Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
Hycroft Mining Holding Corporation (the "Company") entered into a Waiver and
Amendment to Transition and Succession Agreement and Consulting Agreement dated
as of October 6, 2021 (the "Waiver and Amendment") with Randy Buffington
("Buffington"), the Chairman of the Board, President and Chief Executive Officer
of the Company until his resignation from such positions effective July 1, 2020.
The Waiver and Amendment amends the Transition and Succession Agreement (the
"Transition Agreement") and the Consulting Agreement each between the Company
and Buffington, dated as of July 1, 2020. The Waiver and Amendment also amends
the Employee Nondisclosure, Noncompetition, Nonsolicitation and Inventions
Agreement with Hycroft Mining Corporation, dated October 19, 2015, (the "ENNNI
Agreement"), which ENNNI Agreement was assigned to and assumed by the Company
and amended by the Transition Agreement. Copies of the Transition Agreement
(including the ENNI Agreement as Exhibit B thereto) and the Consulting Agreement
were included as Exhibit 10.1 and Exhibit 10.3, respectively, in the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 2, 2020.
The Waiver and Amendment provides that the (i) restrictive covenant of
non-competition set forth in Section 8 of the ENNNI Agreement, as such section
was amended by Section 7 of the Transition Agreement, will be waived and (ii)
remaining unpaid cash payments to Buffington pursuant to the Transition
Agreement and Consulting Agreement in the aggregate amount of $662,500 will be
terminated, in consideration and exchange for the issuance of an aggregate of up
to 275,000 shares of Company common stock, par value $0.0001 per share (the
"Common Stock") in a private placement under Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act"), with (i) 137,500 shares of
Common Stock issued within two business days following the date of the Waiver
and Amendment, and (ii) subject to Buffington's performance of his obligations
pursuant to the Transition Agreement, the Consulting Agreement, and the ENNNI
Agreement, each as amended by the Waiver and Amendment, the remaining 137,500
shares of Common Stock to be issued on June 30, 2022.
The foregoing summary of the Waiver and Amendment does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
full text of this agreement, a copy of which is attached to this Current Report
on Form 8-K as Exhibit 10.1.
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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HYCROFT MINING HOLDING CORPORATION 
