HYCROFT MINING HOLDING CORP MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

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The following discussion, which has been prepared based on information available
to us as of May 4, 2022, provides information that 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 other
reports filed with the U.S. Securities and Exchange Commission (the "SEC") as
well as our condensed consolidated financial statements (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, 2022. Terms not defined
herein have the same meaning defined in the Financial Statements and the Notes.

The following MD&A generally discusses our condensed consolidated financial position and results of operations for 2022 and 2021 and year-over-year comparisons between 2022 and 2021.

Company presentation

We are a U.S.-based gold and silver development company that is focused on
developing our wholly owned Hycroft Mine in a safe, environmentally responsible,
and cost-effective manner. Gold and silver sales represent 100% of our revenues
and the market prices of gold and silver significantly impact our financial
position, operating results, and cash flows. The Hycroft Mine is located in the
State of Nevada and the corporate office is located in Winnemucca, Nevada. We
recently filed the 2022 Hycroft TRS which contemplates processing gold and
silver ore using milling and pressure oxidation to process sulfide ore along
with heap leaching to process oxide and transition ore.

Health and security

We believe that safety is a core value, and we 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
inspection, emergency response, accident investigation, and program auditing.
This integrated approach is essential to ensure that our employees, contractors,
and visitors operate safely.

During the first three months of 2022, we reported no lost time accidents. The
Hycroft Mine's total recordable injury frequency rate ("TRIFR") for the trailing
twelve months, which includes other reportable incidents, is one of the metrics
we use to assess safety performance, and it is well below industry averages and
significantly below historical levels experienced at the Hycroft Mine. During
the first three months of 2022 we continued our critical focus on safety,
including allocating additional personnel, resources, workforce time, and
communications to mine safety. These actions contributed to a reduction in our
TRIFR to approximately 0.29 at March 31, 2022, compared with approximately 0.64
at December 31, 2021, an approximate 54% reduction. We will continue our safety
efforts to reach the level of safety we expect and need to keep our workforce,
contractors, and visitors safe.

For health and safety measures specific to COVID-19, refer to the Recent Developments section of this management report.

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Summary

During the first three months ended March 31, 2022, we continued producing gold
and silver from ore on the leach pads and expect to continue as long as it
remains economic. When the operation was re-started in 2019, mining oxide and
transition ore allowed the Company to pre-strip overburden with some revenue
offset to gain access to commercial scale sulfide mineralization. With the
change in focus from the Novel Process to a milling operation, there is ample
time to align the remaining pre-stripping with the start-up of commercial scale
sulfide operations. We believe that this action will conserve cash and focus the
Company's time and resources on its technical studies for sulfide ore. The
metallurgical and variability drill program concluded in the first quarter of
2022, and metallurgical analysis and test work is expected to continue through
third quarter of 2022.

Following a review of past and recent test work and based on the currently
contemplated designs and operating parameters of the alternative sulfide
processing methods being studied including the Novel Process, and milling with
atmospheric alkaline oxidation or alkaline pressure oxidation ("POX"), the
Company, working closely with its industry leading technical consultants,
completed pit optimization runs and trade-off analyses comparing the alternative
processes which reflected that an Acid POX process has significantly better
economics than other processes studied. Therefore, the Company focused its study
efforts and resources solely on the Acid POX Initial Assessment which was
prepared by Ausenco, with an effective date of February 18, 2022. The Acid POX
process included in the 2022 Hycroft TRS is a conventional crushing, grinding,
and flotation circuit that generates a concentrate to be fed to an autoclave
facility commonly used for refractory gold ores in this region.

Highlights 2022

• Security – Hycroft’s security performance continued to improve with a 12-month TRIFR of 0.29 at the end of Q1 2022. This represents a reduction of approximately 54% in TRIFR from 0, 64 at the end of 2021.

• Production – Gold production for the three months ended March 31, 2022, was 5,358 ounces and silver production was 16,861 ounces, both in line with forecasts. Ore processing at the leach pads is currently expected to continue through the second quarter of 2022.

• Strengthened balance sheet:

• Gross cash proceeds raised from $194.4 million through a $55.9 million private placement offer and $138.6 million in an at-the-market share issue program, before fees, charges and expenses.

•Amended the Sprott Credit Agreement such that no further scheduled payments of
principal are required prior to maturity, which was extended by two years to May
31, 2027, after raising the $50.0 million minimum equity and paying a $3.3
million fee in-kind. In addition, we made a prepayment of $23.9 million as
required under the amended agreement.

•Amendment of the Subordinated Notes to extend the maturity of the debt by two years in order to December 1, 2027 with 10% continuing interest payable in kind.

• The Company ended the first quarter of 2022 with $172.8 million cash flow and complied with the covenants.

•Finalized Initial Assessment Technical Report - The Company along with its
third-party consultants, completed and filed the Initial Assessment Technical
Report Summary for the Hycroft Mine ("2022 Hycroft TRS") with an effective date
of February 18, 2022. As of March 31, 2022, the Hycroft Mine had measured and
indicated mineral resources of 9.6 million ounces of gold and 446.0 million
ounces of silver and inferred mineral resources of 5.0 million ounces of gold
and 150.4 million ounces of silver, which are contained in oxide, transitional
and sulfide ores.

Project Update

•Drill Results - As we initially reported in our February 22, 2022 news release,
results from our 2021 drill program continue to be delayed due to backlogs in
the independent labs associated with reduced staffing levels from the Covid-19
pandemic and high demand for these services. To date, we have received results
for approximately 30% of the drill samples. Additional results on the remaining
samples are anticipated to be received over the course of the next two quarters,
assuming no further delays.
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•Potential under-estimation of silver in the resource model - Following our
review of the resource in 2021, we announced on February 22, 2022, that silver
may be under-estimated in the resource model noting that a significant portion
of historical drilling in the database does not include assay information for
silver. With silver currently estimated to contribute 40-50% of the potential
value at the Hycroft Mine under the milling process, we believe this information
is an important factor to the overall understanding of the resource. This
represents a significant potential opportunity at Hycroft. We have located a
portion of the historical pulps and have sent them to an independent lab to
re-analyze for the missing silver values. It may become necessary to conduct
additional drilling to gather samples for the other areas of missing silver
values as it could yield a significant opportunity for additional economic
benefit.

