As
previously disclosed in the Current Report on Form 8-K filed on April 6, 2023 (the “April 6th 8-K”) by Hycroft
Mining Holding Corporation (the “Company”), on April 3, 2023, the Company filed a petition in the Delaware Court of Chancery
(the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (“DGCL”), seeking validation
of amendments to the Company’s certificate of incorporation increasing the authorized shares of Class A common stock of the Company
(as further described below).
At
a special meeting of the stockholders of the Company held on May 29, 2020 (the “2020 Special Meeting”), a majority of the
then-outstanding shares of the Company’s Class A common stock and Class B common stock, voting as a single class, voted to approve
the Company’s Second Amended and Restated Certificate of Incorporation, which, among other things, increased the authorized shares
of the Company’s Class A common stock from 100,000,000 to 400,000,000 (the “First Authorized Share Charter Amendment”).
On March 15, 2022, the holders of a majority of the then-outstanding Class A common stock delivered to the Company written consents approving
an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, which increased the authorized shares of
the Company’s Class A common stock from 400,000,000 to 1,400,000,000 (the “Second Authorized Share Charter Amendment”
and, together with the First Authorized Share Charter Amendment, the “Charter Amendments”).
A
recent decision of the Court of Chancery had created uncertainty regarding the validity of the Charter Amendments and whether a separate
vote of the majority of the then-outstanding shares of Class A common stock would have been required under Section 242(b)(2) of the DGCL
for the First Authorized Share Charter Amendment. Further, in reliance on the validity of the First Authorized Share Charter Amendment
and the Second Amended and Restated Certificate of Incorporation, the Company filed the Second Authorized Share Charter Amendment with
the Secretary of State of the State of Delaware.
The
Company continues to believe that a separate vote of Class A common stock was not required to approve the First Authorized Share Charter
Amendment. However, in light of the recent Court of Chancery decision, the Company filed a petition (the “Petition”) in the
Court of Chancery pursuant to Section 205 of the DGCL (i) seeking validation of the Charter Amendments to resolve any uncertainty with
respect thereto; and (ii) declaring that all shares of Class A common stock, and other securities that are convertible, exercisable or
exchangeable into Class A common stock, issued in reliance on the Charter Amendments are valid and effective (the “Section 205
Action”). Section 205 of the DGCL permits the Court of Chancery, in its discretion, to validate potentially defective corporate
acts and stock after considering a variety of factors. The Section 205 Action filed by the Company in the Court of Chancery is captioned
In re Hycroft Mining Holding Corporation, C.A. No. 2023-0394-LWW (Del. Ch.). A copy of the Petition was attached as Exhibit 99.1
to the April 6th 8-K and is incorporated herein by reference. The same day the Section 205 Action was filed, the Company also
moved that the Court of Chancery’s consideration of the Section 205 Action be expedited.
On
April 24, 2023, the Court of Chancery held a hearing to consider the merits of the Petition, and granted an order pursuant to Section
205 of the DGCL validating and declaring effective (i) the stockholder vote at the 2020 Special Meeting approving the First Authorized
Share Charter Amendment; (ii) the Charter Amendments; and (ii) the shares issued or to be issued in reliance thereon, each as of the
date and time of the original issuance of such shares.
A
copy of the Court of Chancery’s order is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein
by reference.