commodity prices of $3,600.00 per ounce for gold and $48.00 per ounce per silver.
The Company continued to strengthen its liquidity position with a strong cash position and a debt-free balance sheet.
During the first quarter of 2026, the Company continued the 2025–2026 Exploration Drill Program on the high-grade silver dominant zones in Brimstone and Vortex, completing more than 9,000 meters of drilling under the program to date, and issued an updated Mineral Resource Technical Report (the “2026 Hycroft TRS”), that was the culmination of the extensive metallurgical and variability test work completed in 2025. The 2026 Hycroft TRS, which was filed February 18, 2026, reflects an updated initial assessment supporting the disclosure of mineral resources at the Hycroft Mine - an approximate 55% increase in measured and indicated mineral resources for both gold and silver mineral resources of 16.4 million ounces and 562.6 million ounces, respectively. It outlines plans to process sulfide and some transition mineralization using a milling and pressure oxidation (“POX”) process, while oxide mineralization and other transitional mineralization will be processed through heap leaching. The Company continued to strengthen its liquidity position with a strong cash position and a debt-free balance sheet.
During the six months ended June 30, 2026, the Company continued the 2025–2026 Exploration Drill Program completing approximately 10,000 meters of drilling toward the approximately 22,000 meters planned for 2026. The program is focused on expanding the new high-grade silver systems at Vortex and Brimstone. Since initiating the 2025–2026 Exploration Drill Program in August of 2025, the Company has completed approximately 15,800 meters of drilling towards the original 26,000 meter program. Drilling in the Brimstone system is currently focused on three areas: (1) the main high-grade system to further extend the mineralization along strike and to the north, (2) the deep southern extension of Brimstone targeting the previously identified geophysics target indicating a potential feeder system at depth, and (3) the near surface Brimstone mineralization which could potentially be mined as open pit or underground. The geophysics target and very high-grade system are the Company’s primary focus in the Brimstone system. Vortex drilling is focused on expanding the high-grade silver system which remains open in all directions and at depth. Results from both Brimstone and Vortex are anticipated in the third quarter of 2026 with additional results expected throughout the ongoing drill program. Reverse circulation (“RC”) drilling began late in 2025 and is expected to be completed in the fourth quarter of 2026. The RC drilling is being conducted to complete some infill drilling in addition to obtaining information for evaluating a potential restart of the heap leach operation.
Technical Report Summary and Initial Assessment with Economic Analysis
The Company, together with its third-party consultants, completed the May 2026 Hycroft TRS prepared in accordance with the SEC’s Modernization of Property Disclosures for Mining Registrants under subpart 1300 of Regulation S‑K. The May 2026 Hycroft TRS was filed on June 2, 2026, and supersedes the February 2026 Hycroft TRS and incorporates the mineral resource estimate and metallurgical test work previously reported therein. The principal enhancement reflected in the May 2026 Hycroft TRS is the addition of a preliminary economic analysis for an open pit mining operation utilizing conventional processing technology. Based on measured and indicated resources and certain financial assumptions, including assumed commodity prices of $3,600.00 per ounce of gold and $48.00 per ounce of silver, the preliminary economic analysis reflects a 51-year life of mine, a post-tax net present value of approximately $4.3 billion using a 5% discount rate, a post-tax internal rate of return of approximately 16.9%, and a post-tax payback period of approximately 4.7 years.
The May 2026 Hycroft TRS provides a comprehensive preliminary economic assessment of the Hycroft Mine based on the mineral resources disclosed in the February 2026 Hycroft TRS and includes an updated evaluation of the potential economic viability of those resources. The project remains in the evaluation stage, and the preliminary economic assessment does not constitute a construction decision. Additional engineering, technical studies, permitting, financing and other activities will be required before any such decision is made.