•Exploration - We have initiated work to conduct a robust exploration program
during 2022 to follow up on the significant intercepts previously disclosed in
our press releases of September 8, 2021 and February 22, 2022. There has been no
exploration drilling at Hycroft since 2014 and no prior focus on understanding
the potential feeder to the resource.

RECENT DEVELOPMENTS

COVID-19[feminine]

We have implemented health and safety policies for employees, contractors, and
visitors that follow the guidelines published by the Center for Disease Control
("CDC") and the Mine Safety and Health Administration ("MSHA"). During the three
months ended March 31, 2022, our operations faced certain limitations due to
COVID-19, however the impact, while negative, did not materially and adversely
impact our operations.

Mineral Resource Update

Gold equivalent mineral resources totaled 15.5 million ounces of measured and
indicated and 6.9 million ounces of inferred. For this study, IMC developed the
Hycroft Mine resource block model which includes data from 1981 to 2018 and
includes 5,501 holes, representing 2,482,722 ft of drilling. The current
inflationary environment and change in processing technique has resulted in
increased cost assumptions and an associated higher cut-off grade partially
mitigated by higher recoveries leading to a change in the mineral resource
estimate, when compared with the prior model.

Mineral Resources have been estimated based on the results of the TRS Hycroft 2022, conducted under modernization rules.

Private placement

On March 14, 2022, the Company entered into subscription agreements (the
"Subscription Agreements" and each a "Subscription Agreement") with each of
American Multi-Cinema, Inc. ("AMC") and 2176423 Ontario Limited, an entity
affiliated with Eric Sprott ("Sprott" and together with AMC, the "Purchasers"),
pursuant to which the Company agreed to sell to the Purchasers, in a private
placement, an aggregate of 46,816,480 units ("Units") at a purchase price per
Unit of $1.193, with each Unit consisting of one share of common stock, and one
warrant to purchase a share of common stock and the shares issuable upon
exercise of the warrants (the "Warrant Shares"), providing for a total purchase
price of approximately $55.9 million (the "Private Placement"). The Warrants
issued in the Private Placement have an exercise price of $1.068 per Warrant
Share and will expire five years after issuance.

The closing of the sales of securities pursuant to the Subscription Agreements
occurred on March 15, 2022 for gross proceeds to the Company of approximately
$55.9 million before deducting expenses incurred in connection with the Private
Placement. The Company intends to use the proceeds for general corporate
purposes, which may include the repayment, refinancing, redemption or repurchase
of existing indebtedness, working capital or capital expenditures and other
investments, which may include additional technical evaluations and studies,
advancement of the Initial Assessment in the 2022 Hycroft TRS to a
pre-feasibility and/or feasibility study and additional exploration at the
Hycroft Mine.

The subscription agreement with AMC, as amended, also granted AMC the right to appoint a director to the board of directors of the Company (the “Board”) and the Company agreed to support the appointment of such director so long as AMC retains at least 50% of the common stock purchased under the subscription agreement with AMC and owns at least 5% of the outstanding voting securities.

As required by the subscription agreements, the company has prepared and filed a resale registration statement with the SECOND to register the Common Stock, Warrants and Warrant Shares for sale under the Securities Act.

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agreement with Sprott Private Resource Lending II (Collector), LP

On November 10, 2021, the Company entered into a waiver with Sprott Private
Resource Lending II (Collector) (the "Lender") of certain provisions of the
Amended and Restated Credit Agreement effective November 10, 2021 (the "November
2021 Waiver"). Pursuant to the November 2021 Waiver, the Lender permitted the
Company to cease active mining operations and to reduce the amount of
Unrestricted Cash required to be maintained by the Company from not less than
$10.0 million to not less than $9.0 million for the period ending May 10, 2022

On February 28, 2022 the Company entered into a waiver and amendment agreement
with the Lender (the "February 2022 Waiver and Amendment") amending the previous
waiver and require that the Company maintain at least $7.5 million of
Unrestricted Cash on the last day of February 2022 and at least $9.0 million on
the last day of each month thereafter during the waiver period, waived all
obligations of the Company to prepay the facility with the net cash proceeds of
any mill asset sales until the earlier of the date on which the Company
completes a private placement or other offering or issuance of its equity
securities and March 31, 2022, and extended the payment due date for the
February additional interest payment and the February principal payment until
the earlier of any such offering date and March 31, 2022.

On March 11, 2022, the Company entered into an agreement (the "March 2022 Sprott
Agreement") with the Lender with respect to the Amended and Restated Credit
Agreement, dated as of May 29, 2020 (as amended, restated, supplemented or
otherwise modified from time to time, the "Sprott Credit Agreement") among the
Company, the Lender, the Guarantors (as defined in the Sprott Credit Agreement)
and the other parties thereto. As described in the March 2022 Sprott Agreement,
the Company was contemplating the sale or issuance of its equity securities
pursuant to one or more transactions to be completed on or before March 31, 2022
(the "Equity Financing Transactions"). Pursuant to the March 2022 Sprott
Agreement, if the Equity Financing Transactions resulted (or were likely to
result pursuant to definitive subscription underwriting and/or similar legally
binding agreements) in the Company's receipt of total gross cash proceeds
(before deduction of fees and expenses) of at least $50 million on or before
March 31, 2022 (the "Required Equity Amount"), the Lender and the Company were
obligated to amend the principal repayment terms under the Sprott Credit
Agreement such that no further scheduled payments of principal shall be required
prior to May 31, 2025 (the "Maturity Date") (i.e., there will be no required
regular amortization payments of the facility and the full principal balance of
the facility shall be due and payable in a single "bullet" payment on the
Maturity Date). The consummation of the Private Placement as described under
"Private Placement" above satisfied the Required Equity Amount condition in the
March 2022 Sprott Agreement.

The March 2022 Sprott Agreement also provided that, in connection with the
modification of the required facility amortization payments, the Company shall
pay in-kind to the Lender an amount equal to $3.3 million, with such amount to
be capitalized and added to the principal amount owing under the Sprott Credit
Agreement and accrue interest at the same rate and upon the same terms as the
existing loans under the Sprott Credit Agreement; provided, the payment or
prepayment of such capitalized principal amount shall not be subject to the
Prepayment Premium (as defined in the Sprott Credit Agreement) or any other
penalty or premium.

