HYMC US Equity☆

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information 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 SEC, as well as our Financial Statements and the Notes. Terms not defined herein have the same meaning defined elsewhere in this 2025 Form 10-K.

Introduction to the Company

We are a U.S.-based gold and silver exploration stage issuer that owns the Hycroft Mine in Nevada. Our focus is on exploring the mine’s approximately 64,000 acres of claims and developing the project in a safe, environmentally responsible, and cost-effective way. We completed processing the gold and silver ore previously placed on leach pads by the end of December 2022. We do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and resume mining and processing operations.

Health and Safety

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

We reported no lost-time incidents during the year ended December 31, 2025, and continue to operate in excess of 1.4 million work hours without a lost-time incident. The Hycroft Mine’s total recordable injury frequency rate (TRIFR) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages. During the year ended December 31, 2025, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to

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maintaining a TRIFR of 0.00 at both December 31, 2025, and December 31, 2024. We will continue to evolve our safety efforts as needed to keep our workforce, contractors, and visitors safe.

Executive Summary

During the year ended December 31, 2025, the Company: (i) continued advancing its exploration and development programs, (ii) raised gross equity proceeds of $296.8 million from a series of equity offerings, warrant exercises, and the New ATM transactions, and (iii) eliminated $136.4 million of debt and accrued interest, using $125.5 million cash and an approximate 9% discount on the second lien debt. In the second half of 2025, the Company initiated the next phase of drilling with the 2025 – 2026 Exploration Drill Program focusing on the high-grade silver dominant zones in Brimstone and Vortex. The initial plan included 8,200 meters of reverse circulation (“RC”) drilling using one RC drill rig and 14,500 meters of core drilling with two drill rigs. The plan has since been updated to add two core drill rigs in 2026, once the drill assays from the initial phase are received, with an estimate of 26,000 meters of core drilling. The exploration and technical work completed earlier in 2025 facilitated the development and publication of the 2026 Hycroft TRS that was filed February 18, 2026, reflecting an approximate 55% increase in measured and indicated mineral resources for both gold and silver mineral resources of 16.4 million ounces and 562.6 million ounces, respectively.

Recent Developments

2025-2026 exploration drilling

The 2025-2026 Drill Program is continuing to build on the high-grade silver dominant trends at Brimstone and Vortex, defined in 2023 and 2024. Additionally, the 2025-2026 Drill Program will continue follow up work in Bay Manganese as well as other near-mine exploration targets, defined in 2023 and 2024. The objective of the program is to further define the structural complexities of these systems; both down dip and along strike. In 2025, the Company completed a total of approximately 6,079 meters of core drilling in Brimstone and Vortex, focusing on high-grade silver opportunities. Additionally, approximately 1,300 meters of RC drilling was completed in 2025 in the Bay area focusing on potential gold-dominant leach opportunities. In July of 2025, a deep Induced Polarity (IP) geophysical survey centered on Brimstone was completed in advance of the 2025-2026 drilling to help guide the down dip off-sets of the Brimstone high-grade silver trend. The IP survey identified a potential altered intrusive center and potential feeder zone which became a focus for the 2025 drilling in Brimstone and will continue to help guide drilling plans in 2026.

Metallurgical and variability test work

During the year ended December 31, 2025, the Company advanced with metallurgical work and engineering work necessary for designing a sulfide milling operation. The Company has been testing composite samples from around the deposit that represents the various material characteristics in the sulfide mineralization. Crushing, grinding, and flotation work since the 2023 Hycroft TRS has identified significant improvements in gold and silver flotation recoveries that are expected to increase the economic benefits to the project. The Company’s test work for identifying the optimal inputs and operating parameters for roasting, pressure oxidation, leaching, sulfuric acid generation, and power co-generation work progressed during the year ended December 31, 2025, and this test work will continue into 2026. Process plant flow sheets, equipment selection, plant layout, water management, and other designs continued to be developed. Due to the potential commercial applications for the significant quantity of sulfuric acid expected to be generated from roasting the sulfide concentrate, the Company engaged a third-party specialist to prepare market focused sulfuric acid study in 2024. The sulfuric acid market study identified a viable market for the potential sulfuric acid by-product generated from roasting the sulfide concentrate. The third-party consultant updated the sulfuric acid market study in 2025 that also identified additional emerging local and regional sulfuric acid markets with current and potentially new consumers. The Company continues to complete metallurgical testing to generate the information necessary to conduct trade-off studies to assess whether roasting technology could offer superior economics compared to POX technology for the Hycroft Mine. During 2025, the Company completed an updated revision of the future tailing storage facility designs needed to extend material storage capacity and comply with new and emerging safety and environmental regulations for these types of facilities.

Balance sheet and equity activities

During the year ended December 31, 2025, the Company completed the following activities (discussed in further detail below) that strengthened the Company’s balance sheet:

•The Company sold 54,213,173 shares of common stock via two public equity offerings and a private equity offering for aggregate gross proceeds, before commissions and offering expenses, of $279.8 million.

•The Company sold 979,308 shares of common stock via its at-the-market equity offering (the “New ATM Program”) for gross proceeds of $5.7 million.

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•The Company issued 2,592,218 shares of common stock through the conversion of its equity warrants for gross proceeds of $11.3 million.

•The Company used a portion of the proceeds from the equity offerings and made payments totaling $125.5 million to fully extinguish its remaining debt, including accrued interest. For additional information, see Note 11 – Debt, net to the Notes to the Consolidated Financial Statements.

•Received net cash proceeds from sales of assets held for sale and miscellaneous equipment totaling $3.6 million.

•Received net cash proceeds from the sales of an equity investment totaling $1.1 million.

2026 Outlook

Our plan is to continue operating safely and in an environmentally responsible manner while advancing exploration and development activities. Key 2026 priorities include executing the 2025–2026 Drill Program to expand high-grade silver mineralization. Additional 2026 activities include assessing the potential for a high-grade underground mining scenario, completing a technical study with economics based on milling and pressure oxidation of sulfide mineralization, advancing the metallurgical test work for roasting sulfide concentrates, assessing the potential restart of mining leachable oxide and transition material, and reviewing district exploration targets to unlock broader mineral resource potential. We plan to continue managing our cash and capital market activities to maintain adequate funding for these priorities and activities.

Results of Operations

Operating expenses

Year Ended December 31,

Depreciation and amortization 2,024 2,233

Asset retirement obligation adjustments and accretion expense (1,377) 7,116

Exploration and development costs

Exploration and development costs decreased $4.7 million during the year ended December 31, 2025, primarily due to reduced drilling as the Company focused on incorporating the 2024 Drill Program results and refining the structural framework and mapping programs into an updated geologic model during the first half of 2025. The 2025-2026 Drill Program began in early August 2025.

Mine site costs

Mine site costs increased $4.8 million during the year ended December 31, 2025, primarily attributed to a $2.5 million agreement signed in November 2025 to terminate the Crofoot Royalty agreement and a $1.5 million payment for sulfur and other mineral rights within certain patented and unpatented mining claims.

General and administrative costs

General and administrative costs were relatively flat year over year.

Depreciation and amortization

Depreciation and amortization expense decreased $0.2 million during the year ended December 31, 2025, primarily due to certain assets becoming fully depreciated and modest capital additions in recent periods.

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Other (income), net

Operating Other (income), net decreased $9.2 million during the year ended December 31, 2025, primarily due to a year-over-year reduction in net gain, $0.2 million for 2025 as compared to a $9.4 million net gain for 2024. See Note 15 – Other income (loss), net to the Notes to the Consolidated Financial Statements for further detail.

Asset retirement obligation adjustments and accretion expense

During the year ended December 31, 2025, the Company recorded a $2.7 million decrease in its asset retirement obligation estimate. This change in estimate was primarily driven by the change in timing of the anticipated reclamation activities related to solution management.

During the year ended December 31, 2024, the Company recognized a $5.9 million increase in its asset retirement obligation estimate. This change in estimate took into consideration: (i) the Standardized Reclamation Cost Estimator Unit Cost Data, (ii) a revised engineering design for impervious cover placement requiring additional volumes of cover material on the Crofoot heap leach pad, (iii) adjustments to the project timeline, (iv) increased costs due to additional equipment, longer haul distances, and other costs exceeding prior estimates, and (v) accretion. See Note 9 – Asset retirement obligation to the Notes to the Consolidated Financial Statements for additional information.