During the three months ended March 31, 2026, the Company continued drilling under the 2025–2026 Exploration Drill Program, which is focused on expanding the new high-grade silver mineral systems. Approximately 9,255 meters of drilling have been completed on 26 exploration holes in the high-grade silver systems since initiating the Program on August 3, 2025. Drilling in the Brimstone zone is supported by the Induced Polarization (“IP”) geophysics program, which identified a large chargeability anomaly at 400 to 500 meters depth. The first three holes drilled in the IP anomaly were completed in the fourth quarter of 2025, and the results were returned in the first quarter of 2026, extending the mineralized system approximately 150 meters down dip from the high-grade Brimstone deposit. Drilling in 2026 has continued focusing on this target, with assay results expected in the second quarter of 2026. Additionally, the 2025 drilling in Vortex extended high-grade mineralization further west at structural intersections of the Central, Albert, and Wild Rose faults, opening opportunity north and south as well as down dip. The results from the Vortex program show higher than expected grades for both silver and gold, and with better continuity than previously observed in the high-grade Vortex system. The high-grade drill program will continue to focus on this productive structural zone. Additionally, the Company began investigating potential leach opportunities in Bay at the north end of the property in late 2025. The results from this part of the program are also currently pending, with results anticipated to be returned in the second half of 2026. The exploration team also continues to refine the structural framework as supported by drilling and mapping programs into an updated geologic model.
Metallurgical and variability test work
During the three months ended March 31, 2026, the Company issued an updated Mineral Resource Technical Report. It also advanced with metallurgical work for designing a sulfide milling operation. The Company has been testing composite samples that represent the various material characteristics in the sulfide ore. Crushing, grinding, flotation, pressure oxidation, and leaching work have identified improvements in gold and silver recoveries. The Company’s test work for identifying the optimal inputs and operating parameters is continuing in 2026. Once the Company completes the metallurgical roasting testing, it will conduct trade-off studies using the test results to assess whether roasting technology could offer superior project economics compared to pressure oxidation technology for the Hycroft Mine.
Our plan is to continue operating safely and in an environmentally responsible manner while advancing the Hycroft Mine towards development and exploration activities focused on expanding the two high-grade silver systems. Drilling will be accelerating at both Brimstone and Vortex with the arrival of two additional core drill rigs in the third quarter of 2026, increasing the total to four core drill rigs. The Company is evaluating a potential high-grade mining scenario that includes designing an exploration decline capable of supporting an underground mining operation and would also improve drilling efficiency and reduces cost. We will also continue to actively manage our cash resources to fund these initiatives.
Our plan is to continue operating safely and in an environmentally responsible manner while advancing exploration and development activities. Key 2026 priorities include executing the 2025–2026 Drill Program by adding two core drill rigs (four core rigs total) and accelerate exploration drilling to expand the two high-grade silver systems. Additional 2026 activities include assessing the potential for a high-grade underground mining scenario, completing a technical study with economics based on milling and pressure oxidation of sulfide mineralization, advancing the metallurgical test work for roasting sulfide concentrates, assessing the potential restart of mining leachable oxide and transition material, and reviewing district exploration targets to unlock broader mineral resource potential. We plan to continue managing our cash and capital market activities to maintain adequate funding for these priorities and activities.
During the three and six months ended MarchJune 31,30, 2026, General and administrative costs totaled $34.2$15.2 million and $49.4 million, respectively, as compared to $2.9$3.5 million and $6.4 million, respectively, for the same periodperiods of 2025, primarily due to (i) discretionary restricted stock unit make‑whole awards with certain related cash payments, intended solely to compensate certain plan participants for the reductions to their cumulative target long-term incentive opportunities for 2023–2025 (collectively “Make-whole Awards”) of $24.1$34.1 million, of which $15.5$25.5 million was non-cash, and (ii) a one‑time $4.5 million extraordinary cash bonus awarded to the Company's named executive officers and certain other employees to recognize the leadership team's execution of transformational financings completed during 2025.2025, and (iii) increased capital markets and investor relations activities.