Second Amendment and Restatement of the Sprott Credit Agreement

On March 14, 2022, the Company reached an agreement in principle with the Lender
to modify the terms of the Sprott Credit Agreement and other applicable loan
documents. On March 30, 2022, the Company and Lender under the Sprott Credit
Agreement entered into the Second Amended and Restated Credit Agreement dated
March 30, 2022 ("Second A&R Agreement"), which (a) extended the maturity date
for all of the loans and other principal obligations under the Sprott Credit
Facility (as such term is defined in the Second A&R Agreement) by two years, to
May 31, 2027; (b) provided for the Company to prepay principal under the Sprott
Credit Facility in the amount of $10.0 million promptly upon the Company's
receipt of cash proceeds from the Private Placement offering (the "Initial
Equity Proceeds Prepayment"); (c) provided for the Company to prepay principal
under the Second A&R Agreement in the amount of $13.9 million (representing 10%
of the subsequent issuance of its equity interests consummated on or prior to
March 31, 2022) (the "Subsequent Equity Proceeds Prepayments"); and (d)
eliminated the prepayment premiums otherwise payable with respect to the Initial
Equity Proceeds Prepayment, the Subsequent Equity Proceeds Prepayments and all
future prepayments of principal under the Sprott Credit Facility. In addition,
the Company's obligations (i) to prepay principal with proceeds of asset sales
were credited/offset by the $23.9 million aggregate amount of Initial Equity
Proceeds Prepayment and the Subsequent Equity Proceeds Prepayments, and (ii) to
maintain a minimum amount of Unrestricted Cash (as defined in the Second A&R
Agreement) was increased to $15.0 million. Pursuant to the agreement in
principle, the Company made the Initial Equity Proceeds Prepayment of $10.0
million and paid in kind a $3.3 million fee in connection with the modification
and capitalized it to principal on March 16, 2022 and following the execution of
the Second A&R Agreement on March 30, 2022, the Company (i) paid the previously
deferred additional interest payment of $0.5 million, and (ii) made the
Subsequent Equity Proceeds Prepayment of $13.9 million. After giving effect to
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these prepayments, the outstanding principal balance under the second A&R agreement was $57.9 million from March 31, 2022 (before issue discounts) including unpaid additional interest of approximately $7.1 million.

Placement of Common Shares at Market

On March 15, 2022, the Company implemented an "at-the-market offering" program
("ATM Program") by entering into an At Market Issuance Sales Agreement (the
"Sales Agreement") with B. Riley Securities, Inc. (the "Agent"). Under the terms
of the Sales Agreement, the Company had the right from time to time to or
through the Agent, acting as sales agent or principal, to offer and sell shares
of the Company's common stock having a gross sales price of up to $500.0
million. The compensation payable to the Agent for sales of shares pursuant to
the Sales Agreement was equal to 3.0% of the gross sales price for any shares of
common stock sold through the ATM Program by Agent as sales agent under the
Sales Agreement. Shares sold under the Sales Agreement, were issued pursuant to
the Company's shelf registration statement on Form S-3 (No. 333-257567) (the
"Registration Statement") that the SEC declared effective on July 13, 2021,
including the prospectus, dated July 13, 2021, and the prospectus supplement,
dated March 15, 2022.

On March 25, 2022, the Company terminated the ATM Program having sold 89,553,584
shares of common stock and generated aggregate gross proceeds before commissions
and offering expenses of approximately $138.6 million.

Amendment to 10% Senior Secured Bonds and Bond Swap Agreement

On March 14, 2022, the Company entered into an amendment to the 10% Senior
Secured Notes and Note Exchange Agreement (the "Note Amendment"), with (i)
certain direct and indirect subsidiaries of the Company as Guarantors; (ii)
holders of the 10% Senior Secured Notes (the "Subordinated Notes"), including
certain funds affiliated with, or managed by, Mudrick Capital Management, L.P,
Whitebox Advisors, LLC, Highbridge Capital Management, LLC, Aristeia Highbridge
Capital Management, LLC and Wolverine Asset Management, LLC (collectively, the
"Amending Holders"), and (iii) Wilmington Trust, National Association, in its
capacity as collateral agent. The Note Amendment amends the Note Exchange
Agreement dated as of January 13, 2020 (the "Note Exchange Agreement") and the
Subordinated Notes issued thereunder in order to extend the maturity date of the
Subordinated Notes from December 1, 2025 to December 1, 2027. The Note Amendment
also removes the requirements that a holder receive the consent of the Company
and the other holders in order to transfer any Subordinated Note. The Amending
Holders constituted all of the holders of the Subordinated Notes. The Note
Amendment became effective upon the closing of the Private Placement Offering
upon receipt of $55.9 million gross cash proceeds (before deduction of fees and
expenses).

Amendment of the company’s second amended and restated certificate of incorporation

On March 11, 2022, the Board approved an amendment to the Company's Second
Amended and Restated Certificate of Incorporation increasing the number of
authorized shares of the Company's common stock by 1,000,000,000 to a total of
1,400,000,000 (the "Certificate of Incorporation Amendment") and directed that
the Certificate of Incorporation Amendment be submitted for consideration by the
stockholders of the Corporation. On March 15, 2022, AMC, Sprott, and entities
affiliated with Mudrick Capital Management LP, who together constituted the
holders of a majority of the common stock, approved the Certificate of
Incorporation Amendment by written consent. The Certificate of Incorporation
Amendment became effective upon filing of the Certificate of Incorporation
Amendment with the Delaware Secretary of State on April 22, 2022, 20 days after
the Company commenced distribution of an Information Statement on Schedule 14C
to the stockholders of the Company.

Outlook 2022

Our current operating plan is to: (i) operate safely as we continue to process
heap leach inventory until it is no longer economic; (ii) complete the
metallurgical test work associated with the variability drilling program; (iii)
conduct exploration activities and targeted exploration drilling; and (iv)
continue to advance the Acid POX technical study to a pre-feasibility or
feasibility level.
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Technical activities

During the first quarter of 2022, we continued to work alongside our
industry-leading consultants to provide additional and expanded information on
the ore body and investigate opportunities for improvements in operating
parameters for commercial scale operations at the Hycroft Mine. This information
is critical in understanding the mineralogical properties of the deposit and
ultimately the most economic processing technology for the various ore domains.
Accordingly, we developed an approximate $10 million program for drilling and
additional metallurgical and mineralogical studies in 2021 and 2022. The
drilling program was completed in January 2022, and the metallurgical test work
portion of the program is expected to be completed in the early third quarter of
2022. Lab testing continues to be challenged by labor shortages and equipment
availability. As of March 31, 2022, we have spent $8.0 million under the
program.

