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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