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Re: yaai post# 12

Friday, 08/07/2020 6:09:46 PM

Friday, August 07, 2020 6:09:46 PM

Post# of 27

Hello everyone!

It is now time to account for all of the outstanding HYCTW warrants so that we can begin to place ads to get the attention of the missing warrant holders to join forces as one large powerful group. Hycroft must honor their contract and it is up to us, currently approximately 400 investors, to make sure that this happens and in a timely manner. The following spreadsheet has been put together to facilitate this. I will be filling it in as you all complete your individual parts. Please see the link to the spreadsheet below.
https://docs.google.com/spreadsheets/d/1g8nmk7kIrD03MaX97HRB9hPzagjiObH5IOuZ04BBWeU/

If you need to reach me directly, you can email me at jordandarga33@gmail.com. This email was created specifically for this purpose.

Thank you, and you will be hearing back from me in less than two weeks.

Jordan

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Previous email below
Sent Sun, August 2nd 8:35 AM
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ATTN: HYCTW Warrant Holders

Hello everyone! It's Jordan Darga here with an important update. I know that you have all been patiently waiting to hear from me. I assure you that my silence from the past few months has been for a very good reason.

I have been waiting to see if MUDS was going to try to take advantage of legacy warrant holders. For those of you who do not know, a prospectus was released on July 20th which confirms that the company is in fact planning on diluting legacy warrant holders even further, but this time down to nothing, effectively stealing from their own investors, the same and only investors who raised the hundreds of millions of dollars that made Hycroft what it is today. You do not want to read this prospectus. It will make you sick. Here is the part that affects legacy warrant holders:

and (ii) 3,210,213 shares of Common Stock that may be issued upon exercise of the Seller warrants (as such term is defined under “Selected Definitions”) at an exercise price, determined as of July 1, 2020 pursuant to the Seller Warrant Agreement (as such term is defined under “Selected Definitions”), of $44.82 per share upon the exercise of 12,721,623 Seller warrants, each currently exercisable into approximately 0.2523 shares of Common Stock, which exercise price and number of shares may fluctuate under the terms of the Seller Warrant Agreement;
https://sec.report/Document/0001104659-20-085608/tm2022435d5_424b3.htm

I am going to make this as simple as possible to understand. A strike price of $44.82 is theft in the highest regard. They are saying that in order to receive 1 share, you must give up 1/.2523 = 3.96 of your warrants (12,721,623 warrants divided by 3,210,213 shares allocated to legacy warrant holders = 3.96 warrants for one single share) and pay $44.82 for that one single share. Read the paragraph again if you didn't catch it. They are allocating to legacy warrant holders only 3,210,213 shares.

I'm going to put this into perspective. Do you remember when you held ANV shares? They were converted at a ratio of 12:1 in order to calculate the number of warrants you received. After Allied Nevada filed for bankruptcy for each 12 shares an investor held they received 1 warrant. Therefore prior to the conversion, legacy warrant holders held 152,659,476 shares (12,721,623 warrants * 12 warrants per share). These shares cost you hundreds of millions of dollars and just four months after their last public offering of 21.5M on Dec 9 2014 (details of public offerings excluded here to keep this brief), Hycroft filed for bankruptcy. Doing a public offering while knowing you are about to file for bankruptcy is fraud. If management did not know that they were going to file for bankruptcy just a few months later, then they are incompetent and need to be replaced. In either scenario, it is very bad for Hycroft management if they do not do what is right for legacy warrant holders.

In return as part of the bankruptcy the company took your shares and gave you 1/12 the quantity in warrants to equate to 17.5% of the new company, and now the company wants to take those 12,721,623 warrants and give investors only 3.2 million shares and at the same time make them pay an absurd price for them. This means NOT ONLY do investors NOT GET 17.5% of the new company (a breach of the contract), but investors have to pay in order to even get a single share back. Simply put, Hycroft is trying to effectively steal every single penny from investors in all of its public offerings combined and if that was not enough is attempting to steal more by forcing these same investors to pay a strike price of $44.82 just to be a part of the future of Hycroft.

By allocating to legacy warrant holders only 3.2 million shares they are saying loud and clear, "We are thieves and do not respect our investors. We take advantage of them to enrich ourselves.". They should have allocated a bare minimum of 12,721,623 shares for our 12,721,623 warrants at a ratio of 1:1 with a fair strike price that represents our true share of the company.

This is classic wild wild west gold theft but without armed robbery. Investors did EVERYTHING; investors raised the funds to buy all of the equipment necessary and once the company got what they wanted (which was the Hycroft mine with its billions of dollars in sleeping assets about to awake at any moment), they took (100-17.5% = 82.5% of the equity away from investors and now they are trying to take the last 17.5%. They think they will get away with this but they will not.

In response to their breach of contract by not honoring article 5 of the warrant agreement, the anti dilution clause which guarantees that legacy warrant holders would be allocated 17.5% of the equity in the new company prior to any adjustments, this is not only a breach of contract but also an extreme breach of fiduciary duty. It is now time to take matters into our own hands.

In reference to my silence: I have been preparing a plan to encourage Jason Mudrick to do the right thing whether he wants to or not. Nothing personal, but I can only share it with everyone after three more weeks. After this time passes I will send the complete details to everyone for all to see. This is all taking place completely outside of the court system. This will be the second of a series of dominoes that will begin to fall; the first of which has already fallen. Oh what a headache to come to Jason Mudrick if he doesn't step up and do the right thing once and for all. The legacy warrants will receive the value in which they deserve. They can do this the easy way or the hard way, the choice is theirs.

If I do not share the complete details it is because it will no longer be necessary and warrant holders will have finally received what is due to them. In that case I have a subsequent email ready to send as the next step titled Selling Strategies that Maximize the Value of your Warrants - How to Know When and How Much to Sell So You Always Have Warrants at any Gold Price. You have waited long enough to finally receive the true value for your warrants. Once received, you need to have a plan on when to sell so you do not leave money on the table by selling out too early. You do not want to miss this email.

Lastly, I would like to say that this has nothing to do with any one particular person. I am referring to Jason Mudrick because he is the ultimate decision maker at Mudrick Capital. There are no hard feelings against him. If the decision maker was Donald Trump, he would be on the receiving end. This has to fall on someone and in this case it just happens to be Jason Mudrick.

You will hear from me in approximately three weeks or less.

Thank you and I apologize for my silence.

Jordan Darga

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