Ongoing and future technical work for the Hycroft Mine will be primarily focused
on the Acid POX milling for processing sulfide ore and completing the
variability and metallurgical test work. We also plan to evaluate exploration
opportunities targeting higher ore grades.

•Exploration - We have identified exploration drilling opportunities to follow
up on higher grade areas that would benefit from expanded drilling in order to
convert inferred blocks to measured or indicated blocks, and areas that are
prospective for higher grade material. We currently have plans to
opportunistically and cost effectively drill these areas as we have drilling
capacity with the drill rigs that were contracted to complete the variability
drilling program.

•Variability test work - The variability test work that is underway is necessary
for all commercial scale sulfide processing options. The test work includes a
suite of laboratory tests designed to:

•understand the metallurgical characteristics of each geological domain and their suitability for various processing technologies;

•understand the metallurgical characteristics of sulphide materials below the water table;

•understand the role that other minerals can play in the overall oxidation process;

•determine the susceptibility to oxidation in each geological domain; and

• establish a relationship between oxidation levels and gold recoveries in each geological domain.

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  Table of Contents

Hycroft Mine

Operations

The following table provides a summary of operating results for the Hycroft
Mine:

                                                            Three Months Ended
                                                                 March 31,
                                                             2022            2021
Ore mined - sulfide stockpile           (ktons)                       -          419
Ore mined - crusher feed                (ktons)                       -            -
Ore mined - ROM                         (ktons)                 -              2,466
Total ore mined                         (ktons)                       -        2,885
Waste mined                             (ktons)                       -        1,195
Total mined                             (ktons)        $        -              4,080

Waste tons to ore tons strip ratio      (#)                     -               0.41

Ore grade mined - gold                  (oz/ton)                -              0.013
Ore grade mined - silver                (oz/ton)                -              0.258

Production - gold                       (oz)                      5,358       13,858
Production - silver                     (oz)                     16,861       94,845

Ounces sold - gold                      (oz)                      4,773        9,830
Ounces sold - silver                    (oz)                     10,934       57,236

Average Realized Selling Price – Gold ($/oz) $1,866 $1,784
Average Realized Selling Price – Silver ($/oz) $23.78 $26.12


As shown above, tons mined, ounces produced and ounces sold decreased during the
three months ended March 31, 2022, compared with the same period of the prior
year. These decreases reflect the Company's decision to cease mining operations
in November 2021. The Company expects to continue to process gold and silver ore
on leach pads until such time that it is no longer economic to do so and as a
result, due to the increases in the spot prices for gold during the first
quarter of 2022, the average realized prices increased during the three months
ended March 31, 2022.


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  Table of Contents

Results of Operations

Revenues

Gold revenue

The table below summarizes gold sales, ounces sold and average realized prices for the following periods (in thousands of dollars, except per ounce amounts):

                                          Three Months Ended
                                              March 31,
                                          2022           2021
Gold revenue                          $    8,906      $ 17,541
Gold ounces sold                           4,773         9,830

Average realized price (per ounce) $1,866 $1,784


During the three months ended March 31, 2022, gold revenue was $8.9 million,
compared to $17.5 million for the comparable period of 2021. The significant
decrease in revenue during the 2022 period was attributable to the cessation of
mining operations in November 2021. As a result, significantly less ore was
under leach during the 2022 period as compared to the prior period of 2021. This
decrease was partially offset by an increase in the average realized price which
was due to higher spot prices for gold during the three months ended March 31,
2022.

Silver revenue

The table below summarizes silver sales, ounces sold and average realized prices for the following periods (in thousands of dollars, except per ounce amounts):

                                            Three Months Ended
                                                 March 31,
                                             2022            2021
Silver revenue                         $      260          $ 1,495
Silver ounces sold                         10,934           57,236

Average realized price (per ounce) $23.78 $26.12


During the three months ended March 31, 2022, silver revenue was $0.3 million
compared to $1.5 million for the comparable period of 2021. Similar to gold
revenue, the decrease in silver revenue during the first quarter of 2022 was
attributable to the cessation of mining activities in November 2021.
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Total cost of sales

Total cost of sales consists of Production costs, Depreciation and amortization,
and Mine site period costs. The table below summarizes total cost of sales for
the following periods (dollars in thousands):

                                        Three Months Ended
                                            March 31,
                                        2022           2021
Production costs                    $    9,583      $ 17,817
Depreciation and amortization              920         1,041
Mine site period costs                   6,469        10,544
Total cost of sales                 $   16,972      $ 29,402


Production costs

For the three months ended March 31, 2022, the Company recognized $9.6 million,
in Production costs, or $2,008 per ounce of gold sold, compared to $17.8 million
or $1,813 per ounce of gold, sold during the same period of 2021. The decrease
in Production costs was primarily due to a respective decrease in gold ounces
sold of 5,057 ounces sold, partly offset by a higher average inventory cost per
ounce during the three months ended March 31, 2022 compared to the same periods
of 2021.

Depreciation and amortization

Depreciation and amortization was $0.9 million or $193 per ounce of gold sold
for the three months ended March 31, 2022, respectively, compared to $1.0
million or $106 per ounce of gold sold, during the same periods of 2021. The
increase in total depreciation and amortization costs per ounce of gold sold was
largely due to a decrease of 5,057 gold ounces sold during the three months
ended March 31, 2022 compared to the same period of 2021.

Mine Site Period Costs

During the three months ended March 31, 2022, inclusive of depreciation and
amortization, the Company recorded $6.5 million of Cost of sales for costs that
were in excess of the net realizable value per ounce of gold inventories,
compared to $10.5 million during the same periods of 2021. Such period costs are
generally the result of costs related to activities at the Hycroft Mine that do
not qualify for capitalization to production-related inventories or adjustments
to production inventories that are the result of recurring or significant
downtime or delays, unusually high levels of repairs, inefficient operations,
overuse of processing reagents, inefficient cost-volume structures, or other
unusual costs and activities, and cannot be recorded to production-related
inventories based on the threshold established by the calculation of the
estimated net realizable value per ounce of gold.

general and administrative

General and administrative totaled $3.1 million during the three months ended
March 31, 2022 compared to $3.8 million during the same period of 2021. The
decrease of $0.7 million during the three months ended March 31, 2022 was
primarily due to decreases in salary and compensation costs of $0.6 million due
to reduced headcount and consulting fees associated with former employees of the
Company that ended during 2021 of $0.2 million . Such decreases were offset by
an increase in insurance related costs of $0.1 million.