Non-operating income (expense), net

Year Ended December 31,

Interest expense

Interest expense decreased $8.9 million during the year ended December 31, 2025, primarily driven by the Company extinguishing all of its debt on October 15, 2025. The year ended December 31, 2024, included $6.9 million of accelerated amortization of original issue discount and issuance costs related to voluntary first lien debt prepayments in early 2024. See Note 11 – Debt, net to the Notes to the Consolidated Financial Statements for additional information.

Interest income

Interest income was flat year over year with interest income of $4.4 million during both the year ended December 31, 2025, and the year ended December 31, 2024.

Other income (loss), net

Non-operating Other income (loss), net increased $12.0 million during the year ended December 31, 2025, primarily due to a $9.2 million gain on the extinguishment of debt and $1.8 million unrealized gain on securities, as compared to a $1.5 million other loss that included a $1.6 million unrealized loss on securities in 2024. See Note 15 – Other income (loss), net to the Notes to the Consolidated Financial Statements for further detail.

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Liquidity and Capital Resources

General

The Company’s unrestricted cash position at December 31, 2025, was $181.7 million, as compared with $49.6 million at December 31, 2024. The increase in unrestricted cash was due to: (i) proceeds from two public equity offerings and a private placement, (ii) proceeds from the Company’s New ATM Program, and (iii) proceeds from warrant exercises, partially offset by debt payments, including paid-in-kind, and accrued interest, of $125.5 million. Specific activities undertaken included:

Equity

•On June 12, 2025, through a public offering, the Company sold 13,824,117 Units of the Company, including the underwriters’ overallotment exercised on July 11, 2025. Each unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant. Each warrant is exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months. Including the underwriters’ overallotment that closed on July 11, 2025, the Company raised total net proceeds of $44.5 million, after deducting underwriting discounts and direct expenses of $3.8 million.

•On September 2, 2025, the Company sold 14,017,056 units of the Company through a private equity placement with three accredited investors. Each unit consisted of one share of common stock and one-half of one warrant to purchase one share of common stock. Each Warrant is exercisable to purchase one share of common stock of the Company at a price of $6.00 per share with a two-year exercise period. Total proceeds raised was $60.0 million.

•On October 9, 2025, through a public offering, the Company raised $164.6 million net proceeds after underwriting discounts, commissions and net issuances expense of $6.8 million.

•During 2025, the Company raised a total of $11.3 million in net proceeds from warrant exercises - $9.9 million from $4.20 warrants and $1.4 million from $6.00 warrants.

•During 2025, the Company sold 979,308 shares under the New ATM Program for net proceeds of $5.5 million, after deducting commissions and direct expense of $0.2 million.

•On October 15, 2025, the Company made payments totaling $125.5 million to fully extinguish its remaining debt, including accrued interest. The Company first repaid the outstanding $15.0 million principal balance of its first-lien debt, along with $0.1 million in accrued interest. The Company then repurchased subordinated notes with an aggregate face value of $120.8 million, plus approximately $0.5 million in accrued paid-in-kind interest, at a 9% discount to face value for a total of $110.4 million.The Company also incurred transaction expenses of $0.1 million.

•As of December 31, 2025, $92.1 million gross sales price of common stock was available for issuance under the New ATM Program.

•On December 29, 2025, the Company filed a $500 million universal shelf registration statement that became effective January 12, 2026. The Company believes its existing liquidity is sufficient to meet our operating and capital requirements; however, the universal shelf registration statement provides additional flexibility to raise capital efficiently if needed.

As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to fund the business. 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, and restructuring its debt, 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. If funds are unavailable, the Company may be required to materially change its business plan. However, the Company currently believes its existing liquidity is sufficient to meet our operating and capital requirements for the next 12 months from the date of this Form 10-K.

The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies 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; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing

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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; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) extinguishing debt.

In addition, the Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additional capital.

Cash and liquidity

The Company has placed substantially all its cash in operating and investment accounts with well-capitalized financial institutions, thereby ensuring balances remain readily available. The Company uses AAAm rated U.S. Government Money Market Funds for its cash investments.

The following table summarizes projected sources of future liquidity, as recorded within the Financial Statements (in thousands):

Equity warrants with mandatory conversion(1) 40,679 —

Equity investment securities 776 —

Income tax receivable — 95

Total projected sources of future liquidity $ 226,695 $ 55,627

(1)After satisfying the conditions for a Required Exercise under the 2025 Private Placement Warrant Agreement, Hycroft issued the Notice of Required Exercise of Common Stock Purchase Warrant to the remaining Private Placement warrant holders on December 14, 2025. The Notice requires the exercise of 6,891,719 warrants at the exercise price of $6.00 per warrant for net proceeds of $41.4 million. After the Notice of Required Exercise and through December 31, 2025, 111,809 Private Placement Warrants were exercised for net proceeds of $0.7 million. The remaining 6,779,910 shares of the Private Placement Warrants to be exercised and the associated funding occurred in January 2026.

(2)In September 2025, the Company entered into an Equipment Purchase Agreement to sell one Ball Mill for $4.0 million, before commissions and expenses. The Company recorded a $2.8 million reduction to equipment not-in-use and recognized $0.7 million, net of commissions, as Operating Other income for the sale of the Ball Mill for the year ended December 31, 2025.

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Year ended December 31, 2025, compared to year ended December 31, 2024

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

Year Ended December 31,

Net change in operating assets and liabilities 1,559 2,154

Cash settlement of paid-in-kind interest (45,062) —

Net cash used in operating activities (82,874) (35,897)

Net cash provided by investing activities 4,126 6,327

Net cash provided by (used in) financing activities 205,921 (25,922)

Cash, cash equivalents and restricted cash, beginning of period 77,058 132,550

Cash, cash equivalents and restricted cash, end of period $ 204,231 $ 77,058

Cash used in operating activities

During the year ended December 31, 2025, the Company used $82.9 million of cash in operating activities, primarily attributable to a Net loss of $40.7 million and cash settlement of paid-in-kind interest of $45.1 million. The largest non-cash items included in Net loss were net gain on the extinguishment of debt for $9.2 million, and non-cash interest expense, including amortization of original issue discount and issuance costs, of $9.3 million. The primary items included in changes in operating assets and liabilities of $1.6 million were an increase in Accounts payable, accrued expenses, and other liabilities of $2.0 million with partial offset from decrease in Receivables of $0.2 million and Prepaids of $0.1 million.

During the year ended December 31, 2024, the Company used $35.9 million of cash in operating activities primarily attributable to a Net loss of $60.9 million, the cash impact of which was equal to $38.1 million, and $2.1 million sourced through working capital and other operating activities, driven primarily by cash from Receivables of $1.8 million and Prepaids of $1.4 million, partially offset by a decrease in Accounts payable, accrued expenses, and other liabilities of 0.9 million.

Cash provided by investing activities.

During the year ended December 31, 2025, investing activities generated net cash of $4.1 million, comprised of Proceeds from sale of assets of $4.7 million, partially offset by Additions to property, plant, and equipment of $0.6 million.

During the year ended December 31, 2024, investing activities generated net cash of $6.3 million, comprised of Proceeds from sale of assets of $7.6 million, partially offset by Additions to property, plant, and equipment of $1.3 million.

Cash provided by (used in) financing activities

During the year ended December 31, 2025, financing activities generated cash of $205.9 million, comprised of $296.8 million gross proceeds, from various equity offerings, warrant exercises and the New ATM Program, less commissions and offering expenses of $10.9 million. The net equity proceeds were partially offset by $80.0 million of Principal payments, including prepayments for the $15.0 million first lien debt and $64.9 million subordinated debt.

During the year ended December 31, 2024, cash used in financing activities of $25.9 million was primarily related to Principal payments including the $38.0 million voluntary first lien debt prepayment. This amount was partially offset by gross proceeds of $12.6 million, less commissions and offering expenses, from the at-the-market program.

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Future capital and cash requirements

The following table provides the Company’s gross contractual cash obligations as of December 31, 2025, which are grouped in the same manner as they are classified in the Consolidated Statement of 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 (in thousands):

Payments Due by Period

Total Less than1 Year 1 - 3Years 3 - 5Years More than5 Years

Operating activities:

(1)The Company is required to pay a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine Sprott Royalty Agreement, payable monthly that also includes an additional amount for withholding taxes payable by the royalty holder. See Note 22 – Commitments and contingencies to the Notes to the Consolidated 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 inflated cash outflows of these remediation and reclamation obligations are reflected here. In the above presentation, no offset has been applied for the $58.9 million of our reclamation bonds or for the $22.4 million of cash collateral for those bonds included in Restricted Cash.

