Hycroft Mining Holding Corp: Form 10-Q for the period ended Jun 30, 2026

The following discussion, which has been prepared based on information available to us as of July 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 and six months ended June 30, 2026 (the “Financial Statements”) and the notes thereto (the “Notes”) included in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 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 to transition the project to the next phase of operations by milling the sulfide mineralization. With the recent high-grade silver discoveries at Brimstone and Vortex, the Company is also engaged in a robust drill program to further define these areas as we optimize the development plan that delivers the highest economic value. During this development period we do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and initiate 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 six months ended June 30, 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 six months ended June 30, 2026, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to a TRIFR of 1.02 at June 30, 2026. We will continue to evolve our safety efforts to keep our workforce, contractors, and visitors safe.

Executive Summary

During the six months ended June 30, 2026, the Company continued the 2025–2026 Exploration Drill Program focused on expanding the two high-grade silver systems at Brimstone and Vortex, completing approximately 10,000 meters of drilling during the period and approximately 15,800 meters of drilling under the program that began in August 2025.

In June 2026, the Company filed the Hycroft Mine Project S‑K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Nevada, USA with an effective date of May 14, 2026 (the “May 2026 Hycroft TRS”), which supersedes the previously disclosed Hycroft Mine Initial Assessment and Technical Report Summary with an effective date of January 21, 2026 (the “February 2026 Hycroft TRS”).

The May 2026 Hycroft TRS provides an updated initial assessment with an economic analysis based on a conventional open pit mining operation. Incorporating the mineral resource estimate and metallurgical results disclosed in the February 2026 Hycroft TRS, the May 2026 Hycroft TRS includes updated mine planning, capital and operating cost assumptions, and a preliminary economic analysis indicating potential positive project economics, including a post‑tax net present value of approximately $4.3 billion using a 5% discount rate and a post‑tax internal rate of return of approximately 16.9%, based on assumed commodity prices of $3,600.00 per ounce for gold and $48.00 per ounce per silver.

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 six months ended June 30, 2026, the Company continued the 2025–2026 Exploration Drill Program completing approximately 10,000 meters of drilling toward the approximately 22,000 meters planned for 2026. The program is focused on expanding the new high-grade silver systems at Vortex and Brimstone. Since initiating the 2025–2026 Exploration Drill Program in August of 2025, the Company has completed approximately 15,800 meters of drilling towards the original 26,000 meter program. Drilling in the Brimstone system is currently focused on three areas: (1) the main high-grade system to further extend the mineralization along strike and to the north, (2) the deep southern extension of Brimstone targeting the previously identified geophysics target indicating a potential feeder system at depth, and (3) the near surface Brimstone mineralization which could potentially be mined as open pit or underground. The geophysics target and very high-grade system are the Company’s primary focus in the Brimstone system. Vortex drilling is focused on expanding the high-grade silver system which remains open in all directions and at depth. Results from both Brimstone and Vortex are anticipated in the third quarter of 2026 with additional results expected throughout the ongoing drill program. Reverse circulation (“RC”) drilling began late in 2025 and is expected to be completed in the fourth quarter of 2026. The RC drilling is being conducted to complete some infill drilling in addition to obtaining information for evaluating a potential restart of the heap leach operation.

Technical Report Summary and Initial Assessment with Economic Analysis

The Company, together with its third-party consultants, completed the May 2026 Hycroft TRS prepared in accordance with the SEC’s Modernization of Property Disclosures for Mining Registrants under subpart 1300 of Regulation S‑K. The May 2026 Hycroft TRS was filed on June 2, 2026, and supersedes the February 2026 Hycroft TRS and incorporates the mineral resource estimate and metallurgical test work previously reported therein. The principal enhancement reflected in the May 2026 Hycroft TRS is the addition of a preliminary economic analysis for an open pit mining operation utilizing conventional processing technology. Based on measured and indicated resources and certain financial assumptions, including assumed commodity prices of $3,600.00 per ounce of gold and $48.00 per ounce of silver, the preliminary economic analysis reflects a 51-year life of mine, a post-tax net present value of approximately $4.3 billion using a 5% discount rate, a post-tax internal rate of return of approximately 16.9%, and a post-tax payback period of approximately 4.7 years.

The May 2026 Hycroft TRS provides a comprehensive preliminary economic assessment of the Hycroft Mine based on the mineral resources disclosed in the February 2026 Hycroft TRS and includes an updated evaluation of the potential economic viability of those resources. The project remains in the evaluation stage, and the preliminary economic assessment does not constitute a construction decision. Additional engineering, technical studies, permitting, financing and other activities will be required before any such decision is made.

2026 Outlook

Our plan is to continue operating safely and in an environmentally responsible manner while advancing the Hycroft Mine towards development and exploration activities focused on expanding the two high-grade silver systems. Drilling will be accelerating at both Brimstone and Vortex with the arrival of two additional core drill rigs in the third quarter of 2026, increasing the total to four core drill rigs. The Company is evaluating a potential high-grade mining scenario that includes designing an exploration decline capable of supporting an underground mining operation and would also improve drilling efficiency and reduces cost. We will also continue to actively manage our cash resources to fund these initiatives.

Results of Operations

Operating expenses (in thousands)

19

General and administrative costs

During the three and six months ended June 30, 2026, General and administrative costs totaled $15.2 million and $49.4 million, respectively, as compared to $3.5 million and $6.4 million, respectively, for the same periods 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 $34.1 million, of which $25.5 million was non-cash, (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, and (iii) increased capital markets and investor relations activities.