Projects, exploration and development

During the three months ended March 31, 2022, Projects, exploration and
development costs totaled $1.0 million compared to $0.5 million for the same
period of 2021. Projects, exploration and development are related to: (i)
completing technical studies; (ii) conducting geological studies; (iii)
oversight and project management; and (iv) exploration drilling, engineering,
and metallurgical activities. The increase of $0.5 million during the three
months ended March 31, 2022 was the result of additional costs for the 2022
Hycroft TRS that was issued in February 2022 without established mineral
reserves.
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Interest expense, net of capitalized interest

As discussed and detailed in Note 9 - Debt, Net to the Notes to the Financial
Statements, Interest expense, net of capitalized interest totaled $5.3 million
during the three months ended March 31, 2022, compared to $4.4 million during
the same period in 2021. The increase of $0.9 million during the three months
ended March 31, 2022 was the result of a higher balance outstanding on the
Subordinated Notes at March 31, 2022 as compared to the same period in 2021. The
higher outstanding balance for the Subordinated Notes was due to quarterly
interest payments that are paid in-kind as additional indebtedness.

Warrant fair value adjustments

In the three months ended March 31, 2022adjustments to the fair value of the warrants resulted in a non-cash loss of $5.3 million as the market values ​​of publicly traded warrants increased.

In the three months ended March 31, 2021adjustments to the fair value of the warrants resulted in a non-cash gain of $9.5 million as the market values ​​of publicly traded warrants have declined, primarily due to a decline in the underlying common stock price.

Refer to Note 11 – Warrant Liabilities in the Notes to the Financial Statements for further details.

Income taxes

There was no income tax benefit or expense, net, recognized during the three
months ended March 31, 2022 and 2021. The Company has not recorded any future
income tax benefits for net losses, due to a full valuation allowance recorded
against the net operating loss carryforward.

Section 382 of the Internal Revenue Code ("IRC") imposes limitations on the use
of U.S. federal net operating losses ("NOLs") upon a more than 50% change in
ownership in the Company (as defined in the IRC) within a three-year period. In
connection with its at-the-market equity offering, the Company underwent a
Section 382 ownership change on March 25, 2022. As a result, utilization of the
Company's NOL's and certain unrealized losses are limited on an annual basis. If
the Section 382 annual limitation amount is not fully utilized in a particular
tax year, then the unused portion from that tax year is added to the Section 382
annual limitation in subsequent years. The Company's annual limitation under
Section 382 is estimated to be approximately $1.3 million.

For more details, refer to note 16 – Income taxes in the notes to the financial statements.

Net loss

For the reasons discussed above, the Company recorded a net loss of
$22.1 million for the three months ended March 31, 2022, which included a loss
from Fair value adjustments to warrants of $5.3 million compared to net losses
of $9.7 million for the three months ended March 31, 2021, which included a $9.5
million gain from Fair value adjustment to warrants.

Cash and capital resources

General

The Company's unrestricted cash position at March 31, 2022 was $172.8 million as
compared with $12.3 million at December 31, 2021. While the Company plans to
continue processing gold and silver ore on the leach pads after ceasing mining
operations and partially offset the cash that is projected to be used in
operations and investing activities, the Company does not expect to generate net
positive cash for the foreseeable future. Accordingly, the Company will be
dependent on its unrestricted cash and other sources of cash to fund the
business. As discussed in Note 13 - Stockholders' Equity in the Notes to the
Financial Statements, the Company raised gross proceeds of approximately $194.4
million in March 2022, before deduction of commissions and expenses, through the
following equity financings:

•On March 14, 2022, the Company entered into the Subscription Agreements with
American Multi-Cinema, Inc. and 2176423 Ontario Limited pursuant to which the
Company sold on March 15, 2022 an aggregate of 46,816,480 units, each unit
consisting of one share of common stock and one warrant to purchase one share of
common stock, at a purchase price of $1.193 per unit for total gross proceeds,
before deduction of fees and expenses, of $55.9 million.

•On March 15, 2022, the Company implemented the ATM Program. On March 25, 2022
the Company terminated the ATM Program and announced that it had sold 89,553,584
shares of common stock under the ATM Program and generated aggregate gross
proceeds before commissions and offering expenses of approximately
$138.6 million.
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In addition, the Company will continue to evaluate alternatives to raise
additional capital necessary to fund the future development of the Hycroft Mine
and will continue to explore other strategic initiatives to enhance stockholder
value.

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 raising funds through equity and debt financings, 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. In the event that
funds are not available, the Company may be required to materially change its
business plans.

To avoid potential non-compliance with the Sprott Credit Agreement, the Company
obtained a series of waivers and entered into amendments to the Sprott Credit
Agreement. Please see Debt Covenants below and Note 9 - Debt, Net in the Notes
to the Financial Statements for information regarding additional waivers
received and modifications to the Sprott Credit Agreement, including the Second
A&R Agreement.

The Company's future liquidity and capital resources management strategy entails
a disciplined approach to monitor the timing and depth of any drilling,
metallurgical and mineralogical studies and the continuation of processing the
remaining leach pad inventory 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 and cash flows; (ii) ceasing open pit mining
operations to reduce net cash outflows while continuing to process leach pad
inventory until such time as it is no longer economic; (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; and (vii) planning the
timing and amounts of capital expenditures and drilling, metallurgical and
mineralogical study costs at the Hycroft Mine and deferring such items that are
not expected to benefit our near term operating plans. The Company has
undertaken and continue to undertake additional efforts to: (i) monetize
non-core assets and excess materials and supplies inventories; (ii) return
excess rental and leased equipment; (iii) sell certain uninstalled grinding
mills that are not expected to be needed for a future milling operation; (iv)
sell other uninstalled grinding mills if the proceeds contribute to enhancing a
future milling operation; and (v) work with existing debt holders to adjust debt
service requirements.

Cash and liquidity

The Company has placed substantially all of its cash in operating accounts with
a well-capitalized financial institution, thereby ensuring balances remain
readily available. Due to the nature of our operations and the composition of
current assets, Cash and metal inventories represent substantially all of the
liquid assets on hand. Additionally, the Company is provided with additional
liquidity as ounces are recovered from the Ore on leach pads, processed into
finished goods, and sold at prevailing spot prices to customers.