During the three and six months ended MarchJune 31,30, 2026, Exploration and development costs totaled $9.7$8.6 million and $18.2 million, respectively, as compared to $3.0$2.3 million and $5.3 million, respectively, for the same periodperiods of 2025, primarily due to (i) restricted stock unit Make‑whole Awards of $2.3 million, of which $1.5 million was non-cash, and (ii) the Company expanded drilling under the 2025–2026 Exploration Drill Program, which is focused on expanding the new high-grade silver mineral systems.systems, and (ii) restricted stock unit Make‑whole Awards of $3.4 million, of which $2.6 million was non-cash.
During the three and six months ended MarchJune 31,30, 2026, Mine site costs totaled $5.4$3.9 million and $9.3 million, respectively, as compared to $2.5$2.7 million and $5.2 million, respectively, for the same periodperiods of 2025, primarily due to (i) restricted stock unit Make‑whole Awards of $2.5$3.6 million, of which $1.6$2.7 million was non-cash, and (ii) the ramp up of activity to support the exploration drilling program.
During the three and six months ended MarchJune 31,30, 2026, Depreciation and amortization expense totaled $0.4$0.3 million and $0.7 million, respectively, as compared to $0.5 million and $1.0 million, respectively, for the same periodperiods of 2025, primarily due to certain assets becoming fully depreciated and modest capital additions in recent periods.
Asset retirement obligation adjustments and accretion expense
During the three and six months ended June 30, 2026, Asset retirement obligation adjustments and accretion totaled $5.4 million and $5.1 million, respectively, as compared to expense of $0.3 million and $0.7 million, respectively, for the same periods of 2025. For the three and six months ended June 30, 2026, the Company recognized a downward adjustment of $5.7 million resulting from a change in estimate related to the extension of the life-of-mine based on the May 2026 Hycroft TRS. No adjustments were recognized during the three and six months ended June 30, 2025.
During the three months ended March 31, 2026, Asset retirement obligation accretion expense totaled $0.3 million, as compared to $0.3 million for the same period of 2025. For the three months ended March 31, 2026 and 2025, the Company recognized no asset retirement obligation adjustments resulting from a change in estimate. See Note 8 – Asset retirement obligation to the Notes to the Financial Statements for additional information.
During the three and six months ended MarchJune 31,30, 2026, Interest income totaled $1.9$1.8 million and $3.7 million, respectively, as compared to $0.7 million and $1.4 million, respectively for the same periodperiods of 2025,2025. The increase was primarily due to an increase in investment interest of $1.3 million, resulting from an increase in invested cash.
During the three and six months ended MarchJune 31,30, 2026, Other loss totaled $0.1nil and $0.2 million, respectively, primarily due to an unrealizeda loss on equity investment securities. For the same periodperiods of 2025, Other gain totaled $0.1$0.4 million and $0.5 million, respectively, primarily due to an unrealizeda gain on equity investment securities.
During the three and six months ended MarchJune 31,30, 2026, Interest expense totaled $was nil, respectively, as compared to $3.4$3.5 million and $6.9 million, respectively, for the same periodperiods of 2025,2025. The decrease was due to the Companyrepayment extinguishingand extinguishment of all outstanding debt induring the fourth quarter of 2025. See Note 11 – Debt, net to the Notes to the Financial Statements for additional information.
The Company’s unrestricted cash position at MarchJune 31,30, 2026, was $189.0$220.5 million, as compared with $181.7 million at December 31, 2025. For the threesix months ended MarchJune 31,30, 2026, the Company receivedraised cash primarily from the exercise of warrants,warrants and asissuance discussedof incommon stock under its at-the-market equity offering program (the “New ATM Program”), and generating proceeds of $43.4 million and $35.8 million, respectively. See Note 910 – Stockholders’ equity in the Notes to the Financial Statements,Statements includingfor netadditional proceeds of $40.7 million from 6,779,910 warrants issued as part of the 2025 Private Placement that were exercised at the warrant exercise price of $6.00 per warrant and net proceeds of $2.8 million from 661,483 warrants issued as part of the 2025 Public Offering that were exercised at the warrant exercise price of $4.20 per warrant.information.
