sprottwaiver






Exhibit 10.1      SPROTT PRIVATE RESOURCE LENDING II  (COLLECTOR), LP  200 Bay Street  Suite 2600  Toronto, ON  M5J 2Jl        November 9, 2021        CONFIDENTIAL    Hycroft Mining Holding Corporation  Autur Gold Corporation (f/k/a Muds Acquisition Sub, Inc.  AuxAg Mining Corporation (f/k/a Muds Holdco, Inc.)  Rycroft Resources & Development, LLC  Allied VGH LLC  c/o Rycroft Mining Holding Corporation  8181 E. Tufts Ave.  Suite 510  Denver, CO 80237        Re:  Waiver    Ladies and Gentlemen:    Reference is made to that certain Amended  and Restated  Credit Agreement, dated as of  May 29, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified  from time to time, the "Credit  Agreement"), by and between H YCROFT  MINING  HOLDING  CORPORATION,  a Delaware corporation  (the "Borrower" or ''you"),  SPROTT  PRIVATE  RESOURCE  LENDING  II (COLLECTOR),  LP, a limited  partnership  organized  and existing  under the laws of the Province of Ontario (the "Lender," ''us" or ''you"), the Guarantors (as defined  therein) and the other parties thereto. Capitalized terms used but not otherwise defined herein shall  have the respective meanings ascribed thereto in the Credit Agreement.    You have advised us that:    (a) after the date hereof, the amount of Unrestricted Cash of the Borrower may be less than  or equal to $10,000,000 but not less than $9,000,000 at any time and from time to time during the  period beginning on the date hereof and ending on May 10, 2022 (the "Waiver Period"); and    (b) you plan to cease active mining operations on the Property on or around November 10,  2021, and that in connection therewith, you anticipate that the Borrower may not be in a position  to satisfy the Project Repayment Covenant during the Waiver Period.  





 






-2-  Exhibit 10.1    You have acknowledged that, prior to giving effect to this letter agreement:    (a) Section 8.l(q) of the Credit Agreement requires, that the Borrower shall maintain an  amount of Unrestricted Cash greater than $10,000,000;    (b) Section 9.1(c) of the Credit Agreement provides that, among other things, an Event of  Default will occur if the Borrower defaults in observing or performing any covenant or condition  set out in Section 8.1(q)(ii) of the Credit Agreement;    (c) Section 8.1(e) of the Credit Agreement requires that the Borrower diligently pursue, in  all respects, all mining and related activities in respect of the Project, as contemplated by the most  recent Model  delivered  by the Borrower  to the  Lender,  which  will not to be satisfied  if the  Borrower and its Subsidiaries cease to continue active mining operations on the Property;    (d) Section 9.1(e) of the Credit Agreement provides that, among other things, an Event of  Default will occur if the Borrower defaults in observing or performing any covenant or condition  set out in Section 8.1(e)  of the Credit Agreement  if such default  continues  for a period of  10  Business Days after the earlier of knowledge thereof by the relevant Credit Party or notice thereof  from the Lender;    (e)  Section 8.1(r)  of  the Credit  Agreement  requires  that the  Borrower  remedy  to the  Lender's satisfaction any breach or deficiency in meeting the Project Repayment Covenant, in the  manner determined  by the Lender, within 60 days after the required delivery date of the Model;  and    (f) Section 9.1(c) of the Credit Agreement provides that, among other things, an Event of  Default will occur if the Borrower defaults in observing or performing any covenant or condition  set out in Section 8.1(r) of the Credit Agreement.    You have requested that we:    (a) waive Section S.l(q)(ii) of the Credit Agreement  and the Borrower's obligation  to  maintain Unrestricted Cash greater than $10,000,000 during the Waiver Period, provided always,  that the Borrower maintains at least $9,000,000 of Unrestricted Cash at all times during the Waiver  Period; and    (b) waive Section 9.1(c) of the Credit Agreement with respect to any default (whether now  existing or hereafter occurring) by the Borrower of Section 8.1(q)(ii) of the Credit Agreement as  a result of the Borrower having an amount of Unrestricted Cash less than or equal to $10,000,000,  provided always, that the Borrower maintains at least $9,000,000 of Unrestricted Cash at all times  during the Waiver Period.    You have further requested that we:    (a) waive Section 8.l(e) of the Credit Agreement  and the Credit  Parties'  obligation  to  diligently pursue, in all respects, all mining and related activities in respect of the Project, as  contemplated by the most recent Model delivered by the Borrower to the Lender, for the duration  of the Waiver Period;  





 