The following table summarizes the projected sources of future cash, as recorded in the financial statements (in thousands of dollars):

                                                March 31, 2022       December 31, 2021
Cash                                           $       172,778      $           12,342
Metal inventories(1)                                     6,976                   6,693
Ore on leach pads(2)                                     3,680                  10,106
Assets held-for-sale                                    10,308                  11,558

Total Projected Sources of Future Cash $193,742 $

40,699


(1)Metal inventories contained approximately 3,869 recoverable ounces of gold
that are expected to be sold within the next 12 months. Assuming a gold selling
price of $1,942 per ounce (the March 31, 2022 P.M. fix) and excluding any
proceeds from silver sales, the sale of all gold ounces estimated to be
recovered from metal inventories would provide $7.5 million of revenue. See Note
3 - Inventories and Ore on Leach Pads to the Notes to the Financial Statements
for additional information.

(2)Ore on leach pads contained approximately 2,693 ounces of gold that are
expected to be processed into finished goods and then sold within the next 12
months. Assuming a gold selling price of $1,942 per ounce (the March 31, 2022
P.M. fix) and excluding any proceeds from silver sales, the sale of all gold
ounces estimated to be recovered from ore on leach pads would provide $5.2
million of revenue. See Note 3 - Inventories and Ore on Leach Pads to the Notes
to the Financial Statements for additional information.
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Three months completed March 31, 2022 compared to the three months ended March 31, 2021

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

                                                             Three Months Ended
                                                                 March 31,
                                                             2022           2021

Net loss                                                 $  (22,060)     $ (9,688)
Net non-cash adjustments                                      9,954        (2,846)
Net change in operating assets and liabilities                5,190        

(2,227)

Net cash used in operating activities                        (6,916)      

(14,761)

Net cash used in investing activities                         1,610        

(5,082)

Net cash (used) from financing activities 165,742

Net (decrease) increase in cash                             160,436       

(19,843)

Cash and restricted cash, beginning of period                46,635        

96,040

Cash and restricted cash, end of period                  $  207,071      $ 

76 197

Cash flows used in operating activities

During the three months ended March 31, 2022, the Company used $6.9 million of
cash in operating activities primarily attributable to a net loss of $22.1
million, the cash impact of which was equal to $12.1 million, and $5.2 million
was provided by working capital, which included a $6.1 million decrease for
production-related inventories as the Company continues to process the remaining
gold and silver ore on its leach pads which was partly offset by cash used to
reduce Accounts payable of $2.8 million. The largest non-cash items included in
net loss during the three months ended March 31, 2022 included a $5.3 million
loss from Fair value adjustments to warrants and Non-cash portion of interest
expense of $3.8 million.

For the three months ended March 31, 2021, the Company used $14.8 million of
cash in operating activities primarily attributable to a net loss of $9.7
million, the cash impact of which was $12.5 million, and $2.2 million was used
for working capital, which included $4.0 million used to increase
production-related inventories. The largest non-cash items included in net loss
for the three months ended March 31, 2021 included a $9.5 million gain from Fair
value adjustments to warrants and Non-cash portion of interest expense of $4.4
million.

Cash provided by (used in) investing activities

For the three months ended March 31, 2022, investing activities provided cash of
$1.6 million primarily from the sale of a regrind mill, which was included in
Assets held for sale, for gross proceeds of $1.3 million and other mobile mine
equipment and materials and supplies for proceeds of $0.7 million. In addition,
the Company purchased mobile mine equipment of $0.4 million.

For the three months ended March 31, 2021, the Company used $5.1 million in
investing activities which primarily related to expenditures of $2.5 million
(exclusive of capitalized interest of $0.7 million) for the leach pad expansion
project and $1.4 million for purchased equipment. The Company completed
construction of the leach pad to the appropriate point at which the Company
believes there would be minimal risk of adverse impacts to the leach pad.

Cash provided by financing activities

During the three months ended March 31, 2022 cash provided by financing
activities of $165.7 million was primarily related to the equity offerings
completed during the period: (i) the Private Placement offering completed on
March 15, 2022 for gross proceeds of $55.9 million, and (ii) the ATM Program
completed on March 25, 2022 for net proceeds of $134.3 million. These amounts
were offset by the required prepayments under the Second A&R Agreement of
$24.4 million, including $0.5 million of additional interest.

There was no cash financing activity during the three months ended March 31, 2021.

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Future capital and cash requirements

The following table provides the Company's gross contractual cash obligations as
of March 31, 2022, which are grouped in the same manner as they were classified
in the 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 (dollars in thousands):

                                                                           Payments Due by Period
                                                               Less than            1 - 3             3 - 5            More than
                                             Total              1 Year              Years             Years             5 Years

Operating activities:
Net smelter royalty(1)                    $ 292,181          $    1,766          $ 23,609          $  25,806          $ 241,000
Remediation and reclamation
expenditures(2)                              70,100                   -                 -                  -             70,100
Interest payments(4)                         22,665               4,398            13,157              5,110                  -
Crofoot royalty(3)                            4,630                   -                 -                  -              4,630
Financing activities:
Repayments of debt principal(4)             147,171                 126               301            146,744                  -
Additional interest payments(5)               7,149               2,200             4,949                  -                  -
Total                                     $ 543,896          $    8,490          $ 42,016          $ 177,660          $ 315,730


(1)Under the Sprott Royalty Agreement, the Company is required to pay a
perpetual royalty equal to 1.5% of the Net Smelter Returns from the Hycroft
Mine, payable monthly that also includes an additional amount for withholding
taxes payable by the royalty holder. Amounts presented above incorporate
estimates of the current life-of-mine plan for mineral resources and are based
on consensus pricing for gold and silver. See Note 10 - Deferred Gain on Sale of
Royalty to the Notes to the Financial Statements for additional information.

(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 cash outflows of these remediation and
reclamation obligations are reflected here. In the above presentation, no offset
has been applied for the $59.3 million of our reclamation bonds or for the
$34.3 million of cash collateral for those bonds included in Restricted Cash.

(3)The Company is required to pay a 4% net profits royalty, including advance
royalty payments of $120,000 in any year where mining occurs on the Crofoot
claims and an additional $120,000 if tons mined from the Crofoot claim blocks
exceed 5.0 million tons. See Note 21 - Commitments and Contingencies to the
Notes to the Financial Statements for additional information.. Amounts shown
represent the current estimates of cash payment timing using consensus pricing
for gold and silver.

