Hycroft Mining Holding Corp: Form 10-Q for the period ended Mar 31, 2026

The following discussion, which has been prepared based on information available to us as of April 27, 2026, provides information we believe is relevant to an assessment and understanding of our consolidated operating results and financial condition. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 (the “Financial Statements”) and the notes thereto (the “Notes”) included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as well as our other reports filed with the Securities and Exchange Commission (“SEC”) from time to time, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2025. Terms not defined herein have the same meaning defined in the Financial Statements and the Notes.

Introduction to the Company

We are a U.S.-based gold and silver exploration-stage issuer that owns the Hycroft Mine in Nevada. Our focus is on exploring the mine’s approximately 64,000 acres of claims and developing the project in a safe, environmentally responsible, and cost-effective way. We completed processing the gold and silver ore previously placed on leach pads by the end of December 2022. We do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and resume mining and processing operations.

Health and Safety

We believe safety is a core value and support that belief through our philosophy of safe work performance. Our mandatory mine safety and health programs include employee engagement and ownership of safety performance, accountability, employee and contractor training, risk management, workplace inspections, emergency response, accident investigation, anti-harassment, and program auditing. This integrated approach is essential to ensure that our employees, contractors, and visitors operate safely.

We reported no lost-time incidents during the three months ended March 31, 2026, and continue to operate in excess of 1.4 million work hours without a lost-time incident. The Hycroft Mine’s total recordable injury frequency rate (“TRIFR”) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages. During the three months ended March 31, 2026, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to maintaining a TRIFR of 0.00 at both March 31, 2026, and December 31, 2025. We will continue to evolve our safety efforts as needed to keep our workforce, contractors, and visitors safe.

Executive Summary

During the first quarter of 2026, the Company continued the 2025–2026 Exploration Drill Program on the high-grade silver dominant zones in Brimstone and Vortex, completing more than 9,000 meters of drilling under the program to date, and issued an updated Mineral Resource Technical Report (the “2026 Hycroft TRS”), that was the culmination of the extensive metallurgical and variability test work completed in 2025. The 2026 Hycroft TRS, which was filed February 18, 2026, reflects an updated initial assessment supporting the disclosure of mineral resources at the Hycroft Mine - an approximate 55% increase in measured and indicated mineral resources for both gold and silver mineral resources of 16.4 million ounces and 562.6 million ounces, respectively. It outlines plans to process sulfide and some transition mineralization using a milling and pressure oxidation (“POX”) process, while oxide mineralization and other transitional mineralization will be processed through heap leaching. The Company continued to strengthen its liquidity position with a strong cash position and a debt-free balance sheet.

Recent Developments

Exploration drilling

During the three months ended March 31, 2026, the Company continued drilling under the 2025–2026 Exploration Drill Program, which is focused on expanding the new high-grade silver mineral systems. Approximately 9,255 meters of drilling have been completed on 26 exploration holes in the high-grade silver systems since initiating the Program on August 3, 2025. Drilling in the Brimstone zone is supported by the Induced Polarization (“IP”) geophysics program, which identified a large chargeability anomaly at 400 to 500 meters depth. The first three holes drilled in the IP anomaly were completed in the fourth quarter of 2025, and the results were returned in the first quarter of 2026, extending the mineralized system approximately 150 meters down dip from the high-grade Brimstone deposit. Drilling in 2026 has continued focusing on this target, with assay results expected in the second quarter of 2026. Additionally, the 2025 drilling in Vortex extended high-grade mineralization further west at structural intersections of the Central, Albert, and Wild Rose faults, opening opportunity north and south as well as down dip. The results from the Vortex program show higher than expected grades for both silver and gold, and with better continuity than previously observed in the high-grade Vortex system. The high-grade drill program will continue to focus on this productive structural zone. Additionally, the Company began investigating potential leach opportunities in Bay at the north end of the property in late 2025. The results from this part of the program are also currently pending, with results anticipated to be returned in the second half of 2026. The exploration team also continues to refine the structural framework as supported by drilling and mapping programs into an updated geologic model.

Metallurgical and variability test work

During the three months ended March 31, 2026, the Company issued an updated Mineral Resource Technical Report. It also advanced with metallurgical work for designing a sulfide milling operation. The Company has been testing composite samples that represent the various material characteristics in the sulfide ore. Crushing, grinding, flotation, pressure oxidation, and leaching work have identified improvements in gold and silver recoveries. The Company’s test work for identifying the optimal inputs and operating parameters is continuing in 2026. Once the Company completes the metallurgical roasting testing, it will conduct trade-off studies using the test results to assess whether roasting technology could offer superior project economics compared to pressure oxidation technology for the Hycroft Mine.

