hymc-20220517xs1a.htm

Exhibit 23.3


Ausenco Engineering USA South Inc.
595 S. Meyer Ave.
Tucson, AZ 85701

CONSENT OF THIRD-PARTY QUALIFIED PERSON

Ausenco Engineering USA South Inc.(“Ausenco”), in connection with the filing of the Registration Statement on Form S-1 (File No. 333-248516) of Hycroft Mining Holding Corporation ( the “Registration Statement”), consents to:

●

the filing and use of the technical report summary titled “Technical Report Summary of Initial Assessment on the Hycroft Mine, Nevada, United States of America” (the “TRS”), with an effective date of February 17, 2022, as an exhibit to and referenced in the Registration Statement;

●

the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Registration Statement and the TRS; and

●

the information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is included or incorporated by reference in the Registration Statement.

Ausenco is responsible for authoring, and this consent pertains to, the following Sections of the TRS: 1.1, 1.2, 1.3, 1.5, 1.8, 1.10, 1.11, 2, 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 4, 5, 10, 21, 23.1, 23.3 and portions of 22, 24 and 25.

May 12, 2022

/s/ James A. Norine
Signature of Authorized Person for
Ausenco Engineering USA South Inc.

James A. Norine
Print name of Authorized Person for
Ausenco Engineering USA South Inc.

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Hycroft Mining Holding Corporation

(Exact Name of Registrant as Specified in its Charter)*

Table 1: Newly Registered Securities


	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered**	Proposed Maximum Offering Price Per Security	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Primary Offering:
Fees to be Paid	Equity	Class A common stock, $0.0001 par value per share	Rule 457(a)	46,816,480 ⁽¹⁾	$1.068	$50,000,001	0.0000927	$4,635
Secondary Offering:
Fees to be Paid	Equity	Class A common stock, $0.0001 par value per share	Rule 457(c)	46,816,480 ⁽²⁾	$2.01⁽³⁾	$94,101,125	0.0000927	$8,723.17
N/A	Equity	Warrants to purchase Class A common stock	Rule 457(g)	46,816,480	$-	$-	$-	$-
		Total Offering Amounts				$144,101,126		$13,358.17
		Total Fees Previously Paid						$0
		Net Fee Due						$13,358.17

*	Defined terms used in this Exhibit shall have the meaning assigned to them in the Company’s Registration Statement on Form S-1 to which this exhibit relates.

**	Pursuant to Rule 416 under the Securities Act, the registrant is also registering an indeterminate number of additional shares of Common Stock that may become issuable to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(1)	Consists of 46,816,480 shares of Common Stock issuable upon exercise of the New Warrants.

(2)	Consists of 46,816,480 shares of Common Stock issued to certain Selling Securityholders in the 2022 Private Placement.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low selling prices of the Class A Common Stock on April 8, 2022 (such date being within five business days of the date that this registration statement was first filed with the SEC), as reported on the Nasdaq Capital Market, under the symbol “HYMC” .

Table 3: Combined Prospectuses


Security Type	Security Class Title	Amount of Securities Previously Registered	Maximum Aggregate Offering Price of Securities Previously Registered	Form Type	File Number	Initial Effective Date
Primary Offering:
Equity	Common Stock, par value $0.0001 per share	37,500,111 ⁽¹⁾	$538,216,736	S-1	File No. 333-239840	July 22, 2020
Equity	Common Stock, par value $0.0001 per share	9,583,334 ⁽²⁾	$86,250,006	S-1	(File No. 333- 248516) and Form S–1MEF (File No. 333-249250)	October 1, 2020 and October 2, 2020
Equity	Common Stock, par value $0.0001 per share	358,916 ⁽³⁾	$14,467,904	S-3	File No. 333-257565	June 30, 2021
Secondary:
Equity	Class A common stock, $0.0001 par value per share	10,086,307 ⁽⁴⁾	⁽⁴⁾	S-1	File No. 333-239840	July 22, 2020
Equity	Class A common stock, $0.0001 par value per share	3,222,222 ⁽⁵⁾	⁽⁵⁾	S-1 and S-1MEF	File No. 333-249250 and File No. 333-248516	October 1, 2020 and October 2, 2020
Equity	Warrants to purchase Class A common stock	10,086,307 ⁽⁶⁾	-	S-1	File No. 333-239840	July 22, 2020
Equity	Warrants to purchase Class A common stock	3,222,222 ⁽⁷⁾	-	S-1 and S-1MEF	File No. 333-249250 and File No. 333-248516	October 1, 2020 and October 2, 2020

(1)

Consists of (i) 20,799,899 shares of Common Stock issuable upon exercise of the public warrants (ii) 7,740,000 shares of Common Stock issuable upon exercise of the private placement warrants; (iii) 2,500,000 shares of Common Stock issuable upon exercise of the forward purchase warrants; (iv) 3,249,999 shares of Common Stock issuable upon exercise of the PIPE warrants and (iv) 3,210,213 shares of Common Stock issuable upon exercise of the Seller warrants.

(2)	Consists of 9,583,334 shares of Common Stock issuable upon exercise of the October 2020 warrants.

(3)	Consists of an additional 358,916 shares of Common Stock issuable upon exercise of the Seller warrants as a result of a change in the exercise price and conversion ratio of the Seller warrants effective as of January 19, 2021.

(4)

Consists of 10,086,307 shares of Common Stock issuable upon exercise of the private placement warrants, forward purchase warrants and PIPE warrants held by certain of the Selling Securityholders. Maximum aggregate offering price for these securities are included in amount reflected above for securities registered on Form S-1 (File No. 333-239840).

(5)

Consists of 3,222,222 shares of Common Stock issuable upon exercise of October 2020 warrants held by certain of the Selling Securityholders. Maximum aggregate offering price for these securities are included in amount reflected above for securities registered on the Form S-1 and Form S-1MEF (File No. 333-249250 and File No. 333-248516).

(6)	Consists of private placement warrants, forward purchase warrants and PIPE warrants held by the certain of the Selling Securityholders.

(7)	Consists of 3,222,222 October 2020 warrants held by certain of the Selling Securityholders.

No registration fee is payable in connection with the (i) 47,442,361 shares of Common Stock and (ii) 13,308,529 shares of Common Stock that are issuable upon the exercise of warrants, that were previously registered on (i) Form S–1 (File No. 333-239840) with the SEC on July 13, 2020 and declared effective on July 22, 2020 (the “Resale Registration Statement”), (ii) Form S–1 (File No. 333-248516) filed with the SEC on September 1, 2020 and declared effective on October 1, 2020 and Form S–1MEF (File No. 333-249250) filed on October 2, 2020 (collectively, the “2020 Registration Statements”) and (iii) a single combined prospectus on Form S-3 (File No. 333-257565) filed with the SEC on June 30, 2021 and declared effective on July 13, 2021 (the “Combined Registration Statement”) pursuant to Rule 429 under the Securities Act which served as a post-effective amendment to the Resale Registration Statement and the 2020 Registration Statements, because such shares are being transferred from the Resale Registration Statement, the 2020 Registration Statements, and the Combined Registration Statement (collectively, the “Prior Registration Statement”) pursuant to Rule 429 under the Securities Act.

24,395,046 shares of Common Stock registered under the Prior Registration Statements are included in this registration statement. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute post-effective amendments to the Prior Registration Statements, which post-effective amendments shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act.


		/s/ Plante & Moran PLLC
Southfield, Michigan
May 16, 2022