Filed Pursuant to Rule 424(b)(5)
Registration No. 333- 257567
Prospectus Supplement
(To Prospectus Dated July 13, 2021)
Up
to $500,000,000 of Shares
Hycroft
Mining Holding Corporation
Class A Common Stock
This prospectus supplement
and the accompanying prospectus relate to the issuance and sale from time to time of shares of our Class A common stock, par value $0.0001
per share (our “common stock”), through or to B. Riley Securities, Inc. (the “Agent”) as sales agent or principal,
having an aggregate gross sales price of up to $500,000,000. These sales, if any, will be made pursuant to the terms of the At Market Issuance
Sales Agreement, dated March 15, 2022, between us and the Agent (the “Sales Agreement”).
Sales of our common stock,
if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at-the-market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with the terms of
the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts,
consistent with its normal trading and sales practices, to sell on our behalf all of the shares designated by us. We may instruct the
Agent not to sell any shares if the sales cannot be effected at or above the price designated by us in any such instruction.
Under the terms of the Sales
Agreement, we also may sell shares of our common stock to the Agent as principal for its own account at a price agreed upon at the time
of the sale. If we sell shares of our common stock to the Agent as principal, we will enter into a separate terms agreement with the Agent
and we will describe that agreement in a separate prospectus supplement or pricing supplement.
Our common stock is listed
on Nasdaq under the trading symbol “HYMC.” The market prices and trading volume of shares of our common stock have recently
experienced, and may continue to experience, extreme volatility, which could cause purchasers of our common stock to incur substantial
losses. For example, during 2022 to date, the market price of our common stock has fluctuated from an intra-day low of $0.284 per share
on March 2, 2022 to an intra-day high of $2.65 on March 11, 2022 and the last reported sale price of our common stock on Nasdaq on March
14, 2022, was $1.39 per share.
During
2022 to date, daily trading volume ranged from approximately 78.900 to 340,227,500 shares. Within the last seven business days, the market
price of our common stock has fluctuated from an intra-day low of $0.288 on March 3, 2022 to an intra-day high of $2.65 on March 11, 2022.
Under the circumstances, we caution you against investing in our Class A common stock, unless you are prepared to incur
the risk of losing all or a substantial portion of your investment. See “Risk Factors — Risks Related
to this offering and our common stock.”
We will pay the Agent a commission
equal to 3.0% of the gross sales price per share of our common stock sold through the Agent under the Sales Agreement. The net proceeds
from any sales under this prospectus supplement will be used as described under “Use of Proceeds” in this prospectus supplement.
Investing in our common stock involves risks.
See “Risk Factors” beginning on page S-9 of this prospectus supplement and on page 6 of the accompanying prospectus,
as well as those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, our Quarterly Report
on Form 10-Q for the quarter ended September 30, 2021, our Current Report on Form 8-K filed on March 15, 2022 and our other reports
and documents we filed with the Securities and Exchange Commission (the “SEC”) that we incorporate herein by reference.
Neither
the SEC, any state securities commission, nor any other regulatory body has approved or disapproved of these securities or determined
if this prospectus supplement and the prospectus to which it relates are truthful and complete. Any representation to the contrary is
a criminal offense.
B. Riley Securities
The date of this prospectus supplement is March
15, 2022
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
BASE PROSPECTUS
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is
this prospectus supplement, which describes the specific terms of this offering and the shares offered hereby, and also adds to and updates
information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement
and the base prospectus. The second part, the base prospectus, gives more general information and disclosure. When we refer only to the
prospectus, we are referring to both parts combined, and when we refer to the accompanying prospectus, we are referring to the base prospectus.
If there is any inconsistency between information
contained in or incorporated by reference into the base prospectus and information contained in or incorporated by reference into this
prospectus supplement, you should rely only on the information contained in or incorporated by reference into this prospectus supplement.
This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important information
about us, the shares being offered and other information you should know before investing. You should read this prospectus supplement
and the accompanying prospectus together with the incorporated document described in this prospectus supplement under the headings “Where
You Can Find More Information” and “Incorporation of Certain Documents by Reference” before investing in our common
stock.
You should rely only on the information contained
in or incorporated by reference into this prospectus supplement and the accompanying prospectus and any free writing prospectus relating
to this offering prepared by or on behalf of us or to which we have referred you. We have not, and the Agent has not, authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. Neither we nor the Agent takes responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. We are not, and the Agent is not, making an offer to sell these shares in any jurisdiction where the offer or
sale thereof is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus,
any free writing prospectus relating to this offering prepared by or on behalf of us or to which we have referred you and the documents
incorporated into each by reference is accurate only as of their respective dates or as of an earlier date as of which such information
is given. Our business, financial condition, results of operations and prospects may have changed since those dates.
The information in this prospectus supplement is
accurate as of the date on the front cover or as of an earlier date as of which such information is given. You should not assume that
the information contained in this prospectus supplement is accurate as of any other date. When used in this prospectus supplement, the
terms “we,” “us,” “our” or the “Company” mean Hycroft Mining Holding Corporation and its
consolidated subsidiaries, unless otherwise specified or the context otherwise requires.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company
and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration
statement on Form S-3 under the Securities Act with respect to the securities we are offering under this prospectus supplement and the
accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in
the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the exhibits
and schedules filed as a part of the registration statement. With respect to the statements contained in this prospectus supplement and
the accompanying prospectus regarding the contents of any agreement or any other document, in each instance, the statement is qualified
in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC, where our SEC filings are also available. The address of the SEC’s web site is http://www.sec.gov.
We make available free
of charge on or through our website at www.hycroftmining.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and
Exchange Commission. The information on, or accessible through, our website is not part of, and is not incorporated into, this
prospectus supplement or the accompanying prospectus and should not be considered part of this prospectus supplement or the
accompanying prospectus.
This prospectus supplement,
the accompanying prospectus or information incorporated by reference herein or therein contains summaries of certain agreements that we
have filed as exhibits to various SEC filings. The description of those agreements contained in this prospectus supplement, the accompanying
prospectus or information incorporated by reference herein or therein and do not purport to be complete and are subject to, and qualified
in their entirety by reference to, the definitive agreements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” information that we file with it into this prospectus supplement and the accompanying prospectus, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important
part of this prospectus supplement and the accompanying prospectus. The information incorporated by reference is considered to be a part
of this prospectus supplement and the accompanying prospectus, and information that we file later with the Commission will automatically
update and supersede information contained in this prospectus supplement and the accompanying prospectus. Any statement contained in a
previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement
and accompanying prospectus to the extent that a statement contained in this prospectus supplement or the accompanying prospectus modifies
or replaces that statement.
We incorporate by reference
our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
in this prospectus supplement, between the date of this prospectus supplement and the termination of the offering of the securities described
in this prospectus supplement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically
listed below or filed in the future, that are not deemed “filed” with the SEC, including our Compensation Committee report
and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to
Item 9.01 of Form 8-K.
We incorporate by reference
the documents listed below that we have previously filed with the Commission:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 24, 2021 and amended on April 9, 2021 and May 14, 2021; |
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the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020 from our definitive proxy statement on Schedule 14A filed with the SEC on April 14, 2021; |
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC on May 17, 2021, August 4, 2021 and November 12, 2021, respectively; |
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our
Current Reports on Form 8-K filed with the SEC on January
12, 2021 (Item 5.02 and Exhibits 10.1 and 10.2 only), January
20, 2021 (Item 3.03 and Exhibit 4.1 only), March
12, 2021, April
15, 2021 (Item 5.02 only), May
6, 2021, May
24, 2021, October
7, 2021, November
10, 2021 (Items 1.01 and 5.02 and Exhibit 10.1 only), December
16, 2021 (Item 5.02 only), December
30, 2021, January
10, 2022, February
22, 2022 (Item 8.01 and Exhibit 96.1 only), March
1, 2022, and March 15, 2022 (other than Item 701 and the related Exhibit 99.1) and our Current Report on Form 8-K/A filed on November
12, 2021; and |
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the description of our common stock in the Second Amended and Restated Certificate of Incorporation of Mudrick Capital Acquisition Corporation and Amended and Restated Bylaws of Mudrick Capital Acquisition Corporation, each of which is incorporated by reference to Exhibit 3.1 and Exhibit 3.2, respectively, to our Current Report on Form 8-K12B, filed with the SEC on June 4, 2020, as supplemented by any subsequent amendments and reports filed for
the purpose of updating such descriptions, including any description of our common stock filed as an exhibit to our Annual Report on Form
10-K, and our Form 8-K filed on March 15, 2022. |
All reports and other documents
we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including,
but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus
supplement and the accompanying prospectus and deemed to be part of this prospectus supplement and the accompanying prospectus from the
date of the filing of such reports and documents.
You should rely only on the
information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different
information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of
this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement.