In addition, the Company may enter into service agreements with contractors or consultants to perform work on or related to the Hycroft Mine. In general, these agreements are on an as-needed basis and do not have ongoing commitments and, as such, have not been included in the table above.

Debt covenants

Until the Company fully extinguished all its debt on October 15, 2025, the Company’s then existing debt agreements contained representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that were customary for debt agreements.

Off-balance sheet arrangements

As of December 31, 2025, the Company’s off-balance sheet arrangements consisted of a net profit royalty arrangement and a net smelter royalty arrangement. In November 2025, the Company agreed to extinguish the net profit royalty arrangement and completed the extinguishment in early January 2026. See Note 22 – Commitments and contingencies to the Notes to the Consolidated Financial Statements for additional information.

Critical accounting estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts. We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable at the time our estimates are made. Actual results may differ from amounts estimated in these statements, and such differences could be material. As such, future events and their effects cannot be determined with certainty.

Although other estimates are used in preparing our financial statements, we believe that the following accounting estimates are the most critical to understanding and evaluating our reported financial results. For information on all of our significant accounting policies, see Note 2 – Summary of significant accounting policies to the Notes to the Consolidated Financial Statements for additional information.

Impairment of long-lived assets

Refer to Note 1, and Item 1A. “Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, 2025, for further information regarding, and risks associated with, impairment of long-lived assets.

Our long-lived assets consist of property, plant, and equipment. We review and evaluate our long-lived assets for

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impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include, but are not limited to, significant adverse changes to projected revenues, costs, or future operating plans or changes to federal and state regulations (with which we must comply) that may adversely impact our current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value.

Since the Company does not have mineral reserves on which to project revenues or cash flows from its operations in 2025 or beyond, to determine fair value, we utilize a market-based approach considering comparable sales transactions from the past five years and estimates of enterprise value. Based on the comparable sales transactions identified, we estimated a range of values for measured and indicated mineral resources per equivalent ounce of gold. Our estimates of future cash flows from the potential sale of our assets held-for-sale, which is a variable in the model, are based on numerous assumptions that are consistent or reasonable in relation to transactions occurring in the market and the Company’s history with selling similar assets. Actual future cash flows may be significantly different than the estimates as each are subject to significant risks and uncertainties.

During the two-year period ended December 31, 2025, no material impairments of our long-lived assets were recorded.

Asset retirement obligation

Estimate Required:

We will be required to perform reclamation activity at the Hycroft Mine in the future. As a result of this requirement, an Asset retirement obligation has been recorded on our Consolidated Balance Sheet, which is based on our expectation of the costs that will be incurred years in the future. Any underestimate or unanticipated reclamation costs or any changes in governmental reclamation requirements could require us to record or incur additional reclamation costs. We accrue an Asset retirement obligation when they become known, are probable, and can be reasonably estimated. Whenever a previously unrecognized Asset retirement obligation becomes known, or a previously estimated reclamation cost is increased or decreased, the amount of that liability and any additional cost will be recorded at that time and could materially reduce our consolidated net income attributable to stockholders.

Impact of change in estimate:

The Reclamation Plan, approved by BLM in October 2019, is based on a 34-year mine plan which was the basis of operations when Hycroft ceased mining activities in November 2021. If the reclamation activities expected to be performed upon the estimated closure of the mine were to begin ten years earlier or later than currently assumed our reclamation liability would increase or decrease by approximately $5.6 million and $2.8 million, respectively.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, quantitative and qualitative disclosures about market risk are not required, and such are omitted from this filing.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Page

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, PCAOB ID 23 41

Consolidated Balance Sheets 42

Consolidated Statements of Operations 43

Consolidated Statements of Cash Flows 44

Consolidated Statements of Stockholders’ Equity (Deficit) 45

Notes to Consolidated Financial Statements 46

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Hycroft Mining Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hycroft Mining Holding Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits providea reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Baker Tilly US, LLP

Dallas, Texas

March 3, 2026

We have served as the Company’s auditor since 2022.

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HYCROFT MINING HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

Assets:

Equity investment securities 776 454

Property, plant, and equipment and assets held-for-sale, net 53,005 57,286

Equity investment securities, non-current — 151

Liabilities:

Accounts payable, accrued expenses, and other liabilities $ 7,712 $ 5,561

Asset retirement obligation, current 22 179

Debt, net — 54

Other liabilities 8 —

Commitments and contingencies - Note 22

Stockholders’ equity (deficit)

Total liabilities and stockholders’ equity $ 263,027 $ 140,135

The accompanying notes are an integral part of these Consolidated Financial Statements.

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HYCROFT MINING HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

Year EndedDecember 31,

Operating expenses:

Exploration and development costs $ 14,856 $ 19,526

Depreciation and amortization 2,024 2,233

Asset retirement obligation adjustments and accretion expense (1,377) 7,116

Non-operating income (expense):

Loss per share:

Basic and diluted $ (0.94) $ (2.63)

Weighted average shares outstanding:

The accompanying notes are an integral part of these Consolidated Financial Statements.

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HYCROFT MINING HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,

Cash flows from operating activities:

Depreciation and amortization 2,024 2,233

Stock-based compensation costs 1,896 2,627

Realized loss on sale of equity investment securities 525 —

Gain on sale of assets, net (805) (7,860)

Asset retirement obligation adjustments and accretion expense (1,377) 7,116

Unrealized gain on equity investment securities (1,815) —

Gain on extinguishment of debt (9,154) —

Changes in operating assets and liabilities:

Accounts payable, accrued expenses, and other liabilities 2,004 (1,092)

Supplies inventories, net (79) 8

Cash settlement of paid-in-kind interest (45,062) —

Net cash (used in) operating activities (82,874) (35,897)

Cash flows from investing activities:

Additions to property, plant, and equipment (564) (1,253)

Net cash provided by investing activities 4,126 6,327

Cash flows from financing activities:

Proceeds from issuance of common stock, net of issuance costs 285,876 12,198

Net cash provided by (used in) financing activities 205,921 (25,922)

Cash, cash equivalents, and restricted cash, beginning of period 77,058 132,550

Cash, cash equivalents, and restricted cash, end of period $ 204,231 $ 77,058

Reconciliation of cash, cash equivalents, and restricted cash:

Total cash, cash equivalents, and restricted cash $ 204,231 $ 77,058

See Note 20 – Supplemental cash flow information to the Notes to the Consolidated Financial Statements for additional details.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

(in thousands, except share amounts)

Shares Amount

Voluntary surrender of shares by shareholder (301) — — —

Vesting of restricted stock units 365,399 — — —

Stock-based compensation costs — — 1,896 — 1,896

Shares Amount

Vesting of restricted stock units 317,613 — — — —

5-Year Private Warrants transferred to 5-Year Public Warrants — — 5 — 5

Stock-based compensation costs — — 2,627 — 2,627

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Notes to Consolidated Financial Statements

1. Company Overview

Hycroft Mining Holding Corporation and its subsidiaries (collectively, “Hycroft,” the “Company,” “we,” “us,” “our,” “it,” or “HYMC”) is a U.S.-based gold and silver company dedicated to the safe, environmentally responsible, and cost-effective exploration and development of the Hycroft Mine, located in the state of Nevada.

The Company restarted pre-commercial scale open pit mining operations at the Hycroft Mine during the second quarter of 2019 and discontinued mining operations in November 2021. In February 2026, the Company, along with its third-party consultants, completed and filed the Hycroft Mine Initial Assessment and Technical Report Summary Nevada, USA (“2026 Hycroft TRS”) that included a mineral resource estimate utilizing a pressure oxidation (POX) process for transitional and sulfide mineralization and heap leaching process for oxide mineralization and some transitional mineralization. The Company is focusing on exploration drilling and data analyses, completing technical studies, conducting trade-off studies and alternative analyses for determining the optimal process flow sheet for processing sulfide ores and recovering gold and silver, and maintaining the Hycroft Mine.

2. Summary of significant accounting policies

Basis of presentation

These Consolidated Financial Statements (“Financial Statements”) of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

Use of estimates

The preparation of the Company’s Financial Statements requires management to make estimates and assumptions that affect amounts reported in these Financial Statements and accompanying notes. The more significant areas requiring the use of management estimates and assumptions relate to: the useful lives of long-lived assets; estimates of mineral resources; estimates of life-of-mine production timing, volumes, costs, and prices; future mining and future processing plans; environmental reclamation and closure costs and timing; deferred taxes and related valuation allowances; estimates of the fair value of liability classified warrants; and estimates of fair value for long-lived assets and financial instruments. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable at the time the estimate is made. Actual results may differ from amounts estimated in these Financial Statements, and such differences could be material. Accordingly, amounts presented in these Financial Statements are not indicative of results that may be expected for future periods.

