As filed with the Securities and Exchange Commission on October 2, 2020
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
HYCROFT MINING HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1040 | 82-2657796 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
8181 E. Tufts Ave., Suite 510
Denver, Colorado 80237
(303) 253-3267
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Diane R. Garrett
President and Chief Executive Officer
Hycroft Mining Holding Corporation
8181 E. Tufts Ave., Suite 510
Denver, Colorado 80237
(303) 524-1947
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Neal, Gerber & Eisenberg LLP
2 N. LaSalle Street, Suite 1700
Chicago, IL 60602
Attention: David S. Stone, Esq.
Tel: (312) 269-8000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-248516
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer x | |
Non-accelerated filer ¨ | Smaller reporting company x | |
Emerging Growth Company x |
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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee | ||||||
Units, Consisting of: | ||||||||
(i) shares of Class A common stock, par value $0.0001 per share, and | $ | 11,500,006 | $ | 1,254.65 | ||||
(ii) warrants to purchase Class A common stock, par value $0.0001 per share (3) | ||||||||
Class A common stock, par value $0.0001 per share (4) | $ | 11,500,006 | $ | 1,254.65 | ||||
Total | $ | 23,000,012 | $ | 2,509.30 |
(1) | Represents only the increase in aggregate offering price. The registrant previously registered securities with an aggregate offering price not to exceed $149,500,000 on a Registration Statement on Form S-1 (File No- 333-248516) as amended (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on Octobeer 1, 2020. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the Registration Statement, or $23,000,012, is hereby registered. |
(2) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
(3) | No separate fee is required pursuant to Rule 457(i) under the Act. |
(4) | Issuable from time to time upon due exercise of the warrants comprising the Units. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Hycroft Mining Holding Corporation, a Delaware corporation, is filing this registration statement with the Securities and Exchange Commission, or the SEC. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-248516), which the SEC declared effective on October 1, 2020. We are filing this registration statement for the sole purpose of increasing the aggregate offering price by $23,000,012. This represents a price that represents no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement. The information set forth in the Registration Statement is incorporated by reference in this filing. The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
The Registrant hereby certifies that it (i) has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at U.S. Bank as soon as practicable (but no later than the close of business on October 5, 2020), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its bank during the bank's regular business hours no later than October 5, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 2, 2020.
HYCROFT MINING HOLDING CORPORATION | |||
By: | /s/ Diane R. Garrett | ||
Diane R. Garrett | |||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/Diane R. Garrett |
President, Chief Executive Officer and Director (principal executive officer) | October 2, 2020 | ||
Diane R. Garrett | ||||
/s/ Jeffrey Stieber |
Chief Financial Officer (principal financial and accounting officer) | October 2, 2020 | ||
Jeffrey Stieber | ||||
* |
Chairman of the Board | October 2, 2020 | ||
David Kirsch | ||||
* |
Director | October 2, 2020 | ||
Eugene Davis | ||||
* |
Director | October 2, 2020 | ||
John Ellis | ||||
* |
Director | October 2, 2020 | ||
Michael Harrison | ||||
* |
Director | October 2, 2020 | ||
Thomas Weng | ||||
* |
Director | October 2, 2020 | ||
Marni Wieshofer |
*By: | /s/ Diane R. Garrett | ||
Diane R. Garrett | |||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit 5.1
October 2, 2020
Hycroft Mining Holding Corporation
8181 E. Tufts Ave., Suite 510
Denver, Colorado 80237
Re: | Hycroft Mining Holding Corporation Registration Statement on Form S-1 (Reg. No. 333-248516) and Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended |
Ladies and Gentlemen:
We have acted as special counsel to Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 2,363,334 units (including units issued pursuant to the underwriters’ option to purchase additional units, the “Units”), each consisting of (i) one share (collectively, the “Shares”) of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) one warrant (collectively, the “Warrants”) with each of the Warrants exercisable for one share of Common Stock (collectively, the “Warrant Shares”). The Units, the Shares, the Warrants and the Warrant Shares are included in a registration statement on Form S–1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement incorporates by reference the Registration Statement on Form S-1 (Reg. No. 333-248516) (as amended, the “Prior Registration Statement”), which was declared effective on October 1, 2020, including the prospectus which forms part of the Registration Statement (the “Prospectus”). This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Units, the Shares and the Warrants.