You may request a free copy
of any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus (other than exhibits,
unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
Hycroft Mining Holding Corporation
Attention: Investor Relations
4300 Water Canyon Road, Unit 1
Winnemucca, NV 89445
(775) 304-0260
You may also access the documents
incorporated by reference in this prospectus through our website at www.hycroftmining.com. Except for the specific incorporated documents
listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration
statement of which it forms a part.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus supplement,
the accompanying prospectus and the documents incorporated by reference herein contains “forward-looking statements” within
the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the Unites States Securities Exchange
Act of 1934, as amended, or the Unites States Private Securities Litigation Reform Act of 1995. All statements, other than statements
of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments
that our management expects or anticipates will or may occur in the future, are forward-looking statements, including but not limited
to related to this offering, the use of proceeds, future business strategy, plans and goals, competitive strengths and expansion and growth
of our business. The words “estimate,” “plan,” “anticipate,” “expect,” “intend,”
“believe,” “target,” “budget,” “may,” “can,” “will,” “would,”
“could,” “should,” “seeks” or “scheduled to” and similar words or expressions, or negatives
of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking
statements. Forward-looking statements address activities, events or developments that the Company expects or anticipates will or may
occur in the future and are based on current expectations and assumptions. These risks may include the following and the occurrence of
one or more of the events or circumstances alone or in combination with other events or circumstances, may have a material adverse effect
on the Company’s business, cash flows, financial condition and results of operations. Forward-looking statements include, but are
not limited to:
| • | industry
related risks including: |
| ○ | fluctuations
in the price of gold and silver; |
| ○ | uncertainties
concerning estimates of mineral resources and the ability to report mineral resources; |
| ○ | risks
related to ceasing active mining operations; |
| ○ | risk
related to issuing a new initial assessment technical report and no longer relying upon the 2019 Hycroft TRS; |
| ○ | risks
and uncertainties relating to potential opportunities to increase resources in block model; |
| ○ | risks
and uncertainties relating to identifying higher grades of gold and silver and identifying additional silver assays to expand the silver
estimate and increase mineral resources; |
| ○ | uncertainties
relating to the ongoing COVID-19 pandemic; |
| ○ | the
intense competition within the mining industry; |
| ○ | the
inherently hazardous nature of mining activities, including environmental risks; |
| ○ | our
insurance may not be adequate to cover all risks associated with our business, or cover the replacement costs of our assets; |
| ○ | potential
effects on our operations of U.S. federal and state governmental regulations, including environmental regulation and permitting requirements; |
| ○ | cost
of compliance with current and future government regulations; |
| ○ | uncertainties
relating to obtaining or retaining approvals and permits from governmental regulatory authorities; |
| ○ | potential
challenges to title in our mineral properties; |
| ○ | risks
associated with proposed legislation in Nevada that could significantly increase the costs or taxation of our operations; and |
| ○ | and
changes to the climate and regulations and pending legislation regarding climate change; |
| • | business-related
risks including: |
| ○ | risks
related to our liquidity, compliance with our credit agreements and going concern considerations; |
| ○ | risks
related to our ability to raise capital on favorable terms or at all; |
| ○ | risks
related to proprietary novel two-stage heap oxidation and leach process at the Hycroft Mine and estimates of production; |
| ○ | risks
related to development of an initial assessment and a pre-feasibility study for the acid POX milling process; |
| ○ | our
ability to achieve our estimated production and sales rates and stay within our estimated operating and production costs and capital
expenditure projections; |
| ○ | risks
related to a decline in our production of gold and silver and the ceasing of active mining operations; |
| ○ | risk
related to our ability to successfully eliminate or meaningfully reduce processing and mining constraints and related the results of
our planned 2021 technical efforts and how the data resulting from such efforts could adversely impact processing technologies applied
to our ore, future operations and profitability; |
| ○ | risks
related to our reliance on one mine with mining operations ceased; |
| ○ | risks
related to our limited experience with a largely untested process of oxidizing and heap leaching sulfide ores; uncertainties and risks
related to our reliance on contractors and consultants; |
| ○ | risks
related to the availability and cost of equipment, supplies, energy, or commodities; |
| ○ | the
commercial success of, and risks relating to, our development activities; |
| ○ | risks
related to slope stability; |
| ○ | risks
related to our substantial indebtedness, including cross acceleration and our ability to generate sufficient cash to service our indebtedness; |
| ○ | uncertainties
related to our ability to replace and expand our mineral resources; |
| ○ | costs
related to our land reclamation requirements; |
| ○ | uncertainties
resulting from the possible incurrence of operating and net losses in the future; |
| ○ | the
loss of key personnel or our failure to attract and retain personnel; |
| ○ | risks
related to technology systems and security breaches; |
| ○ | any
failure to remediate and possible litigation as a result of a material weakness in our internal controls over financial reporting; |
| ○ | risks
related to current and future legal proceedings; and |
| ○ | and
risks that our principal stockholders will be able to exert significant influence over matters submitted to stockholders for approval; |
| • | risks
related to our securities, including: |
| ○ | volatility
in the price of our common stock and warrants and possible delisting of securities if our trading price drops below $1.00 per share for
an extended period of time; |
| ○ | risks
that our warrants may expire worthless; |
| ○ | the
valuation of our private warrants could increase the volatility in our net income (loss); |
| ○ | anti–takeover
provisions could make a third-party acquisition of us difficult; |
| ○ | risks
related to limited access to our financial information, as we have elected to take advantage of the disclosure requirement exemptions
granted to emerging growth companies and smaller reporting companies; and |
| ○ | forward
looking statements that we do not intend to pay cash dividends and depending upon results of testing and analysis, we may determine to
continue to cease mining until a new mining approach is determined and a new technical report is issued. |
These statements involve known
and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be
materially different from any results, performance or achievements expressed or implied by such forward-looking statements.
Please see our “Risk Factors” set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as
amended, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, our Current Report on Form 8-K filed on March 15,
2022 and our other reports and documents we filed with the SEC that we incorporate herein by reference for more information about these
and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify
important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be
other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based
on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees
of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the
forward-looking statements contained in this prospectus. In addition, even if our results, performance, or achievements are consistent
with the forward-looking statements contained in this prospectus, those results, performance or achievements may not be indicative of
results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue
reliance on these forward-looking statements. Any forward-looking statements made in this prospectus speak only as of the date of those
statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those
statements to reflect future events or developments.
Cautionary
Note to U.S. Investors Regarding Mineral Resources
The mineral resource
estimates included herein or incorporated by reference herein, including in the 2022 Hycroft TRS, have been prepared in accordance
with the requirements of the Modernization Rules as set forth in subpart 1300 of Regulation S-K which became widely applicable on
January 1, 2021. These disclosures differ in material respects from the prior requirements set forth in Industry Guide 7, including
in that mineral resource information was not permitted and mineral resources have been calculated in accordance with the provision
of subpart 1300 of Regulation S-K.These standards differ significantly from the disclosure requirements of Industry Guide 7 in that
mineral resource information contained herein may not be comparable to similar information disclosed by U.S. companies that have not
early adopted the Modernization Rules promulgated by the SEC. Under SEC standards, mineralization, such are Mineral Resources, may
not be classified as a “mineral reserve” unless the determination has been made that the mineralization could be
economically and legally produce or extracted at the time of the reserve determination. The term “economically,” as was
used in the SEC’s Industry Guide 7 definition of mineral reserves, means that profitable extraction or production has been
established or analytically demonstrated in a feasibility study to be viable and justifiable under reasonable investment and market
assumptions. The term “legally” as used in the SEC’s Industry Guide 7 definition of mineral reserves, does not
imply that all permits needed for mining and processing have been obtained or that other legal issues have been completely resolved.
However, for a reserve to exist, we must have a justifiable expectation, based on applicable laws and regulations, that issuance of
permits or resolution of legal issues necessary for mining and processing at a particular deposit will be accomplished in the
ordinary course and in a timeframe consistent with our current mine plans. The terms “Mineral Resource”, “Measured
Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined and used
in accordance with the Modernization Rules. You are specifically cautioned not to assume that any part or all of the mineral
deposits (including mineral resources) in these categories will ever be converted into mineral reserves, as defined by the SEC. You
are further cautioned that, except for any portion of mineral resources, as applicable, classified as mineral reserves, mineral
resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their
existence as to whether they can be economically or legally mined. Under the Modernization Rules, estimates of inferred mineral
resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an Inferred Mineral Resource
will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an
Inferred Mineral Resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of
an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher
category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be
upgraded to mineral reserves.
PROSPECTUS SUPPLEMENT
SUMMARY
The following summary highlights
certain information about the Company and this offering contained elsewhere or incorporated by reference into this prospectus supplement
and the accompanying prospectus. This summary may not contain all of the information that may be important to you or that you should consider
before investing in our common stock. Before making a decision to invest in our common stock, you should carefully read this entire prospectus
supplement and the accompanying prospectus, including the risks set forth under the heading “Risk Factors” in this prospectus
supplement and in the documents incorporated by reference into this prospectus supplement, and the information set forth under the headings
“Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
Overview of the Company
We are a U.S.-based gold and silver development
company that owns the Hycroft Mine in the prolific mining region of Northern Nevada.
Our property, the Hycroft Mine, has historically
operated as an open-pit oxide mining and heap leach operation and is located approximately 54 miles west of Winnemucca, Nevada. Mining
operations at the Hycroft Mine were restarted in 2019 and discontinued in November 2021 due to the then current and expected ongoing cost
pressures for many of the reagents and consumables used at the Hycroft Mine, and to allow the Company time to complete technical studies
for the development of a long-term sulfide processing operation. In February 2022, Hycroft, along with its third party consultants, completed
and filed an Initial Assessment Technical Report Summary for the Hycroft Mine (the “2022 Hycroft Technical Report Summary”)
with an effective date of February 18, 2022 and prepared in accordance with the SEC Modernization of Property Disclosures for Mining Registrants
as set forth in subpart 1300 of Regulation S-K. The 2022 Hycroft Technical Report Summary provides an Initial Assessment of the mineral
resource estimate utilizing a milling and acid pressure oxidation (“Acid POX”) process for sulfide mineralization and heap
leaching process for oxide and transition mineralization. As a result of the milling and Acid POX process presented in the 2022 Hycroft
Technical Report Summary, as compared to the novel two-step oxidation and heap leap process in the 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 “2019 Hycroft Technical Report Summary”), and the associated fundamental changes to the assumptions underlying
the 2019 Technical Report Summary, the Initial Assessment supersedes and replaces the 2019 Technical Report Summary and our ongoing disclosures
will be based on the Initial Assessment. The Company will continue to build on the work to date and investigate opportunities identified
through progressing the technical and data analyses leading up to the Initial Assessment and will provide an updated technical report
at an appropriate time. As estimated in the 2022 Hycroft Technical Report Summary with an effective date of February 18, 2022, the Hycroft
Mine had measured and indicated mineral resources of 9.6 million ounces of gold and 446.0 million ounces of silver, and inferred mineral
resources of 5.0 million ounces of gold and 150.4 million ounces of silver, which are contained in oxide, transitional, and sulfide ores.
Corporate Information
Our principal executive offices are located at
4300 Water Canyon Road, Unit 1 Winnemucca, Nevada 89445 and our telephone number is (775) 304-0260. Our web site address is www.hycroftmining.com.
Except for the specific incorporated documents listed in “Incorporation of Certain Documents by Reference”, no information
available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms
a part.
Hycroft Mining
Holding Corporation (formerly known as Mudrick Capital Acquisition Corporation) was incorporated under the laws of the state of Delaware
on August 28, 2017.
THE OFFERING
| Issuer |
Hycroft Mining Holding Corporation |
| Common stock offered by us |
Shares having an aggregate gross sales price of up to $500,000,000. |
| Manner of offering |
Sales of our Class A common stock, if any, will be made from time to time in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act to or through the Agent, as sales agent or principal. The Agent will use reasonable best efforts to sell on our behalf all of the Common Stock requested to be sold by us, consistent with its normal trading and sales practices. See “Plan of Distribution.” |
| Use of Proceeds |
We intend to use the net proceeds from this offering for general corporate purposes. See “Use of Proceeds.” |
| Risk Factors |
Investing in our common stock involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and on page 6 of the accompanying prospectus, as well as those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, our Current Report on Form 8-K filed on March 15, 2022 and our other reports and documents we filed with the SEC that we incorporate herein by reference. |
| Nasdaq trading symbol |
HYMC |
| Transfer Agent |
Continental Stock Transfer & Trust Company |
RISK FACTORS
Investing in our common
stock involves a high degree of risk. Prospective investors should carefully consider the following risks, as well as the other information
contained in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein
before investing in our common stock. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk
Factors” beginning on page S-9 of this prospectus supplement and on page 6 of the accompanying prospectus, as well as those described
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2021, our Current Report on Form 8-K filed on March 15, 2022 and our other reports and documents we filed
with the SEC, as well as any amendment, supplement or update to the risk factors reflected in subsequent filings with the SEC, that we
incorporate herein by reference. If any of the following risks actually occurs, our business could be harmed. The risks and uncertainties
described below are not the only ones faced by us. Additional risks and uncertainties, including those of which we are currently unaware
or that are currently deemed immaterial, may also adversely affect our business, financial condition, cash flows, prospects and the price
of our common stock. Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements.”
Risk Factors Related to this offering and our
common stock
The market prices and trading volume of
shares of our common stock have recently experienced, and may continue to experience, extreme volatility, which could cause purchasers
of our common stock to incur substantial losses.
The market prices and trading
volume of shares of our common stock have recently experienced, and may continue to experience, extreme volatility, which could cause
purchasers of our common stock to incur substantial losses. For example, during 2022 to date, the market price of our common stock has
fluctuated from an intra-day low of $0.284 per share on March 2, 2022 to an intra-day high of $2.65 on March 11, 2022 and the last reported
sale price of our common stock on Nasdaq on March 14, 2022, was $1.39 per share.
