Form S-1/A HYCROFT MINING HOLDING

May 17, 2022 9:10 AM EDT

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-1 (File No. 333-264293), of our report dated March 30, 2022, with respect to our audit of the consolidated balance sheets of Hycroft Mining Holding Corporation as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2021 and 2020; and the related notes to the consolidated financial statements. We also consent to the reference to our firm under the heading “Interest of Named Experts and Counsel” in this Registration Statement.

    

/s/ Plante & Moran PLLC

Southfield, Michigan

May 16, 2022


Exhibit 23.3

Ausenco Engineering USA South Inc.

    

595 S. Meyer Ave.

Tucson, AZ 85701

CONSENT OF THIRD-PARTY QUALIFIED PERSON

Ausenco Engineering USA South Inc.(“Ausenco”), in connection with the filing of the Registration Statement on Form S-1 (File No. 333-248516) of Hycroft Mining Holding Corporation ( the “Registration Statement”), consents to:

the filing and use of the technical report summary titled “Technical Report Summary of Initial Assessment on the Hycroft Mine, Nevada, United States of America” (the “TRS”), with an effective date of February 17, 2022, as an exhibit to and referenced in the Registration Statement;
the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Registration Statement and the TRS; and
the information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is included or incorporated by reference in the Registration Statement.

Ausenco is responsible for authoring, and this consent pertains to, the following Sections of the TRS: 1.1, 1.2, 1.3, 1.5, 1.8, 1.10, 1.11, 2, 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 4, 5, 10, 21, 23.1, 23.3 and portions of 22, 24 and 25.

May 12, 2022

    

/s/ James A. Norine

Signature of Authorized Person for

Ausenco Engineering USA South Inc.

James A. Norine

Print name of Authorized Person for

Ausenco Engineering USA South Inc.


Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Hycroft Mining Holding Corporation

(Exact Name of Registrant as Specified in its Charter)*

Table 1: Newly Registered Securities

Security
Type

Security Class Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered**

Proposed
Maximum
Offering
Price Per
Security

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee

Primary Offering:

Fees to be
Paid

Equity

Class A common stock,
$0.0001 par value per
share

Rule 457(a)

46,816,480 (1)

$1.068

$50,000,001

0.0000927

$4,635

Secondary Offering:

Fees to be
Paid

Equity

Class A common stock,
$0.0001 par value per
share

Rule 457(c)

46,816,480 (2)

$2.01(3)

$94,101,125

0.0000927

$8,723.17

N/A

Equity

Warrants to purchase Class
A common stock

Rule 457(g)

46,816,480

$-

$-

$-

$-

Total Offering Amounts

$144,101,126

$13,358.17

Total Fees Previously Paid

$0

Net Fee Due

$13,358.17


*

Defined terms used in this Exhibit shall have the meaning assigned to them in the Company’s Registration Statement on Form S-1 to which this exhibit relates.

**

Pursuant to Rule 416 under the Securities Act, the registrant is also registering an indeterminate number of additional shares of Common Stock that may become issuable to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(1)Consists of 46,816,480 shares of Common Stock issuable upon exercise of the New Warrants.
(2)Consists of 46,816,480 shares of Common Stock issued to certain Selling Securityholders in the 2022 Private Placement.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low selling prices of the Class A Common Stock on April 8, 2022 (such date being within five business days of the date that this registration statement was first filed with the SEC), as reported on the Nasdaq Capital Market, under the symbol “HYMC” .