-3-  Exhibit 10.1    (b) waive Section 9.1(e) of the Credit Agreement with respect to any default (whether now  existing or hereafter occurring) by the Credit Parties of Section 8.1(e) of the Credit Agreement as  a result of the Credit Parties ceasing active mining operations on the Property, for the duration of  the Waiver Period;    (c)  waive the  Borrower's obligation  under  Section  8.l(r) of the  Credit  Agreement  to  remedy to the Lender's satisfaction any breach or deficiency  in meeting the Project Repayment  Covenant, in the manner determined by the Lender, within 60 days after the required delivery date  of the Model, for the duration of the Waiver Period; and    (d)  waive Section  9.1(c)  of  the  Credit  Agreement  solely  with  respect  to Borrower's  obligation under Section 8.1(r) of the Credit Agreement to remedy to the Lender's satisfaction any  breach or deficiency  in meeting the Project Repayment  Covenant, in the manner determined  by  the Lender, within 60 days after the required delivery date of the Model, for the duration of the  Waiver Period.    Accordingly, we hereby:    (a) waive Section 8.l(q)(ii) of the Credit Agreement and the Borrower's obligation to  maintain Unrestricted Cash greater than $10,000,000 during the Waiver Period, provided always,  that the Borrower maintains at least $9,000,000 of Unrestricted Cash at all times during the Waiver  Period;    (b) waive Section 9.1(c) of the Credit Agreement with respect to any default (whether now  existing or hereafter occurring) by the Borrower of Section 8.1(q)(ii) of the Credit Agreement as  a result of the Borrower having an amount of Unrestricted Cash less than or equal to $10,000,000,  provided always, that the Borrower maintains at least $9,000,000 of Unrestricted Cash at all times  during the Waiver Period;    (c) waive Section 8.1(e) of the Credit Agreement and the Credit Parties' obligation to  diligently pursue, in all respects, all mining and related activities in respect of the Project, as  contemplated by the most recent Model delivered by the Borrower to the Lender, for the duration  of the Waiver Period;    (d) waive Section 9.1(e) of the Credit Agreement with respect to any default (whether now  existing or hereafter occurring) by the Credit Parties of Section 8.1(e) of the Credit Agreement as  a result of the Credit Parties ceasing active mining operations on the Property, for the duration of  the Waiver Period;    (e)  waive the Borrower's obligation under Section 8.l(r) of the Credit Agreement to  remedy to the Lender's satisfaction any breach or deficiency in meeting the Project Repayment  Covenant, in the manner determined by the Lender, within 60 days after the required delivery date  of the Model, for the duration of the Waiver Period; and    (f)  waive Section 9.1(c) of the Credit Agreement solely with respect to Borrower's  obligation under Section 8.1(r) of the Credit Agreement to remedy to the Lender's satisfaction any  breach or deficiency in meeting the Project Repayment Covenant, in the manner determined by  





 






-4-  Exhibit 10.1    the Lender, within 60 days after the required delivery date of the Model, for the duration of the  Waiver Period.    For clarity, (a) the waiver above in respect of the Borrower's obligation under Section  8.l(r) of the Credit Agreement to remedy to the Lender's satisfaction any breach or deficiency in  meeting the Project Repayment Covenant shall not constitute a waiver of the Borrower's  obligations thereunder to deliver an updated Model as contemplated therein, and (b) each waiver  provided herein shall expire and be of no further force and effect after the expiry of the Waiver  Period. The foregoing waivers set forth herein are limited to the provisions and circumstances  specifically described herein and nothing in any such waiver is intended or shall be construed to  be a waiver by the Lender of any Default or Event of Default (except those described herein above)  which may currently exist or hereafter occur.  The granting of such waivers shall not affect any  other provisions of the Credit Agreement or any other Facility Document and shall not establish a  course of dealing between the Borrower and the Lender.    Except as herein modified, the Credit Agreement shall remain in full force and effect. By  signing this letter each Credit Party confirms that any Security Document or guarantee created or  given by it under a Facility Document will continue in full force and effect notwithstanding the  waivers given by the Lender under this waiver.    The Credit Parties hereby agree to promptly on demand pay the Lender the amount of all  costs and expenses (including legal fees) reasonably incurred by any of them in connection with  the negotiation, preparation and execution of this waiver.    This waiver shall be governed by and construed in accordance with the laws of the Province  of Ontario and the federal laws of Canada applicable therein.    This waiver shall be binding upon and inure to the benefit of the Credit Parties and the  Lender and their respective successors and permitted assigns.  This waiver may not be assigned by  the Credit Parties without the prior written consent of the Lender.    This waiver may be executed by facsimile or other electronic means and in counterparts,  each of which shall be considered an original and which taken together shall constitute a single  agreement.    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]  





 






Waiver Signature Page  Exhibit 10.1    Very truly yours,    SPROTT PRIVATE RESOURCE  LENDING II (COLLECTOR), LP, by  its general partner, SPROTT RESOURCE  LENDING CORP.       Per: /s/ Narinder Nagra     Authorized Signatory    Per: /s/ Jim Grosdanis     Authorized Signatory        ACKNOWLEDGED AND AGREED BY:    HRYCROFT MINING HOLDING CORPORATION      By: /s/ Stanton K. Rideout  Name: Stanton Rideout  Title: Executive Vice President and   Chief Financial Officer    AUTUR GOLD CORPORATION (f/k/a Muds Acquisition Sub, Inc.)      By: /s/ Stanton K. Rideout  Name: Stanton Rideout  Title: Executive Vice President and   Chief Financial Officer    AuxAg MINING CORPORATION (f/k/a Muds Holdco, Inc.)      By: /s/ Stanton K. Rideout  Name: Stanton Rideout  Title: Executive Vice President and   Chief Financial Officer  





 






Waiver Signature Page  Exhibit 10.1    HYCROFT RESOURCES & DEVELOPMENT, LLC      By: /s/ Stanton K. Rideout  Name: Stanton Rideout  Title: Executive Vice President and   Chief Financial Officer    ALLIED VGH LLC      By: /s/ Stanton K. Rideout  Name: Stanton Rideout  Title: Executive Vice President and   Chief Financial Officer