Friday, March 26, 2021 7:53:56 AM
The Initial Share Number, the issuance and deemed issuance of shares of New Common Stock to Restricted Persons, the Cheap Stock Factor, the Cheap Stock adjustment fraction, the Per Warrant Share Number, the Exercise Price and the number of shares of New Common Stock to be acquired upon exercise of a Warrant, as of immediately prior to, and as adjusted to reflect, the Offering and 12,721,623 outstanding Warrants, are as follows:
Cheap Stock Factor Adjustment Fraction [Section 5.1(c)] Numerator Initial Share Number 50,160,143 Number of shares of new Common Stock to be issued upon exercise of outstanding warrants, other than Warrants
34,289,898
Number of shares of new Common Stock to be issued upon exercise of Warrants 3,210,213 (I) Fully diluted number of shares of Common Stock outstanding immediately prior to issuance of new Common Stock
87,660,254
plus
(II) Number of shares of new Common Stock deemed issued at Fair Market Value with aggregate consideration received by the Company from Restricted Persons upon exercise of Warrants; and
994,255
Number of shares of new Common Stock deemed issued at Exercise Price with aggregate consideration payable to the Company for deemed exercise of new warrants issued to Restricted Persons upon exercise of Warrants
1,159,964
89,814,473
Denominator (I) Fully diluted number of shares of Common Stock outstanding immediately prior to issuance of New Common Stock
87,660,254
plus (II) Shares of New Common Stock issued to a Restricted Person in the offering; and
4,951,388
Shares of New Common Stock deemed to be issued to a Restricted Person upon exercise of new warrants issued in the offering to a Restricted Person
4,951,388
97,563,030
The Cheap Stock Factor is therefore reduced by the foregoing fraction and applying the adjusted Cheap Stock Factor, (i) the Exercise Price is reduced and (ii) the number of shares of New Common Stock to be acquired upon exercise of a Warrant is increased, as follows:
Pre-Adjustment As Adjusted Cheap Stock Factor 1.00 0.92058 Per Warrant Share Number 0.25234 0.27411 Exercise Price $44.82 $41.26 Number of shares of New Common Stock to be issued upon exercise of Warrants
3,210,213
3,487,168
4.A true and correct copy of the computations of the adjustments made to the Cheap Stock Factor, and, accordingly, the Per Warrant Share Number, the Exercise Price and total number of shares of New Common Stock issuable upon exercise of the Warrants, are attached as Exhibit A hereto.
DIRECTION TO WARRANT AGENT
Pursuant to Section 5.2(ii) of the Warrant Agreement, you are hereby directed as Warrant Agent to give written notice to each Registered Holder in the manner provided in Section 10.2 of the Warrant Agreement, which notice shall state the information herein provided.
HYCROFT MINING HOLDING CORPORATION
By: /s/ Stanton Rideout
Stanton Rideout, Executive Vice President and Chief Financial Officer
https://twitter.com/AnvShareholder/status/1341240196088487937/photo/1
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