During
2022 to date, daily trading volume ranged from approximately 78.900 to 340,227,500 shares. Within the last seven business days, the market
price of our common stock has fluctuated from an intra-day low of $0.288 on March 3, 2022 to an intra-day high of $2.65 on March 11,
2022.
We believe that the recent
volatility and our current market prices reflect market and trading dynamics unrelated to our underlying business, or macro or industry
fundamentals, and we do not know how long these dynamics will last. Under the circumstances, we caution you against investing in our common
stock, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.
Extreme fluctuations in the
market price of our common stock have been accompanied by reports of strong and atypical retail investor interest, including on social
media and online forums. The market volatility and trading patterns we have experienced create several risks for investors, including
the following:
| · | the market price of our common stock has experienced and may continue to experience rapid and substantial
increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases
may be significantly inconsistent with the risks and uncertainties that we continue to face; |
| · | factors in the public trading market for our common stock include the sentiment of retail investors (including
as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly
available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and
other derivatives on our common stock and any related hedging and other trading factors; |
| · | our market capitalization, as implied by various trading prices, currently reflects valuations that diverge
significantly from those seen prior to recent volatility and that are significantly higher than our market capitalization immediately
prior to the COVID-19 pandemic, and to the extent these valuations reflect trading dynamics unrelated to our financial performance or
prospects, purchasers of our common stock could incur substantial losses if there are declines in market prices driven by a return to
earlier valuations; |
| · | to the extent volatility in our common stock is caused, as has widely been reported, by a “short
squeeze” in which coordinated trading activity causes a spike in the market price of our common stock as traders with a short position
make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance
or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated; and |
| · | if the market price of our common stock declines, you may be unable to resell your shares at or above
the price at which you acquired them. We cannot assure you that the equity issuance of our common stock will not fluctuate or decline
significantly in the future, in which case you could incur substantial losses. |
Investors will experience immediate and
substantial dilution in the book value per share of the common stock you purchase.
The shares sold in this offering,
if any, will be sold from time to time at various prices. However, we expect that the offering price of our common stock will be substantially
higher than the net tangible book value per share of our outstanding common stock at the time of the sale, investors will pay a price
per share that substantially exceeds the pro forma as adjusted net tangible book value per share after this offering and will suffer substantial
dilution in the net tangible book value of the common stock purchased in this offering. See “Dilution.”
The price per share of our common stock being offered may be higher
than the net tangible book value per share of our outstanding common stock prior to this offering. Assuming that an aggregate of 186,835,628
shares of our common stock (the maximum number of shares currently available for issuance) are sold at a price of $1.39 per share, the
last reported sale price of our common stock on Nasdaq on March 14, 2022, for aggregate net proceeds of approximately $252 million, and
after deducting commissions and estimated offering expenses payable by us, new investors in this offering will incur immediate dilution
of $0.42 per share. For a more detailed discussion of the foregoing, see the section entitled “Dilution” below. To the extent
outstanding stock options are exercised, there will be further dilution to new investors. In addition, to the extent we need to raise
additional capital in the future and we issue additional shares of common stock or securities convertible or exchangeable for our common
stock, our then existing stockholders may experience dilution and the new securities may have rights senior to those of the common stock
offered in this offering.
Future dilution of our common stock could
adversely affect the market price of shares of our common stock.
On March 14, 2022, we
entered into definitive agreements to issue 46,816,480 shares of our common stock and 46,816,480 warrants to purchase shares of our
common stock in a private placement which will substantially increase the number of our issued and outstanding shares of common
stock. In addition, this offering will increase outstanding shares of our common stock by up to 186,835,628 additional shares (the maximum number of shares currently available for issuance). To
the extent that our outstanding warrants, other than the Seller warrants, are exercised, investors participating in this offering
will experience further dilution. In the future, we may issue additional shares of our common stock to raise cash to bolster our
liquidity, to refinance indebtedness, for working capital, to finance strategic initiatives and future acquisitions or for other
purposes. We may also issue securities convertible into, or exchangeable for, or that represent the right to receive, shares of our
common stock. We may also acquire interests in other companies or other assets by using a combination of cash and shares of our
common stock or just shares of our common stock. We may sell shares or other securities in any other offering at a price per share
that is less than the prices per share paid by investors in this offering, and investors purchasing shares or other securities in
the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common
stock, or securities convertible into, exercisable or exchangeable for shares of our common stock, in future transactions may be
higher or lower than the prices per share paid by investors in this offering. Any of these events may dilute the ownership interests
of current stockholders, reduce our earnings per share or have an adverse effect on the price of shares of our common stock. See
“Dilution.”
A “short squeeze” due to a sudden
increase in demand for shares of our common stock that largely exceeds supply and/or focused investor trading in anticipation of a potential
short squeeze have led to, may be currently leading to, and could again lead to, extreme price volatility in shares of our common stock.
Investors may purchase
shares of our common stock to hedge existing exposure or to speculate on the price of our common stock. Speculation on the price of
our common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our
common stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares
of our common stock for delivery to lenders of our common stock. Those repurchases may, in turn, dramatically increase the price of
shares of our common stock until additional shares of our common stock are available for trading or borrowing. This is often
referred to as a “short squeeze.” With the recent substantial increase in volume of our shares being traded and trading
price, the proportion of our common stock that may be traded in the future by short sellers may increase the likelihood that our
common stock will be the target of a short squeeze, and there is wide spread speculation that our current trading price is the
result of a short squeeze. A short squeeze and/or focused investor trading in anticipation of a short squeeze have led to, may be
currently leading to, and could again lead to volatile price movements in shares of our common stock that may be unrelated or
disproportionate to our operating performance or prospects and, once investors purchase the shares of our common stock necessary to
cover their short positions, or if investors no longer believe a short squeeze is viable, the price of our common stock may rapidly
decline. Investors that purchase shares of our common stock during a short squeeze may lose a significant portion of their
investment. Under the circumstances, we caution you against investing in our common stock, unless you are prepared to incur the risk
of losing all or a substantial portion of your investment.
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.
We have received, and may
continue to receive, a high degree of media coverage that is published or otherwise disseminated by third parties, including blogs, articles,
online forums, message boards and social and other media. This includes coverage that is not attributable to statements made by our directors,
officers or employees. You should read carefully, evaluate and rely only on the information contained in this prospectus supplement, the
accompanying prospectus or any applicable free writing prospectus or incorporated documents filed with the SEC in determining whether
to purchase shares of our common stock. Information provided by third parties may not be reliable or accurate and could materially impact
the trading price of our common stock which could cause losses to your investments.
Our management will have broad discretion in the use of the net
proceeds from this offering and may allocate the net proceeds from this offering in ways that you and other stockholders may not approve.
Our management will have broad discretion in the
use of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will
not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because
of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary
substantially from their currently intended use. The failure of our management to use these funds effectively could harm our business.
Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing investments. These
investments may not yield a favorable return to our stockholders.
The shares of our common stock offered hereby
will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares
in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results.
We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or
maximum sales price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than
the prices they paid.
The actual number of shares we will issue
under the Sales Agreement, at any one time or in total, is uncertain.
Subject to certain limitations
in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to the Agent at any time throughout
the term of the Sales Agreement. The number of shares that are sold by the Agent after delivering a sales notice will fluctuate based
on the market price of the shares of our common stock during the sales period and limits we set with the Agent. Because the price per
share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this
stage to predict the number of shares that will be ultimately issued.
Increases in market interest rates may cause
potential investors to seek higher returns and therefore reduce demand for our common stock, which could result in a decline in our stock
price.
One of the factors that may
influence the price of our common stock is the return on our common stock (i.e., the amount of distributions as a percentage of the price
of our common stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative
to historical rates, may lead prospective purchasers of our common stock to expect a return, which we may be unable or choose not to provide.
Further, higher interest rates would likely increase our borrowing costs and potentially decrease the cash available. Thus, higher market
interest rates could cause the market price of our common stock to decline.
Volatility in the price of our common stock
may subject us to securities litigation.
As discussed above, the market
for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share
price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated
securities class action litigation against a company following periods of volatility in the market price of its securities. We may in
the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert
management’s attention and resources.
We do not anticipate paying dividends on
our common stock in the foreseeable future.
We currently plan to invest
all available funds, including the proceeds from this offering, and future cash flows, if any, in the development and growth of our business.
We have never paid dividends or repurchased shares of our common stock and currently have no plans to do so. Our debt agreements contain
provisions that restrict our ability to pay dividends and repurchase or redeem capital stock. As a result, a rise in the market price
of our common stock, which is uncertain and unpredictable, will be your sole source of potential gain in the foreseeable future and you
should not rely on an investment in our common stock for dividend income.
USE OF PROCEEDS
The amount of proceeds from
this offering will depend upon the number of shares of our common stock sold, if any, and the market price at which they are sold. There
can be no assurance that we will be able to sell any shares under or fully utilize the Sales Agreement as a source of financing. We intend
to use the net proceeds from the sale of our common stock offered by this prospectus supplement for general corporate purposes, which
may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital or capital expenditures and
other investments, which may include additional technical evaluations and studies, advancement of the Initial Assessment in the 2022 Technical
Report Summary to a pre-feasibility and/or feasibility study and additional exploration at the Hycroft Mine.
DILUTION
If you invest in our securities in this offering,
your ownership interest will be diluted to the extent of the difference between the public offering price per share and the as-adjusted
net tangible book value per share of our common stock immediately after this offering.
Net tangible book value (or
deficit) per share of common stock is determined by dividing our net tangible book value (or deficit), which is our total tangible assets
less total liabilities, by the number of outstanding shares of our common stock at a given date. Our net tangible book deficit as of September
30, 2021, was approximately $(21.5) million, or $(0.36) per share of common stock. As discussed in our 8-K filed on March 15, 2022, we
have estimated ranges of charges that are expected to reduce our net tangible book deficit as of December 31, 2021.
The maximum aggregate
amount of common stock that can be sold is $500,000,000 under this prospectus supplement. After giving effect to our sale of
46,816,480 shares of our common stock and 46,816,480 warrants in a private placement prior to this offering, and sale of 186,835,628
shares of our common stock (the maximum number of shares currently available for issuance) at an assumed offering price of $1.39,
the last reported sale price of our common stock on March 14, 2022, and after deducting the fees to the Agent and estimated offering
expenses payable by us in connection with this offering, our as adjusted net tangible book value as of September 30, 2021 would have
been approximately $286.0 million, or $0.97 per share of common stock. (This offering does not have a stated offer price because it
is an at-the-market offering. Accordingly, the closing price of our stock from March 14, 2022, was used for purposes of this
computation and discussion. As such, any per share price paid by purchasers that deviates from this stock price used would change
the respective calculations.) This represents an immediate increase in net tangible book value to existing stockholders of
approximately $1.33 per share and an immediate dilution in net tangible book value of approximately $0.42 per share to investors
participating in this offering. The following table illustrates this per share dilution:
| Assumed public offering price per share |
|
|
|
|
|
$ |
1.39 |
|
| Historical net tangible book deficit per share as of September 30, 2021 |
|
$ |
(0.36) |
|
|
|
|
|
| Increase in net tangible book value per share attributable to new investors in this offering |
|
$ |
1.33 |
|
|
|
|
|
| As adjusted net tangible book value per share as of September 30, 2021, after giving effect to this offering |
|
|
|
|
|
$ |
0.97 |
|
| |
|
|
|
|
|
|
|
|
| Dilution per share of Common Stock to new investors in this offering |
|
|
|
|
|
$ |
0.42 |
|
A $1.00 increase in the assumed
public offering price of $1.39 per shares, which is the closing sale price of our common stock on Nasdaq on March 14, 2022, would increase
the net tangible book value by $0.62 per share of our common stock and there would be no dilution to new investors assuming the 186,835,628
of shares of our common stock (the maximum number of shares currently available for issuance) offered based on the closing sale price
of our common stock on Nasdaq on March 14, 2022, remains the same and without deducting the estimated underwriting discounts payable by
us in connection with this offering. A $1.00 decrease in the assumed public offering price of $1.39 per shares, which is the closing sale
price of our common stock on Nasdaq on March 14, 2022, would decrease the net tangible book value by $0.61 per share of our common stock
and would increase the dilution to new investors by $0.36 per share of our common stock assuming the 186,835,628 of shares of our common
stock (the maximum number of shares currently available for issuance) offered based on the closing sale price of our common stock on Nasdaq
on March 14, 2022, remains the same and without deducting the estimated underwriting discounts payable by us in connection with this offering.
