Exhibit 10.3


 


FIRST AMENDMENT TO


 


WARRANT AGREEMENT


 


This FIRST AMENDMENT, dated
as of April 8, 2022 (this “Amendment”), by and between Hycroft Mining Holding Corporation, a Delaware corporation (the
“Company”), and 2176423 Ontario Ltd., an Ontario corporation (the “Holder”), amends that certain
Warrant Agreement entered into as of March 14, 2022, by and between the Company and the Holder (the “Agreement”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.


 


RECITALS


 


WHEREAS, pursuant to Subsection
9.8 of the Agreement, the Agreement may be amended upon the written consent of the Company and the Holder;


 


WHEREAS, the parties desire
to replace and remove the Company as warrant agent under the Agreement and substitute and appoint Continental Stock Transfer & Trust
Company, a New York corporation, to act as warrant agent under the Agreement on behalf of the Company (the “Warrant Agent”);
and


 


WHEREAS, the Warrant Agent
is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants pursuant
to and in accordance with the Agreement.


 


NOW, THEREFORE, BE IT RESOLVED,
in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:


 


1.            
Amendment and Restatement.    The following sections and subsections of the Agreement are amended and restated to
replace the Company as warrant agent under the Agreement with the Warrant Agent: Subsection 2.3.1, Subsection 2.3.2, Subsection
3.3.1, Subsection 3.3.4, Subsection 3.3.5, Section 4.4, Section 4.5, Section 5.1, Section 5.2,
Section 5.3, Section 7.2, Section 8.1, Section 9.1, Section 9.2, and Section 9.5, so that the
Warrant Agent may perform the duties and assume the responsibilities of the warrant agent under the Agreement in all respects. For the
avoidance of doubt, the address for notices pursuant to Section 9.2 shall be deleted and replaced with the following:


 


Continental Stock Transfer & Trust
Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 






     


     


    

 


2.             
Appointment of Warrant Agent.    The Company hereby appoints the Warrant Agent to act as agent for the Company for
the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in the Agreement.


 


3.            
Miscellaneous.


 


(a)              
Full Force and Effect. Except as expressly set forth herein, this Amendment does not constitute a waiver or modification
of any provision of the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance
with the provisions thereof on the date hereof. As used in the Agreement, the terms “the Agreement,” “herein,”
“hereof,” “hereinafter,” “hereto” and words of similar import, shall, unless the context otherwise
requires, mean the Agreement as amended by this Amendment. References to the terms “Agreement” appearing in the Exhibits or
Schedules to the Agreement, shall, unless the context otherwise requires, mean the Agreement as amended by this Amendment.


 


(b)              
Headings and Terms. The headings in this Amendment are for purposes of reference only and shall not be considered in construing
this Amendment. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.


 


(c)              
Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered
shall constitute an original and all together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or
other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.


 


(d)              
Law Governing. This Amendment shall be construed and enforced in accordance with and shall be governed by the laws and in
the manner of the Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.


 


	 	COMPANY:
	 	 
	 	HYCROFT MINING HOLDING CORPORATION
	 	 
	 	By:	/s/
    Stanton Rideout
	 	Name:	Stanton Rideout
	 	Title:	Chief Financial Officer
	 	 
	 	HOLDER:
	 	 
	 	2176423 ONTARIO LTD.
	 	 
	 	By:	/s/ Eric
    Sprott
	 	Name:	Eric Sprott
	 	Title:	Director & President
	 	 
	 	WARRANT AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY
	 	 
	 	By:	/s/ Margaret B.
    Lloyd
	 	Name:	Margaret B. Lloyd
	 	Title:	Vice President