HYMC Hycroft Mining Holding Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 12, 2023

 

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		001-38387		82-2657796
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

4300 Water Canyon Road, Unit 1

Winnemucca, Nevada 89445

(Address of principal executive offices) (Zip code)

 

(775) 304-0260

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		HYMC		The Nasdaq Capital Market
Warrants to purchase Common Stock		HYMCW		The Nasdaq Capital Market
Warrants to purchase Common Stock		HYMCL		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On July 12, 2023, Hycroft Mining Holding Corporation (the “Company”) issued a press release providing a corporate update, including an update on certain financial results for the quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

On July 13, 2023, the Company issued a press release announcing that it has been working with Shareholder Intelligent Services, LLC (“ShareIntel”) for several months to review the trading of the Company’s common stock in order to track, identify, and monitor for potentially illegal short selling activities and deploy solutions to help combat any such activities. To date, ShareIntel’s analysis has identified reporting imbalances in Hycroft’s shares which may be the by-product of non-compliant or abusive short selling activity.

 

The information included in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press release issued by the registrant on July 12, 2023.
99.2		Press release issued by the registrant on July 13, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: July 13, 2023	HYCROFT MINING HOLDING CORPORATION
	By:	/s/ Stanton Rideout
		Stanton Rideout
		Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

HYCROFT PROVIDES CORPORATE UPDATE

 

WINNEMUCCA, NV, July 12, 2023 - Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”), a gold and silver development company that owns the Hycroft Mine in the prolific mining region of Northern Nevada, provides an update on the Company’s activities.

 

Diane Garrett, President and CEO commented, “Hycroft is in a unique and enviable position in the precious metals industry. Not only do we own one of the world’s largest gold and silver deposits, we also have over $117 million in cash as of June 30, 2023, with no principal debt payments due until 2027 (for more details please visit www.hycroftmining.com). So many companies today are struggling to raise money given the current market conditions and lack of funds flow into the sector, but thanks to AMC Entertainment, Eric Sprott and our follow-on loyal shareholders that participated in the 2022 at- the-market equity offering, we were able to raise sufficient funds to support the Company for years to come. We are disappointed with our current share price given the recent positive developments at Hycroft, our strong cash position, a well-established management team known for creating value for shareholders and a world class asset in a Tier 1 mining jurisdiction. It is often said in our industry, properly developing an orebody is a marathon not a sprint, requiring patience and diligence to define, design and develop a project that delivers maximum value to our shareholders. The Company’s strategic focus is to create shareholder value by developing the Hycroft Mine to generate significant positive cash flows and build a successful multi-asset mining company.”

 

Key Highlights

 

	●	The Company continues to maintain a Total Reportable Injury Frequency Rate (“TRIFR”) of 0.00 for twelve months trailing and sixteen months to date. Additionally, the Company has surpassed one million man-hours without a Lost Time Incident.
	●	Drilling is well underway within the resource footprint to optimize the initial years of the mine plan for the sulfide operation. These drill results will be incorporated into the mine plan and the upcoming Pre-Feasibility Study (“PFS”) targeted for completion in the first half of 2024. Drill results will be disclosed once assays have been received.
	●	Drill permits have been received for the Oscar and School Bus step-out exploration targets in the Company’s vastly underexplored land position. These exploration targets are located outside the current plan of operation near the historical high-grade Rosebud Mine. Based on the results from our 2022 Hyperspectral program and our review of the exploration information received from Newmont Mining as part of the Company’s purchase of Newmont’s fifty-percent undivided interest in three patented Rosebud claims (Lucky Boy 1, Lucky Boy 2, and White Alps), the Oscar and School Bus exploration targets have become a high priority.

 

 

 

	●	The Company also has a drill permit pending for the Wild Rose exploration target. This high priority step-out target area is situated outside the plan of operation adjacent to the high-grade silver Vortex zone.
	●	The Company continues to identify additional high potential exploration targets on its land outside the current plan of operation through exploration groundwork, geophysics, and continued review of the data received from Newmont.
	●	Metallurgical and variability test work is nearing completion. To date, the test work demonstrates flotation gold and silver recoveries averaging between 7-10% higher than the flotation recoveries reflected in the Company’s most recent initial assessment technical report. Benchtop testing of recoveries from pressure oxidation has been initiated with results anticipated by the end of the third quarter of 2023.
	●	In 2022, the Company sold $13.6 million of surplus equipment, and Hycroft financed $12.45 million of the purchase price. In the second quarter of 2023 the Company agreed to extend the final payment from June 30, 2023 to June 30, 2024. The purchaser pays the Company interest monthly on the $12.45 million balance at the rate of 7.5% per annum, which is approximately 50 percent higher than current interest rates received on the Company’s invested cash.

 

About Hycroft Mining Holding Corporation

 

Hycroft is a US-based, gold, and silver company developing the Hycroft Mine located in the world-class mining region of Northern Nevada.

 

FOR FURTHER INFORMATION contact info@hycroftmining.com or visit our website at www.hycroftmining.com.

 

Diane R. Garrett,

President & CEO

 

Cautionary Note Regarding Forward-Looking Statements.

