Form 8-K

8-K — HYCROFT MINING HOLDING CORP

Accession: 0001493152-26-028183

Filed: 2026-06-11

Period: 2026-06-08

CIK: 0001718405

SIC: 1040 (GOLD & SILVER ORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

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8-K

8-K (Primary)

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0001718405

2026-06-08

0001718405

HYMC:ClassCommonStockParValue0.0001PerShareMember

2026-06-08

0001718405

HYMC:WarrantsToPurchaseCommonStockOneMember

2026-06-08

0001718405

HYMC:WarrantsToPurchaseCommonStockTwoMember

2026-06-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest reported): June 8, 2026

HYCROFT

MINING HOLDING CORPORATION

(Exact

name of registrant as specified in its charter)

Delaware

001-38387

82-2657796

(State

or other jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

P.O.

Box 3030

Winnemucca,

Nevada 89446

(Address

of principal executive offices)

(775)

304-0260

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2.):

☐

Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock, par value $0.0001 per share

HYMC

The

Nasdaq Stock Market LLC

Warrants

to purchase Common Stock

HYMCW

The

Nasdaq Stock Market LLC

Warrants

to purchase Common Stock

HYMCL

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

June 8, 2026, Hycroft Mining Holding Corporation (the “Company”) entered into an Employment Agreement, dated June 8, 2026,

with Eric B. Colby, the Company’s Executive Vice President, Corporate Development and Investor Relations (the “Agreement”).

Mr.

Colby joined the Company in April 2026. He is an accomplished senior mining executive who brings a combination of operational leadership,

capital markets expertise, and transaction experience. He has nearly two decades of experience across large-scale mine development, complex

joint ventures, and operating businesses, and has executed more than $20 billion in public and private transactions. His background integrates

corporate development, investor relations, and operations, providing a disciplined approach to capital allocation, project development

and long-term value creation. Mr. Colby spent 15 years with Newmont Corporation, where he held roles of increasing responsibility across

corporate development, investor relations, finance, and operations in South America. Most recently, from 2021 through 2025, he served

as Vice President, Operations at Magris Performance Materials, where he was responsible for a diversified portfolio of mines and processing

operations across the U.S. and Canada.

Pursuant

to the terms of the Agreement, Mr. Colby agreed to serve as the Company’s Executive Vice President, Corporate Development and Investor

Relations in exchange for an annual base salary of $450,000 and an annual cash incentive bonus set at 80% of his annual base salary as

the target, with bonus payments ranging from 0% to 200% of the target, based upon specific individual and corporate performance metrics

to be determined from time to time by the Board or the Compensation Committee. Mr. Colby is also eligible to participate in any equity-based

compensation plans established or maintained by the Company for its senior officers. Mr. Colby is an at-will employee whose employment

may be terminated by the Company or by Mr. Colby at any time, for any or no reason.

Termination

Payment Terms

The

Agreement contain provisions entitling Mr. Colby to payments upon termination of his employment in certain circumstances, as described

below.

Termination

of Employment for any Reason

Pursuant

to the Employment Agreement, in the event Mr. Colby’s employment with the Company terminates for any reason, he (or his estate,

as applicable) will be entitled to receive any earned but unpaid base salary, any earned but unpaid annual cash incentive bonus, any

amounts that may be payable under any applicable executive benefit plan, expense reimbursements and COBRA benefits provided that a timely

election for COBRA continuation coverage is made and the applicable amounts are paid.

Termination

of Employment other than for Cause or Voluntary Termination by Executive for Good Reason

the Company terminates Mr. Colby’s employment without Cause (as hereinafter defined), or he terminates his employment for Good

Reason (as hereinafter defined), he will be entitled to (i) a cash amount equal to 1.5 multiplied by his annual base salary, payable

in equal instalments over the 18 months following the date of termination; and (ii) 18 months of continued coverage under the Company’s

medical, dental, life and disability plans, at the same cost as in effect on the date of his termination.

Termination

of Employment in the Event of Death or Disability

the employment of Mr. Colby with the Company is terminated due to his death or disability, in addition to amounts payable and benefits

provided as described under “Termination of Employment for any Reason” above, he (or his estate, as applicable) will be entitled

to receive the pro rata portion of any bonus payable to him under the Company’s annual cash incentive plan for the year in which

such termination for death or disability occurs determined based on the actual bonus attained for the fiscal year in which such termination

occurs.

Termination

of Employment after a Change in Control

within 90 days prior to, or one year after, a Change in Control (as hereinafter defined), the Company terminates the employment of Mr.

Colby for reasons other than for Cause, he incurs a Disability (as hereinafter defined) or voluntarily terminates his employment for

Good Reason, he will be entitled to (i) a cash amount equal to 2.0 multiplied by his annual base salary, payable in a lump sum on the

60th day following the date of termination, (ii) a cash amount equal to 2.0 multiplied by the greater of (A) the actual bonus paid for

the fiscal year immediately preceding the date of termination, (B) the actual bonus attained for the fiscal year in which the date of

termination occurs prior to the first anniversary of the employment agreement, or (C) the target bonus for the fiscal year in which the

date of termination occurs prior to the first anniversary of the agreement, payable in a lump sum on the 60th day following the date

of termination, and (iii) 24 months of continued coverage under the Company’s medical, dental, life and disability plans, at the

same cost to him as in effect on the date of the Change in Control (or, if lower, as in effect at any time thereafter).

Common

Defined Terms Used in Agreement

For

purposes of the Agreement, the terms “Cause,” “Change in Control,” “Disability,” and “Good

Reason” have the following definitions:

The

term “Cause” shall mean that one or more of the following has occurred:

(i)

the executive is convicted

of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company or any of its affiliates);

(ii)

a failure of the executive

to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days

after the executive’s receipt of written notice given by the appropriate senior officer or any member of the Board, as applicable,

identifying the failure in reasonable detail and granting the executive an opportunity to cure such failure within such 10-day period;

(iii)

the failure of the executive

to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent

curable, is not remedied within 10 days after the executive’s receipt of written notice given by or on behalf of the Company

identifying the failure in reasonable detail and granting the executive an opportunity to cure such failure within such 10-day period;

(iv)

the executive engages in

illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, in each case in this clause

(iv), against the Company or any of its affiliates;

(v)

a material violation or willful

breach by the executive of any of the policies or procedures of the Company, including, without any limitation, any employee manual,

handbook or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the executive’s

receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting

the Executive an opportunity to cure such violation or breach within such 10 day period;

(vi)

the executive fails to meet

any material obligation the executive may have under any agreement entered into with the Company which, to the extent curable, is not

remedied within 10 days after the executive’s receipt of written notice given by any member of the Company identifying the failure

in reasonable detail and granting the executive an opportunity to cure such failure within such 10-day period;

(vii)

the executive’s failure

to maintain any applicable license, permit or card required by the federal or state authorities or a political subdivision or agency

thereof (or the suspension, revocation, or denial of such license, permit or card); or

(viii)

the executive’s breach

of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the executive may be subject, pursuant to an

employment agreement or otherwise.