Reclassification of prior year presentation

Certain prior period amounts have been combined for consistency with the current year presentation. These line items were combined to simplify the financial statement presentation, enhancing clarity without altering the total amounts reported in the financial statements. The combination of line items had no effect on the totals reported in the statement of operations, financial position, cash flows or stockholders’ equity

Cash and cash equivalents

The Company invests in AAAm rated U.S. Government Money Market Funds that are readily convertible to cash and the Company has included them in Cash and cash equivalents. As of December 31, 2025, cash consisted of the Company’s cash and money market fund balances. The Company has not experienced any losses on cash balances and believes that no significant risk of loss exists with respect to its cash.

Supplies inventories, net

Supplies are valued at the lower of average cost or net realizable value. Cost includes applicable taxes and freight. The Company monitors its supplies for turnover and obsolescence and records losses for excess and obsolete inventory, as appropriate.

Equity investment securities

The value of Equity securities is determined using the closing price on the last day of the period as quoted on the TSX Venture Exchange, which is the primary exchange for the underlying securities. The corresponding unrealized gain is included in Other income (loss), net. See Note 5 – Equity investment securities to the Notes to the Consolidated Financial Statements for additional information.

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Notes to Consolidated Financial Statements

Property, plant, and equipment, net

Expenditures for new facilities and equipment, and expenditures that extend the useful lives or increase the capacity of existing facilities or equipment are capitalized and recorded at cost. Such capitalized costs are depreciated using either the straight-line method over the estimated productive lives of such assets or the units-of-production method (when actively operating). For equipment and facilities that are constructed by the Company, interest is capitalized to the cost of the underlying asset while being constructed until such asset is ready for its intended use. The Company ceased capitalizing interest effective September 30, 2021, as mining and construction activities were suspended. The Company does not intend to resume capitalizing interest until such activities recommence. When the assets are available to be placed into service, the Company begins depreciation. See Note 6 – Property, plant, and equipment and assets held-for-sale, net to the Notes to the Consolidated Financial Statements for additional information.

Impairment of long-lived assets

The Company’s long-lived assets consist of property, plant, and equipment, net. The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include, but are not limited to, significant adverse changes to projected revenues, costs, or future expansion plans or changes to federal and state regulations (with which the Company must comply) that may adversely impact the Company’s current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value.

In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows and estimates of fair value are based on numerous assumptions and are subject to significant risks and uncertainties. These estimates are variables in the Company’s market-based approach to estimate the fair value for long-lived assets. See Note 6 – Property, plant, and equipment and assets held-for-sale, net to the Notes to the Consolidated Financial Statements for additional information.

During the year ended December 31, 2025, the Company determined that there were no new triggering events.

During the year ended December 31, 2024, the Company determined a triggering event had occurred as the Company had previously ceased mining and processing operations and, as such, the Company did not expect to have significant revenues or cash flows from operations during 2024. In addition, the 2023 Hycroft TRS did not include estimates of mineral reserves. As a result, the Company did not have a basis for projecting future cash flows on an undiscounted basis. The Company used a market-based approach for determining fair value based on sales transactions of comparable assets. Because the Company’s estimated fair value of long-lived assets held and used exceeded their carrying value, the Company determined no impairment of long-lived assets was necessary at December 31, 2024.

Assets held-for-sale

The Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (ii) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (iv) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; (v) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value, less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. The Company assesses the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets and/or the assets and liabilities of the disposal group as assets held-for-sale.

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Notes to Consolidated Financial Statements

Restricted cash

The Restricted cash balance is primarily held as collateral for surety bonds that the Company uses to fulfill financial assurance obligations related to reclamation activity (see Note 9 – Asset retirement obligation to the Notes to the Consolidated Financial Statements for further detail). Additionally, interest received on cash collateral balances is restricted as to its use and is included as an increase to Restricted cash with a corresponding recognition of Interest income when earned. Restricted cash is excluded from cash and is listed separately on the Consolidated Balance Sheets. As of December 31, 2025, and December 31, 2024, the Company held $22.5 million and $27.5 million in Restricted cash, respectively. See Note 7 – Restricted cash to the Notes to the Consolidated Financial Statements for additional information.

Contract liabilities

The Company’s contract liabilities consist of deposits received toward the purchase of assets held-for-sale. The Company records the deposits as contract liabilities until: (i) risk of loss and title to the equipment is transferred to the buyer and the sale is considered complete; (ii) there are no remaining performance obligations, and substantially all of the consideration received is non-refundable; or (iii) the contract has been terminated, and the consideration received from the customer is nonrefundable.

Asset retirement obligation

The Company’s mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. The Company’s Asset retirement obligation (“ARO”), associated with long-lived assets are those for which there is a legal obligation to settle under existing law, statute, written or oral contract, or by legal construction. The Company’s ARO relates to the Hycroft Mine and was recognized as a liability at fair value in the period incurred. An ARO, which is initially estimated based on discounted cash flow estimates, is accreted to full value over time using the expected timing of future payments through charges to accretion expense. As the Company’s 2023 Hycroft TRS did not include mineral reserves, the Company’s policy is to expense all asset retirement costs as incurred. In addition, once the Company establishes mineral reserves, asset retirement costs will be capitalized as part of the related asset’s carrying value and depreciated on a straight-line method or units-of-production basis over the related long-lived asset’s useful life. The Company’s ARO is adjusted annually, or more frequently, if necessary, to reflect changes in the estimated present value resulting from revisions to the timing or amount of reclamation and closure costs. Estimated mine reclamation and closure costs may increase or decrease significantly in the future as a result of changes in regulations, mine plans, cost estimates, or other factors.

Deferred gain on sale of royalty

The Company’s Deferred gain on sale of royalty is carried at amortized cost with reductions calculated by dividing actual gold and silver production by the estimated total life-of-mine production from mineral reserves. Any updates to mineral reserves or the estimated life-of-mine production profile would result in prospective adjustments to the amortization calculation used to reduce the carrying value of the royalty obligation. Amortization reductions to the Deferred gain on sale of royalty are recorded to Production costs, which is included in Cost of sales. Estimated gold and silver expected to be produced over the next 12 months are classified as a current liability. The Deferred gain on sale of royalty and its embedded features do not meet the requirements for derivative accounting.

Exploration and development costs

Costs incurred for exploration, development and other project-related expenses that do not qualify for capitalization are expensed within Exploration and development costs, which is included in Operating expenses on the Consolidated Statements of Operations. Exploration and development costs include expenditures for: (i) publishing technical studies; (ii) conducting geological studies; (iii) oversight and project management; and (iv) drilling, engineering, and metallurgical activities related to exploration and development.

Mine site costs

Mine site costs are costs related to care and maintenance activities at the Hycroft Mine, costs of activities that do not qualify for capitalization to production-related inventories, and 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 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, which incorporates estimated future processing, refining, and selling costs, as well as the value for silver by-product.

Stock-based compensation

Stock-based compensation costs for non-employee directors and eligible employees are determined based on fair value at the grant date and recognized over the required service period. These costs are included in Operating expenses on the

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Notes to Consolidated Financial Statements

Consolidated Statements of Operations. The fair value of awards is determined using the stock price on either the date of grant (if subject only to service conditions) or the date that the Compensation Committee of the Board of Directors establishes applicable performance targets (if subject to performance conditions). The Company records forfeitures as they occur. See Note 14 – Stock-based compensation to the Notes to the Consolidated Financial Statements for additional information.

Disposal of carbon

During the year ended December 31, 2024, the Company generated scrap carbon containing gold and silver during its normal processing operations. In accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 705-20, Cost of Sales or Services, proceeds from the sale of such scrap materials or byproducts are accounted for as a reduction to costs when the sale is primarily intended to manage raw material usage or offset production costs. As the Company does not currently have cost of sales due to its cessation of mining operations, these proceeds were recognized as a reduction to Mine site period costs.

Fair value measurements

ASC Topic 820, Fair Value Measurements, defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Certain financial instruments, including Cash, Restricted cash, Prepaids and deposits, and Accounts payable, accrued expenses, and other liabilities are carried at cost, which approximates their fair value due to the short-term nature of these instruments. See Note 19 – Fair value measurements to the Notes to the Consolidated Financial Statements for additional information.