As the Company is in an exploration and development stage, it does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to fund the business. The Company believes its current unrestricted cash balances are sufficient to fund its planned development and explorations activities, including advancing the two high-grade silver systems at Brimstone and Vortex, for the foreseeable future. Future development activities, changes in business objectives, acceleration of project advancement, adverse market conditions, or other unforeseen circumstances could require additional capital, and the amount and timing of any such requirements remain uncertain.
As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to repay debt and fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. While the Company has been successful in the past in raising funds through equity and debt financings and restructuring its debt, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs or on terms acceptable to the Company. If funds are unavailable, the Company may be required to materially change its business plan.
The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economic options, including termination of certain agreements in accordance with their terms; (vi) decreasing Restricted cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts, including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) extinguishingmaintaining debt.a debt-free balance sheet.
In addition, theThe Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additional capital.
The Company has placed substantially all its cash in operating and investment accounts with well-capitalized financial institutions, thereby ensuring balances remainremaining readily available. TheA Companysignificant usesportion of the Company’s cash is invested in AAAm rated U.S. Government Money Market FundsFunds, forwhile itsother cash investments.balances are held through programs that provide Federal Deposit Insurance Corporation ("FDIC") coverage.
ThreeSix months ended MarchJune 31,30, 2026 compared to threesix months ended MarchJune 31,30, 2025
DuringFor the threesix months ended MarchJune 31,30, 2026, the Company used $31.3$44.1 million of cash in operating activities primarily attributable to a net loss of $48.3$69.0 million, the cash impact of which was $28.2$41.0 million. Working capital used $3.1 million of cash, includingwhich primarily includes cash used for Accounts payable, accrued expenses, and other liabilities of $3.5$3.8 million, partially offset by cash provided by PrepaidsContract and Depositsliabilities of $0.5$0.8 million. The largest non-cash item included in Net loss for the threesix months ended MarchJune 31,30, 2026 was Stock-based compensation of $19.1$32.2 million, partially offset by Asset retirement obligation adjustments and accretion of $5.1 million.
DuringFor the threesix months ended MarchJune 31,30, 2025, the Company used $9.7$18.7 million of cash in operating activities primarily attributable to a net loss of $11.8$23.5 million, the cash impact of which was $7.5$15.1 million. ThereWorking wascapital aused $2.2$3.6 million deficitof to working capital,cash, including cash used for Accounts payable, accrued expenses, and other liabilities of $3.1$3.2 million. The largest non-cash item included in Net loss for the threesix months ended MarchJune 31,30, 2025 was Non-cash interest expense, including discount and issuance costsexpense of $3.0$6.1 million.
For the threesix months ended MarchJune 31,30, 2026, investing activities used cash of $0.5$0.2 million, comprised of Additions to property, plant, and equipment of $0.6$0.8 million, partially offset by Proceeds from sale of assetsequity investment securities of $0.1$0.6 million.
DuringFor the threesix months ended MarchJune 31,30, 2025, investing activities used cash of $0.1$0.3 million, comprised of Additions to property, plant, and equipment of $0.2$0.4 million, partially offset by Proceeds from sale of assets of $0.1 million.
For the threesix months ended MarchJune 31,30, 2026, financing activities provided net cash of $39.3$75.0 million that was primarily related to Proceedsproceeds received from warrantthe exercisesExercise of $43.5warrants million,of $43.4 million and the Issuance of common stock of $35.8 million under the New ATM Program, partially offset by Taxes paid related to net share settlement of equity awards of $4.2 million.
For the threesix months ended MarchJune 31,30, 2025, financing activities provided net cash of $0.2$40.8 million that was primarily related to Proceedsproceeds received from issuancethe Issuance of common stock offrom $0.3a million,public partially offset by Principal payments and Public offering issuance costs of $0.1 million.offering.
Future capital and cash requirements
The following table provides the Company’s gross contractual cash obligations as of March 31, 2026, which are grouped in the same manner as they are classified in the Unaudited Condensed 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 (in thousands):
(1)The Company is required to pay a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine (under the Sprott Royalty Agreement), payable monthly, which also includes an additional amount for withholding taxes payable by the royalty holder. Amounts presented above incorporate mineral resource estimates as reported in the 2026 Hycroft TRS.