Exploration and development costs

During the three and six months ended June 30, 2026, Exploration and development costs totaled $8.6 million and $18.2 million, respectively, as compared to $2.3 million and $5.3 million, respectively, for the same periods of 2025, primarily due to (i) the expanded drilling under the 2025–2026 Exploration Drill Program, which is focused on expanding the new high-grade silver mineral systems, and (ii) restricted stock unit Make‑whole Awards of $3.4 million, of which $2.6 million was non-cash.

Mine site costs

During the three and six months ended June 30, 2026, Mine site costs totaled $3.9 million and $9.3 million, respectively, as compared to $2.7 million and $5.2 million, respectively, for the same periods of 2025, primarily due to (i) restricted stock unit Make‑whole Awards of $3.6 million, of which $2.7 million was non-cash, and (ii) the ramp up of activity to support the exploration drilling program.

Depreciation and amortization

During the three and six months ended June 30, 2026, Depreciation and amortization totaled $0.3 million and $0.7 million, respectively, as compared to $0.5 million and $1.0 million, respectively, for the same periods of 2025, primarily due to certain assets becoming fully depreciated and modest capital additions in recent periods.

Asset retirement obligation adjustments and accretion

During the three and six months ended June 30, 2026, Asset retirement obligation adjustments and accretion totaled $5.4 million and $5.1 million, respectively, as compared to expense of $0.3 million and $0.7 million, respectively, for the same periods of 2025. For the three and six months ended June 30, 2026, the Company recognized a downward adjustment of $5.7 million resulting from a change in estimate related to the extension of the life-of-mine based on the May 2026 Hycroft TRS. No adjustments were recognized during the three and six months ended June 30, 2025.

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

Interest income

During the three and six months ended June 30, 2026, Interest income totaled $1.8 million and $3.7 million, respectively, as compared to $0.7 million and $1.4 million, respectively for the same periods of 2025. The increase was primarily due from an increase in invested cash.

Other income (expense), net

During the three and six months ended June 30, 2026, Other loss totaled nil and $0.2 million, respectively, primarily due to a loss on equity investment securities. For the same periods of 2025, Other gain totaled $0.4 million and $0.5 million, respectively, primarily due to a gain on equity investment securities.

Interest expense

During the three and six months ended June 30, 2026, Interest expense was nil, respectively, as compared to $3.5 million and $6.9 million, respectively, for the same periods of 2025. The decrease was due to the repayment and extinguishment of all outstanding debt during the fourth quarter of 2025.

Liquidity and Capital Resources

General

The Company’s unrestricted cash position at June 30, 2026, was $220.5 million, as compared with $181.7 million at December 31, 2025. For the six months ended June 30, 2026, the Company raised cash primarily from the exercise of warrants and issuance of common stock under its at-the-market equity offering program (the “New ATM Program”), and generating proceeds of $43.4 million and $35.8 million, respectively. See Note 10 – Stockholders’ equity in the Notes to the Financial Statements for additional information.

As the Company is in an exploration and development stage, it 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 fund the business. The Company believes its current unrestricted cash balances are sufficient to fund its planned development and explorations activities, including advancing the two high-grade silver systems at Brimstone and Vortex, for the foreseeable future. Future development activities, changes in business objectives, acceleration of project advancement, adverse market conditions, or other unforeseen circumstances could require additional capital, and the amount and timing of any such requirements remain uncertain.

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) maintaining a debt-free balance sheet.

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.

Cash and liquidity

The Company has placed substantially all its cash in operating accounts with balances remaining readily available. A significant portion of the Company’s cash is invested in AAAm rated U.S. Government Money Market Funds, while other cash balances are held through programs that provide Federal Deposit Insurance Corporation ("FDIC") coverage.

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.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

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

22

Cash used in operating activities

For the six months ended June 30, 2026, the Company used $44.1 million of cash in operating activities primarily attributable to a net loss of $69.0 million, the cash impact of which was $41.0 million. Working capital used $3.1 million of cash, which primarily includes cash used for Accounts payable, accrued expenses, and other liabilities of $3.8 million, partially offset by cash provided by Contract liabilities of $0.8 million. The largest non-cash item included in Net loss for the six months ended June 30, 2026 was Stock-based compensation of $32.2 million, partially offset by Asset retirement obligation adjustments and accretion of $5.1 million.

For the six months ended June 30, 2025, the Company used $18.7 million of cash in operating activities primarily attributable to a net loss of $23.5 million, the cash impact of which was $15.1 million. Working capital used $3.6 million of cash, including cash used for Accounts payable, accrued expenses, and other liabilities of $3.2 million. The largest non-cash item included in Net loss for the six months ended June 30, 2025 was Non-cash interest expense of $6.1 million.

Cash (used in) provided by investing activities

For the six months ended June 30, 2026, investing activities used cash of $0.2 million, comprised of Additions to property, plant, and equipment of $0.8 million, partially offset by Proceeds from sale of equity investment securities of $0.6 million.

For the six months ended June 30, 2025, investing activities used cash of $0.3 million, comprised of Additions to property, plant, and equipment of $0.4 million, partially offset by Proceeds from sale of assets of $0.1 million.

Cash provided by financing activities

For the six months ended June 30, 2026, financing activities provided net cash of $75.0 million that was primarily related to proceeds received from the Exercise of warrants of $43.4 million and the Issuance of common stock of $35.8 million under the New ATM Program, partially offset by Taxes paid related to net share settlement of equity awards of $4.2 million.

For the six months ended June 30, 2025, financing activities provided net cash of $40.8 million that was primarily related to proceeds received from the Issuance of common stock from a public offering.

Off-balance sheet arrangements

As of June 30, 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 June 30, 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 June 30, 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 material changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.