To the extent that our outstanding warrants are exercised, investors participating in this offering will experience further dilution. In addition,
we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient
funds for our current or future operating plans. To the extent that additional capital is raised through the sale of shares of our common
stock or other equity securities of equal or senior rank, the issuance of these securities could result in further dilution to our stockholders.
PLAN OF DISTRIBUTION
On March 15, 2021, we entered
into the Sales Agreement with the Agent, under which we may issue and sell shares of our common stock having aggregate sales proceeds
of up to $500,000,000 from time to time through or to the Agent, as sales agent or principal. The Sales Agreement will be filed as an exhibit
to a report filed under the Exchange Act and incorporated by reference in this prospectus supplement. The Agent may sell the shares of
our common stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 promulgated under the
Securities Act. We may instruct the Agent not to sell shares of our common stock if the sales cannot be effected at or above the price
designated by us from time to time. We or the Agent may suspend the offering of shares of our common stock upon notice and subject to
other conditions. The Agent will not engage in any transactions that stabilize the price of shares of our common stock.
From time to time during the
term of the Sales Agreement, we will notify the Agent of the amount of shares to be sold, the dates on which such sales are requested
to be made, the minimum price below which sales may not be made and any limitation on the number of shares that may be sold in any one
day. Once we have so instructed the Agent, unless the Agent declines to accept the terms of such notice or until such notice is terminated
or suspended as permitted by the Sales Agreement, the Agent shall use commercially reasonable efforts consistent with its normal trading
and sales practices to sell such shares up to the amount specified on such terms. The obligations of the Agent under the Sales Agreement
are subject to a number of customary conditions that we must meet. The obligation of the Agent under the Sales Agreement to sell shares
pursuant to any notice is subject to a number of conditions, which the Agent reserves the right to waive in its sole discretion.
The Agent will provide written
confirmation to us no later than the opening of the trading day following the trading day on which the Agent has sold shares of our common
stock for us under the Sales Agreement. Each confirmation will include the number of shares sold on that day, the aggregate compensation
payable by us to the Agent in connection with the sale and the net proceeds to us from the sale of the shares.
Settlement for sales of shares
of our common stock will occur on the second trading day following the date on which any sales are made or on such earlier day as is then
industry practice for regular-way trading, or on some other date that is agreed upon by us and the Agent in connection with a particular
transaction, in return for payment of the net proceeds to us. Sales of shares of our common stock as contemplated by this prospectus supplement
will be settled through the facilities of The Depository Trust Company or by such other means as we and the Agent may agree upon. There
is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will pay the Agent a commission
equal to 3.0% of the gross proceeds we receive from the sales of shares of our common stock by the Agent. We have also agreed to pay various
fees and expenses related to this offering, including certain of the Agent’s legal expenses up to (i) $75,000 in the aggregate incurred
in connection with the filing of the Sales Agreement and (ii) $5,000 per year thereafter (during the term of an effective Registration
Statement) in connection with updates as indicated in the Sales Agreement. Because there is no minimum offering amount required as a condition
to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this
time. In connection with the sale of shares of our common stock on our behalf hereunder, the Agent will be deemed to be an “underwriter’”
within the meaning of the Securities Act, and the compensation paid to the Agent will be deemed to be underwriting commissions or discounts.
We have agreed to provide indemnification and contribution to the Agent against specified liabilities, including liabilities under the
Securities Act.
The offering of shares of
our common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of our common stock subject
to the Sales Agreement or (ii) the termination of the Sales Agreement by the Agent or us in accordance with the Sales Agreement.
This summary of the material
provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. See “Where You Can Find
More Information.”
The Agent and its affiliates
may in the future provide various investment banking and other financial services for us and our affiliates, for which services they may
in the future receive customary fees. To the extent required by Regulation M, the Agent will not engage in any market making or stabilizing
activities involving our common shares while the offering is ongoing under this prospectus supplement and the accompanying prospectus.
LEGAL MATTERS
Certain legal matters in
connection with this offering will be passed upon for us by Neal, Gerber & Eisenberg LLP of Chicago, Illinois. Certain legal matters
in connection with this offering will be passed upon for the Agent by Duane Morris LLP, New York, New York.
EXPERTS
The balance sheets of Hycroft
Mining Holding Corporation as of December 31, 2020 and 2019 and the related statements of operations, stockholders’ equity,
and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred
to as the “financial statements”) have been audited by Plante & Moran PLLC, an independent registered public accounting
firm, as stated in their report thereon and have been included in the registration statement of which this prospectus forms a part in
reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
Employees of Ausenco Engineering
USA South Inc., Independent Mining Consultants, Inc. and WestLand Engineering & Environmental Services, Inc. have prepared the 2022
Hycroft Technical Report Summary. Each of the individuals who prepared the 2022 Hycroft Technical Report Summary is a qualified person
as defined in subpart 1300 of Regulation S-K. None of the qualified persons, or the employers of any of the qualified persons, is
an affiliate of Company.
As at the date hereof, none
of the above named experts has received, or is to receive, in connection with the offering, an interest, direct or indirect, in our Company.
PROSPECTUS
$500,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Subscription Rights
Purchase Contracts
Purchase Units
Depositary Shares
Units
We may issue securities from time to time in one or more offerings
of up to $500,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the general manner
in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The
prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update
or amend information contained in this document. You should read this prospectus and any applicable prospectus supplement before you invest.
We may offer these securities in amounts, at prices and on terms determined
at the time of offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters
or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement.
We may offer and sell these securities through underwriters, dealers
or agents or directly to purchasers, or through a combination of any of these methods. We will provide the specific terms of any offering
and the offered securities in supplements to this prospectus. Any prospectus supplement may also add, update or change information contained
in this prospectus. You should read this prospectus and the accompanying prospectus supplement, as well as any documents incorporated
or deemed to be incorporated by reference into this prospectus and any prospectus supplement, carefully before you make your investment
decision.
This prospectus may not be used to consummate any sales of securities
unless accompanied by a prospectus supplement which will describe the method and terms of the offering.
Our Class A common stock, par value $0.0001 per share (“Common
Stock”) is listed on The Nasdaq Stock Market LLC, or NASDAQ, under the symbol “HYMC.” Each prospectus supplement
will indicate whether the securities offered thereby will be listed on any securities exchange
We are an “emerging growth company” under federal securities
laws and are subject to reduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk. See
“Risk Factors” beginning on page 6 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
Investing in these securities involves significant risks. See “Risk
Factors” included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus for
a discussion of the factors you should carefully consider before deciding to purchase these securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this prospectus is July 13, 2021
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission, referred to in this prospectus as the “SEC,” using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, sell any combination of Common Stock, preferred
stock, warrants, debt securities, subscription rights, purchase contracts, purchase units or depositary shares as described in this prospectus,
in one or more offerings for an aggregate initial offering price of up to $500,000,000.
This prospectus provides you with a general description
of the securities we may offer. From time to time, we may provide one or more prospectus supplements that will contain specific information
about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You
should read both this prospectus and any accompanying prospectus supplement together with the additional information described under the
heading “Where You Can Find More Information” beginning on page 25 of this prospectus.
You should rely only on the information contained
or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information
different from that contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related
free writing prospectus filed by us with the SEC. We do not take any responsibility for, and cannot provide any assurance as to the reliability
of, any information other than the information contained or incorporated by reference in this prospectus, any accompanying prospectus
supplement or in any related free writing prospectus filed by us with the SEC. Neither this prospectus nor any accompanying prospectus
supplement constitutes an offer to sell or the solicitation of an offer to buy any securities other than the securities described in the
accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in
which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement,
the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business,
financial condition, results of operations and prospects may have changed materially since those dates.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus
were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among
the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should
not be relied on as accurately representing the current state of our affairs.
You should assume that the
information in this prospectus is accurate only as of the date of this prospectus.
ABOUT
HYCROFT MINING HOLDING corporation
As used in this prospectus, unless the context
otherwise requires or indicates, references to “Hycroft,” “Company,” “HYMC,” “we,” “our,”
and “us,” refer to Hycroft Mining Holding Corporation and its subsidiaries.
Overview
We are a U.S.-based gold producer that is focused
on operating and developing our wholly owned operating mine, the Hycroft Mine, in a safe, environmentally responsible, and cost-effective
manner. Gold and silver sales represent 100% of our operating revenues and the market prices of gold and silver significantly impact our
financial position, operating results and cash flows.
The mailing address of our principal executive
office is 8181 E. Tufts Ave., Suite 510, Denver, CO 80237. The telephone number of Hycroft is (303) 253-3267.
Company History
On May 29, 2020, the Company, formerly known
as Mudrick Capital Acquisition Corporation, consummated the transactions contemplated by the Purchase Agreement, dated as of January 13,
2020, by and among the Company, MUDS Acquisition Sub, Inc. (“Acquisition Sub”) and Hycroft Mining Corporation (“Seller”),
as amended by that certain Amendment to Purchase Agreement, dated as of February 26, 2020 (the “Purchase Agreement”).
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 and assumed substantially all of the liabilities of Seller. In connection with the
completion of the recapitalization transactions contemplated by the Purchase Agreement (the “Recapitalization Transaction”),
the Company changed its name from Mudrick Capital Acquisition Corporation to Hycroft Mining Holding Corporation (“Hycroft”
or the “Company”).
Seller was incorporated as Allied Nevada Gold
Corp. under the laws of the State of Delaware on September 14, 2006 and commenced operations on May 10, 2007. Seller suspended
mining operations at the Hycroft Mine on July 8, 2015 to maximize cash flow and minimize spending during Seller’s restructuring
under Chapter 11 of the U.S. Bankruptcy Code and changed its name from Allied Nevada Gold Corp. to Hycroft Mining Corporation on October 9,
2015 in connection with its restructuring and emergence from bankruptcy proceedings. Seller continued to process and produce gold and
silver, but in 2017, with revenue no longer covering the cost of production, the Hycroft Mine was placed into care and maintenance mode
to minimize expenditures and conserve cash. While in care and maintenance, gold and silver production was a byproduct of maintenance activities.
