HYMC Hycroft Mining Holding Corporation

On March 15, 2022, Hycroft Mining Holding Corporation (the “Company”) implemented an “at the market offering ” program by entering into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”). Under the terms of the Sales Agreement, the Company may from time to time to or through the Agent, acting as sales agent or principal, offer and sell shares of its Class A common stock (the “Shares”), par value $0.0001 per share (“Common Stock”), having a gross sales price of up to $500,000,000.

Sales of the Shares, if any, may be made in any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement, the Agent (at the Company’s election) will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the Shares as directed by the Company on the terms and subject to the conditions of the Sales Agreement. The compensation payable to the Agent for sales of Shares pursuant to the Sales Agreement will be equal to 3.0% of the gross sales price for any Shares sold through it as sales agent under the Sales Agreement.

Shares sold under the Sales Agreement, if any, will be issued pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-257567) (the “Registration Statement”) that the Securities and Exchange Commission declared effective on July 13, 2021, including the prospectus, dated July 13, 2021, and the prospectus supplement, dated March 15, 2022, as the same may be amended or supplemented.

The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of the sale of all Common Stock subject to the Sales Agreement or the termination of the Sales Agreement by the Company or by the Agent.

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

The legal opinion of Neal, Gerber & Eisenberg LLP as to the legality of the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.