Letter Agreement, dated March 9, 2023, by and among the registrant and Sprott Private Resource Lending II (Collector), LP and Sprott Private Resource Lending II (Co) Inc

Exhibit 10.1

SPROTT PRIVATE RESOURCE LENDING II (COLLECTOR), LP

SPROTT PRIVATE RESOURCE LENDING II (CO) INC.

200 Bay Street

Suite 2600

Toronto, ON M5J 2J1

March 9, 2023

CONFIDENTIAL

Hycroft Mining Holding Corporation

Autar Gold Corporation (f/k/a Muds Acquisition Sub, Inc.)

AuxAg Mining Corporation (f/k/a Muds Holdco, Inc.)

Hycroft Resources & Development, LLC

Allied VGH LLC

c/o Hycroft Mining Holding Corporation

P.O. Box 3030

Winnemucca, NV 89446

Ladies and Gentlemen:

Reference is made to (i) 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 HYCROFT 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, and (ii) that certain letter agreement, dated as of May 3, 2022 (by and between the Lender, the Borrower and the other Credit Parties party thereto. Capitalized terms used but not otherwise defined in this letter agreement (this “Waiver and Amendment”) shall have the respective meanings ascribed thereto in the Credit Agreement or that certain Royalty Agreement, dated as of May 29, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Royalty Agreement”), by and between Borrower, as “Parent” thereunder, HYCROFT RESOURCES & DEVELOPMENT, LLC, a Delaware limited liability company (the “Owner”), and SPROTT PRIVATE RESOURCE LENDING II (CO) INC., a corporation existing under the laws of Ontario (the “Royalty Payee,” and together with Borrower and Owner, collectively, the “Royalty Agreement Parties”). For the avoidance of doubt, where applicable, the term Credit Parties shall include the Borrower and the Owner in their capacities as parties to the Royalty Agreement.

You have acknowledged that, prior to giving effect to this Waiver and Amendment:

You have requested that we waive Section 8.2(g), Section 8.2(h) and Section 8.2(k) of the Credit Agreement with respect to your contemplated transactions to effect a reverse split of your Common Stock (the “Reverse Split”) and to amend your Constating Documents as required to effect the Reverse Split (the “Constating Documents Amendment”).

Accordingly, we hereby waive Section 8.2(g), Section 8.2(h) and Section 8.2(k) of the Credit Agreement with respect to the consummation of the Reverse Split and the Constating Documents Amendment.

The Borrower represents and warrants that no Default or Event of Default has occurred and is continuing.

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 Waiver and Amendment, 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 and Amendment.

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 and Amendment.

This Waiver and Amendment and each of the Prior Waivers constitutes a Financing Document.

This Waiver and Amendment, as it relates to the Credit Agreement, any other Facility Document, any waiver thereunder or otherwise, 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 and Amendment shall be binding upon and inure to the benefit of the Credit Parties, the Lender, the Royalty Agreement Parties and their respective successors and permitted assigns. This Waiver and Amendment, as it relates to the Credit Agreement, any other Facility Document or otherwise, may not be assigned by the Credit Parties without the prior written consent of the Lender.

This Waiver and Amendment 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.

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