The

term a “Change in Control” of the Company will be deemed to occur as of the first day that one or more of the following conditions

is satisfied:

(i)

The “beneficial ownership”

(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing

more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the

election of directors (“Company Voting Securities”), is accumulated, held or acquired by a “Person” (as defined

in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof) (other than the Company, any trustee

or other fiduciary holding securities under an employee benefit plan of the Company, holders of capital stock of the Company as of

the date hereof or a subsidiary thereof, any corporation owned, directly or indirectly, by the Company’s stockholders in substantially

the same proportions as their ownership of stock of the Company); provided, however, that any acquisition from the Company or any acquisition

pursuant to a transaction that complies with clauses (A), (B) and (C) of clause (iii) below will not be a Change in Control; provided

further, that immediately prior to such accumulation, holding or acquisition, such Person was not a direct or indirect beneficial owner

of 15% or more of Company Voting Securities as of the date of the applicable employment agreement; or

(ii)

Individuals who, as of the

date of the respective Agreement, constitute the Board, or “Incumbent Board”, cease for any reason to constitute at least

a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or

nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising

the Incumbent Board will be considered as though such individual were a member of the Incumbent Board; or

(iii)

Consummation by the Company

of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company

or the acquisition of assets or stock of another entity, or “Business Combination”, in each case, unless immediately following

such Business Combination: (A) more than 50% of the combined voting power of then outstanding voting securities entitled to vote generally

in the election of directors of (x) the corporation resulting from such Business Combination, or “Surviving Corporation”,

or (y) if applicable, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s

assets either directly or through one or more subsidiaries, or “Parent Corporation”, is represented, directly or indirectly

by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares

into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders

thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Company Voting

Securities; (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from

such Business Combination) beneficially owns, directly or indirectly, 40% or more of the combined voting power of the then outstanding

voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation)

except to the extent that (x) such ownership of the Company existed prior to the Business Combination or (y) that immediately prior

to such Business Combination, such Person was a direct or indirect beneficial owner of 15% or more of the Company Voting Securities

as of the date of the respective employment agreement, and (C) at least a majority of the members of the board of directors of the

Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the Incumbent Board at the time

of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

Notwithstanding

anything to the contrary in the foregoing, in no event will a Change in Control be deemed to have occurred with respect to the executive

if the executive is part of a purchasing group that consummates the Change in Control transaction. The executive will be deemed “part

of a purchasing group” for purposes of the preceding sentence if the executive is an equity participant in the purchasing company

or group (except (i) passive ownership of less than two percent of the stock of the purchasing company; or (ii) ownership of equity participation

in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the

nonemployee continuing directors.

The

term “Disability” means the executive’s long-term disability as defined by and determined under the Company’s

long-term disability plan, or if the executive is not covered by a long-term disability plan sponsored by the Company, then the executive’s

inability (as determined by the Board or compensation committee thereof in its discretion, (in the case of Mr. Colby, with the Board

or Compensation Committee acting reasonably)) to perform the essential job functions, with or without a reasonable accommodation.

The

term “Good Reason” means the occurrence of any of the following without the executive’s consent:

(i)

a material reduction or a

material adverse alteration in the nature of the executive’s position, responsibilities or authorities or the assigning of duties

to the executive that are materially inconsistent with those of the position of such executive of a company of comparable size in a

comparable industry;

(ii)

the executive’s becoming

the holder of a lesser office or title than that previously held;

(iii)

any material breach of the

applicable employment agreement by the Company that causes an adverse change to the terms and conditions of the executive’s employment;

(iv)

the Company requires the

executive to relocate his principal business office to a location not within 75 miles of the Employee’s principal office;

(v)

any reduction in the executive’s

salary, other than a reduction in salary generally applicable to executive employees; or

(vi)

failure of the Company to

pay the executive any amount otherwise vested and due under the applicable employment agreement or under any plan or policy of the

Company following written notice by the executive to the Company identifying the failure and the basis for such payment and the Company’s

failure to cure within 10 days following receipt of such written notice.

no event will a resignation be deemed to occur for “Good Reason” unless the executive provides notice to the Company, and

such resignation occurs, within 90 days after the event or condition giving rise thereto. Upon receiving notice from the executive, the

Company has a period of 30 days during which it may remedy the event or condition.

The

above description of the Agreement is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is

attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Employment Agreement, dated as of June 8, 2026, by and between the registrant and Eric Colby.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Hycroft Mining Holding Corporation

Dated:

June 10, 2026

By:

/s/

Rebecca A. Jennings

Rebecca

A. Jennings

Senior

Vice President and General Counsel

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EMPLOYMENT

AGREEMENT

THIS

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 8th day of June, 2026, is made by and between

Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”) and Eric B. Colby (the “Employee”).

WHEREAS,

the Company desires to employ the Employee in the capacity of Executive Vice President, Corporate Development and Investor Relations;

and

WHEREAS,

the Company and the Employee have reached agreement concerning the terms and conditions of his employment and wish to formalize that

agreement.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Company and the Employee agree

as follows:

Employment. The Company hereby employs the Employee as Executive Vice President, Corporate Development and Investor Relations,

effective as of April 16, 2026 (the “Effective Date”) and the Employee hereby accepts such employment upon the terms

and conditions set forth in this Agreement. The Employee will report to the President and Chief Executive Officer. The Employee’s

principal office will be his primary residence.

Duties. During the Term, the Employee shall serve as the Executive Vice President, Corporate Development and Investor Relations

of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties,

authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties, authorities and

responsibilities as may reasonably be assigned to the Employee by the Chief Executive Officer that are not inconsistent with the Employee’s

position as Executive Vice President, Corporate Development and Investor Relations. In addition:

(a)

The Employee will devote his full time and best efforts, talents, knowledge and experience to serving as the Company’s Executive

Vice President, Corporate Development and Investor Relations Officer. The Employee will perform his duties diligently and competently

and will act in conformity with Company’s written and oral policies and within the limits, budgets and business plans set by the

Company. The Employee will also comply with the Company’s Compensation Recovery Policy, as it may be amended from time to time.

Further, the Employee will at all times during the Term of this Agreement strictly adhere to and obey all of the rules and regulations

in effect from time to time relating to the conduct of Employees of the Company. The Employee will not engage in consulting work or any

trade or business for his own account or for or on behalf of any other person, firm or company that, as determined by the Company in

its sole discretion, competes, conflicts or interferes with the performance of his duties hereunder in any material way.

(b)

The Employee agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and

agrees that amounts, if any, received from such subsidiary may be offset against the amounts due hereunder.

Term. The Employee shall be an “at-will” employee of the Company whose employment may be terminated (by the Company

or by the Employee) at any time, for any or no reason. Unless otherwise provided in this Agreement or mutually agreed by the Company

and the Employee, all of the terms and conditions of this Agreement will continue in full force and effect throughout the Term and, with

respect to those terms and conditions that apply after the Term, after the Term. Any representation, statement or implication to the

contrary is unauthorized and not valid.

Compensation and Benefits.

(a)

Base Salary. The Company shall pay a base annual salary of US$450,000 (“Base Salary”) to the Employee, payable

in accordance with the normal payroll practices of the Company and which shall be subject to applicable withholdings, deductions and

taxes. The Board, or the Compensation Committee thereof, will review the Employee’s performance and Base Salary annually in or

around February of each year and determine whether to adjust the Employee’s Base Salary on a prospective basis. Such adjusted annual

salary then will become the Employee’s “Base Salary” for all purposes of this Agreement. The Employee’s annual

Base Salary will not be reduced below the Base Salary then in effect, without the Employee’s consent other than a reduction in

salary generally applicable to substantially all Executive employees of the Company. Executive employee is defined as Employees with

a title of Vice President or higher.

(b)

Incentive Compensation. The Employee will be eligible to participate in any annual performance bonus plans and long-term incentive

plans established or maintained by the Company for its senior Employee officers. The Employee’s target incentive annual cash bonus

shall be set at 80% of the Employee’s Base Salary, with bonus payments ranging from 0 to 200% of the bonus target based upon specific

individual and corporate performance metrics under any cash bonus plan to be determined from time to time by the Board or Compensation

Committee thereof. Any bonus earned by the Employee will be paid in accordance with the Company’s standard practice, which shall

not be later than March 15 of the year following the end of the calendar year in which the Employee earns and vests in the right to receive

the bonus or compensation as determined by the Board, or the Compensation Committee.