Warrants

Equity classified warrants

Warrants that are considered indexed to the Company’s own stock, which are not required to be recorded as a liability, are measured at fair value at the date of issuance and included in Additional paid-in capital on the Consolidated Balance Sheets and do not require subsequent remeasurement of the fair value.

Liability classified warrants

Warrants that are not considered indexed to the Company’s own stock are recorded as a liability, measured at fair value at the date of issuance and included in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheets. Liability classified warrants are remeasured for subsequent changes in fair value with the change recognized as a non-operating component of Other income (loss) on the Consolidated Statements of Operations. If liability classified warrants are exercised or otherwise become indexed to the Company’s own stock, the warrant is reclassified to Additional paid-in capital on the Consolidated Balance Sheet with no subsequent remeasurement of the fair value.

Income taxes

The Company accounts for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of the Company’s liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in effect at the anticipated time of reversal. The Company derives its deferred income tax provision or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. See Note 16 – Income taxes to the Notes to the Consolidated Financial Statements for additional information.

The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more

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Notes to Consolidated Financial Statements

likely than not that some portion or all of the deferred income tax asset will not be realized. Evidence evaluated includes past operating results, forecasted earnings, estimated future taxable income, and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates used to manage the underlying business.

As necessary, the Company also provides reserves against the benefits of uncertain tax positions taken on its tax filings. The necessity for and amount of a reserve is established by determining, based on the weight of available evidence, the amount of benefit that is more likely than not to be sustained upon audit for each uncertain tax position. The difference, if any, between the full benefit recorded on the tax return and the amount more likely than not to be sustained is recorded as a liability on the Company’s Consolidated Balance Sheets unless the additional tax expense that would result from the disallowance of the tax position can be offset by a net operating loss, a similar tax loss, or a tax credit carryforward. In that case, the reserve is recorded as a reduction to the deferred tax asset associated with the applicable net operating loss, similar tax loss, or tax credit carryforward.

Recently adopted accounting pronouncements

In March 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820):Fair Value Measurement of Equity Securities to Contractual Sale Restrictions (“ASU 2022-03”). The Company adopted ASU 2022-03 as of January 1, 2024, with no material impact on its financial statements or the related disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted ASU 2023-07 as of January 1, 2024, with no material impact on its financial statements or the related disclosures.

In December 2025, the FASB issued ASU No. 2023.-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 require annual disclosure on specific categories in the rate reconciliation and additional information on reconciling items equal or greater than 5% of the computed tax amount. The Company adopted ASU 2023-09 as of January 1, 2025, with no material impact on its financial statements or the related disclosures.

Accounting pronouncements not yet adopted

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments are considered to be codification improvements only and therefore are not expected to significantly affect current accounting practice. The guidance is to clarify guidance, simplify wording or structure of guidance, and other minor improvements. The new guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adopting this update will have on its Financial Statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact that adopting this update will have on its Financial Statements and related disclosures.

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Notes to Condensed Consolidated Financial Statements

3. Prepaids and deposits

The following table provides the components of Prepaids and deposits (in thousands):

Year Ended December 31,

Prepaids and deposits, current:

Prepaids:

Mining claims and permit fees 569 564

Prepaids, non-current:

Insurance $ 37 $ —

Royalty – advance payment on Crofoot Royalty — 600

Royalty – advance payment

As of December 31, 2024, royalty-advance payments included annual advance payments for a portion of the Hycroft Mine requiring a 4% net profit royalty be paid to the previous owners of certain patented and unpatented mining claims. During the year ended December 31, 2025, the parties agreed to terminate the Crofoot Royalty and the agreement was terminated in early January 2026. See Note 22 – Commitments and contingencies to the Notes to the Consolidated Financial Statements for further detail.

Insurance – non-current

During the year ended December 31, 2025, the Company purchased a multi-year contractor pollution insurance policy that extends coverage through March 2028.

4. Supplies inventories, net

At December 31, 2025 and December 31, 2024, Supplies inventories, net was $1.4 million and $1.4 million, respectively, on an average cost basis. During both the years ended December 31, 2025 and December 31, 2024, the Company recorded a write-down of supplies inventories of $0.0 million and $0.5 million, respectively, for obsolete and slow moving supplies inventories. The Company maintains a policy of periodically assessing inventory for obsolescence and making timely adjustments as necessary.

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Notes to Consolidated Financial Statements

5. Equity investment securities

The following table provides the components of Equity investment securities (in thousands):

Equity investment securities, current $ 776 $ 454

Equity investment securities, non-current(1) — 151

(1)Equity investment securities, non-current are classified as such when they are restricted from sale within the next 12 months. On June 4, 2024, the Company sold certain assets for $3.6 million, consisting of $1.5 million in cash and $2.1 million in common shares of a publicly traded Canadian gold mining company (“Payment Shares”). For one year from June 4, 2024, the Company agreed not to sell, transfer, assign, or dispose of the Payment Shares without mutual written agreement from both parties. Starting one year after closing, the Company may sell up to 25% of the Payment Shares every three months, subject to certain conditions.

For the period ended December 31, 2025, the Company sold 769,887 shares of its equity securities for net proceeds of $1.1 million and a realized net loss of $0.5 million. At December 31, 2025, there were 256,631 shares remaining.

For the period ended December 31, 2024, the Company was restricted from selling any shares of its equity securities.

For the period ended December 31, 2025, the Company recorded an unrealized gain on equity securities of $1.8 million as compared to an unrealized loss of $1.6 million for the respective period in 2024.

6. Property, plant, and equipment and assets held-for-sale, net

The following table provides the components of property, plant, and equipment, net (in thousands):

Depreciation Lifeor Method Year Ended December 31,

Production leach pads Units-of-production $ 11,190 $ 11,190

Buildings and leasehold improvements 10 years 9,536 9,446

Furniture and office equipment 7 years 1,141 713

Mineral properties Indefinite life 50 50

Less, accumulated depreciation and amortization (38,329) (36,273)

Depreciation expense related to Property, plant, and equipment, net was $2.0 million and $2.2 million for the years ended December 31, 2025 and December 31, 2024, respectively.

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Notes to Consolidated Financial Statements

Construction in progress and other

The primary project included in construction in progress at December 31, 2025 and December 31, 2024, was construction of a new larger leach pad. Construction on this project commenced in 2020 and continued until February 2021 when it was temporarily suspended. As of December 31, 2025, the value of the construction costs for the new, larger leach pad were $35.0 million.

Assets held-for-sale

In September 2025, the Company entered into an Equipment Purchase Agreement to sell one Ball Mill for $4.0 million, before commissions and expenses. For the year ended December 31, 2025, the Company recorded a $2.8 million reduction to Assets held-for-sale for the Ball Mill and recognized $0.7 million as Other income (loss), net, for the gain on sale.

As of December 31, 2025, the Company still held title to and risk of loss of the one semi-autogenous mill.The Company is actively seeking buyers for its Assets held-for-sale and anticipates completing the sale within one year, subject to market conditions and the successful negotiation of terms with prospective buyers.

As of December 31, 2025 and 2024, the Company estimated the fair value of the Assets held-for-sale and determined that the fair value estimate exceeded the carrying value and as such no impairment loss was recorded.

7. Restricted cash

The following table provides the components of Restricted cash (in thousands):

Year Ended December 31,

Reclamation and other surety bond cash collateral $ 22,439 $ 27,445

Credit card collateral 54 53

As of December 31, 2025, and December 31, 2024, the Company had $22.4 million and $27.4 million, respectively, in cash collateral for surface management surety bonds, totaling $58.9 million and $58.7 million, respectively. For the year ended December 31, 2025, this total consisted of $58.3 million that secured the financial assurance requirements for the Hycroft Mine, $0.6 million for the adjacent water supply well field, well field monitoring and exploration. Events or circumstances that would necessitate the guarantor’s performance include a deteriorating financial condition or a breach of contract. Periodically, the Company may need to provide collateral to support these instruments. When the specified requirements are met, the party holding the related instrument cancels and/or returns it to the issuing entity. The Company believes that it currently complies with all relevant bonding obligations.

During the years ended December 31, 2025 and December 31, 2024, the Company earned $1.0 million and $1.1 million, respectively, of Interest income on a portion of its cash collateral. Interest received on cash collateral balances is restricted as to its use and is included as an increase to Restricted cash with a corresponding recognition of Interest income when earned.

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Notes to Consolidated Financial Statements

8. Accounts payable, accrued expenses, and other liabilities

The following table summarizes the components portions of Accounts payable, accrued expenses, and other liabilities (in thousands):

Year Ended December 31,

Accounts payable and accrued expenses $ 4,415 $ 2,389

Other liabilities, current

Accrued directors’ fees 39 41

Operating lease liability 31 9

Warrant liabilities — 6

Other liabilities, non-current

Operating lease liability 8 —

Total $ 8 $ —

(1) Accrued compensation reflects amounts for performance-related compensation.

