Item 1.01. Entry into a Material Agreement.
On February 28, 2022, Hycroft Mining Holding Corporation (the "Company") entered
into a waiver and amendment (the "Waiver and Amendment") with Sprott Private
Resource Lending II (Collector), LP (the "Lender") of certain provisions of the
(i) Amended and Restated Credit Agreement, dated as of May 29, 2020 (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement") among the Company, the Lender, the Guarantors (as defined in the
Credit Agreement) and the other parties thereto, (ii) that certain waiver letter
agreement, dated as of November 9, 2021 (the "Nov '21 Waiver") by and between
the Lender, the Company and the other parties thereto, (iii) that certain waiver
and amendment letter agreement, dated as of January 6, 2022 (the "Jan '22
Waiver," and together with the Nov '21 Waiver, collectively, the "Prior Waiver")
by and between the Lender, the Company and the other parties thereto, and (iv)
that certain Royalty Agreement, dated as of May 29, 2020 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the
"Royalty Agreement"), by and between the Company, as "Parent" thereunder,
Hycroft Resources & Development, LLC (the "Owner"), and Sprott Private Resource
Lending II (Co) Inc.
Pursuant to the Waiver and Amendment, the Lender has (i) waived the Company's
obligation under the Credit Agreement to maintain at least $9,000,000 of
unrestricted cash on the last day of each calendar month during the period
ending May 10, 2022 (the "Waiver Period"), provided that, the Company maintains
at least $7,500,000 of unrestricted cash on the last day of February 2022 and at
least $9,000,000 on the last day of each month thereafter during the Waiver
Period; (ii) waived all obligations of the Company to prepay the facility with
the net cash proceeds of any Mill Asset Sales (as defined in the Waiver and
Amendment) until the earlier of (A) the date on which the Company completes a
private placement or other offering or issuance of its equity securities (the
"Offering Date") and (B) March 31, 2022; and (iii) extended the payment due date
for the additional February interest payment and the February principal payment
pursuant to the Credit Agreement until the earlier of (A) the Offering Date and
(B) March 31, 2022. Further, pursuant to the Waiver and Amendment, any failure
by the Company to comply with the terms of the preceding sentence shall
constitute an immediate Event of Default under the Credit Agreement.
Pursuant to the Waiver and Amendment, the Owner waived its Reduction Right under
and as defined in the Royalty Agreement.
The foregoing description 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 the Waiver and Amendment, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 10.1 hereto.
Item 8.01. Other Events.
With the ceasing of mining operations and the previously stated need to raise
additional capital to address its going concern issues, the Company is engaging
in discussions with its lenders to address the terms of its debt and its capital
structure. The Company can provide no assurance that it will be able to raise
additional funds or restructure its outstanding indebtedness on terms acceptable
to it.
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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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