(c)

Equity Compensation. The Employee will be eligible to participate in any equity-based compensation plans established or maintained

by the Company for its senior Employee officers, including the PIPP, for ongoing annual equity awards. The Employee shall be entitled

to equity awards, with such equity awards to be in such form as is determined by the Board, or the Compensation Committee for senior

Employee officers. The equity awards shall contain the following vesting provisions that (i) in the event of a Change in Control transaction

of the Company (as hereinafter defined), then if the Employee is terminated within 90 days prior to the consummation of such Change in

Control transaction or within 12 months following the consummation of such Change in Control transaction, or (ii) if, within 12 months

following the consummation of such Change in Control, Employee is terminated or resigns for Good Reason, then vesting of such equity

awards shall accelerate and such equity awards shall be fully vested.

(d)

Benefits. During his employment, the Employee shall be entitled to participate in or benefit from, in accordance with the eligibility

and other provisions thereof, benefit plans and policies such as medical, dental, disability, insurance, retirement savings plans or

other fringe benefit plans or policies as the Company may make available to, or have in effect for, its senior Employee officers. The

Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without

recourse by the Employee, so long as the Company takes such action generally with respect to other similarly situated senior Employee

officers.

(e)

Paid Time Off. The Employee will be entitled to paid time off in accordance with the applicable Company policies for senior Employee

officers, but not less than five (5) weeks of paid time off.

(f)

Reimbursement of Business Expenses. The Company agrees to reimburse the Employee for reasonable out-of-pocket expenses incurred

in connection with Company business, including, without limitation, travel and accommodations for travel authorized business trips, including,

without limitation, travel, and within standards to be established by the Board, provided receipts, invoices or other supporting documentation

satisfactory to the Company supporting the expenses are presented to the Company. The Company will provide you with, at the Company’s

expense (i) a laptop computer, (ii) a cellular telephone or a monthly stipend in accordance with the Company’s policy for your

personal cell phone use in connection with your duties, and (iii) such other equipment as may be agreed with your supervisor.

Payments on Termination of Employment.

(a)

Termination of Employment for any Reason. Upon termination of the Employee’s employment for any reason, including without

limitation, the expiration of this Agreement, the Company will pay or provide the following to the Employee:

(i)

Earned but unpaid Base Salary through the date of termination;

(ii)

Any annual incentive bonus, or other form of incentive compensation, for which the performance measurement period has ended and the Employee

has become eligible and earned in accordance with Section 4(b) above, but which is unpaid at the time of termination;

(iii)

Any amounts payable to the Employee under any of the Company’s Employee benefit plans (other than any severance or termination

pay plan) in accordance with the terms of those plans;

(iv)

Unreimbursed business expenses incurred by the Employee on the Company’s behalf; and

(v)

Continued coverage under the Company’s group health plan for the Employee during the COBRA continuation period; provided

that the Employee timely elects COBRA continuation coverage and pays the applicable COBRA rate for such continued coverage.

(b)

Termination of Employment for Death or Disability. If the Employee’s termination of employment occurs by reason of death

or Disability (as defined below), in addition to the amounts payable and benefits provided under Section 5(a) above, the Company

will pay the Employee (or his estate) a pro rata portion of any bonus payable under the PIPP, as the case may be, for the year in which

such termination occurs determined based on the actual bonus attained for the fiscal year in which such termination occurs.

For

purposes of payments to be made under paragraph 5 of this Agreement, “Disability” means the Employee’s inability

to perform the essential job functions, with or without a reasonable accommodation.

Employee

shall be entitled to no other payments under this Agreement in the event that Employee’s employment with the Company ends as a

result of death or Disability.

(c)

Termination by the Company other Than for Cause or Voluntary Termination by the Employee for Good Reason. If the Company terminates

the Employee’s employment other than for Cause, or if the Employee voluntarily terminates his employment for Good Reason, in addition

to the amounts payable under Section 5(a) above and in lieu of the benefit provided in Section 5(a)(v) above, and subject

to the provisions under this Section 5(c), Section 9(a) and Section 9(f) (including the timely execution and non-revocation

of a Release (as defined below), the Company will pay the following amounts and provide the following benefits to the Employee:

(i)

An amount in cash equal to 1.5 multiplied by the Employee’s Base Salary. This amount will be paid in equal installments during

the 18-month period after termination in accordance with the Company’s normal payroll practices, provided, however, that

any installments that would otherwise be payable within the first 60 days following the date of the Employee’s termination will

be paid to the Employee on the 60th day following such termination.

(ii)

Continued coverage under the Company’s medical, dental, life, and disability plans through the 18-month anniversary of the date

that the Employee’s employment was terminated at the same cost to the Employee as in effect on the date of the Employee’s

termination. Any continuation of group health plan benefits is conditioned upon the Employee timely electing COBRA continuation coverage

and timely paying his share of the premium. If the Company determines that the Employee cannot participate in any benefit plan because

he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as

through the purchase of an individual insurance policy that provides similar benefits or a lump sum cash payment equal to the cost that

the Company would have paid under the plan(s) for which coverage would have otherwise been available. Any cash amounts payable under

an alternative arrangement will be paid to the Employee on the 60th day after the date of the Employee’s termination;

provided, however, that any alternative arrangement provided through an insurance policy (e.g., health care and disability

insurance) will be paid when the related premiums are due to the insurer.

Notwithstanding

anything to the contrary in this Agreement, any obligation of the Company to provide any payment, coverage or benefit described in this

Section 5(c) is conditioned upon the Executive executing and delivering to the Company a separation agreement and general release

of all claims against the Company, its affiliates, subsidiaries and its and their directors, officers, employees, shareholders and agents,

in a form reasonably satisfactory to the Company (a “Release”) and within the timelines specified by the Company.

In accordance with the Age Discrimination in Employment Act, the Employee will be provided an extended period of time to consider the

terms of the release before signing, and no money or benefits shall be payable until the consideration period and any revocation periods

have passed. Except for the payments outlined in Section 5(a), no compensation will be due and payable to the Employee until after

the Company receives a fully executed original of the Release, and any applicable revocation periods have expired.

(d)

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following without

the Employee’s consent: (i) a material reduction or a material adverse alteration in the nature of the Employee’s position,

responsibilities or authorities or the assigning of duties to the Employee that are materially inconsistent with those of the position

of an Employee of a company of comparable size in a comparable industry; (ii) the Employee’s becoming the holder of a lesser office

or title than that previously held; (iii) any material breach of this Agreement by the Company that causes an adverse change to the terms

and conditions of the Employee’s employment; (iv) the Company requires the Employee to relocate his principal business office to

a location not within 75 miles of the Employee’s principal office; (v) any reduction in the Employee’s salary, other than

a reduction in salary generally applicable to substantially all Executive employees; or (vi) failure of the Company to pay the Employee

any amount otherwise vested and due under this Agreement or under any plan or policy of the Company following written notice by the Employee

to the Company identifying the failure and the basis for such payment and the Company’s failure to cure within 10 days following

receipt of such written notice. In no event will a resignation be deemed to occur for “Good Reason” unless the Employee provides

notice to the Company, and such resignation occurs within 90 days after the event or condition giving rise thereto. Upon receiving notice

from the Employee, the Company shall have a period of 30 days during which it may remedy the event or condition, except for an alleged

event under Paragraph 5(d)(vi), under which the Company shall have 10 days following written notice from the Employee.