We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed necessary for the purposes of this opinion. In rendering the opinions set forth herein, we have also (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such board of directors and stockholder resolutions, agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company as we have deemed necessary or appropriate for the purposes of these opinions.
In all such examinations, we have assumed the genuineness of all signatures, the legal capacity of all natural persons who have executed documents, the completeness and authenticity of all original documents reviewed by us, and the conformity and completeness to original documents of all copies of documents submitted to us for review as conformed or reproduction copies. As to facts material to our opinions, we have relied without independent investigation or verification upon the accuracy of factual statements, including representations of fact contained in certificates, agreements, oral or written statements or other records of or from public officials and officers and representatives of the Company and others, and assumed compliance on the part of all parties to all agreements and documents, other than the Company, with their covenants and agreements contained therein. We have also assumed that the Company will have sufficient authorized but unissued and unreserved shares of Common Stock on the date of any issuance of Shares or Warrant Shares registered pursuant to the Registration Statement.
Hycroft Mining Holding Corporation
October 2, 2020
Page 2
Based upon and subject to the qualifications and assumptions stated herein, we are of the opinion that, as of the date hereof:
1. | The Units, when issued against payment therefor as described in the Prior Registration Statement incorporated by reference into the Registration Statement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. |
2. | The Shares, when issued against payment therefor as described in the Prior Registration Statement incorporated by reference into the Registration Statement, will be validly issued, fully paid and non-assessable. |
3. | The Warrants, when issued against payment therefor as described in the Prior Registration Statement incorporated by reference into the Registration Statement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. |
4. | The Warrant Shares, when issued upon exercise of the Warrants, will be validly issued, fully paid and non-assessable. |
Our opinion is expressed only with respect to the Delaware General Corporation Law and such internal laws of the State of New York as are generally applicable in transactions of the type covered by the Registration Statement and we express no opinion with respect to any other laws. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Our opinions set forth in numbered paragraphs 1 and 3 above may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. To the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provision contained in any agreement relating to the Warrants, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity or constitutionality.
Hycroft Mining Holding Corporation
October 2, 2020
Page 3
The opinions expressed herein are given as of the date hereof, and we undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change any of the opinions expressed herein after the date hereof or for any other reason.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the caption “Legal Matters” in the Prospectus forming part of the Prior Registration Statement, which is incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the or the rules and regulations of the Commission thereunder. Please be advised that certain partners of our firm and attorneys associated with our firm may beneficially own shares of Common Stock.
Sincerely, | |
/s/ Neal Gerber & Eisenberg LLP |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Form S-1, filed with the Securities and Exchange Commission, of Hycroft Mining Holding Corporation of our report dated February 21, 2020, with respect to the consolidated balance sheets of Hycroft Mining Corporation and subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. We also consent to the reference to our firm under the heading “Interest of Named Experts” in the Registration Statement.