Our Business
Our operating mine, the Hycroft Mine, is an open-pit
heap leach operation located approximately 54 miles west of Winnemucca, Nevada. Mining operations at the Hycroft Mine were restarted in
2019. As part of the restart, Seller, along with M3 Engineering and Technology Corporation (“M3 Engineering”), in conjunction
with SRK Consulting (U.S.), Inc. (“SRK”), completed the Hycroft Technical Report Summary, Heap Leaching Feasibility Study,
prepared in accordance with the requirements of the Modernization of Property Disclosures for Mining Registrants, set forth in subpart
1300 of Regulation S-K, with an effective date of July 31, 2019 (the “Hycroft Technical Report”) for our proprietary
two-stage heap oxidation and leach process for sulfide ore. During the year ended December 31, 2020 we sold 24,892 ounces of gold
and 136,238 ounces of silver. As of December 31, 2020, the Hycroft Mine had proven and probable mineral reserves of 11.9 million
ounces of gold and 478.5 million ounces of silver, which are contained in oxide, transitional, and sulfide ores. We currently recover
gold and silver through our heap leach process operations, while we continue to study and conduct testing of commercial production using
our proprietary two-stage heap oxidation and leach process.
Our Properties
Our sole mining property, the Hycroft Mine, is
located in Nevada.
RISK
FACTORS
An
investment in our securities involves substantial risk. The occurrence of one or more of the events or circumstances described in the
section entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse
effect on our business, cash flows, financial condition and results of operations. You should carefully consider the risks and uncertainties
described in this prospectus and any accompanying prospectus supplement, including the risk factors described in Part 1, Item
1A. Risk Factors of Hycroft’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2020 filed on May 14, 2021 with the SEC, which is incorporated by reference herein, and may be amended, supplemented or superseded from time to time
by other reports we file with the SEC in the future, including any subsequently filed Quarterly Report on Form 10-Q or Current Report
on Form 8-K, together with all of the other information appearing in or incorporated by reference
into this prospectus and any applicable prospectus supplement. Before making investment decisions, you should carefully consider
these risks as well as other information we include or incorporate by reference in this prospectus and any accompanying prospectus supplement
relating to a specific offering.
Our business, financial condition and results
of operations could be materially and adversely affected by any or all of these risks or by additional risks and uncertainties not presently
known to us or that we currently deem immaterial that may adversely affect us in the future.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company”
as defined in the Jumpstart our Business Startups Act of 2012, or the “JOBS Act.” An emerging growth company may take advantage
of specified reduced requirements and is relieved of certain other significant requirements that are otherwise generally applicable to
public companies. As an emerging growth company:
| · | we may present only two years of audited financial statements and only two years of related Management’s Discussion &
Analysis of Financial Condition and Results of Operations; |
| · | we are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring an attestation report from
our auditors on the assessment of our internal control over financial reporting; |
| · | we are permitted to provide less extensive disclosure about our executive compensation arrangements; and |
| · | we are not required to give our stockholders non-binding votes on executive compensation or “golden parachute” arrangements. |
We may take advantage of these provisions for
up to five full fiscal years or such earlier time that we are no longer an emerging growth company. We may choose to take advantage of
some but not all of these reduced burdens. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues,
have more than $700 million in market value of our shares of Common Stock held by non-affiliates, or issue more than $1 billion of non-convertible
debt over a three-year period. The Company has elected not to opt out of the extended transition period which means that when a standard
is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the
Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company
which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Our Smaller Reporting Company Status
We
are also currently a “smaller reporting company,” meaning that as of the last business day of our most recent second fiscal
quarter, we had a public float of less than $250 million or annual revenues of less than $100 million. In the event that we are still
considered a “smaller reporting company” at such time as we cease being an “emerging growth company,” the disclosure
we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either
an “emerging growth company” or a “smaller reporting company.” Specifically, similar to “emerging growth
companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their
filings; may be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent
registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and
have certain other decreased disclosure obligations in their SEC filings.
Accordingly, the information that we provide you
may be different than what you may receive from other public companies in which you hold equity interests.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, including
documents incorporated by reference herein, may constitute “forward-looking” statements as defined in Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases
made by the SEC, all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause actual results, performance or achievements of the Company or industry results, to differ
materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that
are not historical fact are forward-looking statements.
Forward-looking statements can be identified by,
among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,”
“anticipate,” “intend,” “estimate,” “project,” “may,” “will,”
“would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words,
or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions.
These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining
the benefits of the “safe harbor” provisions of such laws. We caution investors that any forward-looking statements made by
us are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results
to differ materially from those forward-looking statements with respect to us include, but are not limited to, the risks and uncertainties
affecting our businesses described in the “Risk factors” section in this prospectus and described in “Item 1A. Risk
Factors” of Hycroft’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on May 14, 2021, and in other filings by Hycroft with the SEC incorporated by reference herein. Important factors, risks and
uncertainties that could cause actual results to differ materially from those forward-looking statements include, but are not limited
to:
| · | Use of proceeds from this offering; |
| · | Industry-related risks including: |
| o | Fluctuations in the price of gold and silver; |
| o | Uncertainties concerning estimates of mineral reserves and mineral resources; |
| o | Uncertainties relating to the novel coronavirus (“COVID-19”) pandemic; |
| o | The intense competition within the mining industry; |
| o | The inherently hazardous nature of mining activities, including environmental risks; |
| o | Our insurance may not be adequate to cover all risks associated with our business, or cover the replacement
costs of our assets or may not be available for some risks; |
| o | Potential effects on our operations of U.S. federal and state governmental regulations, including environmental
regulation and permitting requirements; |
| o | Cost of compliance with current and future government regulations; |
| o | Uncertainties relating to obtaining or retaining approvals and permits from governmental regulatory authorities; |
| o | Potential challenges to title in our mineral properties; |
| o | Risks associated with legislation in Nevada that could significantly increase the costs or taxation of
our operations; and |
| o | Changes to the climate and regulations and pending legislation regarding climate change. |
| · | Business-related risks including: |
| o | Risks related to our liquidity and going concern considerations; |
| o | Risks related to our ability to raise capital on favorable terms or at all; |
| o | Risks related to the proprietary two-stage heap oxidation and leach process at the Hycroft Mine and estimates
of production; |
| o | Our ability to achieve our estimated production and sales rates and stay within our estimated operating
and production costs and capital expenditure projections; |
| o | Risks related to a decline in our gold and silver production; |
| o | Our ability to successfully eliminate or meaningfully reduce processing and mining constraints; the results
of our planned 2021 technical efforts and how the data resulting from such efforts could adversely impact processing technologies applied
to our ore, future operations and profitability. |
| o | Risks related to our reliance on one mine with a new process; |
| o | Risks related to our limited experience with a largely untested process of oxidizing and heap leaching
sulfide ore; |
| o | Uncertainties and risks related to our reliance on contractors and consultants; |
| o | Availability and cost of equipment, supplies, energy, or commodities; |
| o | The commercial success of, and risks relating to, our development activities; |
| o | Risks related to slope stability; |
| o | Risks related to our substantial indebtedness, including cross acceleration and our ability to generate
sufficient cash to service our indebtedness; |
| o | Uncertainties resulting from the possible incurrence of operating and net losses in the future; |
| o | Uncertainties related to our ability to replace and expand our mineral reserves; |
| o | The costs related to our land reclamation requirements; |
| o | The loss of key personnel or our failure to attract and retain personnel; |
| o | Risks related to technology systems and security breaches; |
| o | Any failure to remediate and possible litigation as a result of a material weakness in our internal controls
over financial reporting; and |
| o | Risks that our principal stockholders will be able to exert significant influence over matters submitted
to stockholders for approval. |
| · | Risks related to our Common Stock and warrants, including |
| o | Volatility in the price of our Common Stock and warrants; |
| o | Potential declines in the value of our Common Stock and warrants due to substantial future sales of our
Common Stock and/or warrants; |
| o | Risks that warrants may expire worthless; |
| o | The valuation of our 5-Year Private Warrants could increase the volatility of our net income (loss); |
| o | Anti–takeover provisions could make a third-party acquisition of us difficult; and |
| o | Risks related to limited access to our financial information, as we have elected to take advantage of
the disclosure requirement exemptions granted to emerging growth companies and smaller reporting companies. |
These statements involve known and unknown risks,
uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different
from any results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are
based on current expectations. Although our management believes that its expectations are based on reasonable assumptions, we can give
no assurance that these expectations will prove correct. Please see “Risk Factors” for more information about these and other
risks. Potential investors are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted
to identify important factors that could cause actual results to differ materially from those described in forward-looking statements,
there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that our forward-looking
statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements.
The forward-looking statements contained in this prospectus, any prospectus supplement, or the documents incorporated herein by reference
are made only as of the date hereof and we do not have or undertake any obligation to update or revise any forward-looking statements
whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.
USE
OF PROCEEDS
Unless otherwise indicated in the applicable prospectus
supplement or other offering material, we will use the net proceeds from the sale of the securities for general corporate purposes.
SECURITIES
WE MAY OFFER
We may offer and sell, from time to time in one
or more offerings, any combination of our Common Stock, preferred stock, debt securities, warrants, subscription rights, purchase contracts,
purchase units, depositary shares and units having an aggregate initial offering price not exceeding $500,000,000. In this prospectus,
we refer to the Common Stock, preferred stock, debt securities, warrants, subscription rights, purchase contracts, purchase units, depositary
shares and units that we may offer collectively as “securities.”
Authorized Capital Stock
The Second Amended and Restated Certificate of
Incorporation authorizes the issuance of up to 400,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value
$0.0001 per share.
Common Stock
Voting Power
Except as otherwise required by law or as otherwise
provided in any certificate of designation for any series of preferred stock, under the Second Amended and Restated Certificate of Incorporation,
the holders of our Common Stock possess all voting power for the election of directors and all other matters requiring stockholder action
and are entitled to one vote per share on matters to be voted on by stockholders. The holders of Common Stock will at all times vote together
as one class on all matters submitted to a vote of the Company’s common stockholders under the Second Amended and Restated Certificate
of Incorporation.
Dividends
Subject to the rights, if any, of holders of any
outstanding shares of preferred stock, the Second Amended and Restated Certificate of Incorporation provides that holders of Common Stock
are entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the Board in its discretion
out of legally available funds and shall share equally on a per share basis in such dividends and distributions.
Number
and Election of Directors
The Second Amended and Restated Certificate of
Incorporation and the Company’s Amended and Restated Bylaws provide that the Board will be elected at each annual meeting of stockholders.
The term of all directors shall be for one year and will expire at the next annual meeting of stockholders or until their respective
successors are duly elected and qualified. The directors were elected to the Board at the annual meeting of stockholders held on May 24,
2021.
Under the Second Amended and Restated Certificate
of Incorporation, there is no cumulative voting with respect to the election of directors, with the result that directors will be elected
by a plurality of the votes cast at a meeting of stockholders by the holders of Common Stock.
Liquidation Preference
The Second Amended and Restated Certificate of
Incorporation provides that in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders
of the Common Stock will be entitled to receive all of the remaining assets of the Company available for distribution to stockholders,
ratably in proportion to the number of shares of Common Stock held by them, after the rights of creditors and the holders of the preferred
stock have been satisfied.
Business Combinations
The Second Amended and Restated Certificate of
Incorporation provides that the Company will not be governed by Section 203 of the DGCL and includes a provision that is substantially
similar to Section 203 of the DGCL, but excludes the investment funds affiliated with sponsor and their respective successors and
affiliates and the investment funds affiliated with or managed by Mudrick Capital, Whitebox, Highbridge, Aristeia and Wolverine and their
respective successors and affiliates from the definition of “interested stockholder.”
