Hycroft Mining Holding Corp (HYMC)

[Stockminder]

Is the debtors plan to emerge from BK as a private company?


From Page 3 of Docket 864-1

Warrants must be exercised by payment of the exercise price in cash (i.e., the New Warrants shall not contain a cashless exercise feature), except that the New Warrants may be exercised on a cashless basis in connection with a liquidity event or if the New Common Stock is listed for trading on a national securities exchange that is registered with the Securities Exchange Commission under Section 6(a) of the Securities Exchange Act (a “National Securities Exchange”). Any holder of New Warrants shall, as an express condition to the exercise thereof, execute a counterpart of the Stockholders Agreement (if the Stockholders Agreement is in effect at such time).

From Page 9 of Docket 864-1

Restrictions on Transfer: If the Reorganized Debtors are not required to register their securities under the Securities Exchange Act, the Warrant Agreement and the other Documents or certificates evidencing or governing the New Warrants shall include appropriate restrictions such that the sale of the New Warrants would not require the Reorganized Debtors to register their securities under the Securities Exchange Act. If the New Common Stock is listed or trading on a National Securities Exchange, then eorganized ANV will use commercially reasonable efforts to list the New Warrants for trading on such National Securities Exchange (subject to the listing requirements for such National Securities Exchange)

Page 9-10

A holder of New Warrants shall be permitted to transfer such holder’s Purchase Rights to any affiliate or family member of such holder so long as (a) such affiliate or family member is an “accredited investor” (as defined by Rule 501 of the Securities Act), (b) such transfer does not violate any securities laws, and (c) such transfer and/or the exercise of the Purchase Right by such transferee does not result in Reorganized ANV having more than 400 holders of any class of equity securities or otherwise result in Reorganized ANV being required to register any class of equity securities under the Securities Exchange Act.

The U.S. Securities Exchange Act of 1934, section 12(g), generally limits a privately held company to fewer than 500 shareholders. The assumption has been that companies with 500 investors are quasi-public anyway, and for disclosure and other reasons should be forced to go public when the shareholder number approaches this limit.
blog.gust.com/limiting-the-number-of-shareholders-in-private-companies/