Our report dated February 21, 2020 contains an explanatory paragraph that states that Hycroft Mining Corporation’s significant recurring operating losses, lack of liquidity and capital, and the significant capital needed to restart operations raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Plante & Moran PLLC | |
Denver, Colorado | |
October 1, 2020 |
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1 of our report dated March 11, 2020 (which includes an explanatory paragraph relating to Mudrick Capital Acquisition Corporation’s ability to continue as a going concern) relating to the balance sheets of Mudrick Capital Acquisition Corporation as of December 31, 2019 and 2018, and the related statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2019 and 2018, and to the reference to our Firm under the caption “Interest of Named Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
October 1, 2020 |
EXHIBIT 23.4
M3 Engineering & Technology Corporation
2051 W. Sunset Road, Ste. 101
Tucson, Arizona 85707
CONSENT OF THIRD-PARTY QUALIFIED PERSON
M3 Engineering & Technology Corporation (“M3”), in connection with the Registration Statement and any amendments or supplements and/or exhibits thereto (collectively, the Form S-1), consent to:
● | the filing and use of the technical report summary titled “Hycroft Project, Technical Report Summary, Heap Leaching Feasibility Study, Winnemucca, Nevada, USA” (the “Technical Report”), with an effective date of July 31, 2019, as an exhibit to and referenced in the Form S-1; |
● | the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form S-1 and any such Technical Report; and |
● | the information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-1. |
M3 is responsible for authoring, and this consent pertains to, the following Sections of the Technical Report:
● | Section 2: Introduction |
● | Section 10: Mineral Processing and Metallurgical Testing |
● | Section 14: Recovery Methods |
● | Section 15: Project Infrastructure |
● | Section 19: Economic Analysis |
● | Section 24: References |
● | Section 25: Reliance on Other Experts |
● | Corresponding Subsections of Section 1: Executive Summary | |
● | Corresponding Subsections of Section 18: Capital and Operating Costs |
● | Corresponding Subsections of Section 22: Interpretation and Conclusions |
● | Corresponding Subsections of Section 23: Recommendations |
October 1, 2020 | |
/s/ Art Ibrado | |
Signature of Authorized person for | |
M3 Engineering & Technology Corporation, a Qualified Third-Party Firm | |
Art Ibrado, P.E. | |
Print name of Authorized Person for | |
M3 Engineering & Technology Corporation, a Qualified Third-Party Firm |
EXHIBIT 23.5
Steven Newman (RM-SME)
Director, Feasibility Studies
Hycroft Mining Corporation
8181 East Tufts Ave., Suite 510
Denver, CO 80237
CONSENT OF THIRD-PARTY QUALIFIED PERSON
I, Steven Newman (RM-SME), in connection with the Registration Statement and any amendments or supplements and/or exhibits thereto (collectively, the Form S-1), consent to:
● | the filing and use of the technical report summary titled “Hycroft Project, Technical Report Summary, Heap Leaching Feasibility Study, Winnemucca, Nevada, USA” (the “Technical Report”), with an effective date of July 31, 2019, as an exhibit to and referenced in the Form S-1; |
● | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form S-1 and any such Technical Report; and |
● | the information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-1. |
I am a qualified person responsible for authoring, and this consent pertains to, the following Sections of the Technical Report:
● | Section 3: Property Description and Location |
● | Section 4: Accessibility, Climate, Local Resources, Infrastructure and Physiography |
● | Section 5: History |
● | Section 7.8: Geotechnical Rock Mass Characterization |
● | Section 12: Mineral Reserve Estimates |
● | Section 13: Mining Methods |
● | Section 16: Market Studies and Contracts |
● | Section 20: Adjacent Properties | |
● | Section 21: Other Relevant Data and Information |
● | Corresponding Subsections of Section 1: Executive Summary |
● | Corresponding Subsections of Section 18: Capital and Operating Costs |
● | Corresponding Subsections of Section 22: Interpretation and Conclusions |
● | Corresponding Subsections of Section 23: Recommendations |
October 1, 2020 | |
/s/ Steven Newman | |
Signature of Authorized Person | |
Steven Newman (RM-SME) | |
Print name of Authorized Person |
EXHIBIT 23.6
Brooke Miller Clarkson (CPG)
Senior Consultant
SRK Consulting (U.S.), Inc.
5250 Neil Road, Suite 300
Reno, NV 89502
CONSENT OF THIRD-PARTY QUALIFIED PERSON
I, Brooke Miller Clarkson (CPG), in connection with the Registration Statement and any amendments or supplements and/or exhibits thereto (collectively, the Form S-1), consent to:
● | the filing and use of the technical report summary titled “Hycroft Project, Technical Report Summary, Heap Leaching Feasibility Study, Winnemucca, Nevada, USA” (the “Technical Report”), with an effective date of July 31, 2019, as an exhibit to and referenced in the Form S-1; |
● | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form S-1 and any such Technical Report; and |
● | the information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-1. |
I am a qualified person responsible for authoring, and this consent pertains to, the following Sections of the Technical Report:
● | Section 1.5, 1.6, 1.7, 1.8, 1.9, 1.10: Executive Summary |
● | Section 6: Geology |
● | Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, and 7.7: Exploration |
● | Section 8: Sample Preparation, Analyses and Security |
● | Section 9: Data Verification |
● | Section 23.1: Recommendations |
October 1, 2020
|
|
/s/ Brooke Miller Clarkson | |
Signature of Authorized Person | |
Brooke Miller Clarkson, CPG | |
Print name of Authorized Person |
EXHIBIT 23.7
Tim Carew (P. Geo)
Principal Consultant
SRK Consulting (U.S.), Inc.
