As filed with the Securities and Exchange Commission on June 9, 2023
Registration No. 333-257567
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Hycroft Mining Holding Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 82-2657796 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
4300 Water Canyon Road, Unit 1
Winnemucca, Nevada 89445
(775) 304-0260
(Address and telephone number of registrant’s principal executive offices)
Diane R. Garrett
President and Chief Executive Officer
Hycroft Mining Holding Corporation
4300 Water Canyon Road, Unit 1
Winnemucca, Nevada 89445
(775) 304-0260
(Name, address and telephone number of agent for service)
Copy to:
Laura Anthony, Esq.
Craig D. Linder, Esq.
Anthony L.G., PLLC
625 N. Flagler Drive, Suite 600
West Palm Beach, FL 33401
(561) 514-0936
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
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 ☐
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 a “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 ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form S-3 (File No. 333-257567) (the “Original Registration Statement”) filed by Hycroft Mining Holding Corporation is being filed as an exhibit-only filing solely to file additional exhibits to the Original Registration Statement. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note and Part II, including the new Exhibits 23.7, 23.8, 23.9, 23.10 and 23.11. The prospectus is unchanged and has been omitted.
Part II – INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
All exhibits filed with or incorporated by reference in the Original Registration Statement are incorporated by reference into, and shall be deemed a part of, this Amendment No. 1, and the following additional exhibits are filed herewith, as part of this Amendment No. 1:
EXHIBIT INDEX
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Winnemucca, Nevada on June 9, 2023.
| HYCROFT MINING HOLDING CORPORATION | ||
| By: | /s/ Diane R. Garrett | |
| Diane R. Garrett, Ph.D. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons whose signature appears below constitutes and appoints Diane R. Garrett and Stanton Rideout, and each of them, with power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to the Original Registration Statement, and any additional Registration Statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Diane R. Garrett | President and Chief Executive Officer | June 9, 2023 | ||
| Diane R. Garrett, Ph.D. | (Principal Executive Officer) | |||
| * | Executive Vice President and Chief Financial Officer | June 9, 2023 | ||
| Stanton Rideout | (Principal Financial and Accounting Officer) | |||
| * | Chairman of the Board of Directors | June 9, 2023 | ||
| Stephen A. Lang | ||||
| /s/ Sean D. Goodman | Director | June 9, 2023 | ||
| Sean D. Goodman | ||||
| * | Director | June 9, 2023 | ||
| Michael Harrison | ||||
| * | Director | June 9, 2023 | ||
| David C. Naccarati | ||||
| * | Director | June 9, 2023 | ||
| Thomas Weng | ||||
| * | Director | June 9, 2023 | ||
| Marni Wieshofer |
| *By: | /s/ Diane R. Garrett | |
| Diane R. Garrett, Ph.D. | ||
| Attorney-in-Fact |
Exhibit 23.7
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in Hycroft Mining Holding Corporation’s Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-257567) of our report dated March 28, 2023, relating to the consolidated financial statements as of and for the year ended December 31, 2022, which appear in the Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the references to us under the heading “Experts” in the prospectus supplement to the Registration Statement.
/s/ Moss Adams LLP
Dallas, Texas
June 9, 2023
Exhibit 23.8
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in Hycroft Mining Holding Corporation’s Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-257567) of our report dated March 30, 2022, relating to the consolidated financial statements as of and for the year ended December 31, 2021, which appear in the Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the references to us under the heading “Experts” in the prospectus supplement to the Registration Statement.
/s/ Plante & Moran, PLLC
June 9, 2023
Southfield, Michigan
Exhibit 23.9
Ausenco Engineering USA South Inc.
595 S. Meyer Ave.
Tucson, AZ 85701
CONSENT OF AUSENCO ENGINEERING USA SOUTH INC.
Ausenco Engineering USA South Inc.(“Ausenco”), in connection with the filing of the Hycroft Mining Holding Corporation Post-Effective amendment to Registration Statement on Form S-3 (File No. 333-257567) (the “S-3”), consents to:
● the incorporation by reference of the technical report summary titled “Hycroft Property Initial Assessment Technical Report Summary, Humboldt and Pershing Counties, Nevada, United States of America” (the “2023 Hycroft TRS”), with an effective date of March 27, 2023, as an exhibit to and referenced in Hycroft Mining Holding Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”);
● the use of and references to our name in connection with the Form S-3 and the 2023 Hycroft TRS; and
● the information derived, summarized, quoted or referenced from the 2023 Hycroft TRS, 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 10-K.