(e)

Cause. For purposes of this Agreement, “Cause” shall mean that one or more of the following has occurred: (i)

the Employee is convicted of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company

or any of its affiliates); (ii) a failure of the Employee to substantially perform his responsibilities and duties to the Company which,

to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the

Board identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period;

(iii) the failure of the Employee to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the

Board), which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or

on behalf of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within

such 10 day period; (iv) the Employee engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty

or other misconduct, in each case in this clause (iv), against the Company or any of its affiliates; (v) a material violation or willful

breach by the Employee of any of the policies or procedures of the Company, including, without any limitation, any employee manual, handbook

or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of

written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting the Employee

an opportunity to cure such violation or breach within such 10 day period; (vi) the Employee fails to meet any material obligation the

Employee may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after

the Employee’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting

the Employee an opportunity to cure such failure within such 10 day period; (vii) the Employee’s failure to maintain any required

applicable license, permit or card required by the federal or state authorities or a political subdivision or agency thereof (or the

suspension, revocation or denial of such license, permit or card); or (viii) the Employee’s breach of any non-compete, non-solicit,

confidentiality or other restrictive covenant to which the Employee may be subject, pursuant to an employment agreement or otherwise.

(f)

Concurrent Resignation and Removal from Any Boards and Positions. If the Employee’s employment is terminated for any reason

under this Agreement, such termination will constitute his resignation and removal from: (i) if a member, the Board and/or Board of directors

of any subsidiary of the Company, or any other board to which he has been appointed or nominated by or on behalf of the Company; (ii)

any position with the Company or any of its subsidiaries, including, but not limited to, as an officer of the Company or any of its subsidiaries,

and (iii) any fiduciary positions with respect to the Company’s benefit plans.

Change in Control.

(a)

Payments and Benefits upon Termination after a Change in Control. If within 90 days prior to, or one year after, a Change in Control

(as defined below), the Company (or its successor) terminates the Employee’s employment for reasons other than for Cause, the Employee

incurs a Disability or if the Employee voluntarily terminates his employment for Good Reason, and subject to the provisions of this Section

6(a), Section 9(a) and Section 9(f) (including the timely execution and non-revocation of a Release), the Company will provide

the following payments and benefits to the Employee, in lieu of those payments and benefits provided under Section 5(a)(v) and

Section 5(b) or (c), as applicable, but in addition to the amounts payable under Sections 5(a)(i) through 5(a)(iv)

above:

(i)

An amount equal to 2.0 multiplied by the Employee’s Base Salary. This cash payment will be paid to the Employee on the 60th

day following the date of the Employee’s termination; provided, however, that if the Change in Control does not constitute

a “change in control event” pursuant to Treas. Reg. §1.409A-3(i)(5)(i), then to the extent that the cash payment does

not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4), or for the exclusion for separation

pay due to an involuntary separation from service to the extent permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii)

then the payment shall be made in accordance with the schedule set forth in Section 5(c) (as may be modified in accordance with

Section 9(a)).

(ii)

An amount in cash equal to 2.0 multiplied by the sum of the Executive’s Annual Bonus. For this purpose, “Annual Bonus”

means the greater of: (A) the actual bonus paid for the fiscal year immediately preceding such termination; (B) the actual bonus attained

for the fiscal year in which such termination occurs; or (C) the target bonus for the fiscal year in which such termination occurs. This

cash payment will be paid to the Executive in a lump sum on the 60th day following the date of the Executive’s termination;

provided, however, that if the Change in Control does not constitute a “change in control event” pursuant to Treas. Reg.

§1.409A-3(i)(5)(i), then to the extent that the cash payment does not qualify as a short-term deferral under Code Section 409A and

Treas. Reg. §1.409A-1(b)(4), or for the exclusion for separation pay due to an involuntary separation from service to the extent

permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) then the payment shall be made in accordance with the schedule

set forth in Section 5(c) (as may be modified in accordance with Section 9(a)).

(iii)

Continued coverage under the Company’s medical, dental, life, and disability plans through the 24-month anniversary of the date

that Employee’s employment was terminated, at the same cost to the Employee as in effect on the date of the Change in Control (or,

if lower, as in effect at any time thereafter). Any continuation of group health plan benefits is conditioned upon the Employee timely

electing COBRA continuation coverage and timely paying his share of the premium. If the Company determines that the Employee cannot participate

in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate

arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or a lump sum cash payment

equal to the cost that the Company would have paid under the plan(s) for which coverage would have otherwise been available. Any cash

amounts payable under an alternative arrangement will be paid to the Employee on the 60th day after the date of the Employee’s

termination; provided, however, that any alternative arrangement provided through an insurance policy (e.g., health care

and disability insurance) will be paid when the related premiums are due to the insurer.

Notwithstanding

anything to the contrary in this Agreement, any obligation of the Company to provide any payment, coverage or benefit described in this

Section 6(a) is conditioned upon the Executive executing and delivering to the Company a Release in a form reasonably satisfactory

to the Company and within the timelines specified by the Company. In accordance with the Age Discrimination in Employment Act, the Employee

will be provided an extended period of time to consider the terms of the release before signing, and no benefits shall be payable until

the consideration period and any revocation periods have passed. Except for the payments outlined in Section 5(a), no compensation

will be due and payable to the Employee until after the Company receives a fully executed original of the Release, and any applicable

revocation periods have expired.

(b)

Definition of Change in Control. For purposes of the Agreement, a “Change in Control” of the Company will be

deemed to occur as of the first day that one or more of the following conditions is satisfied:

(i)

The “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) of securities representing more than 50% of the combined voting power of the then outstanding voting securities of the

Company entitled to vote generally in the election of directors (the “Company Voting Securities”) is accumulated,

held or acquired by a “Person” (as defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections

13(d) and 14(d) thereof) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of

the Company, holders of capital stock of the Company as of the date hereof or a subsidiary thereof, any corporation owned, directly or

indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of stock of the Company); provided,

however, that any acquisition from the Company or any acquisition pursuant to a transaction that complies with clauses (A), (B) and

immediately prior to such accumulation, holding or acquisition, such Person was not a direct or indirect beneficial owner of 15% or more

of the Company Voting Securities as of the date of this Agreement; or

(ii)

Individuals who, as of the date of the Agreement, constitute the Board (the “Incumbent Board”) cease for any reason

to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date

hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority

of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board;

(iii)

Consummation by the Company of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of

the assets of the Company or the acquisition of assets or stock of another entity (a “Business Combination”), in each

case, unless immediately following such Business Combination: (A) more than 50% of the combined voting power of then outstanding voting

securities entitled to vote generally in the election of directors of (x) the corporation resulting from such Business Combination (the

“Surviving Corporation”), or (y) if applicable, a corporation that as a result of such transaction owns the Company

or all or substantially all of the Company’s assets either directly or through one or more subsidiaries (the “Parent Corporation”),

is represented, directly or indirectly by Company Voting Securities outstanding immediately prior to such Business Combination (or, if

applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination),

and such voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such

Business Combination, of the Company Voting Securities; (B) no Person (excluding any employee benefit plan (or related trust) of the

Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 40% or more of the combined

voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent

Corporation, the Surviving Corporation) except to the extent that (x) such ownership of the Company existed prior to the Business Combination

or (y) that immediately prior to such Business Combination, such Person was a direct or indirect beneficial owner of 15% or more of the

Company Voting Securities as of the date of this Agreement, and (C) at least a majority of the members of the board of directors of the

Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the Incumbent Board at the time

of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

Notwithstanding

anything to the contrary in the foregoing, in no event will a Change in Control be deemed to have occurred with respect to the Employee

if the Employee is part of a purchasing group that consummates the Change in Control transaction. The Employee will be deemed “part

of a purchasing group” for purposes of the preceding sentence if the Employee is an equity participant in the purchasing company

or group (except (i) passive ownership of less than two percent of the stock of the purchasing company; or (ii) ownership of equity participation

in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the

nonemployee continuing Directors.