2026 Outlook

Our plan is to continue operating safely and in an environmentally responsible manner while advancing exploration and development activities. Key 2026 priorities include executing the 2025–2026 Drill Program by adding two core drill rigs (four core rigs total) and accelerate exploration drilling to expand the two high-grade silver systems. Additional 2026 activities include assessing the potential for a high-grade underground mining scenario, completing a technical study with economics based on milling and pressure oxidation of sulfide mineralization, advancing the metallurgical test work for roasting sulfide concentrates, assessing the potential restart of mining leachable oxide and transition material, and reviewing district exploration targets to unlock broader mineral resource potential. We plan to continue managing our cash and capital market activities to maintain adequate funding for these priorities and activities.

Results of Operations

Operating expenses (in thousands)

General and administrative costs

During the three months ended March 31, 2026, General and administrative costs totaled $34.2 million, as compared to $2.9 million, for the same period of 2025, primarily due to (i) discretionary restricted stock unit make‑whole awards with certain related cash payments, intended solely to compensate certain plan participants for the reductions to their cumulative target long-term incentive opportunities for 2023–2025 (collectively “Make-whole Awards”) of $24.1 million, of which $15.5 million was non-cash, and (ii) a one‑time $4.5 million extraordinary cash bonus awarded to the Company's named executive officers and certain other employees to recognize the leadership team's execution of transformational financings completed during 2025.

Exploration and development costs

During the three months ended March 31, 2026, Exploration and development costs totaled $9.7 million, as compared to $3.0 million, for the same period of 2025, primarily due to (i) restricted stock unit Make‑whole Awards of $2.3 million, of which $1.5 million was non-cash, and (ii) the Company expanded drilling under the 2025–2026 Exploration Drill Program, which is focused on expanding the new high-grade silver mineral systems.

Mine site costs

During the three months ended March 31, 2026, Mine site costs totaled $5.4 million, as compared to $2.5 million, for the same period of 2025, primarily due to (i) restricted stock unit Make‑whole Awards of $2.5 million, of which $1.6 million was non-cash, and (ii) the ramp up of activity to support the exploration drilling program.

Depreciation and amortization

During the three months ended March 31, 2026, Depreciation and amortization expense totaled $0.4 million, as compared to $0.5 million for the same period of 2025, primarily due to certain assets becoming fully depreciated and modest capital additions in recent periods.

Asset retirement obligation accretion expense

During the three months ended March 31, 2026, Asset retirement obligation accretion expense totaled $0.3 million, as compared to $0.3 million for the same period of 2025. For the three months ended March 31, 2026 and 2025, the Company recognized no asset retirement obligation adjustments resulting from a change in estimate. See Note 8 – Asset retirement obligation to the Notes to the Financial Statements for additional information.

Non-operating income (expense), net (in thousands)

Interest income

During the three months ended March 31, 2026, Interest income totaled $1.9 million, as compared to $0.7 million, for the same period of 2025, primarily due to an increase in investment interest of $1.3 million, resulting from an increase in invested cash.

Other income (expense), net

During the three months ended March 31, 2026, Other loss totaled $0.1 million, due to an unrealized loss on equity investment securities. For the same period of 2025, Other gain totaled $0.1 million, primarily due to an unrealized gain on equity investment securities.

Interest expense

During the three months ended March 31, 2026, Interest expense totaled $ nil, as compared to $3.4 million for the same period of 2025, due to the Company extinguishing all debt in the fourth quarter of 2025. See Note 11 – Debt, net to the Notes to the Financial Statements for additional information.

Liquidity and Capital Resources

General

The Company’s unrestricted cash position at March 31, 2026, was $189.0 million, as compared with $181.7 million at December 31, 2025. For the three months ended March 31, 2026, the Company received cash from the exercise of warrants, and as discussed in Note 9 – Stockholders’ equity in the Notes to the Financial Statements, including net proceeds of $40.7 million from 6,779,910 warrants issued as part of the 2025 Private Placement that were exercised at the warrant exercise price of $6.00 per warrant and net proceeds of $2.8 million from 661,483 warrants issued as part of the 2025 Public Offering that were exercised at the warrant exercise price of $4.20 per warrant.

As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to repay debt and fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. While the Company has been successful in the past in raising funds through equity and debt financings and restructuring its debt, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs or on terms acceptable to the Company. If funds are unavailable, the Company may be required to materially change its business plan.

The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economic options, including termination of certain agreements in accordance with their terms; (vi) decreasing Restricted cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts, including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) extinguishing debt.

In addition, the Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additional capital.

Cash and liquidity

The Company has placed substantially all its cash in operating and investment accounts with well-capitalized financial institutions, thereby ensuring balances remain readily available. The Company uses AAAm rated U.S. Government Money Market Funds for its cash investments.

The following table summarizes projected sources of future liquidity, as recorded within the Financial Statements (in thousands):

(1) After satisfying the conditions for a Required Exercise under the 2025 Private Placement Warrant Agreement, Hycroft issued the Notice of Required Exercise of Common Stock Purchase Warrant to the remaining Private Placement warrant holders on December 14, 2025. The Notice required the exercise of 6,891,719 warrants at the exercise price of $6.00 per warrant for net proceeds of $41.4 million. After the Notice of Required Exercise and through December 31, 2025, 111,809 Private Placement Warrants were exercised for net proceeds of $0.7 million. The remaining 6,779,910 shares of the Private Placement Warrants to be exercised and the associated funding occurred in January 2026.