(2)Mining operations are subject to extensive environmental regulations in the jurisdictions in which they are conducted, and we are required, upon cessation of operations, to reclaim and remediate the lands that our operations have disturbed. The estimated undiscounted inflated cash outflows of these remediation and reclamation obligations are reflected here. In the above presentation, no offset has been applied for the $58.9 million of our reclamation bonds or for the $22.6 million of cash collateral for those surety bonds included in Restricted Cash.
Debt covenants
Prior to the repayment of debt on October 15, 2025, the Company’s debt agreements contained representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for the agreements of these types. The Company currently has no debt-related covenants.
As of MarchJune 31,30, 2026, the Company’s off-balance sheet arrangements consisted of a net smelter royalty arrangement. See Note 17 – Commitments and contingencies in the Notes to the Financial Statements for additional information.
HYMC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 100,000 shares, about $3.8M) and open-market sales in 6 filings (4 insiders, 4 trade dates, 99,873 shares, about $2.9M). Net open-market shares: 127 (purchases minus sales); net value about $899.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-01 | Rhodes Blake |
Grant/award | 2,257 | — | — |
| 2026-09-01 | Rhodes Blake |
Grant/award | 1,811 | — | — |
| 2026-09-01 | Olmsted Josh F. |
Grant/award | 2,257 | — | — |
| 2026-09-01 | Olmsted Josh F. |
Grant/award | 1,811 | — | — |
| 2026-09-01 | Cheuiche Godoy Marcelo |
Grant/award | 2,257 | — | — |
| 2026-09-01 | Cheuiche Godoy Marcelo |
Grant/award | 1,811 | — | — |
| 2026-09-01 | Obrien Richard T |
Grant/award | 2,264 | — | — |
| 2026-09-01 | Obrien Richard T |
Grant/award | 2,257 | — | — |
| 2026-08-27 | Jennings Rebecca |
Grant/award | 9,226 | — | — |
| 2026-06-30 | Thomas David Brian |
Shares withheld for tax | 5,195 | $23.27 | $120.9K |
| 2026-06-30 | Rideout Stanton K |
Shares withheld for tax | 7,483 | $23.27 | $174.1K |
| 2026-06-30 | Jennings Rebecca |
Shares withheld for tax | 5,195 | $23.27 | $120.9K |
| 2026-06-30 | Garrett Diane R |
Shares withheld for tax | 12,986 | $23.27 | $302.2K |
| 2026-06-16 | Thomas David Brian |
Open-market sale | 25,000 | $26.32 | $658.0K |
| 2026-06-15 | Jennings Rebecca |
Open-market sale | 1,194 | $28.64 | $34.2K |
| 2026-06-12 | Jennings Rebecca |
Open-market sale | 15,329 | $26.25 | $402.4K |
| 2026-06-04 | Thomas David Brian |
Open-market sale | 9,000 | $30.15 | $271.4K |
| 2026-06-04 | Rideout Stanton K |
Open-market sale | 16,500 | $30.18 | $498.0K |
| 2026-06-04 | Garrett Diane R |
Open-market sale | 21,550 | $31.50 | $678.8K |
| 2026-06-04 | Jennings Rebecca |
Open-market sale | 11,300 | $30.27 | $342.1K |
| 2026-04-24 | 2176423 Ontario Ltd. |
Open-market purchase | 100,000 | $37.84 | $3.8M |
| 2026-04-16 | Colby Eric B |
Grant/award | 16,482 | — | — |
| 2026-03-09 | Weng Thomas S. |
Grant/award | 5,231 | — | — |
Well-known investors holding HYMC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 730,125 | $17.1M | 0.02% | Added 141% |
| Millennium Management (Israel Englander) | 2026-06-30 | 286,168 | $6.7M | 0.0% | Reduced 51% |
| Two Sigma Investments | 2026-06-30 | 98,268 | $2.3M | 0.0% | Added 249% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 52,900 | $1.2M | 0.0% | Reduced 94% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 10,465 | $244.9K | 0.0% | New position |