 

This news release contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Securities Exchange Act of 1934, as amended, or the United 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 such things as 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. Forward-looking statements include, but are not limited to (i) risks related to changes in our operations at the Hycroft Mine, including risks associated with the cessation of mining operations at the Hycroft Mine; uncertainties concerning estimates of mineral resources; risks related to a lack of a completed feasibility study; and risks related to our ability to re-establish commercially feasible mining operations; (ii) industry related risks including fluctuations in the price of gold and silver; the commercial success of, and risks related to, our exploration and development activities; uncertainties and risks related to our reliance on contractors and consultants; availability and cost of equipment, supplies, energy, or reagents. The exploration target does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve, as ranges of potential tonnage and grade (or quality) of the exploration target are conceptual in nature; there has been insufficient exploration of the relevant property or properties to estimate a mineral resource; and it is uncertain if further exploration will result in the estimation of a mineral resource. 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. Please see our “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q for the periods ended March 31, 2023 , and other reports filed with the SEC 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 news release. In addition, even if our results, performance, or achievements are consistent with the forward- looking statements contained in this news release, 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 news release speak only as of the date of those statements. We undertake no obligation to update those statements or publicly announce the results of any revisions to any of those statements to reflect future events or developments.

 

 

 

 

Exhibit 99.2

 

 

HYCROFT TAKES ACTION TO PROTECT SHAREHOLDERS AGAINST POTENTIALLY ILLEGAL TRADING ACTIVITIES

 

WINNEMUCCA, NV, July 13, 2023 - Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”), a gold and silver development company that owns the Hycroft Mine in the prolific mining region of Northern Nevada, announces that it has been working with Shareholder Intelligent Services, LLC (“ShareIntel”) for several months to review the trading of the Company’s common stock in order to track, identify, and monitor for potentially illegal short selling activities and deploy solutions to help combat any such activities.

 

To date, ShareIntel’s analysis has identified reporting imbalances in Hycroft’s shares which may be the by-product of non-compliant or abusive short selling activity.

 

Diane Garrett, President and CEO commented, “Based on the findings of ShareIntel’s analysis to date, we are deeply concerned that Hycroft may have been the target of a market manipulation scheme involving illegal short selling. Hycroft’s Board and management are committed to protecting our investors and maximizing shareholder value, and we will take all actions necessary to ensure Hycroft is not the target of market manipulation. We will continue to work with ShareIntel to combat potentially manipulative and egregious illegal short selling and trading activities to help ensure fair market conditions.”

 

“ShareIntel tracks and monitors critical broker-dealer and shareholder movements”, said David Wenger, President and Chief Executive Officer of ShareIntel. “We look forward to continuing efforts to help Hycroft identify parties to potentially abusive and illegal naked short selling, implement action plans to mitigate such activity and help maximize shareholder ownership transparency.”

 

About Shareholder Intelligence Services, LLC

 

Shareholder Intelligence Services, LLC or “ShareIntel”, is a compliance-driven Software-as-a-Service (“SAAS”) provider, retained by public companies to track shareholder ownership, monitor critical broker-dealer and shareholder movement. This process is managed through a proprietary patented web-based application known as the “Data Repository Information Link” system, DRIL-Down^TM. The ShareIntel solution empowers public companies with unique analytical tools and provides actionable analytic metrics to help identify abusive short selling, coordinate, and monitor for regulatory compliance and provide solutions to the client. For more information: www.shareintel.com

 

 

 

 

About Hycroft Mining Holding Corporation

 

Hycroft is a US-based, gold, and silver company developing the Hycroft Mine located in the world-class mining region of Northern Nevada.

 

FOR FURTHER INFORMATION contact info@hycroftmining.com or visit our website at www.hycroftmining.com.

 

Diane R. Garrett,
President & CEO

 

Cautionary Note Regarding Forward-Looking Statements.

 

This news release contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Securities Exchange Act of 1934, as amended, or the United 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 such things as 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. Forward-looking statements include, but are not limited to (i) risks related to changes in our operations at the Hycroft Mine, including risks associated with the cessation of mining operations at the Hycroft Mine; uncertainties concerning estimates of mineral resources; risks related to a lack of a completed feasibility study; and risks related to our ability to re-establish commercially feasible mining operations; (ii) industry related risks including fluctuations in the price of gold and silver; the commercial success of, and risks related to, our exploration and development activities; uncertainties and risks related to our reliance on contractors and consultants; availability and cost of equipment, supplies, energy, or reagents. The exploration target does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve, as ranges of potential tonnage and grade (or quality) of the exploration target are conceptual in nature; there has been insufficient exploration of the relevant property or properties to estimate a mineral resource; and it is uncertain if further exploration will result in the estimation of a mineral resource. 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. Please see our “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q for the periods ended March 31, 2023, and other reports filed with the SEC 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 news release. In addition, even if our results, performance, or achievements are consistent with the forward- looking statements contained in this news release, 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 news release speak only as of the date of those statements. We undertake no obligation to update those statements or publicly announce the results of any revisions to any of those statements to reflect future events or developments.

 

 

 

v3.23.2

Cover	Jul. 12, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 12, 2023
Entity File Number	001-38387
Entity Registrant Name	HYCROFT MINING HOLDING CORPORATION
Entity Central Index Key	0001718405
Entity Tax Identification Number	82-2657796
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4300 Water Canyon Road
Entity Address, Address Line Two	Unit 1
Entity Address, City or Town	Winnemucca
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89445
City Area Code	(775)
Local Phone Number	304-0260
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HYMC
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	HYMCW
Security Exchange Name	NASDAQ
Warrants To Purchase Common Stock Member 1 [Member]
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	HYMCL
Security Exchange Name	NASDAQ

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