Table 3: Combined Prospectuses

Security
Type

Security Class Title

Amount of Securities
Previously Registered

Maximum Aggregate Offering Price
of Securities Previously Registered

Form
Type

File Number

Initial Effective
Date

Primary Offering:

Equity

Common Stock, par value
$0.0001 per share

37,500,111 (1)

$538,216,736

S-1

File No. 333-239840

July 22, 2020

Equity

Common Stock, par value
$0.0001 per share

9,583,334 (2)

$86,250,006

S-1

(File No. 333- 248516) and Form
S–1MEF (File No. 333-249250)

October 1, 2020 and
October 2, 2020

Equity

Common Stock, par value
$0.0001 per share

358,916 (3)

$14,467,904

S-3

File No. 333-257565

June 30, 2021

Secondary:

Equity

Class A common stock,
$0.0001 par value per share

10,086,307 (4)

(4)

S-1

File No. 333-239840

July 22, 2020

Equity

Class A common stock,
$0.0001 par value per share

3,222,222 (5)

(5)

S-1 and
S-1MEF

File No. 333-249250 and File No. 333-248516

October 1, 2020 and
October 2, 2020

Equity

Warrants to purchase Class
A common stock

10,086,307 (6)

-

S-1

File No. 333-239840

July 22, 2020

Equity

Warrants to purchase Class
A common stock

3,222,222 (7)

-

S-1 and
S-1MEF

File No. 333-249250 and
File No. 333-248516

October 1, 2020 and
October 2, 2020

(1)Consists of (i) 20,799,899 shares of Common Stock issuable upon exercise of the public warrants (ii) 7,740,000 shares of Common Stock issuable upon exercise of the private placement warrants; (iii) 2,500,000 shares of Common Stock issuable upon exercise of the forward purchase warrants; (iv) 3,249,999 shares of Common Stock issuable upon exercise of the PIPE warrants and (iv) 3,210,213 shares of Common Stock issuable upon exercise of the Seller warrants.
(2)Consists of 9,583,334 shares of Common Stock issuable upon exercise of the October 2020 warrants.
(3)Consists of an additional 358,916 shares of Common Stock issuable upon exercise of the Seller warrants as a result of a change in the exercise price and conversion ratio of the Seller warrants effective as of January 19, 2021.
(4)Consists of 10,086,307 shares of Common Stock issuable upon exercise of the private placement warrants, forward purchase warrants and PIPE warrants held by certain of the Selling Securityholders. Maximum aggregate offering price for these securities are included in amount reflected above for securities registered on Form S-1 (File No. 333-239840).
(5)Consists of 3,222,222 shares of Common Stock issuable upon exercise of October 2020 warrants held by certain of the Selling Securityholders. Maximum aggregate offering price for these securities are included in amount reflected above for securities registered on the Form S-1 and Form S-1MEF (File No. 333-249250 and File No. 333-248516).
(6)Consists of private placement warrants, forward purchase warrants and PIPE warrants held by the certain of the Selling Securityholders.
(7)Consists of 3,222,222 October 2020 warrants held by certain of the Selling Securityholders.

No registration fee is payable in connection with the (i) 47,442,361 shares of Common Stock and (ii) 13,308,529 shares of Common Stock that are issuable upon the exercise of warrants, that were previously registered on (i) Form S–1 (File No. 333-239840) with the SEC on July 13, 2020 and declared effective on July 22, 2020 (the “Resale Registration Statement”), (ii) Form S–1 (File No. 333-248516) filed with the SEC on September 1, 2020 and declared effective on October 1, 2020 and Form S–1MEF (File No. 333-249250) filed on October 2, 2020 (collectively, the “2020 Registration Statements”) and (iii) a single combined prospectus on Form S-3 (File No. 333-257565) filed with the SEC on June 30, 2021 and declared effective on July 13, 2021 (the “Combined Registration Statement”) pursuant to Rule 429 under the Securities Act which served as a post-effective amendment to the Resale Registration Statement and the 2020 Registration Statements, because such shares are being transferred from the Resale Registration Statement, the 2020 Registration Statements, and the Combined Registration Statement (collectively, the “Prior Registration Statement”) pursuant to Rule 429 under the Securities Act.

24,395,046 shares of Common Stock registered under the Prior Registration Statements are included in this registration statement. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute post-effective amendments to the Prior Registration Statements, which post-effective amendments shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act.




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