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(1) |
Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement shall also cover any additional shares of Registrant’s Class A common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Class
A common stock. |
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(2) |
Rule
457(c) and Rule 457(h). |
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(3) |
Shares of Class A common stock reserved for issuance under the Hycroft Mining Holding Corporation 2025 Performance
and Incentive Pay Plan (the “2025 Plan”) consist of (a) 3,500,000 shares of Class A common stock reserved for future issuance
under the 2025 Plan plus (b) 490,281 shares of Class A common stock previously reserved but unissued or subject to outstanding awards
under the Amended and Restated HYMC 2020 Performance and Incentive Pay Plan (the “2020 Plan”) that are now available or are
estimated to become available for future issuance under the 2025 Plan. Pursuant to the terms of the 2025 Plan, any shares subject to outstanding
awards originally granted under the 2020 Plan that are forfeited, terminate, expire, or lapse for any reason, or are settled for cash
without the delivery of shares prior to exercise or settlement shall become available for issuance pursuant to share awards granted under
the 2025 Plan, subject to certain limitations. |
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(4) |
Represents shares of Class A common stock reserved for issuance pursuant to outstanding awards under the 2020 Plan as of the date of this
Registration Statement. Any such shares of Class A common stock that are subject to awards under the 2020 Plan that are forfeited, terminate,
expire, or lapse for any reason, or are settled for cash without the delivery of shares under the 2020 Plan will be available for issuance
as Class A common stock under the 2025 Plan. See footnote (3) above. |
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(5) |
Estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. Based on the average
of high ($34.168) and low ($28.30) sale prices of the common stock, as reported on The Nasdaq Capital Market on January 12, 2026, which
date is within five business days prior to filing this registration statement, rounded up to $31.234 solely for purposes of calculating
the registration fee. |