9. Asset retirement obligation

The following table summarizes changes in the Company’s Asset retirement obligation (ARO) (in thousands):

Year Ended December 31,

During the year ended December 31, 2025, the Company did not have any reclamation spending. During the year ended December 31, 2024, the Company recognized spending of $1.9 million related to the placement of an impervious cover on the Crofoot heap leach pad.

During the years ended December 31, 2025 and 2024, the Company recognized a decrease of $2.7 million and an increase of $5.9 million, respectively, as changes in estimates.

The change in estimate for the year ended December 31, 2025, was primarily due to:

•The change in timing of the anticipated reclamation activities related to solution management.

The change in estimate for the year ended December 31, 2024, was primarily due to:

•Increased labor, equipment, and material costs for reclamation activities based on the updated 2024 Standardized Reclamation Cost Estimator Unit Cost Data issued annually by the Nevada Department of Environmental Protection (“NDEP”).

•A changed scope of work requiring additional volumes of cover material, as well as a revised engineering design mandated by the NDEP for the placement of an impervious cover on the Crofoot heap leach pad.

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Notes to Consolidated Financial Statements

•Adjustments to the project timeline, with work that commenced in 2024 and is scheduled for completion by the end of 2027.

•Increased costs due to additional equipment, longer haul distances, and other costs exceeding prior estimates.

The Company does not have mineral reserves; accordingly, all related costs are expensed until mineral reserves are established. Any underestimated or unanticipated reclamation costs or any changes in governmental reclamation requirements could require us to record or incur additional reclamation costs.

10. Deferred gain on sale of royalty

On May 29, 2020, the closing date of the Recapitalization Transaction, the Company and SPRL II entered into a royalty agreement with respect to the Hycroft Mine (the “Sprott Royalty Agreement”) in which SPRL II paid to the Company cash consideration in the amount of $30.0 million, for which the Company granted to SPRL II a perpetual royalty equal to 1.5% of the Net Smelter Returns from the Hycroft Mine, payable monthly. Net Smelter Returns for any given month are calculated as Monthly Production multiplied by the Monthly Average Gold Price and the Monthly Average Silver Price, minus Allowable Deductions, as such terms are defined in the Sprott Royalty Agreement. The Company is required to remit royalty payments to SPRL II free and clear and without any present or future deduction, withholding, charge or levy on account of taxes, except Excluded Taxes as such term is defined in the Sprott Royalty Agreement.

The Sprott Royalty Agreement is secured by a first priority lien on certain property of the Hycroft Mine, including: (i) all land and mineral claims, leases, interests, and rights; (ii) water rights, wells, and related infrastructure; and (iii) stockpiles, buildings, structures, and facilities affixed to, or situated on, the Hycroft Mine. In addition to the terms generally described above, the Sprott Royalty Agreement contains other terms and conditions commonly contained in royalty agreements of this nature.

As of December 31, 2025, the Company classified the entire deferred gain from the sale of its royalty as a non-current liability as a result of the cessation of mining operations in November 2021.

During the years ended December 31, 2025 and 2024, there was no production and accordingly there were no payments under the Sprott Royalty Agreement.

11. Debt, net

Principal payments

On October 15, 2025, the Company made payments totaling $125.5 million to fully extinguish its remaining debt, including accrued interest. The Company first prepaid the outstanding $15.0 million principal balance of its first lien debt, the Sprott Credit Agreement, along with $0.1 million in accrued interest. Subsequently, pursuant to Note Repurchase Agreements with each of the 17 then-current holders of its 10% Senior Secured Notes due 2027 (the “Subordinated Notes”), the Company repurchased $120.8 million in principal and $0.5 million in accrued paid-in-kind interest for $110.4 million, reflecting a 9% discount to face value. Additionally, the Company paid $0.1 million on its other notes payable.

In 2025, the Company recorded a net gain of $9.2 million on the extinguishment of debt, after accounting for $0.1 million in direct expenses related to the principal payment activities.

In 2024, the Company made payments totaling $38.0 million related to its first lien debt and $0.1 million related to its notes payable.

The following table provides the components of principal payments (in thousands):

Year Ended December 31,

Principal payments on Sprott Credit Agreement $ (15,000) $ (37,994)

Principal payments on Subordinated Notes (net of $6,417 discount) (64,880) —

Payment for paid-in-kind interest (net of $4,457 discount) (45,062) —

Principal payments on other notes (75) (126)

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Interest expense

The following table summarizes the components of recorded Interest expense (in thousands):

Year Ended December 31,

Amortization of original issue discount(2) 536 7,473

Amortization of debt issuance costs(2) 111 148

Other interest expense 1 2

(1) The Subordinated Notes bore interest at 10.0% per annum (non-cash), payable in-kind on a quarterly basis. The Subordinated Notes were fully paid on October 15, 2025 and the agreement was terminated.

(2) As of December 31, 2025 and 2024, the effective interest rate for the amortization of the discount and issuance costs was nil and 2.4%, respectively.

(3) The Sprott Credit Agreement bore interest monthly at a floating rate of SOFR plus 0.26161% adjustment plus 6.00%. As of December 31, 2025 and 2024, the effective interest rate was nil and 18.1%, respectively.

Debt covenants

Prior to the repayment of debt on October 15, 2025, the Company’s debt agreements contained representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types. The Company currently has no debt-related covenants.

12. Warrant Liabilities

5-Year Private Warrants

During the year ended December 31, 2025, 34,289,898 warrants expired unexercised on May 29, 2025. These 5-year private warrants were initially issued in 2020 with an exercise price of $11.50 per warrant, and on a post 1-for-10 reverse stock split basis, 10 warrants were required to purchase 1 share of common stock. Of these expired warrants, 33,619,298 warrants were reported in the Company’s equity section, and the remaining 670,600 warrants were classified as a warrant liability with the fair value reported under liabilities on the Company’s balance sheet. The expiration of the equity warrants, and the warrant liability had no material impact on the Company’s Financial Statements.

The following table summarizes the Company’s outstanding warrant liabilities (dollars in thousands):

Balance at Fair ValueAdjustments(1) Expired 5-Year Private Warrants Balance at

Warrants Amount Warrants Amount Warrants Amount Warrants Amount

Warrants Amount Warrants Amount Warrants Amount Warrants Amount

(1)Liability classified warrants are subject to fair value remeasurement at each balance sheet date in accordance with ASC 815-40, Contracts on Entity’s Own Equity. As a result, fair value adjustments related exclusively to the Company’s liability classified warrants.

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See Note 19 – Fair value measurements to the Notes to the Consolidated Financial Statements for further detail on the fair value of the Company’s liability classified warrants.

13. Stockholders’ equity

Common stock

As of December 31, 2025, there were 83,025,384 shares of common stock issued and outstanding. Each holder of common stock is entitled to one vote for each share of common stock held by such holder. The holders of common stock are entitled to the payment of dividends and other distributions as may be declared from time to time by the Board of Directors in accordance with applicable law and to receive other distributions from the Company.

Preferred stock

As of December 31, 2025, no shares of preferred stock were issued and outstanding.

Dividend policy

The Company does not currently have revenues or generate cash from operations, and therefore does not plan to declare dividends. Previously the Sprott Credit Agreement (fully repaid and extinguished on October 15, 2025) contained provisions that restricted the Company’s ability to pay dividends. For additional information, see Note 11 – Debt, net to the Notes to the Consolidated Financial Statements.

Equity offerings

On June 12, 2025, through an underwritten public offering (the “June 2025 Offering”), the Company sold 12,500,000 units of the Company at a public offering price of $3.50 per unit, and the underwriters exercised their overallotment for 937,500 warrants at the public offering price of $0.02 per warrant. On July 11, 2025, the underwriters exercised the remaining portion of their over allotment for 1,324,117 shares at the public offering price of $3.49 per share. Each unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a 2025 3-Year Warrant). Each 2025 3-Year Warrant is exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months, including the underwriters’ overallotment. Including the underwriters’ overallotment, the Company raised total net proceeds of $44.5 million, after deducting underwriting discounts and direct expenses of $3.8 million.

In 2025, 2,363,600 of the 2025 3-Year Warrants were exercised at the exercise price of $4.20 per warrant, raising additional net proceeds of $9.9 million. There were 4,823,900 warrants outstanding as of December 31, 2025, which, if exercised, would result in dilution of common shares.

