HYMCW Hycroft Mining Holding Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) January 6, 2025

 

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		001-38387		82-2657796
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

P.O. Box 3030 Winnemucca, Nevada		89446
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code (775) 304-0260

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		HYMC		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		HYMCW		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		HYMCL		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 6, 2024, Stephen A. Lang, the Chair of the Board of Directors of Hycroft Mining Holding Corporation (the “Company”), advised the Company that he will step down as Chair of the Board of Directors due to health reasons, effective January 15, 2025. Mr. Lang will continue to serve as an independent director. On January 6, 2025, the Board of Directors appointed Thomas Weng, the current independent lead director and Chair of the Corporate Governance and Nominating Committee, to serve as Chair of the Board of Directors, effective January 15, 2025.

 

Mr. Weng, age 56, has been a member of the Board of Directors since May 29, 2020, and is a member of the Compensation Committee, the Finance Committee (Chair), and the Nominating and Governance Committee (Chair). Mr. Weng has served as the Company’s Lead Independent Director since December 15, 2021. Mr. Weng has more than 30 years of experience in the financial services sector and is a Co-Founding Partner with Alta Capital Partners, a provider of advisory and consulting services (since February 2011). From February 2007 to January 2011, Mr. Weng was a Managing Director at Deutsche Bank and Head of Equity Capital Markets for Metals and Mining throughout the Americas and across all industry segments for Latin America. Prior to 2007, he held various senior positions at Pacific Partners, an alternative investment firm, Morgan Stanley and Bear Stearns. Mr. Weng currently sits on the board of International Tower Hill Mines and Jaguar Mining Inc. Mr. Weng graduated from Boston University with a Bachelor of Arts in Economics. Mr. Weng is well qualified to serve as a member of the Board of Directors because of his extensive knowledge of strategic planning, mergers and acquisitions, finance, and mining.

 

In his role as Chair of the Board of Directors, Mr. Weng is entitled to receive compensation consistent with the Company’s director compensation program for non-employee directors, which is summarized below:

 

	●	an annual cash retainer of $55,000;
	●	annual committee chair fees of $12,500 for the Audit Committee, $10,000 for the Safety and Technical Committee and Environmental, Social, and Governance Committee, and $7,500 for each of the Nominating and Governance Committee and the Compensation Committees;
	●	annual committee member fees of $5,000 for the Audit Committee, $4,000 for the Safety and Technical Committee and Environmental, Social, and Governance Committee, and $2,500 for each of the Nominating and Governance Committee and the Compensation Committee;
	●	$75,000 in annual equity awards in the form of restricted stock units (“RSUs”);
	●	an initial $50,000 equity award in the form of RSUs for each non-employee director upon his or her initial appointment to the Board of Directors;
	●	annual $10,000 cash retainer for the independent Lead Director; and
	●	annual $70,000 retainer for a non-employee independent Chairman of the Board of which $25,000 is payable in cash and $45,000 payable in RSUs.

 

The equity awards are granted to each non-employee director following the Company’s annual meeting of stockholders unless otherwise determined by the Compensation Committee.

 

Item 7.01. Regulation FD Disclosure.

 

On January 7, 2025, the Company issued a press release announcing Mr. Lang’s resignation as Chair of the Board of Directors and Mr. Weng’s appointment as Chair of the Board of Directors.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number		Description
99.1		Press release issued by the registrant on January 7, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: January 7, 2025	Hycroft Mining Holding Corporation
	By:	/s/ Rebecca A. Jennings
		Rebecca A. Jennings
		Senior Vice President and General Counsel

 

 

 

 

 

 

Exhibit 99.1

 

 

Hycroft Announces Board Chair Transition

 

WINNEMUCCA, NV, Jan. 7, 2025 /PRNewswire/ — Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”) today announced that Mr. Stephen A. Lang will step down as Chair of the Board of Directors due to health reasons effective January 15, 2025 , but will remain on the Board as an Independent Director. Thomas Weng , current independent Lead Director and Chair of the Corporate Governance and Nominating Committee has been appointed Chair of the Board, also effective January 15, 2025.

 

“On behalf of the Board, we want to express our deep appreciation to Stephen Lang for his dedicated service and outstanding leadership as Chair of the company’s Board of Directors,” said Mr. Weng. Mr. Weng has been a director of Hycroft since May 2020 . He is an experienced financial executive in the mining space, and with his extensive Board expertise and deep knowledge of Hycroft, he will bring valuable insights to this important leadership role as we continue to execute our strategy.

 

Mr. Weng has over 25 years of experience in the financial services sector. In 2011, Mr. Weng co-founded Alta Capital Partners, a provider of financial advisory services. From February 2007 to January 2011 , Mr. Weng was a Managing Director at Deutsche Bank and Head of Equity Capital Markets for Metals and Mining throughout the Americas and Latin America . Prior to 2007, Mr. Weng held various senior positions at Pacific Partners, an alternative investment firm, Morgan Stanley and Bear Stearns. Mr. Weng graduated from Boston University with a Bachelor of Arts in Economics.

 

About Hycroft Mining Holding Corporation

 

Hycroft Mining Holding Corporation is a US-based gold and silver company developing the Hycroft Mine, among the world’s largest precious metals deposits located in northern Nevada , a Tier-One mining jurisdiction. After a long history of oxide heap leaching operations, the Company is focused on completing the technical studies to transition the Hycroft Mine into the next phase of commercial operations for processing the sulfide ore. In addition, the Company is engaged in a robust exploration drill program to further expand the newly discovered high-grade dominant silver systems and unlock the full potential of this world-class asset.

 

For further information, please contact:

 

info@hycroftmining.com
www.hycroftmining.com

 

Cautionary Note Regarding Forward-Looking Statements

 

This news release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements may include, without limitation, estimates and expectations of future production, reserve estimates, exploration outlook and expected expenditure, and operational and financial performance. The exploration target does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve, as ranges of potential tonnage and grade (or quality) of the exploration target are conceptual in nature; there has been insufficient exploration of the relevant property or properties to estimate a mineral resource; and it is uncertain if further exploration will result in the estimation of a mineral resource. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties, assumptions and other factors, which could cause actual results to differ materially from future results expressed or implied by the “forward-looking statements”. Such assumptions, include, but are not limited to the key assumptions set forth on page 4 hereof. Investors are also encouraged to refer to the Company’s Form 10-K for its fiscal year 2023, filed with the SEC on March 14, 2024 , as updated by Form 10-Q for the quarterly periods ended March 31, 2024 , June 30, 2024 , and September 30, 2024 , filed with the SEC on May 7, 2024 , August 6, 2024 , and November 5, 2024 , respectively, as well as Hycroft’s other SEC filings for additional information. The Company does not undertake any obligation to release publicly revisions to any “forward-looking statement,” including, without limitation, outlook, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement. Continued reliance on “forward-looking statements” is at investors’ own risk.

 

 

 

v3.24.4

Cover	Jan. 06, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 06, 2025
Entity File Number	001-38387
Entity Registrant Name	HYCROFT MINING HOLDING CORPORATION
Entity Central Index Key	0001718405
Entity Tax Identification Number	82-2657796
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	P.O. Box 3030
Entity Address, City or Town	Winnemucca
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89446
City Area Code	(775)
Local Phone Number	304-0260
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HYMC
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	HYMCW
Security Exchange Name	NASDAQ
Warrants To Purchase Common Stockone [Member]
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	HYMCL
Security Exchange Name	NASDAQ

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