Three months ended March 31, 2026 compared to three months ended March 31, 2025

The following table summarizes sources and uses of cash for the following periods (in thousands):

Cash used in operating activities

During the three months ended March 31, 2026, the Company used $31.3 million of cash in operating activities primarily attributable to a net loss of $48.3 million, the cash impact of which was $28.2 million. Working capital used $3.1 million of cash, including cash used for Accounts payable, accrued expenses, and other liabilities of $3.5 million, partially offset by cash provided by Prepaids and Deposits of $0.5 million. The largest non-cash item included in Net loss for the three months ended March 31, 2026 was Stock-based compensation of $19.1 million.

During the three months ended March 31, 2025, the Company used $9.7 million of cash in operating activities primarily attributable to a net loss of $11.8 million, the cash impact of which was $7.5 million. There was a $2.2 million deficit to working capital, including cash used for Accounts payable, accrued expenses, and other liabilities of $3.1 million. The largest non-cash item included in Net loss for the three months ended March 31, 2025 was Non-cash interest expense, including discount and issuance costs of $3.0 million.

Cash (used in) provided by investing activities

For the three months ended March 31, 2026, investing activities used cash of $0.5 million, comprised of Additions to property, plant, and equipment of $0.6 million, partially offset by Proceeds from sale of assets of $0.1 million.

During the three months ended March 31, 2025, investing activities used cash of $0.1 million, comprised of Additions to property, plant, and equipment of $0.2 million, partially offset by Proceeds from sale of assets of $0.1 million.

Cash provided by financing activities

For the three months ended March 31, 2026, financing activities provided net cash of $39.3 million that was primarily related to Proceeds from warrant exercises of $43.5 million, partially offset by Taxes paid related to net share settlement of equity awards of $4.2 million.

For the three months ended March 31, 2025, financing activities provided net cash of $0.2 million that was primarily related to Proceeds from issuance of common stock of $0.3 million, partially offset by Principal payments and Public offering issuance costs of $0.1 million.

Future capital and cash requirements

The following table provides the Company’s gross contractual cash obligations as of March 31, 2026, which are grouped in the same manner as they are classified in the Unaudited Condensed Consolidated Statement of Cash Flows in order to provide a better understanding of the nature of the obligations and to provide a basis for comparison to historical information. The Company believes that the following provides the most meaningful presentation of near-term obligations expected to be satisfied using current and available sources of liquidity (in thousands):

(1) The Company is required to pay a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine (under the Sprott Royalty Agreement), payable monthly, which also includes an additional amount for withholding taxes payable by the royalty holder. Amounts presented above incorporate mineral resource estimates as reported in the 2026 Hycroft TRS.

(2) Mining operations are subject to extensive environmental regulations in the jurisdictions in which they are conducted, and we are required, upon cessation of operations, to reclaim and remediate the lands that our operations have disturbed. The estimated undiscounted inflated cash outflows of these remediation and reclamation obligations are reflected here. In the above presentation, no offset has been applied for the $58.9 million of our reclamation bonds or for the $22.6 million of cash collateral for those surety bonds included in Restricted Cash.

Debt covenants

Prior to the repayment of debt on October 15, 2025, the Company’s debt agreements contained representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for the agreements of these types. The Company currently has no debt-related covenants.

Off-balance sheet arrangements

As of March 31, 2026, the Company’s off-balance sheet arrangements consisted of a net smelter royalty arrangement. See Note 17 – Commitments and contingencies in the Notes to the Financial Statements for additional information.

Critical Accounting Estimates

This Management’s Discussion and Analysis is based on the Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these statements requires the Company to make assumptions, estimates, and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. For information on the most critical accounting estimates used to prepare the Financial Statements, see the Critical Accounting Estimates section included in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”) or in releases made by the SEC, all as may be amended from time to time. All statements, other than statements of historical fact, included herein or incorporated by reference, that address activities, events, or developments that we expect or anticipate will or may occur in the future, are forward-looking statements.

The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “project”, “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intentions identify forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefit of the “safe harbor” provisions of such laws. These statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially different from any results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations.

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 we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, 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 that we make in this Quarterly Report on Form 10-Q speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data.

See Risk Factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, as the same may be updated from time to time, as well as other SEC filings, for more information about these and other risks.

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, quantitative and qualitative disclosures about market risk are not required, and such are omitted from this filing.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published Financial Statements. Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effectuated by our Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with GAAP. Internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.

The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2026, as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026, to provide such reasonable assurance that information required to be disclosed by us, including our consolidated subsidiaries, in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure and is recorded, processed, summarized, and reported within the time periods specified in SEC’s rules and forms.

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be prevented or detected.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, risk factors are not required to be included in a Quarterly Report and, therefore, are omitted from this filing.