Employee Nondisclosure, Noncompetition, Nonsolicitation and Inventions Agreement. As a condition of the Employee’s employment

by the Company and the payment of compensation and receipt of benefits referred to above, the Employee will enter into an Employee Nondisclosure,

Noncompetition, Nonsolicitation and Inventions Agreement in the form attached hereto as Exhibit A (the “ENNNI Agreement”),

containing confidentiality, non-solicitation and non-competition restrictive covenants. The Employee acknowledges and agrees that execution

and compliance with the ENNNI Agreement, the terms of which ENNNI Agreement are incorporated herein by reference, is an essential term

and condition of this Agreement and that the ENNNI Agreement is supported by adequate and sufficient consideration, including but not

limited to the Employee’s employment with the Company. In the event any part of the ENNNI becomes prohibited by law, such part

shall be severed from the ENNNI, and the rest of the ENNNI shall remain in full force and effect to the fullest extent permitted by law.

Indemnification and Insurance. The Company will indemnify the Employee in accordance with the Company’s Certificate of Incorporation

and Bylaws to the fullest extent permitted by law in the event he is made or threatened to be made a party to any action, suit, or proceeding,

whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director, officer, or employee of

the Company and its subsidiaries, or serves any other enterprise as a director, officer, or employee at the request of the Company. While

employed by the Company or any of its subsidiaries, the Company will maintain the Employee as an insured party on all directors’

and officers’ insurance maintained by the Company for the benefit of its directors and officers on at least the same basis as all

other covered individuals (and subject to the same exclusions from coverage) with respect to time periods where the Employee served as

an employee of the Company and its subsidiaries.

Compliance with Code Section 409A and Treasury Regulations.

(a)

Payments under Sections 5(c) and 6(a) of this Agreement are intended to qualify as short-term deferrals or otherwise be exempt

from Code Section 409A. However, if the Company reasonably determines that a payment under Section 5(c) or 6(a) above does not

qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4), or for the exclusion for separation pay

due to an involuntary separation from service to the extent permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii)

and the Employee is a Specified Employee (as defined below) as of the date of termination, such payment to the Employee may not be made

before the date that is six months after the date of his separation from service or, if earlier, the date of the Employee’s death.

Payments to which the Employee would otherwise be entitled during the first six months following the date of separation will be accumulated

and paid on the first day of the seventh month following the date of termination. For purposes of this Agreement, “Specified

Employee” has the meaning given in Code Section 409A and Treas. Reg. §1.409A-1(c)(i). The Company’s “specified

employee identification date” (as described in Treas. Reg. §1.409A-1(c)(i)(3)) will be December 31 of each year, and the Company’s

“specified employee effective date” (as described in Treas. Reg. §1.409A-1(c)(i)(4)) will be February 1 of each succeeding

year.

(b)

This Agreement is intended to comply with, or be exempt from, the requirements of Code Section 409A and the Treasury Regulations and

other administrative guidance issued thereunder, and all provisions of this Agreement shall be construed in a manner consistent with

the requirements for avoiding taxes or penalties under Code Section 409A.

(c)

Each payment or installment under this Agreement shall constitute a separate payment for purposes of Code Section 409A.

(d)

To the extent that any amount payable upon termination of employment constitutes “nonqualified deferred compensation” subject

to the requirements of Code Section 409A, any reference to such termination shall mean a “separation from service” (as defined

in Treas. Reg. §1.409A-1 (h)).

(e)

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by

Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit,

(ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses

eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause

(ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such

arrangement provides for a limit on the amount of expenses that may be reimbursed over some or all of the period the arrangement is in

effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expenses

was incurred.

(f)

In the event that the Company’s independent registered public accounting firm or the Internal Revenue Service determines that any

payment, coverage or benefit due or owing to the Employee pursuant to this Agreement is subject to the additional tax imposed by Code

Section 409A or any successor provision thereof or any interest or penalties, including interest imposed under Code Section 409(A)(1)(B)(i)(I),

incurred by the Employee as a result of the application of such provision, the Company agrees to cooperate with the Employee to execute

any amendment to the provisions hereof reasonably necessary but only (i) to the minimum extent necessary to avoid application of such

tax, and (ii) to the extent that the Company would not, as a result, suffer any adverse consequences (including, without limitation,

accelerating the payment or provision of any benefit described herein).

(g)

Notwithstanding anything in this Section 9 or any other provision of this Agreement, if any payment under this Agreement gives

rise, directly or indirectly, to liability for an additional income tax or penalty under Code Section 409A (and/or any penalties and/or

interest with respect to such additional income tax or penalty), the Employee shall bear the cost of any and all such taxes, penalties

and interest.

10.

[Reserved].

11.

Miscellaneous.

(a)

Assignment; Successors. This Agreement will be binding upon and inure to the benefit of the heirs and representatives of the Employee

and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder will be assignable or otherwise subject

to hypothecation by the Employee (except by will or by operation of the laws of intestate succession) or by the Company, except that

the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the

stock, assets or businesses of the Company, and Employee consents to any such assignment. The assignment shall also automatically have

the effect of adding the assignee as a party to this Agreement, including adding the assignee to all provisions that survive the termination

of this Agreement and shall expand all such surviving provisions accordingly. Employee confirms this assignment clause has been negotiated

at arm’s length is and supported by separate consideration, including but not limited to 20 percent of Employee’s first paycheck

received under this Agreement.

(b)

Governing Law and Forum for Disputes. The laws of the State of Delaware will govern the validity, interpretation, construction

and performance of this Agreement, without regard to the conflict of laws principles thereof. Any action or proceeding against the parties

relating in any way to this Agreement or the Employee’s employment (a “Dispute”) must be brought and enforced

in the courts of the State of Delaware, and the parties irrevocably (i) submit to the jurisdiction of such courts in respect of any such

action or proceeding and (ii) waive any right to a trial by jury of any Dispute.

(c)

Withholding. The Company may withhold from any payment that it is required to make under this Agreement amounts sufficient to

satisfy applicable withholding requirements under any federal, state or local law.

(d)

Modification or Amendment. No provisions of this Agreement may be modified, waived, or discharged except by a written document

signed by a Company officer or director duly authorized by the Board and the Employee.

(e)

Notices. Notices given pursuant to this Agreement will be in writing and will be deemed received when personally delivered, or

on the date of written confirmation of receipt by (i) overnight carrier, (ii) facsimile with confirmation of delivery, (iii) registered

or certified mail, return receipt requested, addressee only, postage prepaid, or (iv) such other method of delivery, including electronic

transmission, that provides a written confirmation of delivery. Notice to the Company will be directed to:

Hycroft

Mining Holding Corporation

P.O.

Box 3030

Winnemucca, NV 89446

Attention: Chief Executive Officer

The

Company may change the person and/or address to whom the Employee must give notice under this Section by giving the Employee written

notice of such change, in accordance with the procedures described above. Notices to or with respect to the Employee will be directed

to the Employee, or to the Employee’s executors, personal representatives or distributees, if the Employee is deceased, or the

assignees of the Employee, at the Employee’s home address on the records of the Company, or such other address provided to the

Company in accordance with the procedures described above.

(f)

Severability. If any provisions of this Agreement will be found invalid or unenforceable by a court of competent jurisdiction,

in whole or in part, then it is the parties’ mutual desire that such court modify such provision(s) to the extent and in the manner

necessary to render the same valid and enforceable, and this Agreement will be construed and enforced to the maximum extent permitted

by law, as if such provision(s) had been originally incorporated herein as so modified or restricted, or as if such provision(s) had

not been originally incorporated herein, as the case may be.

(g)

No Waiver. No failure or delay by the Company or the Employee in enforcing or exercising any right or remedy hereunder will operate

as a waiver thereof. No modification, amendment or waiver of this Agreement or consent to any departure by the Employee from any of the

terms or conditions thereof, will be effective unless in writing and signed by the Employee Vice President and Chief Financial Officer.

Any such waiver or consent will be effective only in the specific instance and for the purpose for which given.

(h)

Effect on Other Obligations. Payments and benefits herein provided to be paid to the Employee by the Company will be made without

regard to and in addition to any other payments or benefits required to be paid the Employee at any time hereafter under the terms of

any other agreement between the Employee and the Company (it being understood and agreed that the Employee will not be entitled to severance

or termination benefits in addition to those provided herein under any severance or termination plan of the Company or its subsidiaries).