On September 2, 2025, the Company entered into securities purchase agreements with three accredited investors to issue and sell 14,017,056 Units for a purchase price of $4.2805 per Unit (“2025 Private Placement”), resulting in a total purchase price of $60.0 million. Each Unit consisted of one share of common stock and one-half of one warrant to purchase one share of common stock. Each Warrant is exercisable to purchase one share of common stock of the Company at a price of $6.00 per share with a two years exercise period (each whole warrant, a “2025 2-Year Warrant”), and are subject to mandatory exercise in the event that, during such two years period, the volume weighted average price of the common stock has been at least $8.00 per share, subject to adjustment, for a period of at least 20 trading days within the 30 trading day period ending on the third business day prior to the date on which notice of the redemption is given, as further detailed in the 2025 2-Year Warrant.

On December 3, 2025, 116,809 warrants issued as part of the 2025 Private Placement were exercised at the warrant exercise price of $6.00 per warrant for net proceeds of $0.7 million.

After satisfying the conditions for a Required Exercise under the 2025 Private Placement Warrant Agreement, Hycroft issued the Notice of Required Exercise of Common Stock Purchase Warrant to the remaining Private Placement warrant holders on December 14, 2025. The notice requires the exercise of 6,891,719 warrants at the exercise price of $6.00 per warrant for net proceeds of $41.4 million. After the Notice of Required Exercise and through December 31, 2025, 111,809 Private Placement Warrants were exercised for net proceeds of $0.7 million and the balance of the Private Placement Warrants to be exercised and the associated funding was required to occur on or before January 14, 2026.

On October 9, 2025, the Company announced a proposed public underwritten offering of approximately $100.0 million (the “October 2025 Offering").Later on October 9, 2025, the Company announced the pricing of the October 2025 Offering of 23,076,924 shares at a public offering price of $6.50 per share for approximately $150.0 million before

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Notes to Consolidated Financial Statements

underwriting commissions and net issuance expenses, and the Company also granted the underwriters an overallotment option for a period of 30 days to purchase up to an additional 3,295,076 shares from the Company, representing approximately 14.28% of the number of shares sold under the October 2025 Offering.After the market closed on October 9, 2025, the underwriters exercised the entire overallotment option for additional gross proceeds of $21.4 million.The October 2025 Offering closed on October 14, 2025, generating approximately $164.6 million net proceeds after underwriting discounts, commissions and net issuance expenses (including the net proceeds from the exercised overallotment option).

The Company used a portion of the proceeds from the 2025 equity offerings to repay debt. See Note 11 – Debt, net to the Notes to the Consolidated Financial Statements for additional information on the principal payments made.

At-the-market-offering

On June 2, 2023, the Company filed a prospectus supplement reactivating its at-the-market equity offering (the “ATM Program”). The Company filed a new prospectus supplement on May 15, 2024, increasing the available shares for sale to an aggregate offering price of $100.0 million (the “New ATM Program”).

On May 15, 2024, the Company filed a new $350.0 million prospectus subject to Instruction I.B.6 to Form S-3, referred to as a universal shelf registration statement, which included the New ATM Program. The universal shelf registration statement became effective on May 31, 2024, at 4:00 p.m. Eastern Daylight Time, replacing the prior universal shelf registration statement filed on June 30, 2021.

During the years ended December 31, 2025 and 2024, the Company sold 979,308 (under the New ATM Program) and 3,821,362 (including 828,815 under the New ATM Program and 2,992,547 under the ATM Program) shares of common stock, respectively, for aggregate gross proceeds, before commissions and offering expenses of $5.7 million (under the New ATM Program) and $12.6 million (including $2.2 million under the New ATM Program and $10.4 million under the ATM Program), respectively. As of December 31, 2025 and 2024, there were $92.1 million and $97.8 million gross sales price, respectively, of common stock available for issuance under the New ATM Program.

Equity Classified Warrants

During the year ended December 31, 2025, the Company’s Public Warrants (5-Year) expired unexercised on May 29, 2025. These 5-year private warrants were initially issued in 2020 with an exercise price of $11.50 per warrant, and on a post 1-for-10 reverse stock split basis, 10 warrants were required to purchase 1 share of common stock. Of these expired warrants, 33,619,298 warrants were reported in the Company’s equity section. The expiration of the equity warrants had no material impact on the Company’s Financial Statements.

During the year ended December 31, 2025, the Company’s 5-Year Public Offering Warrants expired unexercised on October 6, 2025. These 5-year public warrants were initially issued in 2020 with an exercise price of $10.50 per warrant, and on a post 1-for-10 reverse stock split basis, 10 warrants were required to purchase 1 share of common stock. All 9,583,334 warrants were reported in the Company’s equity section. The expiration of the equity warrants had no material impact on the Company’s Financial Statements.

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Notes to Consolidated Financial Statements

2025 3-Year Warrants

As part of the June 2025 Offering, 7,187,500 warrants were issued. The proceeds from the June 2025 Offering were allocated between the common shares and warrants based on their relative fair values at the date of issuance, with $5.9 million allocated to warrants with a total of 7,187,500 warrants issued. The fair value of the warrants was estimated using a binomial option pricing model with the following assumptions: stock price of $3.40, risk free rate of 4.16%, period of 36 months, volatility of 55.00%, and exercise price of $4.20. The warrants are exercisable for one common share each and expire on June 16, 2028.

2025 2-Year Warrants

As part of the 2025 Private Placement, 7,008,528 warrants were issued. The proceeds from the 2025 Private Placement were allocated between the common shares and warrants based on their relative fair values at the date of issuance, with $2.8 million allocated to warrants with a total of 7,008,528 warrants issued. The fair value of the warrants was estimated using a binomial option pricing model with the following assumptions: stock price of $5.80, risk free rate of 3.80%, period of two years, volatility of 55.00%, and exercise price of $6.00 and subject to required exercise when the volume weighted average stock price reaches $8.00 for 20 trading days out of a 30 trading day period. The warrants are exercisable for one common share each and expire on September 10, 2027.

5-Year Public Warrants

Prior to the Recapitalization Transaction, Mudrick Capital Acquisition Corporation issued 20,800,000 units, with each unit consisting of one-tenth share of common stock (on a post 1-for-10 reverse stock split basis) and one warrant to purchase one-tenth share of common stock (on a post 1-for-10 reverse stock split basis) at an exercise price of $11.50 per share for a period of five years from the May 29, 2020, Recapitalization Transaction (the “IPO Warrants”), and concurrently with the Recapitalization Transaction, the Company issued 3,249,999 warrants upon substantially the same terms as part of a backstop unit offering at an exercise price of $11.50 per share for a period of five years from the issuance date (the “Backstop Warrants” and collectively with the IPO Warrants, the “5-Year Public Warrants”). During the year ended December 31, 2025, the Company’s 5-Year Public Warrants expired unexercised on May 29, 2025. The expiration of the equity warrants had no material impact on the Company’s Financial Statements.

Public Offering Warrants

On October 6, 2020, the Company issued 9,583,334 units in an underwritten public offering at an offering price to of $9.00 per unit, with each unit consisting of one-tenth share of common stock (on a post 1-for-10 reverse stock split basis) and one warrant to purchase one-tenth share of common stock at an exercise price of $10.50 per share (“Public Offering Warrants”). Of the 9.6 million units issued, 5.0 million units were issued to Restricted Persons, as defined under the Public Offering Warrant Agreement. After deducting underwriting discounts and commission and offering expenses, the proceeds net of discount and equity issuance costs to the Company were $83.1 million. The Public Offering Warrants are immediately exercisable and entitle the holder thereof to purchase one-tenth share of common stock (on a post 1-for-10 reverse stock split basis) at an exercise price of $10.50 for a period of five years from the closing date. The shares of common stock and the Public Offering Warrants were separated upon issuance. During the year ended December 31, 2025, the Company’s 5-Year Public Offering Warrants expired unexercised on October 6, 2025. The expiration of the equity warrants had no material impact on the Company’s Financial Statements.

Private Placement Warrants

Pursuant to the Private Placement Offering, the Company issued 46,816,480 Warrants with an exercise price of $1.068 per Warrant Share that expire five years from the date of issuance. The Warrants are deemed freestanding, equity-linked financial instructions that do not require liability classification under ASC Topic 480-10, Overall Debt because: (i) they are not mandatorily redeemable shares; (ii) they do not obligate the Company to buy back shares; and (iii) they are not settled in a variable number of shares. As a result, the Company allocated the gross proceeds of $55.9 million from the Private Placement Offering between the Warrants and common stock as of the closing date of March 15, 2022. The Company used the Black-Scholes option pricing model to determine the fair value of the Warrants upon the issuance date using the following assumptions: 5 years expected term; 2.1% risk-free interest rate; and 118.4% expected volatility.