(4)Repayments of principal on debt consists of amounts due under the Sprott
Credit Agreement (as amended by the Second A&R Agreement), the Subordinated
Notes and notes payable for equipment purchases. Included in the repayment of
the Subordinated Notes principal is interest that has been capitalized as
payable in-kind on a quarterly basis, and on a monthly basis for the Sprott
Credit Agreement (as amended by the Second A&R Agreement) for the first 12
months after the initial advance. Also included in the repayment of the Sprott
Credit Agreement is the $3.3 million fee that has been capitalized as payable
in-kind in connection with the Second A&R Agreement. See Note 9 - Debt, Net to
the Notes to the Financial Statements for additional information.

(5)Additional interest payments consist of repayments of additional interest
under the Sprott Credit Agreement (as amended by the Second A&R Agreement),
commencing February 28, 2021 (with the first cash payment due three months after
such date) and ending on the maturity date. See Note 9 - Debt, Net to the Notes
to the Financial Statements for additional information.
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Restrictive covenants

The Company's debt agreements contain representations and warranties, events of
default, restrictions and limitations, reporting requirements, and covenants
that are customary for agreements of these types.

The Sprott Credit Agreement (as amended by the Second A&R Agreement) contains
covenants that, among other things, restrict or limit the ability of the Company
to enter into encumbrances (other than Permitted Encumbrances), incur
indebtedness (other than Permitted Indebtedness), dispose of its assets (other
than Permitted Disposals), pay dividends, and purchase or redeem shares, as such
terms are defined in the Sprott Credit Agreement (as amended by the Second A&R
Agreement). The Sprott Credit Agreement (as amended by the Second A&R Agreement)
requires the Company to ensure that, at all times, both its Working Capital and
Unrestricted Cash are at least $10.0 million (subsequently reduced by the Waiver
and Waiver Amendment discussed below), as such terms are defined in the Sprott
Credit Agreement (as amended by the Second A&R Agreement), and that at least
every six months the Company demonstrates its ability to repay and meet all
present and future obligations as they become due with a financial model that
uses consensus gold prices discounted by 5.0%. The Subordinated Notes include
customary events of default, including those relating to a failure to pay
principal or interest, a breach of a covenant, representation or warranty, a
cross-default to other indebtedness, and non-compliance with security documents.
As of March 31, 2022, the Company was in compliance with all covenants under its
debt agreements.

On February 28, 2022, the Company entered into the February 2022 Waiver and
Amendment with the Lender amending the November 2021 Waiver. Pursuant to the
February 2022 Waiver and Amendment, the Lender: (i) waived the Company's
obligation under the Sprott Credit Agreement to maintain at least $9.0 million
of Unrestricted Cash on the last day of each calendar month during the period
ending May 10, 2022 (the "Waiver Period"), provided that, the Company maintained
at least $7.5 million of Unrestricted Cash on the last day of February 2022 and
at least $9.0 million on the last day of each month thereafter during the Waiver
Period; (ii) waived all obligations of the Company to prepay the facility with
the net cash proceeds of any Mill Asset Sales (as defined in the February 2022
Waiver and Amendment) until the earlier of: (A) the date on which the Company
completes a private placement or other offering or issuance of its equity
securities (the "Offering Date"); and (B) March 31, 2022; and (iii) extended the
payment due date for the additional February interest payment and the February
principal payment until the earlier of: (A) the Offering Date; and (B) March 31,
2022. Further, pursuant to the February 2022 Waiver and Amendment, any failure
by the Company to comply with the terms of the preceding sentence would
constitute an immediate Event of Default under the Credit Agreement.

On March 11, 2022, the Company entered into the March 2022 Sprott Agreement with
the Lender with respect to the Sprott Credit Agreement. As described in the
March 2022 Sprott Agreement, the Company was contemplating Equity Financing
Transactions to be completed on or before March 31, 2022. Pursuant to the March
2022 Sprott Agreement, if the Equity Financing Transactions result (or are
likely to result pursuant to definitive subscription underwriting and/or similar
legally binding agreements) in the Company's receipt of total gross cash
proceeds (before deduction of fees and expenses) of the Required Equity Amount
on or before March 31, 2022, the Lender and the Company were obligated to amend
the principal repayment terms under the Sprott Credit Agreement such that no
further scheduled payments of principal shall be required prior to May 31, 2025
(the "Maturity Date") (i.e., there will be no required regular amortization
payments of the facility and the full principal balance of the facility shall be
due and payable in a single "bullet" payment on the Maturity Date). The
consummation of the Private Placement satisfied the Required Equity Amount
condition in the March 2022 Sprott Agreement.

The March 2022 Sprott Agreement also provides that, in connection with the
modification of the required facility amortization payments, the Company shall
pay to the Lender an amount equal to $3.3 million, with such payment to be
capitalized and added to the principal amount owing under the Sprott Credit
Agreement and accrue interest at the same rate and upon the same terms as the
existing loans under the Sprott Credit Agreement; provided, the payment or
prepayment of such capitalized principal amount shall not be subject to the
Prepayment Premium (as defined in the Sprott Credit Agreement) or any other
penalty or premium.

On March 14, 2022, the Company reached an agreement in principle with the Lender
to modify the terms of the Sprott Credit Agreement and other applicable loan
documents. On March 30, 2022, the Company and Lender under the Sprott Credit
Agreement entered into the Second A&R Agreement, which: (a) extended the
maturity date for all of the loans and other principal obligations under the
Sprott Credit Facility by two years, to May 31, 2027; (b) provided for the
Initial Equity Proceeds Prepayment in the amount of $10.0 million promptly upon
the Company's receipt of cash proceeds from the Private Placement; (c) provided
for the Subsequent Equity Proceeds Prepayments in the amount of $13.9 million
(representing 10% of the subsequent issuance of its equity interests consummated
on or prior to March 31, 2022); and (d) eliminated the prepayment premiums
otherwise payable with respect to the Initial Equity Proceeds Prepayment, the
Subsequent Equity Proceeds Prepayments and all future prepayments of principal
under the Sprott Credit Facility. In addition, the Company's obligations to: (i)
prepay principal with proceeds of asset sales were credited/offset by the $23.9
million aggregate amount of Initial Equity
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Proceeds Prepayment and the Subsequent Equity Proceeds Prepayments; and (ii) to
maintain a minimum amount of Unrestricted Cash was increased to $15.0 million.
Pursuant to the agreement in principle, the Company made the Initial Equity
Proceeds Prepayment of $10.0 million and paid in kind a $3.3 million fee in
connection with the modification and capitalized it to principal on March 16,
2022 and following the execution of the Second A&R Agreement on March 30, 2022,
the Company: (i) paid the previously deferred additional interest payment of
$0.5 million; and (ii) made the Subsequent Equity Proceeds Prepayment of $13.9
million. After giving effect to such prepayments the outstanding principal
balance under the Second A&R Agreement was estimated as of March 31, 2022 to be
$57.9 million (before issuance discounts) including unpaid additional interest
of approximately $7.1 million.