No payments or benefits provided the Employee hereunder will be reduced by any amount the Employee may earn or receive from employment

with another employer or from any other source without violation of this Agreement. In no event will the Employee be obliged to seek

other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of

this Agreement.

(i)

Survival. The provisions of this Agreement, including but not limited to Sections 9 and 11 hereof and the ENNNI Agreement,

to the extent consistent with or necessary to carry out the purposes thereof, shall survive termination of this Agreement or termination

of the Employee’s employment with the Company or any successor or assign regardless of the reason for such termination.

(j)

Entire Agreement. The Employee acknowledges receipt of this Agreement and agrees that with respect to the subject matter hereof

it, along with the ENNNI Agreement, contains the entire understanding and agreement with the Company, superseding any previous oral or

written communication, representation, understanding or agreement with the Company or any representative thereof. No term or condition

should be construed strictly against any party on the basis that it was drafted by such party.

(k)

Headings. The headings in this Agreement are for convenience of reference only and will not limit or otherwise affect the meaning

thereof.

(l)

Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or PDF, each of which shall

be deemed an original, and all of which shall constitute one and the same instrument.

[Signature

page to follow]

WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date set forth above.

EMPLOYEE

HYCROFT MINING HOLDING CORPORATION

/s/ Eric B. Colby

By:

/s/ Diane R. Garrett

Eric B. Colby

Name:

Diane R. Garrett

Its:

President and CEO

EXHIBIT

FORM

OF EMPLOYEE NONDISCLOSURE, NONCOMPETITION

NONSOLICITATION

AND INVENTIONS AGREEMENT

This

Employee Nondisclosure, Noncompetition, Nonsolicitation and Inventions Agreement (referred to as the “Agreement”) is entered

into on June 8, 2026, by and between Hycroft Mining Holding Corporation (referred to as the “Company”) and me.

desire to be employed by the Company, and the Company desires to employ me; however, as a condition of my employment, the Company requires

that I agree to the terms of and execute this Agreement. I understand that if I do not agree to the terms of and execute this Agreement,

the Company is unwilling to hire and/or retain me and pay me compensation for my employment. Accordingly, I agree as follows:

1. At-Will

Employment. I understand and acknowledge that my employment with the Company is for

an unspecified duration and constitutes “at-will” employment. Any representation,

statement or implication to the contrary is unauthorized and not valid unless in writing

and signed by both Employee and CEO of the Company. I acknowledge that this employment relationship

may be terminated at any time, with or without cause, for any cause, or for no cause, at

the option of either the Company or myself, and with or without notice.

2. Confidential,

Proprietary and Trade Secret Information.

a) I

understand that “Personal Property” refers to all tangible property including

but not limited to paper, storage devices, computers, phones, automobiles, machines, tools,

equipment, models, molds, any document, record, customer list, management analysis, notebook,

plan, model, component, device, tangible property, or computer software or code, whether

embodied in a disk or in any other form, etc., that is used, leased, owned or controlled

by the Company.

b) I

understand that “Proprietary Information” means all information that has

commercial value in the business in which the Company is engaged. By way of illustration,

but not limitation, Proprietary Information includes any and all technical and non-technical

information, including patents, copyrights, trade secrets, proprietary information and other

intellectual property and techniques, sketches, drawings, models, inventions, know-how, processes,

apparatus, equipment, algorithms, software programs, software source documents, formulating

recipes, and formulae related to the current, future and proposed products and services of

the Company, and includes, without limitation, respective information concerning research,

experimental work, development, design details and specifications, engineering, financial

information, procurement requirements, purchasing manufacturing, customer lists, business

forecasts, sales and merchandising and marketing plans and information.

i) “Proprietary

Information” also specifically includes but is not limited to joint ventures, exploration

programs, documentation and/or schematics; business proposals and communications; identities

of existing investors; details of current mineral exploration land packages, technical reports/studies

and associated technical data; and the identity of any persons or entities associated with

or engaged as consultants, advisers, or agents. “Proprietary Information” further

includes proprietary or confidential information of any third party who may disclose such

information to the Company or to the Employee in the course of the Company’s business.

c) I

understand that “Trade Secret Information” shall include any information

that is a Trade Secret as defined by the Nevada Uniform Trade Secrets Act.

d) I

understand that “Confidential Information” means all information disclosed

to me or known to me, either directly or indirectly in writing, orally or by drawings or

observation of parts or equipment, as a consequence of or through my employment with the

Company, that is not generally known to the public or in the relevant trade or industry about

the Company’s business, products, processes, services, employees, investors, and suppliers.

(For purposes of this Agreement, Proprietary, Confidential, and Trade Secret Information

will be collectively referenced as “Information.”)

e) I

acknowledge that during the performance of my duties with the Company, I will receive and

have access to the Company’s Personal Property and Information. (To the extent I may

have acquired Company information while performing work for the Company prior to becoming

a Company employee, such Information shall be entitled to the same protections as Information

acquired during my course of employment with the Company.) Because of the nature of the Company’s

business, the protection of such Personal Property and Information is of vital concern to

the Company. This Information represents one of the most important assets of the Company

and enhances the Company’s opportunity for maintaining business and future growth.

f) In

exchange for the consideration set forth in this Agreement, I further covenant as follows:

i) Both

during and following employment, I will hold in strictest confidence the Company’s

Information, and will not disclose it to any individual or entity except with the specific

prior written consent of the company, or except as otherwise expressly permitted by the terms

of this Agreement, or compelled by legal process. In the event I am required by law or a

court order to disclose any such Information, I shall promptly notify the Company of such

requirement and provide the Company with a copy of any court order or of any law which requires

such disclosure and, if the Company so elects, to the extent that it is legally able, permit

the Company an adequate opportunity, at its own expense, to contest such law or court order.

ii) Any

Trade Secrets of the Company will be entitled to all of the protections and benefits under

the Nevada Uniform Trade Secret Act and any other applicable law. If any information that

the Company deems to be a Trade Secret is found by a court of competent jurisdiction not

to be a Trade Secret for purposes of this Agreement, such information will, nevertheless,

be considered Confidential Information for purposes of this Agreement. I hereby waive any

requirement that the Company submit proof of the economic value of any Trade Secret.

iii) I

will not remove from the Company’s premises (except to the extent such removal is for

purposes of the performance of my duties at home or while traveling, or except as otherwise

specifically authorized by the Company) the Company’s Personal Property and Information.

I recognize that, as between the Company and me, all of the Personal Property and Information,

whether or not developed by me, is the exclusive property of the Company.

iv) I

agree not to use any of the Company’s Personal Property or Information for any purpose,

except for the benefit of the Company, and I agree not to disclose, share, provide or allow

the use of the Company’s Personal Property or Information to or with any person, firm

or corporation without written authorization from the CEO. I agree to abide by the Company’s

policies and regulations for the protection of the Company’s Personal Property and

Information. I understand and agree that the unauthorized disclosure, removal or misuse of

such Personal Property or Information will irreparably damage the Company and/or third parties

dealing with the Company.