Pre-emption Rights
The holders of the Common Stock will not have
preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to the Common Stock.
Removal of Directors; Vacancies on the Board of Directors
The Second Amended and Restated Certificate of
Incorporation and the Company’s Amended and Restated Bylaws provide that, subject to the rights of the holders of any series of
the Company preferred stock, directors may be removed only by the affirmative vote of the holders of a majority of the voting power of
all shares then entitled to vote at an election of directors. Furthermore, subject to the rights of the holders of any series of the Company
preferred stock, any vacancy on the Company’s Board, however occurring, including a vacancy resulting from an increase in the size
of the Board, may only be filled by the affirmative vote of a majority of the Company’s directors then in office, even if less than
a quorum, or by a sole remaining director, and shall not be filled by a vote of the stockholders.
Corporate Opportunity
The Second Amended and Restated Certificate of
Incorporation provides that, to the extent allowed by applicable law, the doctrine of corporate opportunity, or any other analogous doctrine,
does not apply with respect to the Company or any of its officers or directors in circumstances where the application of such corporate
opportunity doctrine would conflict with any fiduciary duties or contractual obligations they may have. Mudrick Capital, Whitebox, Highbridge,
Aristeia and Wolverine and the investment funds affiliated with them, including their respective partners, principals, directors, officers,
members, managers, equity holders and/or employees (including any of the foregoing who serve as officers or directors of the Company)
do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of
business as the Company or any of its subsidiaries, except as may otherwise be provided in separate agreement between such person or entity
and the Company.
Exclusive Forum Provision
The Second Amended and Restated Certificate of
Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for stockholder litigation, other than
any stockholder action to enforce any liability or duty under the Securities Act or the Exchange Act for which there is exclusive federal
or concurrent federal and state jurisdiction.
Amendment of Certificate of Incorporation or Bylaws
As required by the DGCL, any amendment of the
Second Amended and Restated Certificate of Incorporation must first be approved by a majority of the directors then in office and, if
required by law or the Second Amended and Restated Certificate of Incorporation, thereafter be approved by a majority of the outstanding
shares entitled to vote on the amendment, and a majority of the outstanding shares of each class entitled to vote on the amendment as
a class.
The Company’s Amended and Restated Bylaws
may be amended, altered or repealed by the affirmative vote of a majority of the Company directors then in office, and may also be amended,
altered or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote generally in the election of directors.
Preferred Stock
We may issue preferred stock under the Second
Amended and Restated Certificate of Incorporation in one or more series with any rights and preferences that may be authorized by our
board of directors. We will distribute a prospectus supplement with regard to each particular series of preferred stock. Each prospectus
supplement will describe, as to the series of preferred stock to which it relates:
| · | the title of the series; |
| · | designations, powers, preferences and relative, participating, optional, special and other rights, if any, to which holders of the
series will be entitled; |
| · | the terms, if any, on which the series may be redeemed; |
| · | the voting rights, if any, of the holders of the preferred stock; |
| · | the dividends, if any, that will be payable with regard to the series; |
| · | the right, if any, of the holders of the series to convert it into another class of our stock or securities; and |
| · | any qualifications, limitations and restrictions thereof, applicable to the shares of each series and any other material terms of
the preferred stock. |
Any or all of these rights may be greater than
the rights of the holders of Common Stock. The Board is able, without stockholder approval, to issue preferred stock with voting and other
rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects.
The ability of the Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing
a change of control or the removal of existing management. The Company has no preferred stock outstanding at the date hereof.
Debt Securities
We may issue debt securities from time to time,
in one or more series. The paragraphs below describe the general terms and provisions of the debt securities we may offer under this prospectus.
When we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a prospectus supplement,
including any additional covenants or changes to existing covenants relating to such series. The prospectus supplement also will indicate
whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.
If we issue debt securities at a discount from
their principal amount, then, for purposes of calculating the aggregate initial offering price of the offered securities issued under
this prospectus, we will include only the initial offering price of the debt securities and not the principal amount of the debt securities.
We have summarized below the material provisions
of the indenture that will govern debt securities that we may issue, or indicated which material provisions will be described in the related
prospectus supplement. The prospectus supplement relating to any particular securities offered will describe the specific terms of the
securities, which may be in addition to or different from the general terms summarized in this prospectus. We have included the form of
the indenture as an exhibit to our registration statement of which this prospectus is a part, and it is incorporated herein by reference.
Because the summary in this prospectus and in any applicable prospectus supplement does not contain all of the information that you may
find useful, you should read the documents relating to the securities that are described in this prospectus or in any applicable prospectus
supplement. These documents will be filed as an exhibit to the registration statement of which this prospectus forms a part or will be
incorporated by reference from another report that we file with the SEC. See “Where You Can Find More Information.” References
to an “indenture” are references to the indenture, including any applicable supplemental indenture, under which a particular
series of debt securities is issued.
General
The indenture:
| |
· |
does not limit the amount of debt securities that we may issue; |
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· |
allows us to issue debt securities in one or more series; |
| |
· |
does not require us to issue all of the debt securities of a series at the same time; and |
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· |
allows us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series. |
The prospectus supplement for each offering of
debt securities will provide the following terms, where applicable:
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· |
the title of the debt securities and whether they are senior, senior subordinated or subordinated debt securities; |
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· |
the aggregate principal amount of the debt securities being offered and any limit on their aggregate principal amount, and, if the series is to be issued at a discount from its face amount, the method of computing the accretion of such discount; |
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· |
the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the full principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into Common Stock or preferred stock or the method by which any such portion shall be determined; |
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· |
if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate or the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in relation thereto, and any applicable limitations on the ownership or transferability of Common Stock or preferred stock received on conversion; |
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· |
the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable; |
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· |
the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined; |
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· |
the date or dates, or the method for determining the date or dates, from which interest will accrue; |
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· |
the dates on which interest will be payable; |
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· |
the record dates for interest payment dates, or the method by which we will determine those dates; |
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· |
the persons to whom interest will be payable; |
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· |
the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; |
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· |
any collateral securing the performance of our obligations under the debt securities; |
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· |
the place or places where the principal of, premium, if any, and interest on, the debt securities will be payable; |
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· |
where the debt securities may be surrendered for registration of transfer or conversion or exchange; |
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· |
where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served; |
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· |
any provisions regarding our right to redeem or purchase debt securities or the right of holders to require us to redeem or purchase debt securities; |
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· |
any right or obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision; |
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· |
the currency or currencies (including any composite currency) in which the debt securities are denominated and payable if other than United States dollars, and the currency or currencies (including any composite currency) in which principal, premium, if any, and interest, if any, will be payable, and if such payments may be made in a currency other than that in which the debt securities are denominated, the manner for determining such payments, including the time and manner of determining the exchange rate between the currency in which such securities are denominated and the currency in which such securities or any of them may be paid, and any additions to, modifications of or deletions from the terms of the debt securities to provide for or to facilitate the issuance of debt securities denominated or payable in a currency other than U.S. dollars; |
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· |
whether the amount of payments of principal of, premium, if any, or interest on, the debt securities may be determined according to an index, formula or other method and how such amounts will be determined; |
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· |
whether the debt securities will be in registered form, bearer form or both, and the terms of these forms; |
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· |
whether the debt securities will be issued in whole or in part in the form of a global security and, if applicable, the identity of the depositary for such global security; |
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· |
any provision for electronic issuance of the debt securities or issuance of the debt securities in uncertificated form; |
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· |
whether and upon what terms the debt securities of such series may be defeased or discharged, if different from the provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates; |
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· |
any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus supplement; |
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· |
any deletions from, modifications of, or additions to our events of default or covenants or other provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates; and |
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· |
any other material terms of the debt securities, which may be different from the terms set forth in this prospectus. |
Events of Default
Unless the applicable prospectus supplement states
otherwise, when we refer to “events of default” as defined in the indenture with respect to any series of debt securities,
we mean:
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· |
our failure to pay interest on any debt security of such series when the same becomes due and payable and the continuance of any such failure for a period of 30 days; |
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· |
our failure to pay the principal or premium of any debt security of such series when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; |
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· |
our failure or the failure of any restricted subsidiary to comply with any of its agreements or covenants in, or provisions of, the debt securities of such series or the indenture (as they relate thereto) and such failure continues for a period of 90 days after our receipt of notice of the default from the trustee or from the holders of at least 25 percent in aggregate principal amount of the then outstanding debt securities of that series (except in the case of a default with respect to the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of the assets of us (or any other provision specified in the applicable supplemental indenture or authorizing resolution), which will constitute an event of default with notice but without passage of time); or |
| |
· |
certain events of bankruptcy, insolvency or reorganization occur with respect to the Company or any restricted subsidiary of the Company that is a significant subsidiary (as defined in the indenture). |
If an event of default occurs and is continuing
with respect to debt securities of any series outstanding, then the trustee or the holders of 25% or more in principal amount of the outstanding
debt securities of that series will have the right to declare the principal amount of all the debt securities of that series to be due
and payable immediately. However, the holders of at least a majority in principal amount of outstanding debt securities of such series
may rescind and annul such declaration and its consequences, except an acceleration due to nonpayment of principal or interest on such
series, if the rescission would not conflict with any judgment or decree and if all existing events of default with respect to such series
have been cured or waived.
The indenture also provides that the holders of
at least a majority in principal amount of the outstanding debt securities of any series, by notice to the trustee, may, on behalf of
all holders, waive any existing default and its consequences with respect to such series of debt securities, other than any event of default
in payment of principal or interest.
The indenture will require the trustee to give
notice to the holders of debt securities within 90 days after the trustee obtains knowledge of a default that has occurred and is continuing.
However, the trustee may withhold notice to the holders of any series of debt securities of any default, except a default in payment of
principal or interest, if any, with respect to such series of debt securities, if the trustee considers it in the interest of the holders
of such series of debt securities to do so.
The holders of a majority of the outstanding principal
amount of the debt securities of any series will have the right to direct the time, method and place of conducting any proceedings for
any remedy available to the trustee with respect to such series, subject to limitations specified in the indenture.