Ausenco consents to the incorporation by reference in Hycroft Mining Holding Corporation’s registration statement on Form S-3 (No. 333-257567) of the above items as included in the Form 10-K.
Ausenco is responsible for authoring, and this consent pertains to, the following Sections of the 2023 Hycroft TRS: 1.1, 1.2, 1.3, 1.5, 1.8, 1.10, 1.11, 2, 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 4, 5, 10, 21, 22.1, 22.3, 22.5, 22.7.2, 23.3 and portions of sections 23.1, 24, and 25.
June 9, 2023
| /s/ Jim Norine | |
| Signature of Authorized Person for | |
| Ausenco Engineering USA South Inc. | |
| Jim Norine – Director M&M | |
| Print name of Authorized Person for | |
| Ausenco Engineering USA South Inc. |
Exhibit 23.10
Independent Mining Consultants, Inc.
3560 E. Gas Road
Tucson, AZ 85714
CONSENT OF THIRD-PARTY QUALIFIED PERSON
Independent Mining Consultants, Inc. (“IMC”), in connection with the filing of the Hycroft Mining Holding Corporation Post-Effective amendment to Registration Statement on Form S-3 (File No. 333-257567) (the “S-3”), consents to:
● the filing and use of the technical report summary titled “Hycroft Property Initial Assessment Technical Report Summary, Humboldt and Pershing Counties, Nevada, United States of America” (the “2023 Hycroft TRS”), with an effective date of March 27, 2023, as an exhibit to and referenced in the Form 10-K and incorporation by reference thereof into the Form S-3;
● 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 10-K and the 2023 Hycroft TRS and incorporation by reference thereof into the Form S-3; and
● the information derived, summarized, quoted or referenced from the 2023 Hycroft TRS, 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 10-K and incorporated by reference into the Form S-3.
IMC is responsible for authoring, and this consent pertains to, the following Sections of the 2023 Hycroft TRS: is responsible for authoring, and this consent pertains to, the following sections of the 2023 Hycroft TRS: sections 1.4, 1.6, 1.7, 1.9, 6, 7, 8, 9, 11, 20, and for portions of sections 22, 23, 24, and 25.
June 9, 2023
| /s/ John M. Marek | |
| Signature of Authorized Person for | |
| Independent Mining Consultants, Inc. | |
| John M. Marek | |
| Print name of Authorized Person for | |
| Independent Mining Consultants, Inc. |
Exhibit 23.11
WestLand Engineering & Environmental Services, Inc.
1650 Meadow Wood Lane
Reno, NV 89502
CONSENT OF THIRD-PARTY QUALIFIED PERSON
WestLand Engineering & Environmental Services, Inc.(“WestLand”), in connection with the filing of the Hycroft Mining Holding Corporation Post-Effective amendment to Registration Statement on Form S-3 (File No. 333-257567) (the “S-3”), consents to:
● the filing and use of the technical report summary titled “Hycroft Property Initial Assessment Technical Report Summary, Humboldt and Pershing Counties, Nevada, United States of America” (the “2023 Hycroft TRS”), with an effective date of March 27, 2023, as an exhibit to and referenced in the Form 10-K and incorporation by reference thereof into the Form S-3;
● 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 10-K and the 2023 Hycroft TRS and incorporation by reference thereof into the Form S-3; and
● the information derived, summarized, quoted or referenced from the 2023 Hycroft TRS, 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 10-K and incorporated by reference into the Form S-3.
WestLand is responsible for authoring, and this consent pertains to, subsection 3.6 of the 2023 Hycroft TRS.
June 9, 2023
| /s/ Richard F. DeLong | |
| Signature of Authorized Person for | |
| WestLand Engineering & Environmental Services, Inc. | |
| Richard F. DeLong | |
| Print name of Authorized Person for | |
| WestLand Engineering & Environmental Services, Inc. |