3. Protected

Rights

a) Notwithstanding

the foregoing or anything else in this Agreement, I understand that (a) I will not be held

criminally or civilly liable under any federal or state trade secret law for the disclosure

of a trade secret that is made in confidence to a United States federal, state, or local

government official or to an attorney solely for the purpose of reporting or investigating

a suspected violation of law, (b) I will not be held criminally or civilly liable under any

federal or state trade secret law for the disclosure of a trade secret that is made in a

complaint or other document filed in a lawsuit or other proceeding, if such filing is made

under seal, and (c) an individual who files a lawsuit for retaliation by an employer for

reporting a suspected violation of law may disclose the trade secret to the attorney of the

individual and use the trade secret information in the court proceeding if the individual

files any document containing the trade secret under seal, and does not disclose the trade

secret, except pursuant to court order.

b) In

addition, I understand that nothing in this Agreement shall be construed to prohibit me from

exercising any legal rights with the Equal Employment Opportunity Commission, the National

Labor Relations Board (NLRB), or any other federal, state or local agency charged with the

enforcement of any law applicable to the Company or participating in any investigation or

proceeding conducted by such agency. I understand that Section 7 of the National Labor Relations

Act guarantees employees the right to self-organization, to form, join, or assist labor organizations,

to bargain collectively through representatives of their own choosing, and to engage in other

concerted activities for collective bargaining or other mutual aid or protection, as well

as the right to refrain from any or all such activities. Nothing contained in this Agreement

limits rights under the National Labor Relations Act.

c) Further,

I understand that except as otherwise provided in NRS 233.190, nothing in this Agreement

prohibits or restricts me from testifying at a judicial or administrative proceeding, when

the party has been required or requested to testify at the proceeding pursuant to a court

order, a lawful subpoena, or a written request by an administrative agency, and the proceeding

concerns the Company and its alleged commission of a criminal offense, an act of sexual harassment,

an act of discrimination based on race, religion, color, national origin, disability, sexual

orientation, gender identity or expression, ancestry, familial status, age or sex, or retaliation

for the reporting of such discrimination.

d) Finally,

with respect to sexual assault dispute or sexual harassment dispute, nothing in this Agreement

prohibits (i) disclosure or discussion of conduct, the existence of a settlement involving

conduct, or information covered by the terms and conditions of the contract or agreement;

or (ii) negative statements about another party that relates to the contract, agreement,

claim or case.

4. Past

Non-Disclosure. Subject to Paragraph 3, I have not used the Company’s Personal

Property or Information for any purpose, except for the benefit of the Company. I further

represent that I have not provided the Company’s Personal Property or Information to

any person, firm or corporation for any purpose, except for the benefit of the Company.

5. Non-Disclosure

of Former Employer Information. I agree that I will not, during my employment with

the Company, improperly use or disclose any confidential, proprietary or trade secret information

of any former or concurrent employer or other person or entity, and that I will not bring

onto the premises of the Company any unpublished document or confidential, proprietary or

trade secret information belonging to any such employer, person or entity unless consented

to in writing by such employer, person, or entity.

6. Inventions.

a) Inventions

Retained and Licensed. I have attached hereto, as Exhibit 1, a list describing all inventions,

original works of authorship, developments, improvements, and Trade Secrets that were made

by me prior to my employment with the Company (collectively referred to as “Prior Inventions”),

which belong to me, and which are not assigned to the Company hereunder; or, if no such list

is attached, by my signature to this Agreement I represent that there are no such Prior Inventions.

If, in the course of my employment with the Company, I incorporate into a Company product,

proceeds or machine a Prior Invention owned by me or in which I have an interest, the Company

is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide

license to make, have made, modify, use and sell such Prior Invention as part of or in connection

with such product, process or machine.

b) Disclosure

and Assignment of Inventions. I agree that I will promptly make full written disclosure

to the Company of any and all inventions, original works of authorship, developments, concepts,

improvements, designs, discoveries, ideas, techniques, methods, formulas, processes, trademarks

or Trade Secrets, whether or not patentable or registerable under copyright or similar laws,

which I may solely or jointly conceive or develop or reduce to practice during the period

of time I am in the employ of the Company (collectively referred to as “Inventions”).

I further agree that any and all such Inventions are the sole and exclusive property of the

Company and that I will hold in trust for the sole right and benefit of the Company, will

assign and hereby assign to the Company, or its designee, all my rights, titles, and interests

in and to any and all Inventions except as provided in the “Non-Assertion” sub-section

below. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever,

which I now or may hereafter have for infringement of any patents, mask works or copyrights

resulting from any such application for letters patent or mask work or copyright registrations

assigned hereunder to the Company.

c) Works

for Hire. I further acknowledge that all original works of authorship which are made

by me (solely or jointly with others) within the scope of and during the period of my employment

with the Company and which are protectable by copyright are “works made for hire,”

(hereinafter “Works”) as that term is defined in the United States Copyright

Act or international law and the Company may file applications to register copyright as the

author thereof. I assign to the Company all rights, including all copyright rights throughout

the world, including all renewals and extensions thereof, in and to all Works created by

me, both past and future, during my employment by the Company. I will take whatever steps

the Company requests, including, but not limited to, placement of the Company’s proper

assist the Company or its nominees in filing applications to register claims of copyright

in such Works. I will not reproduce, distribute, display publicly, or perform publicly, alone

or in combination with any data processing or networks system, any Works of the Company without

the written permission of the Company.

d) Patent

and Copyright Registrations. I further agree to execute all applications, assignments,

contracts, and other instruments as the Company deems necessary to effectuate the intent

of this Agreement. If the Company is unable because of my mental or physical incapacity or

for any other reason to secure my signature on any such document, then I hereby irrevocably

designate and appoint the Company and its duly authorized officers and agents as my agent

and attorney, in fact, to act for and in my behalf and stead to execute and file any such

document and to do all other lawfully permitted acts to further the prosecution and issuance

of letters patent or copyright registrations thereon with the same legal force and effect

as if executed by me.

e) Maintenance

of Records. I agree to keep and maintain adequate and current written records of all

Inventions made by me (solely or jointly with others) during the term of my employment with

the Company. The records will be in the form of notes, sketches, drawings, and any other

format that may be specified by the Company. The records will be available to and remain

the sole property of the Company at all times.

f) Non-Assertion.

Except for matters listed in Exhibit 1 to this Agreement, I will not assert any rights as

to any inventions, copyrights, patents, discoveries, concepts, or ideas or improvements thereof,

or know-how related thereto, as having been made or acquired by me prior to my being employed

by the Company, or since the date of my employment and not otherwise covered by the terms

of this Agreement.

7. No

Solicitation of Employees. I acknowledge that the Company has invested substantial

time, effort and expense in training and assembling its present staff. In order to protect

that investment by the Company, for a period of one (1) year following the termination of

my employment with the Company, regardless of the reason for such termination, I will not

hire, attempt to hire or solicit any individual who is an employee of the Company at the

time of termination or was an employee of the Company at any time during the year preceding

termination of my employment with the Company.

8. No

Solicitation of Business from Customers or Business Partners. I agree that I, whether

acting directly or indirectly, whether as a principal, consultant, employee, owner, shareholder,

director, officer, partner, advisor, agent, financier, independent contractor or otherwise,

during the period of my employment with the Company and for a period of 1 year immediately

following the termination of my employment for any reason (voluntary or involuntary), whether

with or without cause:

a) Will

not either directly or indirectly, either for myself or for any other person or entity, solicit,

induce, recruit or encourage any of the Company’s Customers (as defined below) to reduce

or negatively change or otherwise alter their existing relationship, course of dealing or

level of business with the Company. This prohibition specifically includes soliciting, inducing,

recruiting or encouraging any of the Company’s Customers to send or do business with

an alternative business or entity;

b) Solicit

competing business from any Customer or Prospective Customer, Business Partner, or Prospective

Business Partner of the Company.

For

purposes of this Agreement, a “Customer” is any person or entity to whom the Company has sold any of its products or services

in the 2 years preceding my separation from employment with the Company. A “Prospective Customer” is any person or entity

to whom the Company has provided a written proposal to deliver products or services in the 1 year preceding my separation from employment

with the Company. A “Business Partner” is an individual or entity who is a property owner or joint venture partner associated

with the Company. A “Prospective Business Partner” is an individual or entity whom the Company is or was actively pursuing

as a potential partner or a business associate, as evidenced by outstanding written proposals from the Company to the prospective partner

or business associate at any time during the 1 year preceding the termination of my employment with the Company.