Off-balance sheet arrangements

From March 31, 2022our off-balance sheet arrangements consisted of a net profit royalty agreement and a net smelter royalty agreement (see note 21 – Commitments and contingencies in the notes to the financial statements).

Accounting developments

The following accounting pronouncements have been adopted by the Company during the three months ended March 31, 2022:

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible
Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). ASU 2020-06
simplifies guidance on accounting for convertible instruments and contracts in
an entity's own equity including calculating diluted earnings per share. For
emerging growth companies, the new guidance is effective for annual periods
beginning after December 15, 2022. The Company early adopted ASU 2020-06 as of
January 1, 2022, with no material impact on its condensed consolidated financial
statements or the related disclosures.

In December of 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes ("ASU 2019-12"), as part as part of
its overall simplification initiative to reduce costs and complexity of applying
accounting standards while maintaining or improving the usefulness of the
information provided to users of financial statements. Amendments include
removal of certain exceptions to the general principles of ASC 740, Income Taxes
and simplification in several other areas such as accounting for a franchise tax
(or similar tax) that is partially based on income. For emerging growth
companies, the new guidance was effective for annual periods beginning after
December 15, 2021 and the Company adopted ASU 2019-12 as of January 1, 2022,
with no material impact on its condensed consolidated financial statements or
the related disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260),
Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock
Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own
Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or
Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of
the FASB Emerging Issues Task Force). ASU 2021-04 clarifies and reduces
diversity in an issuer's accounting for modifications or exchanges of
freestanding equity-classified written call options (e.g., warrants) that remain
equity classified after modification or exchange. ASU 2021-04 provides guidance
that will clarify whether an issuer should account for a modification or an
exchange of a freestanding equity-classified written call option that remains
equity classified after modification or exchange as (i) an adjustment to equity
and, if so, the related earnings per share effects, if any, or (ii) an expense
and, if so, the manner and pattern of recognition. For emerging growth
companies, the new guidance was effective for annual periods beginning after
December 15, 2021 and the Company adopted ASU 2021-04 as of January 1, 2022,
with no material impact on its condensed consolidated financial statements or
the related disclosures.

Critical accounting estimates

This MD&A is based on the Condensed Financial Statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of these statements requires us 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 Condensed 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 our Annual Report on Form 10-K for the year ended December 31,
2021.

Caution 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
Exchange Act, and the Private Securities Litigation Reform Act of 1995 (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
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reference, which address activities, events or developments that we expect or anticipate will or may occur in the future, are forward-looking statements, including, but not limited to, such that :

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.
Important factors that could cause actual results, performance, or achievements
to differ materially from those in the forward-looking statements include, but
are not limited to:

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.

Please see "Risk Factors" set forth in our Annual Report on Form 10-K for the
year ended December 31, 2021, for more information about these and other risks.
These risks may include the following and the occurrence of one or more of the
events or circumstances alone or in combination with other events or
circumstances, may have a material adverse effect on our business, cash flows,
financial condition and results of operations. Important factors and risks that
could cause actual results to differ materially from those in the
forward-looking statements include, among others:

•Risks related to the evolution of our operations in Hydroft Mine including:

• Risks associated with the cessation of pre-commercial scale mining operations in Hydroft Mine;

•Uncertainties regarding mineral resource estimates;

•Risks related to the absence of a completed feasibility study; and

•Risks related to our ability to restore commercially feasible mining operations.

• Industry risks, including:

• Fluctuations in the price of gold and silver;

• Uncertainties related to the ongoing COVID-19 pandemic;

•Intense competition in the recruitment and retention of qualified employees within the mining industry;

•Commercial success and risks related to our development activities;

• Uncertainties and risks related to our dependence on subcontractors and consultants;

•Availability and cost of equipment, supplies, energy or reagents;

•The inherently dangerous nature of mining activities, including environmental risks;

• Potential effects of WE federal and state government regulations, including environmental regulations and permit requirements;

•Uncertainties related to obtaining or maintaining governmental regulatory approvals and permits;

•Cost of compliance with current and future government regulations, including environmental regulations;

•Potential challenges with respect to our mining properties;

•Our insurance may not be adequate to cover all risks associated with our business;

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•The risks associated with the proposed legislation could significantly increase the cost of mining development on our unpatented mining claims;

•Risks associated with regulations and pending legislation governing issues
involving climate change could result in increased costs, which could have a
material adverse effect on our business; and

•The evolution of the climate and the regulations relating to climate change.

• Business risks, including:

•Risks related to our ability to raise capital on favorable terms or not at all;

•The loss of key personnel or our inability to attract and retain personnel;

•Risks relating to our substantial indebtedness, including operational and financial restrictions under existing indebtedness, cross-acceleration and our ability to generate sufficient cash to repay our indebtedness;

• Costs related to our land reclamation requirements;

•Risks related to technological systems and security breaches;

• Likelihood of litigation due to a material weakness in our internal controls over financial reporting; and

•The risks that our major shareholders may exercise significant influence over matters submitted for shareholder approval.

• Risks relating to our common stock and warrants, including:

•Volatility of the price of our common shares and warrants;

•Risks related to potential dilution resulting from future share offerings;

•Risks related to future offerings of senior debt or equity securities;

•Risks linked to reimbursement by the Nasdaq;

• The risks that warrants may expire worthless and that certain warrants may be recognized as a liability;

• Anti-takeover provisions could make it difficult for us to be acquired by a third party; and

•Risks related to limited access to our financial disclosure, as we have elected
to take advantage of the disclosure requirement exemptions granted to emerging
growth companies and smaller reporting companies.

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