Modification, Amendment, Supplement and Waiver
Without notice to or the consent of any holder
of any debt security, we and the trustee may modify, amend or supplement the indenture or the debt securities of a series:
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· |
to cure any ambiguity, omission, defect or inconsistency; |
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· |
to comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of our assets; |
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· |
to provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued or to make a change to specific provisions of the indenture that only applies to any series of debt securities not previously issued or to additional debt securities of a series not previously issued; |
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· |
to create a series and establish its terms; |
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· |
to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
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· |
to release a guarantor in respect of any series which, in accordance with the terms of the indenture applicable to such series, ceases to be liable in respect of its guarantee; |
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· |
to add a guarantor subsidiary in respect of any series of debt securities; |
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· |
to secure any series of debt securities; |
| |
• |
to add to the covenants of the Company for the benefit of the holders or surrender any right or power conferred upon the Company; |
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• |
to appoint a successor trustee with respect to the securities; |
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• |
to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended; |
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• |
to make any change that does not adversely affect the rights of holders in any material respect; or |
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• |
to conform the provisions of the indenture to the final offering document in respect of any series of debt securities. |
The indenture will provide that we and the trustee
may modify, amend, supplement or waive any provision of the debt securities of a series or of the indenture relating to such series with
the written consent of the holders of at least a majority in principal amount of the outstanding debt securities of such series. However,
without the consent of each holder of a debt security the terms of which are directly modified, amended, supplemented or waived, a modification,
amendment, supplement or waiver may not:
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• |
reduce the amount of debt securities of such series whose holders must consent to a modification, amendment, supplement or waiver; |
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• |
reduce the rate of or extend the time for payment of interest, including defaulted interest; |
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• |
reduce the principal of or extend the fixed maturity of any debt security or alter the provisions with respect to redemptions or mandatory offers to repurchase debt securities of a series in a manner adverse to holders; |
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• |
make any change that adversely affects any right of a holder to convert or exchange any debt security into or for shares of our Common Stock or other securities, cash or other property in accordance with the terms of such security; |
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• |
modify the ranking as to contractual right of payment of the debt securities of the relevant series; |
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• |
release any guarantor of any series from any of its obligations under its guarantee or the indenture otherwise than in accordance with the terms of the indenture; |
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• |
make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive payment of principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture or the debt securities of a particular series with the written consent of the holders of such series, except to increase the percentage required for modification or waiver or to provide for consent of each affected holder of debt securities of such series; |
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• |
waive a continuing default or event of default in the payment of principal of or interest on the debt securities (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); or |
| |
• |
make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any holder of a debt security to bring suit as permitted by the indenture. |
The holders of a majority in aggregate principal
amount of the outstanding debt securities of such series may, on behalf of all holders of debt securities of that series, waive any existing
default under, or compliance with, any provision of the debt securities of a particular series or of the indenture relating to a particular
series of debt securities, other than any event of default in payment of interest or principal.
Defeasance
The indenture will permit us to terminate all our
respective obligations under the indenture as they relate to any particular series of debt securities, other than the obligation to pay
interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:
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• |
depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay interest, if any, on and the principal of the debt securities of such series to their maturity or redemption; and |
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• |
complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise. |
The indenture will also permit us to terminate
all of our respective obligations under the indenture as they relate to any particular series of debt securities, including the obligations
to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:
| |
• |
depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay interest, if any, on and the principal of the debt securities of such series to their maturity or redemption; and |
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• |
complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise. |
In addition, the indenture will permit us to terminate
substantially all our respective obligations under the indenture as they relate to a particular series of debt securities by depositing
with the trustee money or government obligations sufficient to pay all principal of and interest on such series at its maturity or redemption
date if the debt securities of such series will become due and payable at maturity within one year or are to be called for redemption
within one year of the deposit.
Transfer and Exchange
A holder will be able to transfer or exchange debt
securities only in accordance with the indenture. The registrar may require a holder, among other things, to furnish appropriate endorsements
and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.
Concerning the Trustee
The indenture will contain limitations on the rights
of the trustee, should it become our creditor, to obtain payment of claims in specified cases or to realize on property received in respect
of any such claim as security or otherwise. The indenture will permit the trustee to engage in other transactions; however, if the trustee
acquires any conflicting interest, it must eliminate such conflict or resign.
No Recourse Against Others
The indenture will provide that there is no recourse
under any obligation, covenant or agreement in the applicable indenture or with respect to any debt security against any of our or our
successor’s past, present or future stockholders, employees, officers or directors.
Governing Law
The laws of the State of New York will govern the
indenture and the debt securities.
Warrants
We may issue warrants for the purchase of Common
Stock, preferred stock, or debt securities. Warrants may be issued independently or together with our Common Stock, preferred stock, or
debt securities and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our
agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial
owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with the offering of warrants.
The prospectus supplement relating to a particular
issue of warrants will describe the terms of those warrants, including the following:
| • | the title of the warrants; |
| • | the offering price for the warrants, if any; |
| • | the aggregate number of the warrants; |
| • | the designation and terms of the securities that may be purchased upon exercise of the warrants; |
| • | if applicable, the designation and terms of the securities together with which the warrants are issued and the number of warrants
issued with each security; |
| • | any date from and after which the warrants and any securities issued with them will be separately transferable; |
| • | the principal amount of or number of shares of stock that may be purchased upon exercise of a warrant and the price at which the debt
securities may be purchased upon exercise; |
| • | the dates on which the right to exercise the warrants will commence and expire; |
| • | any minimum or maximum amount of the warrants that may be exercised at any one time; |
| • | if applicable, a discussion of material United States federal or other income tax considerations; |
| • | any anti-dilution provisions of the warrants; |
| • | any redemption or call provisions applicable to the warrants; and |
| • | any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants. |
Subscription Rights
We may issue rights to purchase our securities.
The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection with any rights offering, we
may enter into a standby underwriting, standby purchase or other arrangement with one or more underwriters or other persons pursuant to
which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.
In connection with a rights offering to holders of our capital stock a prospectus supplement will be distributed to such holders on or
after the record date for receiving rights in the rights offering set by us.
We will file as exhibits to the registration statement
of which this prospectus is a part, or will incorporate by reference from a Current Report on Form 8-K that we file with the SEC,
forms of the subscription rights, standby underwriting agreement or other agreements, if any. The prospectus supplement relating to any
rights that we offer will include specific terms relating to the offering, including, among other matters:
| • | the price, if any, for the subscription rights; |
| • | the date of determining the stockholders entitled to the distribution of subscription rights; |
| • | the number of subscription rights issued to each holder; |
| • | the number and terms of each share of Common Stock, preferred stock, debt securities or other securities which may be purchased per
each subscription right; |
| • | the extent to which the subscription rights are transferrable; |
| • | the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall
expire; |
| • | the extent to which the subscription rights may include an oversubscription privilege, if any, with respect to unsubscribed securities; |
| • | if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering
of subscription rights; |
| • | any other terms of the subscription rights, including the terms, procedures and limitations related to the distribution, exchange
and exercise of the subscription rights; and |
| • | any applicable material federal income tax considerations. |
Each right would entitle the holder of the rights
to purchase the principal amount of securities at the exercise price set forth in the applicable prospectus supplement. Rights may be
exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.
After the close of business on the expiration date, all unexercised rights will become void.
Holders may exercise rights as described in the
applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate
trust office of the rights agent, if any, or any other office indicated in the prospectus supplement, we will, as soon as practicable,
forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised,
we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or
through a combination of such methods, including pursuant to standby underwriting or purchase arrangements, as described in the applicable
prospectus supplement.
Purchase Contracts and Purchase Units
We may issue purchase contracts for the purchase
or sale of Common Stock, preferred stock or debt securities issued by us, or any combination of the foregoing. Each purchase contract
will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase on specified dates, such securities at a specified
purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. The purchase contracts may
require us to make periodic payments to the holders thereof. These payments may be unsecured or prefunded on a basis to be specified in
the prospectus supplement relating to such purchase contracts. The purchase contracts may be issued separately or as part of units consisting
of a purchase contract and an underlying security, which may include debt obligations of third parties, such as U.S. treasury securities,
that is pledged by the holder of a purchase contract to secure its obligations under the purchase contract.
The prospectus supplement relating to any purchase
contracts or purchase units we are offering will describe the terms of the purchase contracts, the purchase units and any applicable pledge
or depository arrangements, including one or more of the following:
| • | the amount that a holder will be obligated to pay under the purchase contract, or the formula by which such amount shall be determined; |
| • | the settlement date or dates on which the holder will be obligated to purchase securities, and the conditions, if any, under which
the settlement date may occur on an earlier date; |
| • | the events, if any, that will cause our obligations and the obligations of the holder under the purchase contract to terminate; |
| • | the settlement rate, which will determine the number of shares or other securities to be purchased, which may be determined by a formula,
which may be based on the market price of our Common Stock or preferred stock over a specified period or determined by reference to other
factors; |
| • | whether the purchase contracts will be issued separately or as part of purchase units; |
| • | the type of underlying security, if any, that is part of a purchase unit; |
| • | the terms of any pledge arrangement relating to any underlying securities, including the terms on which distributions or payments
of interest or principal on any underlying securities will be retained by a collateral agent, delivered to us or distributed to the holder;
and |
| • | any other terms of the purchase contracts or purchase units. |
Depositary Shares
We may elect to offer fractional interests in
shares of our preferred stock instead of whole shares of preferred stock. If so, we will allow a depositary to issue depositary shares,
each of which will represent a fractional interest of a share of preferred stock, as described in the prospectus supplement.
Deposit Agreement
The shares of the preferred stock underlying any
depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company acting as depositary with
respect to that series. The depositary will have its principal office in the United States and have a combined capital and surplus of
at least $50,000,000. The prospectus supplement relating to a series of depositary shares will include the name and address of the depositary.
Under the deposit agreement, each owner of a depositary share will be entitled, in proportion of its fractional interest in a share of
the preferred stock underlying that depositary share, to all the rights and preferences of that preferred stock, including dividend, voting,
redemption, conversion, exchange and liquidation rights.
Depositary shares will be evidenced by one or
more depositary receipts issued under the deposit agreement.
Dividends and Other Distributions
The depositary will distribute all cash dividends
or other cash distributions in respect of the preferred stock to each record depositary shareholder based on the number of the depositary
shares owned by that holder on the relevant record date. The depositary will distribute only that amount that can be distributed without
attributing to any depositary shareholders a fraction of one cent, and any balance not so distributed will be added to and treated as
part of the next sum received by the depositary for distribution to record depositary shareholders.
If there is a distribution other than in cash,
the depositary will distribute property to the entitled record depositary shareholders, unless the depositary determines that it is not
feasible to make that distribution. In that case the depositary may, with our approval, adopt the method it deems equitable and practicable
for making that distribution, including any sale of property and the distribution of the net proceeds from this sale to the concerned
holders.
Each deposit agreement will also contain provisions
relating to the manner in which any subscription or similar rights we offer to preferred shareholders of the relevant series will be made
available to depositary shareholders.
Withdrawal of Stock
Upon surrender of depositary receipts at the depositary’s
office, the holder of the relevant depositary shares will be entitled to the number of whole shares of the related preferred stock series
and any money or other property those depositary shares represent. Depositary shareholders will be entitled to receive whole shares of
the related preferred stock series on the basis described in the applicable prospectus supplement, but holders of those whole preferred
stock shares will not afterwards be entitled to receive depositary shares in exchange for their shares. If the depositary receipts the
holder delivers evidence a depositary share number exceeding the whole share number of the related preferred stock series to be withdrawn,
the depositary will deliver to that holder a new depositary receipt evidencing the excess number of depositary shares.
Redemption and Liquidation
The terms on which the depositary shares relating
to the preferred stock of any series may be redeemed, and any amounts distributable upon our liquidation, dissolution or winding up, will
be described in the applicable prospectus supplement.
Convertibility and Exchangeability
Shares of a series of preferred stock may be convertible
or exchangeable into shares of our Common Stock, another series of preferred stock or other securities or property. The conversion or
exchange may be mandatory or optional. The applicable prospectus supplement will specify whether the preferred stock being offered has
any conversion or exchange features, and will describe all the related terms and conditions.