9. Non-Competition.

I agree that during the period of my employment with the Company and for a period of 1 year

immediately following the termination of my employment with the Company for any reason (voluntary

or involuntary), within the Protected Areas, I, whether acting directly or indirectly, whether

as a principal, consultant, employee, owner, shareholder, director, officer, partner, advisor,

agent, financier, independent contractor or otherwise, will not:

a) Either

directly or indirectly, for myself or any third party, divert or attempt to divert any business

of the Company;

b) Accept

any position or affiliation with a company as a result of which I will, in the regular and

ordinary course of business, necessarily be called upon, required, or expected to reveal,

base judgments on, or otherwise use Information that I have received during my employment

with the Company;

c) Engage

or invest in, own, manage, operate, finance, control, or participate in, lend my name or

credit to, or render services or advice to, any business that conducts gold mining or mine

exploration, provided, however, that the beneficial ownership of less than 5% of any class

of securities of any entity having a class of equity securities actively traded on a national

securities exchange or the Nasdaq Stock Market will not be deemed, in and of itself, to violate

the prohibitions of this paragraph.

The

“Protected Areas” for purposes of this Agreement shall constitute the State of Nevada and other mineral districts in which

the Company (i) is engaging in business or actively pursuing an exploration, development or mining opportunity, as evidenced by outstanding

proposals from the Company to the prospective partner or individual entity with whom the Company is pursuing a business relationship

at the time of termination of my employment with the Company.

10. Extension

of Non-Solicitation and Non-Compete Covenants. The period of time applicable to the

covenants not to solicit and not to compete will be extended by the duration of any violation

by me of such covenant(s). In addition, the time periods applicable to the covenants not

to solicit employees and not to compete will be extended by the duration of any period of

time during which I am retained as a consultant to the Company or an independent contractor

by the Company (in any capacity).

11. Limitation

on Non-Competition Obligations in Cases of Reductions in Force, Reorganization, or Similar

Restructuring. I understand that if my employment with the Company terminates as

a result of a reduction in force, reorganization, or similar restructuring, the non-competition

covenant will only be enforceable during the period in which the Company is paying my salary,

benefits, or equivalent compensation.

12. Returning

Personal Property and Confidential, Proprietary, or Trade Secret Information. Upon

termination of employment, or upon the request of the Company during employment, I will return

to the Company all of the Personal Property and Information in my possession or subject to

my control, and I shall not retain any copies, abstracts, sketches, or other physical embodiment

of any of the Personal Property or Information. I also agree that I will not recreate, copy

or deliver to anyone else any Personal Property and Information of the Company.

13. Reasonableness

of Restrictions. I agree and acknowledge that the restrictions of this Agreement

are reasonable and necessary and will not prevent me from obtaining adequate and gainful

employment upon termination of my employment with the Company.

14. Duty

of Loyalty. I agree that during my employment with the Company, I will not participate

in, assist, or take any action designed to benefit a person or entity engaging in any business

that competes or plans to compete with the Company.

15. Survival.

Termination of my employment, whether voluntary or involuntary, whether with or without cause

(even if I believe such termination is in violation of the law or contract), shall not impair

or relieve me of my obligations set forth in this Agreement, which shall survive the termination.

16. Remedies

and Relief. I agree that it would be impossible or inadequate to measure and calculate

the Company’s damages and that the Company will be immediately and irreparably harmed

by any breach of the restrictive covenants set forth in this Agreement. Accordingly, I agree

that in addition to any remedies at law or equity that may be available to the Company for

such breach, the Company may also seek specific performance, seek appropriate injunctive

relief to prevent a breach and seek any other relief that may be available. Such relief shall

be in addition to other remedies available and shall not constitute an election of remedies.

a) Costs

and Attorneys’ Fees. In the event that a dispute under this Agreement arises, the

prevailing party shall be entitled to recover its reasonable attorney’s fees and costs

incurred in pursuing or defending the matter.

b) Indemnity.

I agree to indemnify and hold the Company harmless from and against (i) any and all claims,

demands, proceedings, suits, and actions against the Company and (ii) any and all losses,

liabilities, damages, and costs suffered by the Company, resulting from any breach of this

Agreement.

17. General

Provisions.

a) Governing

Law; Consent to Personal Jurisdiction. The laws of the state of Nevada shall govern this

Agreement. In any legal proceeding arising under this Agreement, the venue shall be in Washoe

County, Nevada, and Employee consents to personal jurisdiction in Nevada and Washoe County.

The venue choice set forth herein shall not limit or restrict the Company’s right,

at its sole discretion, to pursue the equitable, injunctive or specific performance remedies

set forth in this Agreement in any jurisdiction or venue where I may be found or where a

breach or threatened breach may or has occurred.

b) Entire

Agreement; Enforcement of Right. This Agreement sets forth the entire agreement and understanding

between the Company and me relating to the subject matter herein and merges all prior discussions

between us. No modification of or amendment to this Agreement, nor any waiver of any rights

under this Agreement, will be effective unless in writing signed by me and the CEO. No oral

waiver, amendment or modification will be effective under any circumstances whatsoever. The

failure by either party to enforce any rights hereunder will not be construed as a waiver

of any rights of such party. Any subsequent change or changes in my duties, salary or compensation

will not affect the validity or scope of this Agreement.

c) Enforceability.

The parties intend that the covenants contained in this section shall be construed as a series

of separate covenants. If any provision of this Agreement is determined to be wholly or partially

illegal, invalid, contrary to public policy or unenforceable, the legality, validity, and

enforceability of the remaining parts, terms, or provisions shall not be affected thereby,

and said illegal, unenforceable, or invalid part, term, or provision shall be first amended

to give it/them the greatest effect allowed by law and to reflect the intent of the parties.

If modification is not possible, such term shall be severed from this Agreement.

d) Successors.

This Agreement will be binding upon my heirs, executors, administrators and other legal representatives

and will be for the benefit of the Company, its successors, and its assigns.

e) Assignment

and Addition of Parties. I agree that this Agreement, specifically including the non-compete,

non-solicitation, and confidentiality provisions, may be assigned by the Company, including

to a successor-in-interest to the Company’s business whether by sale of assets, stock,

merger, or otherwise, and I consent to any such assignment. The assignment is supported by

consideration, including my employment, continued employment and/or the first 10% of any

bonus I receive from the Company.

Employee

Acknowledgment

acknowledge that I have read and understand the provisions of this Agreement, and I have been given an opportunity for my legal counsel

to review this Agreement. I further acknowledge that the provisions of this Agreement are reasonable, and I will fully and faithfully

comply with this Agreement. Finally, I acknowledge that I have entered into this Agreement freely and voluntarily and not as the result

of any threat, promise or undue influence made or exercised by the Company or any other party.

Date:

June

8, 2026

/s/

Eric B. Colby

Signature

of Employee

Eric

B. Colby

Name of Employee

HYCROFT

MINING HOLDING CORPORATION

Date:

June

8, 2026

/s/

Diane R. Garrett

By:

Diane R. Garrett

Its:

President and Chief

Executive Officer

EXHIBIT

LIST

OF PRIOR INVENTIONS, DISCOVERIES OR IDEAS

AND

ORIGINAL WORKS OF AUTHORSHIP CREATED, DEVELOPED OR CONCEIVED BY THE EMPLOYEE PRIOR TO BEGINNING EMPLOYMENT WITH THE COMPANY

IDENTIFYING

NUMBER

TITLE

DATE

BRIEF DESCRIPTION

have no inventions, discoveries, ideas or original works of authorship.

Additional

Sheets Attached.

agree to immediately correct or amend this list with written notification to the Company.

Signature

of Employee:

/s/

Eric B. Colby

Name of Employee:

Eric

B. Colby

Date:

June 8, 2026

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