5250 Neil Road, Suite 300
Reno, NV 89502
CONSENT OF THIRD-PARTY QUALIFIED PERSON
I, Tim Carew (P. Geo.), in connection with the Registration Statement and any amendments or supplements and/or exhibits thereto (collectively, the Form S-1), consent to:
● | the filing and use of the technical report summary titled “Hycroft Project, Technical Report Summary, Heap Leaching Feasibility Study, Winnemucca, Nevada, USA” (the “Technical Report”), with an effective date of July 31, 2019, as an exhibit to and referenced in the Form S-1; |
● | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form S-1 and any such Technical Report; and |
● | the information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-1. |
I am a qualified person responsible for authoring, and this consent pertains to, the following Sections of the Technical Report:
● | Section 1.12: Executive Summary |
● | Section 11: Mineral Resource Estimates |
● | Section 22.1: Interpretation and Conclusions |
October 1, 2020 | |
/s/ Tim Carew | |
Signature of Authorized Person | |
Tim Carew, P. Geo | |
Print Name of Authorized Person |
EXHIBIT 23.8
Matt Hartmann (MAusIMM, RM-SME)
Principal Consultant
SRK Consulting (U.S.), Inc.
1125 17th St., Suite 600
Denver, CO 80202
CONSENT OF THIRD-PARTY QUALIFIED PERSON
I, Matt Hartmann (MAusIMM, RM-SME), in connection with the Registration Statement and any amendments or supplements and/or exhibits thereto (collectively, the Form S-1), consent to:
● | the filing and use of the technical report summary titled “Hycroft Project, Technical Report Summary, Heap Leaching Feasibility Study, Winnemucca, Nevada, USA” (the “Technical Report”), with an effective date of July 31, 2019, as an exhibit to and referenced in the Form S-1; |
● | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form S-1 and any such Technical Report; and |
● | the information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-1. |
I am a qualified person responsible for authoring, and this consent pertains to, the following Sections of the Technical Report:
● | Section 7.9: Hydrogeology |
● | Section 13.6: Mine Dewatering |
● | Section 18.3.1, Initial Mine Capital Costs, as related to mine dewatering |
October 1, 2020 | |
/s/ Matt Hartmann | |
Signature of Authorized Person | |
Matt Hartmann (MAusIMM, RM-SME) | |
Print name of Authorized Person |
EXHIBIT 23.9
Richard F. DeLong (P. Geo)
Principal & Environmental Manager
EM Strategies Inc.
1650 Meadow Wood Lane
Reno, NV 89502
CONSENT OF THIRD-PARTY QUALIFIED PERSON
I, Richard F. DeLong (P. Geo), in connection with the Registration Statement and any amendments or supplements and/or exhibits thereto (collectively, the Form S-1), consent to:
● | the filing and use of the technical report summary titled “Hycroft Project, Technical Report Summary, Heap Leaching Feasibility Study, Winnemucca, Nevada, USA” (the “Technical Report”), with an effective date of July 31, 2019, as an exhibit to and referenced in the Form S-1; |
● | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form S-1 and any such Technical Report; and |
● | the information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-1. |
I am a qualified person responsible for authoring, and this consent pertains to, the following Sections of the Technical Report:
● | Section 3.3: Environmental Liabilities |
● | Section 3.4: Permits |
● | Section 17: Environmental Studies, Permitting and Social or Community Impact |
● | Corresponding Subsections of Section 1: Executive Summary |
● | Corresponding Subsections of Section 22: Interpretation and Conclusions |
● | Corresponding Subsections of Section 23: Recommendations |
October 1, 2020 |
|
/s/ Richard F. DeLong | |
Signature of Authorized Person | |
Richard F. DeLong (P. Geo) | |
Print name of Authorized Person |