Voting
Upon receiving notice of any meeting at which
preferred shareholders of any series are entitled to vote, the depositary will mail the information contained in that notice to the record
depositary shareholders relating to those series of preferred stock. Each depositary shareholder on the record date will be entitled to
instruct the depositary on how to vote the shares of preferred stock underlying that holder’s depositary shares. The depositary
will vote the preferred stock shares underlying those depositary shares according to those instructions, and we will take reasonably necessary
actions to enable the depositary to do so. If the depositary does not receive specific instructions from the depositary shareholders relating
to that preferred stock, it will abstain from voting those preferred stock shares, unless otherwise discussed in the prospectus supplement.
Amendment and Termination of Deposit Agreement
We and the depositary may amend the depositary
receipt form evidencing the depositary shares and the related deposit agreement. However, any amendment that significantly affects the
rights of the depositary shareholders will not be effective unless holders of a majority of the outstanding depositary shares approve
that amendment. We or the depositary may terminate a deposit agreement only if:
| • | we have redeemed or reacquired all outstanding depositary shares relating to the deposit agreement; |
| • | all preferred stock of the relevant series has been withdrawn; or |
| • | there has been a final distribution in respect of the preferred stock of any series in connection with our liquidation, dissolution
or winding up and such distribution has been made to the related depositary shareholders. |
Charges of Depositary
We will pay all charges of each depositary in
connection with the initial deposit and any redemption of the preferred stock. Depositary shareholders will be required to pay any other
transfer and other taxes and governmental charges and any other charges expressly provided in the deposit agreement to be for their accounts.
Title
We and each depositary and any of our respective
agents may treat the registered owner of any depositary share as the absolute owner of that share, whether or not any payment in respect
of that depositary share is overdue and despite any notice to the contrary, for any purpose.
Resignation and Removal of Depositary
A depositary may resign at any time by issuing
us a notice of resignation, and we may remove any depositary at any time by issuing it a notice of removal. Resignation or removal will
take effect upon the appointment of a successor depositary and its acceptance of appointment. That successor depositary must:
| • | be appointed within 60 days after delivery of the notice of resignation or removal; |
| • | be a bank or trust company having its principal office in the United States; and |
| • | have a combined capital and surplus of at least $50,000,000. |
Miscellaneous
Each depositary will forward to the relevant depositary
shareholders all our reports and communications that we are required to furnish to preferred shareholders of any series.
Neither we nor the depositary will be liable if
either of us is prevented or delayed by law or any circumstance beyond its control in performing its obligations under any deposit agreement.
Our obligations and the obligations of each depositary under any deposit agreement will be limited to performance in good faith of the
duties under that agreement, and the depositary will not be obligated to prosecute or defend any legal proceeding in respect of any depositary
shares or preferred stock unless they are provided with satisfactory indemnity. Each depositary may rely upon written advice of counsel
or accountants, or information provided by persons presenting preferred stock for deposit, depositary shareholders or other persons believed
to be competent and on documents believed to be genuine.
Units
We may issue units comprised of one or more of
the other securities described in this prospectus in any combination from time to time. Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of
a holder of each included security. If we issue units, they may be evidenced by unit agreements or unit certificates issued under one
or more unit agreements, which will be contracts between us and the holders of the units or an agent for the holders of the units. The
unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately,
at any time or at any time before a specified date. We encourage you to read the prospectus supplement that relates to any units we may
offer, as well as, if applicable, the complete unit agreement or unit certificate that contain the terms of the units. If we issue units,
the forms of unit agreements and unit certificates, if applicable, relating to the units will be filed as exhibits to the registration
statement that includes this prospectus, or as an exhibit to a filing with the SEC that is incorporated by reference into this prospectus.
PLAN
OF DISTRIBUTION
We may sell our securities from time to time in
any manner permitted by the Securities Act of 1933, as amended, or the Securities Act, including any one or more of the following ways:
| • | to or through underwriters; |
| • | to or through broker-dealers (acting as agent or principal); |
| • | in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market
maker or into an existing trading market, on an exchange or otherwise; and/or |
| • | directly to purchasers, through a specific bidding or auction process or otherwise. |
The securities may be sold at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at
negotiated prices.
Offers to purchase offered securities may be solicited
by agents designated by us from time to time. Any agent involved in the offer or sale of the offered securities in respect of which this
prospectus is delivered will be named, and any commissions payable by us will be set forth, in the applicable prospectus supplement. Unless
otherwise set forth in the applicable prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period
of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the offered securities
so offered and sold.
We will set forth in a prospectus supplement the
terms of the offering of our securities, including:
| • | the name or names of any agents, underwriters or dealers; |
| • | the purchase price of our securities being offered and the proceeds we will receive from the sale; |
| • | any over-allotment options under which underwriters may purchase additional securities from us; |
| • | any agency fees or underwriting discounts and commissions and other items constituting agents’ or underwriters’ compensation; |
| • | the public offering price; |
| • | any discounts or concessions allowed or reallowed or paid to dealers; and |
| • | any securities exchanges on which such securities may be listed. |
If offered securities are sold to the public by
means of an underwritten offering, either through underwriting syndicates represented by managing underwriters or directly by the managing
underwriters, we will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter
or underwriters, as well as any other underwriters, will be set forth in the applicable prospectus supplement. In addition, the terms
of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth
in the applicable prospectus supplement, which prospectus supplement will be used by the underwriters to make resales of the offered securities.
If underwriters are utilized in the sale of the offered securities, the offered securities will be acquired by the underwriters for their
own account and may be resold from time to time in one or more transactions, including:
| • | transactions on The NASDAQ Capital Market or any other organized market where the securities may be traded; |
| • | in the over-the-counter market; |
| • | in negotiated transactions; or |
| • | under delayed delivery contracts or other contractual commitments. |
We may grant to the underwriters options to purchase
additional offered securities to cover over-allotments, if any, at the public offering price with additional underwriting discounts or
commissions, as may be set forth in the applicable prospectus supplement. If we grant any over-allotment option, the terms of the over-allotment
option will be set forth in the applicable prospectus supplement.
We may authorize agents or underwriters to solicit
offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe
the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may indemnify agents, underwriters and dealers
against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may
be required to make in respect of such liabilities. Agents, underwriters or dealers, or their respective affiliates, may be customers
of, engage in transactions with or perform services for us or our respective affiliates, in the ordinary course of business.
Unless otherwise specified in the applicable prospectus
supplement, each class or series of securities will be a new issue with no established trading market, other than our Common Stock, which
is traded on The NASDAQ Capital Market. We may elect to list any other class or series of securities on any exchange and, in the case
of our Common Stock, on any additional exchange. However, unless otherwise specified in the applicable prospectus supplement, we will
not be obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance
as to the liquidity of the trading market for any of the offered securities.
Any underwriter may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934, as amended. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering
or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the
open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession
from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short
positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of the activities at any time.
To comply with the securities laws of certain
states, if applicable, the securities offered by this prospectus will be offered and sold in those states only through registered or licensed
brokers or dealers.
LEGAL
MATTERS
The validity of the issuance of the securities
offered by this prospectus has been passed upon for us by Neal Gerber & Eisenberg LLP
of Chicago, Illinois. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named
in any applicable prospectus supplement.
EXPERTS
The balance sheets of Hycroft Mining Holding Corporation
as of December 31, 2020 and 2019 and the related statements of operations, stockholders’ equity, and cash flows for each of
the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the “financial
statements” have been audited by Plante & Moran PLLC, an independent registered public accounting firm, as stated in their
report thereon and have been included in the registration statement of which this prospectus forms a part in reliance upon such report
and upon the authority of such firm as experts in accounting and auditing.
Employees of M3 Engineering & Technology
Corporation and SRK Consulting (U.S.), Inc. and Steven Newman (RM-SME) and Richard F. DeLong (P.Geo) have prepared the Hycroft Technical
Report. Each of the individuals who prepared the Hycroft Technical Report is a qualified person as defined in subpart 1300 of Regulation S-K.
Steven Newman was Director of Feasibility Studies at the Company at the time of issuance of the Hycroft Technical Report. Richard F. DeLong
is an employee of EM Strategies, Inc. Other than Steven Newman, who was employed by the Company, none of the qualified persons, or
the employers of any of the qualified persons, is an affiliate of Company.
As at the date hereof, none of the above named
experts has received, or is to receive, in connection with the offering, an interest, direct or indirect, in our Company.
WHERE
YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement
on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which forms a part
of such registration statement, does not contain all of the information included in the registration statement. For further information
pertaining to us and our securities, you should refer to the registration statement and to its exhibits. The registration statement has
been filed electronically and may be obtained in any manner listed below. Whenever we make reference in this prospectus to any of our
contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an
exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract or document
that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration statement
or report is qualified in all respects by the filed exhibit.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s
website at www.sec.gov or can be accessed through our website at www.hycroftmining.com/investors. The information found on, or that can
be accessed from or that is hyperlinked to, our website is not part of this prospectus. You may inspect a copy of the registration statement
through the SEC’s website, at www.sec.gov.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC permits us to “incorporate by reference”
the information and reports we file with it. This means that we can disclose important information to you by referring to another document.
The information that we incorporate by reference is considered to be part of this prospectus, and later information that we file with
the SEC automatically updates and supersedes this information. We incorporate by reference the documents listed below, except to the extent
information in those documents is different from the information contained in this prospectus, and all future documents filed with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (other than the portions thereof deemed to be furnished to the
SEC pursuant to Item 9 or Item 12) until we terminate the offering of these securities:
| 3. | Our Current Reports on Form 8-K, which were filed on January 12, 2021, January 20, 2021, March 12, 2021, March 24, 2021, April 15, 2021, April 22, 2021, May 6, 2021, May 17, 2021 and May 24, 2021 (in each case excluding any
information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K unless otherwise indicated therein); |
| 4. | The description of our Common Stock in the Second Amended and Restated Certificate of Incorporation of Mudrick Capital Acquisition
Corporation and Amended and Restated Bylaws of Mudrick Capital Acquisition Corporation, each of which is incorporated by reference to
Exhibit 3.1 and Exhibit 3.2, respectively, to our Current Report on Form 8-K12B, filed with the SEC on June 4, 2020;
and |
| 5. | All documents we file with the SEC under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act (other than those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or other
information “furnished” to the SEC unless we specifically state in such Current Report that such information is to be considered
“filed” under the Exchange Act or we incorporate it by reference into a filing under the Securities Act of 1933, as amended,
or the Exchange Act) after the date of this prospectus and prior to the termination of this offering made by way of this prospectus. These
documents include periodic reports, such as Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K (other than the portions of those documents not deemed to be filed, which is deemed not to be incorporated
by reference in this Registration Statement). |
To
the extent that any statement in this prospectus is inconsistent with any statement that is incorporated by reference and that was made
on or before the date of this prospectus, the statement in this prospectus shall supersede such incorporated statement. The incorporated
statement shall not be deemed, except as modified or superseded, to constitute a part of this prospectus or the registration statement.
Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Statements contained
in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, we refer you
to the copy of each contract or document filed as an exhibit to our various filings made with the SEC.
You may request a copy of these filings, at no
cost, by writing or telephoning us at the following address or telephone number:
Hycroft Mining Holding Corporation
Attn: Investor Relations
8181 East Tufts Avenue, Suite 510
Denver, Colorado
(303) 524-1947
You may also direct your requests via email to
investors@hycroftmining.com.
Up
to $500,000,000 of Shares
Hycroft
Mining Holding Corporation
Class A Common Stock
PROSPECTUS SUPPLEMENT
B. Riley Securities
The date of this prospectus supplement is March
15, 2022
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