Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on a Current Report on Form 8-K filed on August 31, 2020 by Hycroft Mining Holding Corporation (the "Company"), Diane R. Garrett, Ph.D., the Company's President and Chief Executive Officer, has the right under her employment agreement with the Company to receive equity-based compensation which, per her employment agreement, was initially targeted at 200% of her base salary, with 50% (or $550,000 worth) of such awards initially in the form of performance-based equity awards and 50% (or $550,000 worth) of such awards initially in the form of time-based equity awards. On December 15, 2020, the Company offered Dr. Garrett $550,000 worth of time-based restricted stock units ("RSUs") per her employment agreement. However, Dr. Garrett did not accept her full time-based equity award and requested that a portion of those time-based RSUs be re-allocated and granted to other employees rather than herself. As a result, on December 15, 2020, Dr. Garrett accepted $250,000 in value in the amount of 34,966 RSUs, based upon the fair market value of the Company's common stock on the date of grant, rather than the 76,924 RSUs she would have been eligible to receive. Dr. Garrett's RSUs will vest, subject to continued employment, in three equal installments on each of May 28, 2021, May 27, 2022 and May 29, 2023.

On December 17, 2020, the Company awarded Mr. Stanton Rideout, its Executive Vice President and Chief Financial Officer, a portion of the re-allocated RSUs equal to $150,000 in value in the amount of 19,109 RSUs, based on the fair market value of the Company's common stock on the date of grant, in recognition of his contributions to the Company and to incentivize his future performance. Mr. Rideout's RSUs have the same vesting schedule as Dr. Garrett's.




Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits
The list of exhibits is set forth on the Exhibit Index of this Current Report on
Form 8-K and is incorporated herein by reference.

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