Exhibit 4.1


 


HYCROFT MINING HOLDING CORPORATION


 


January 19, 2021


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


Re:       WARRANT
ADJUSTMENT CERTIFICATE


 


Ladies and Gentlemen:


 


BACKGROUND


 


This certificate is
given pursuant to Section 5.2 of that certain Warrant Agreement, dated as of October 22, 2015 (the “Warrant Agreement”),
between Hycroft Mining Corporation, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation,
and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, together as Warrant Agent.
Capitalized terms used and not defined herein have the meanings ascribed to them in the Warrant Agreement.


 


On May 29, 2020,
pursuant to that certain Purchase Agreement, dated as of January 13, 2020 and amended as of February 26, 2020 (as amended,
the “Purchase Agreement”), between the Company, Mudrick Capital Acquisition Corporation, a Delaware corporation (“MUDS”),
and MUDS Acquisition Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Acquisition
Sub”), the parties thereto consummated the business combination contemplated thereby, whereby, among other things, Acquisition
Sub acquired from the Company the issued and outstanding equity interests of the Company’s direct subsidiaries and Acquisition
Sub acquired substantially all of the other assets and assumed substantially all of the liabilities of the Company. In connection
with the consummation of the business combination, the Company adopted a plan of dissolution and liquidation and filed a certificate
of dissolution with the Secretary of State of the State of Delaware and therefore no longer exists. MUDS was a blank check company
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. In connection with the consummation of the business combination, MUDS changed
its name to “Hycroft Mining Holding Corporation.” MUDS is hereinafter referred to as “HYMC” where the reference
is to a time after the consummation of the business combination. Upon consummation of the business combination, (1) HYMC assumed
the Company’s liabilities and obligations under the Warrant Agreement and (2) Continental Stock Transfer &
Trust Company became the new Warrant Agent under the Warrant Agreement.


 


On May 29, 2020,
the stockholders of HYMC authorized the issuance of up to 2,508,002 shares of HYMC’s Class A Common Stock, par value
$0.0001 per share (the “Common Stock) pursuant to the Hycroft Mining Holding Corporation Incentive and Performance Plan (“Incentive
Plan”). Potential recipients of awards under the Incentive Plan may be issued to Restricted Persons within the meaning of
Section 1.1(aaa) of the Warrant Agreement.


 






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On October 6,
2020, the HYMC completed a registered public offering of 9,583,334 units (the “October 2020 Offering”), at a price
to the public of $9.00 per unit. Each unit consisted of one share of HYMC’s Class A Common Stock, par value $0.0001
per share (the “Common Stock) and one warrant to purchase one share of Common Stock at an exercise price of $10.50 per share
(the “New Warrants”). Certain of the units were sold in the October 2020 Offering to Restricted Persons within
the meaning of Section 1.1(aaa) of the Warrant Agreement and on November 9, 2020, HYMC issued a Warrant Adjustment Certificate
reflecting adjustments to the Cheap Stock Factor, exercise price and number of shares into which warrants issued under the Warrant
Agreement were exercisable following the October 2020 Offering.


 


Since up to 2,508,002
shares of Common Stock, including Options or other securities convertible into shares of Common Stock, issuable under the Incentive
Plan may be issued to Restricted Persons, HYMC has elected to prospectively deem all shares of Common Stock authorized for issuance
under the Incentive Plan as Additional Shares of New Common Stock deemed to be issued to Restricted Persons pursuant to Section 5.1(c)(i) of
the Warrant Agreement and to make prospectively the associated adjustments to the Per Warrant Share Number, the Exercise Price
and the number of shares of New Common Stock, subject to the expressly reserved right to make readjustments pursuant to Section 5.1(c)(iv)(C) of
the Warrant Agreement with respect to authorized shares of Common Stock that are determined not to be issued to Restricted Persons
under the Incentive Plan.