The following table summarizes the equity warrant activity during the year ended December 31, 2025:

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Notes to Consolidated Financial Statements

Balance at Warrants Warrants Warrants Balance at

(1)Warrants issued prior to the 1-for-10 reverse stock split that was effective November 14, 2023, issuable into common stock at the rate of 10 warrants per share

(2)In addition to the equity warrants, there were 670,600 5-Year Public Warrants classified as a warrant liability with the fair value reported under liabilities on the Company’s balance sheet

The following table summarizes additional information on the Company’s outstanding warrants as of December 31, 2025:

Exercise Price Exercise Period Expiration Date Warrants Outstanding

(1) Warrants issued prior to the 1-for-10 reverse stock split that was effective November 14, 2023, issuable into common stock at the rate of 10 warrants per share

The following table summarizes additional information on the Company’s outstanding warrants as of December 31, 2024:

Exercise Price Exercise Period Expiration Date Warrants Outstanding

(1)Warrants issued prior to the 1-for-10 reverse stock split that was effective November 14, 2023, issuable into common stock at the rate of 10 warrants per share

(2)In addition to the equity warrants, there were 670,600 5-Year Public Warrants classified as a warrant liability with the fair value reported under liabilities on the Company’s balance sheet

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14. Stock-based compensation

Performance and Incentive Pay Plan

On December 29, 2025, at the Company’s Annual Meeting, the 2025 HYMC Performance and Incentive Pay Plan (the “2025 PIPP Plan”) was approved. The 2025 PIPP Plan supersedes and replaces the 2020 HYMC Performance and Incentive Pay Plan (the “2020 PIPP Plan”), except with respect to awards granted under the 2020 PIPP Plan plus any shares of Common Stock which as of the effective date of the 2025 PIPP Plan were available for issuance under the 2020 PIPP Plan, or are subject to 2020 PIPP Plan awards which become available for future grants of awards as defined in the 2025 PIPP Plan. The 2020 PIPP Plan was approved on February 20, 2019, and amended on May 29, 2020, June 2, 2022, and May 23, 2024.

As of December 31, 2025, there were a total of 3,990,281 shares of common stock available for issuance, including 490,281 transferred from the 2020 PIPP Plan. As of December 31, 2024, there were 966,926 shares of common stock available for issuance under the 2020 PIPP Plan.

The following table summarizes the Company’s 2025 PIPP Plan and 2020 PIPP Plan shares available for issuance:

Number of Restricted Stock Units

Total Available for Issuance as of December 31, 2025 —

As of December 31, 2025, all awards granted under the 2020 PIPP Plan were in the form of restricted stock units to employees and directors of the Company. Restricted stock units granted under the 2020 PIPP Plan without performance-based vesting criteria typically vest in either equal annual installments over one to four years, or in entirety on the fourth anniversary after the grant date. Awards granted with performance-based vesting criteria typically vest in annual installments over three years subject to the achievement of certain financial and operating results of the Company. Certain restricted stock units granted to non-employee directors vest immediately, while others vest in installments over a one-to-three year period.

The following tables summarize the Company’s unvested share awards outstanding as of December 31, 2025 and 2024, under the 2020 PIPP Plan:

Number of Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit

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Number of Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit

In addition to the 728,974 unvested RSUs as of December 31, 2025, there were 95,611 vested and deferred RSUs. Unvested RSUs are subject to forfeiture if the employee or director leaves the Company prior to the vesting date. Vested and deferred RSUs have fully vested but are deferred based on the Company’s directors’ annual elections. Vested and deferred RSUs will be issued, or settled, following the director’s separation of service from the Company.

The fair value of RSUs is based on the closing market price of the Company’s common stock on the date of the grant. The Company recognizes compensation expense for RSUs on a straight-line basis over the grant period.

During the years ended December 31, 2025 and 2024, the Company recorded compensation expense of $1.9 million and $2.6 million, respectively, related to restricted stock awards.

As of December 31, 2025, there was $1.6 million of unrecognized compensation cost related to unvested restricted stock units, expected to be recognized over a weighted-average period of 1.5 years.

15. Other income (loss), net

The table below summarizes the components reported in Operating Expenses Other income, net (in thousands):

Year Ended December 31,

Gain on sale of equipment $ 805 $ 4,219

Loss on impairment of assets (640) —

Gain on sale of patents and intellectual property — 3,641

Gain on forfeiture of non-refundable deposits — 1,550

In September 2025, the Company entered into an Equipment Purchase Agreement to sell one Ball Mill for $4.0 million, before commissions and expenses. The Company recorded a $2.8 million reduction to equipment not-in-use and recognized $0.7 million, net of commissions as Other income (loss), net for the sale of the Ball Mill for the year ended December 31, 2025.

Additionally, the Company sold miscellaneous unused inventories for a net gain of $0.1 million during the year ended December 31, 2025.

Additionally, after the November 2025 agreement to extinguish the Crofoot Royalty agreement, the Company determined that the advanced royalty payment would not benefit future operations and wrote off $0.6 million in advanced royalty payments.

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The table below summarizes the components reported in non-operating Other income (loss), net (in thousands):

Year Ended December 31,

Gain on extinguishment of debt 9,154 —

Unrealized gain (loss) on equity securities 1,815 (1,588)

Gain on fair value adjustment for warrant liabilities 6 15

Other miscellaneous (expense) income (6) 50

Realized loss on sale of equity securities (525) —

16. Income taxes

For the years ended December 31, 2025 and 2024, the Company recorded no income tax benefit or expense. The annual effective tax rate was nil for 2025 and 2024, which was driven primarily by losses for each period.

The Company is also subject to mining taxes in Nevada, which are classified as income taxes as such taxes are based on a percentage of mining profits, but did not incur any mining tax expense due to cessation of mining operations. The Company is not subject to foreign income taxes as all of the Company’s operations and properties are located within the United States.

The Company’s loss before income taxes was attributable solely to domestic activities in the United States. The components of the Company’s income tax expense (benefit) were as follows (in thousands):

Year Ended December 31,

Current

Federal $ — $ —

Deferred

Income tax expense (benefit) $ — $ —

For the year ended December 31, 2025, and the year ended December 31, 2024, the Company incurred no net income tax expense (benefit).

The following table provides a reconciliation of income taxes computed at the United States federal statutory tax rate of 21% in 2025 and 2024 to the income tax provision (dollars in thousands):

Year Ended December 31,

United States statutory income tax rate 21% 21%

Income tax benefit at United States statutory income tax rate (8,540) (12,788)

Warrant fair value adjustment (1) —

Adjustment of prior year income taxes 264 (1,067)

Nondeductible expenses 107 69

Income tax expense (benefit) $ — $ —

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For the year ended December 31, 2025, the effective tax rate was a result of an increase in the valuation allowance of $8.2 million.

For the year ended December 31, 2024, the effective tax rate was a result of an increase in the valuation allowance of $13.8 million and adjustment to prior year income taxes.

The components of the Company’s deferred tax assets are as follows (in thousands):

Year Ended December 31,

Plant, equipment, and mine development 1,687 1,415

Deferred gain on sale of royalty 6,266 6,266

Interest expense carryforward 8,799 9,156

Assets held-for-sale (39) 476

Total $ — $ —

Based on the weight of evidence available as of both December 31, 2025 and 2024, which included recent operating results, future projections, and historical inability to generate positive operating cash flow, the Company concluded that it was more likely than not that the benefit of its net deferred tax assets would not be realized and, as such, recorded full valuation allowances of $174.9 million and $166.7 million, respectively, against its net deferred tax assets.

The Company had tax loss carryovers as of December 31, 2025 and 2024, of $385.1 million and $352.6 million, respectively, for federal income tax purposes. The carryover amount as of December 31, 2025, can be carried forward indefinitely and can be used to offset taxable income and reduce income taxes payable in future periods, subject to limitations under Section 382. Section 382 of the Internal Revenue Code imposes limitations on the use of U.S. federal net operating losses and other unrealized losses upon a more than 50% change in ownership in the Company within a three-year period. In connection with multiple equity offerings during 2022 and 2025, the Company underwent the following Section 382 ownership changes (in thousands):

Tax Loss Carryovers Year Ended December 31,