Sec Form 3 Filing - WHITEBOX ADVISORS LLC @ HYCROFT MINING HOLDING CORP - 2020-05-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WHITEBOX ADVISORS LLC 2. Issuer Name and Ticker or Trading Symbol HYCROFT MINING HOLDING CORP [ HYMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2020 (Street) MINNEAPOLIS, MN55416 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, $0.0001 par value 12,099,499 ( 3 ) ( 4 ) I See Footnotes ( 1 ) ( 2 ) Class A Common Stock, $0.0001 par value 7,997,341 ( 3 ) ( 4 ) D ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 11.5 ( 5 ) ( 6 ) 06/28/2020( 5 )( 6 ) 05/29/2025( 5 )( 6 ) Class A Common Stock, $0.0001 par value 913,017 ( 4 ) I See Footnotes ( 1 ) ( 2 ) Warrant $ 11.5 ( 5 ) ( 6 ) 06/28/2020( 5 )( 6 ) 05/29/2025( 5 )( 6 ) Class A Common Stock, $0.0001 par value 913,017 ( 4 ) D ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD, SUITE 500 MINNEAPOLIS, MN55416 X Signatures Whitebox Advisors LLC By: /s/ Mark Strefling, Title: Chief Legal Officer 06/08/2020 Signature of Reporting Person Date WBox 2015-5 Ltd By: /s/ Mark Strefling, Title: Director 06/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are directly owned by certain private funds, all of which are managed by Whitebox Advisors LLC ("WBA"), and WBox 2015-5 Ltd. ("WBox") serving as their collateral agent, and may be deemed to be beneficially owned by WBA by virtue of its role as the investment manager of such private funds. ( 2 )The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 3 )Certain of the reported securities were obtained in connection with the business combination involving the Issuer that occurred on May 29, 2020, as described in the Issuer's 8-K12B filed on June 4, 2020 (the "8-K12B"), which is incorporated by reference. ( 4 )The reported securities were obtained in connection with a Subscription/Backstop Agreement, dated January 13, 2020, entered into by the Issuer and certain of the entities managed by WBA. Reference is made to the Issuer's 8-K and Exhibit 10.1 attached thereto filed on January 14, 2020, which is incorporated by reference. ( 5 )Each Warrant, also known as a PIPE Warrant (as defined in the 8-K12B), gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The PIPE Warrants have an initial exercise price of $11.50 per share of Class A Common Stock. The PIPE Warrants will become exercisable on June 28, 2020 and expire May 29, 2025 or earlier upon their redemption or the liquidation of the Issuer. ( 6 )[Continued from Footnote 5] Once exercisable, the PIPE Warrants may be redeemed, at a price of $0.01 per warrant, if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the notice of redemption is sent to the warrant holders. The foregoing description of the PIPE warrants does not purport to be complete and are subject to and qualified in their entirety by reference to the Warrant Agreement included as Exhibit 4.3 of the Issuer's 8-K12B filed on June 4, 2020, which is incorporated by reference. ( 7 )These securities are directly owned by WBox serving as collateral agent and will also be reported on a subsequent Form 3 made by WBox once WBox receives CIK codes.

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