 


Per the Warrant Agreement,
the prospective deemed issuance of Additional Shares of New Common Stock would require that an adjustment be made to the Cheap
Stock Factor, exercise price and number of shares into which warrants issued under the Warrant Agreement are exercisable.


 


CERTIFICATION


 


HYMC has elected to
prospectively deem all shares of Common Stock authorized for issuance under the Incentive Plan as Additional Shares of New Common
Stock deemed to be issued to Restricted Persons pursuant to Section 5.1(c)(i) of the Warrant Agreement. Accordingly,
pursuant to Section 5.2 of the Warrant Agreement, the undersigned executive officer of HYMC, hereby certifies solely in such
capacity and not in an individual capacity, on behalf of HYMC, that, as of date first written above:


 


1.            Stanton
Rideout is the duly appointed Executive Vice President and Chief Financial Officer of HYMC.


 


2.            HYMC
has elected to prospectively deem all shares of Common Stock authorized for issuance under the Incentive Plan as Additional Shares
of New Common Stock deemed to be issued to Restricted Persons pursuant to Section 5.1(c)(i) of the Warrant Agreement.


 






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The
Initial Share Number, the issuance and deemed issuance of 2,508,002 shares of New Common Stock to Restricted Persons, the Cheap
Stock Factor, the Cheap Stock Factor adjustment fraction, the Per Warrant Share Number, the Exercise Price and the number of shares
of New Common Stock, are as follows:


 


	Cheap Stock Factor Adjustment Fraction [Section 5.1(c)]	 
	Numerator	 
	Initial Share Number	50,160,143
	 	 
	Number of shares of new Common Stock issued in October 2020 Offering	9,583,334
	Number of shares of new Common Stock to be issued upon exercise of outstanding warrants, other than Warrants	34,289,898  
	Initial number of shares of new Common Stock to be issued upon exercise of Warrants pre-adjustments	3,210,213
	Number of shares of New Common Stock to be issued upon exercise of October 2020 Offering Warrants	9,583,334
	Fully diluted number of shares of Common Stock outstanding immediately prior to issuance or deemed issuance to Restricted Persons of New Common Stock under Incentive Plan	106,826,922 
	Denominator 	 
	 	 
	(I) Fully diluted number of shares of Common Stock outstanding immediately prior to issuance or deemed issuance to Restricted Persons of New Common Stock under Incentive Plan	106,826,922
	Plus	 
	(II) Fully diluted number of shares of Common Stock outstanding immediately after issuance or deemed issuance to Restricted Persons of New Common Stock under Incentive Plan	2,508,002
	   	109,334,924 
	 	 
	Cheap Stock Factor Adjustment Fraction	0.97706



 






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The
Cheap Stock Factor was therefore reduced by the adjustment fraction of 0.97706 and applying such Cheap Stock Factor adjustment
fraction (i) the Exercise Price is reduced, (ii) Per Warrant Share Number is increased, and (iii) the number of
shares of New Common Stock to be acquired upon exercise of the Warrants is increased, as follows:


 


	 	Pre-Adjustment

 (upon 

Assumption)	October

Issuance, 
 As Adjusted	Cumulative, 
 As Adjusted
	Cheap Stock Factor	1.0000	0.92058	0.89946
	Per Warrant Share Number	0.25234	0.27411	0.28055
	Exercise Price	$44.82	$41.26	$40.31
	Number of shares of New Common Stock to be issued upon exercise of Warrants	3,210,213	3,487,168 	3,569,051 



 


DIRECTION TO WARRANT AGENT


 


Pursuant to Section 5.2(ii) of
the Warrant Agreement, you are hereby directed as Warrant Agent to give written notice to each Registered Holder in the manner
provided in Section 10.2 of the Warrant Agreement, which notice shall state the information herein provided.


 


	 	HYCROFT MINING HOLDING CORPORATION
	 	 
	 	 
	 	By:	/s/ Stanton Rideout
	 	 	Stanton Rideout, Executive Vice President and Chief Financial Officer




 



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