Exhibit 10.2

PAYOUT LETTER

RECITALS:

For the purposes of the foregoing, the parties hereto agree as follows:

In this Agreement, in addition to the terms defined above, the following definitions apply:

“Agreement” means this payout letter;

“Continuing Obligations” means (a) all costs and expenses reasonably incurred by the Lender (including all legal fees and expenses on a solicitor and own-client basis) in connection with the settlement of this letter and the release of all liens, encumbrances and security interests granted under the Credit Agreement or the Security as contemplated herein; and (b) all indemnification and other obligations in favour of the Lender or any other person or persons identified under the provisions of the Credit Agreement or any other Facility Documents that are in effect immediately before the effectiveness of this Agreement, which by their terms survive the termination of the Credit Agreement or any other Facility Documents;

“Credit Parties” means collectively, the Borrower and the Guarantors;

“Obligations” means all obligations, indebtedness, liabilities and other sums whatsoever, present and future, direct or indirect, absolute or contingent of the Credit Parties to the Finance Parties (including all Facility Indebtedness, principal, interest, fees, costs, charges and other amounts, whatsoever) under or arising from the Credit Agreement and the other Facility Documents or any of them;

“Security” means all security interests, hypothecs, grants, mortgages, charges, pledges, transfers, assignments, guarantees and other security held from time to time by the Lender securing or intended to secure, directly or indirectly, repayment of the Obligations (including, without limitation, the Security Documents and the documents listed in Schedule B); and

Capitalized terms used in this Agreement and not otherwise defined herein have the meanings given to them in the Credit Agreement.

As of 2:00 p.m. Toronto time (the “Cut-off Time”) on October 15, 2025 (the “Payout Date”), the total amount of the Obligations is as set out on Schedule A hereof (the “Initial Payout Amount”). Payments received by the Lender after the Cut-off Time on any day, including on the Payout Date, will be deemed to have been received by the Lender on the next following Business Day and will be subject to an increase by an amount equal to a per diem amount set out on Schedule A hereof (“Per Diem Amount”) for each additional day after the Payout Date, until the Obligations are repaid in full on or before the Cut-off Time on such date in accordance with the terms and conditions of this Agreement.

The Initial Payout Amount has been calculated as at the Cut-off Time on the Payout Date.

The Borrower will pay the Initial Payout Amount plus any applicable Per Diem Amount (collectively, the “Payout Amount”) to the Lender by wire transfer to the account of the Lender set out on Schedule A. The Lender hereby confirms that the Payout Amount represents all Obligations (other than any Continuing Obligations) that the Borrower owes to the Lender under the Facility Documents. The Payout Amount is an enforceable obligation of the Borrower payable to the Lender pursuant to the provisions of or arising from the Credit Agreement and the other Facility Documents or any of them without any deduction, offset, defense or counterclaim.

Effective upon the receipt by the Lender of the Payout Amount in full made in accordance with this Agreement and the receipt by the Lender of a copy of this Agreement executed and delivered by the Credit Parties (the date on which such condition has been satisfied being referred to as the “Release Date”), automatically and without any further action by any person except as indicated below:

The Lender represents and warrants that it has not sold, transferred, assigned, granted, or otherwise disposed of, or agreed to sell, transfer, assign, grant, or otherwise dispose of, any of the Credit Agreement, the Security, the other Facility Documents, the Facility or the Obligations.

The Credit Parties acknowledge and confirm that neither this Agreement nor any payout or discharge of the Facility, the Facility Documents or the Obligations shall affect or result in any termination, release or discharge of the Sprott Royalty or any recording, filing or registration in respect thereof, including but not limited to the Royalty Deed and Memorandum of Royalty Agreement recorded in Pershing County, Nevada on May 29, 2020 under Doc # 508642 and in Humboldt County, Nevada on May 29, 2020 under no. 2020-01918, or any security therefor, including but not limited to the Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing of Hycroft Resources recorded in Pershing County, Nevada on May 29, 2020 under Doc # 508643 and in Humboldt County, Nevada on May 29, 2020 under no. 2020-01919, all of which is and shall remain in full force and effect, unamended.

Each of the Credit Parties will be liable for all out-of-pocket fees, expenses and disbursements that the Lender or its legal counsel reasonably incurs or charges in connection with this Agreement and the performance of their obligations under this Agreement to the extent not included in the Payout Amount and shall pay all such amounts promptly upon presentment of invoices.

The Lender will, at the Credit Parties’ expense, promptly sign (or cause to be signed) all further documents, instruments, agreements or other items, do (or cause to be done) all further acts, and provide all reasonable assurances as may reasonably be necessary or desirable to give effect to the terms of this Agreement, including without limitation evidencing or providing for the release and discharge of all of the security interests granted under the Security documents and the termination of the Security documents.

This Agreement will become effective only upon execution thereof by all parties hereto and return of a fully executed copy to the Lender. Subject to the foregoing, this Agreement will enure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.

The laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of Ontario, excluding any rule or principle of conflicts of law that may provide otherwise, govern this Agreement.

This Agreement may be signed in any number of counterparts, each of which is an original, and all of which taken together constitute one single document. Counterparts may be transmitted by fax or in electronically scanned form. Parties transmitting electronically will also deliver the original counterpart to each other party, but failure to do so does not invalidate this Agreement.

This Agreement will terminate and cease to be of any force and effect if the Payout Amount (including the applicable Per Diem Amount) is not fully, irrevocably and unconditionally paid, released and received by the Lender as contemplated in this Agreement on or before 2:00 p.m. (Toronto time) on October 17, 2025.

[Signature pages follow]

Yours truly,

ACCEPTED AND AGREED TO:

October 15, 2025

SCHEDULE A

PAYOUT AMOUNT

PER DIEM AMOUNT:

WIRE TRANSFER INFORMATION OF THE LENDER:

SCHEDULE B

SECURITY

SCHEDULE C

REGISTRATIONS

SCHEDULE D

POSSESSORY COLLATERAL