METCL Ramaco Resources Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported): November 27, 2024

 

Ramaco Resources, Inc.

(Exact name of Registrant as specified in its Charter)

 

Delaware	001-38003	38-4018838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

250 West Main Street, Suite 1900

Lexington, Kentucky 40507

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (859) 244-7455

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value	METC	Nasdaq Global Select Market
Class B common stock, $0.01 par value	METCB	Nasdaq Global Select Market
9.00% Senior Notes due 2026	METCL	Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company       ¨ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Second Supplemental Indenture

 

On November 27, 2024, Ramaco Resources, Inc. (the “Company”) completed the previously announced offering (the “Offering”) of $50,000,000, in the aggregate, of the Company’s 8.375% Senior Notes due 2029 (the “Notes”).

 

The Notes were sold pursuant to the Company’s shelf Registration Statement on Form S-3, as amended (File No. 333-274324), which was declared effective by the Securities and Exchange Commission (the “Commission”) on September 29, 2023. The Notes were issued pursuant to a second supplemental indenture between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), entered into on November 27, 2024 (the “Second Supplemental Indenture”), that supplements the Indenture by and between the Company and the Trustee, dated as of July 13, 2021 (the “Base Indenture” and, together with the Second Supplemental Indenture, the “Indenture”).

 

The public offering price of the Notes was $25.00 per Note, which is 100% of the principal amount.  The Company will receive net proceeds after discounts, commissions, and the payment of a structuring fee payable pursuant to a Structuring Fee Agreement described below, but before expenses, of approximately $48,000,000. The proceeds will be used for general corporate purposes, including funding future investments, making capital expenditures and funding working capital.

 

The Notes bear interest at the rate of 8.375% per annum. Interest on the Notes is payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing January 30, 2025. The Notes will mature on November 30, 2029.

 

The Company may, at its option, at any time and from time to time, on or after November 30, 2026, redeem the Notes in whole or in part on not less than 10 nor more than 60 days’ prior notice mailed to the holders of the Notes. The Notes will be redeemable at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to, but not including the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. If the Company is redeeming less than all of the Notes, the Trustee will select the Notes to be redeemed in accordance with the terms set forth in the Indenture.

 

The Indenture also contains customary event of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes may declare the Notes to be immediately due and payable. The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.

 

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of Note. Copies of the Base Indenture, the Second Supplemental Indenture and the form of Note are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.2.1, respectively, and are incorporated herein by reference. A copy of the opinion of ArentFox Schiff LLP relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

Structuring Fee Agreement

 

In connection with the Offering, on November 27, 2024, the Company entered into a structuring fee agreement (the “Structuring Fee Agreement”) with Lucid Capital Markets, LLC (“Lucid”), the lead book-running manager in the Offering. Pursuant to the Structuring Fee Agreement, the Company agreed to pay Lucid a structuring fee equal to 0.50% of the gross proceeds of the Offering in consideration of the services provided by Lucid relating to the evaluation, analysis and structuring of the Notes in connection with the Offering and related transactions thereto. Under the terms of an indemnification agreement forming part of the Structuring Fee Agreement, the Company agreed to indemnify Lucid and its affiliates against certain liabilities arising out of the services Lucid performed pursuant to and in accordance with the Structuring Fee Agreement.

 

The foregoing description of the Structuring Fee Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Structuring Fee Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information regarding the Notes and the Indenture set forth in Item 1.01 is incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

 

On November 27, 2024, the Company issued a press release announcing the completion of the offering. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

 

None of the information furnished in this Item 7.01 will be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
4.1		Indenture dated as of July 13, 2021, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 13, 2021).
4.2		Second Supplemental Indenture dated as of November 27, 2024, between Ramaco Resources, Inc. and Wilmington Savings Fund Society , FSB, as trustee.
4.2.1		Form of  8.375% Senior Note due 2029 (included as Exhibit A to Exhibit 4.2 above).
5.1		ArentFox Schiff LLP Legal Opinion
10.1		Structuring Fee Agreement dated November 27, 2024, between Ramaco Resources, Inc. and Lucid Capital Markets, LLC
23.1		Consent of ArentFox Schiff LLP (included in Exhibit 5.1)
99.1		Press release issued by Ramaco Resources, Inc., dated November 27, 2024.
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

  

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Ramaco Resources, Inc.
	By:	/s/ Randall W. Atkins
		Name: Randall W. Atkins
		Title: Chairman and Chief Executive Officer

 

Date: November 27, 2024

 

 

 

Exhibit 4.2

 

RAMACO RESOURCES, INC.

and

WILMINGTON SAVINGS FUND SOCIETY, FSB

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 27, 2024

to the Indenture dated as of July 13, 2021

8.375% Senior Notes due 2029

 

TABLE OF CONTENTS

 

ARTICLE 1 APPLICATION OF SECOND SUPPLEMENTAL INDENTURE  AND CREATION OF THE NOTES	2
Section 1.01.   Application of Second Supplemental Indenture.	2
Section 1.02.   Creation of the Notes.	2
ARTICLE 2 DEFINITIONS	2
Section 2.01.   Certain Terms Defined in the Base Indenture.	2
Section 2.02.   Definitions.	2
ARTICLE 3 FORM AND TERMS OF THE NOTES	3
Section 3.01.   Form and Dating.	3
Section 3.02.   Terms of the Notes.	3
Section 3.03.   Optional Redemption.	5
Section 3.04.   Optional Redemption Upon Change of Control.	5
Section 3.05.   Open Market Repurchases.	6
ARTICLE 4 CERTAIN COVENANTS	6
Section 4.01.   Merger, Consolidation or Sale of Assets.	7
Section 4.02.   Reporting.	7
Section 4.03.   Payment of Taxes.	7
ARTICLE 5 EVENTS OF DEFAULT	8
Section 5.01.   Events of Default.	8
ARTICLE 6 MISCELLANEOUS	9
Section 6.01.   Trust Indenture Act Controls.	9
Section 6.02.   New York Law to Govern.	9
Section 6.03.   Counterparts.	9
Section 6.04.   Severability.	10
Section 6.05.   Ratification.	10
Section 6.06.   Effectiveness.	10
Section 6.07.   Trustee Makes No Representation.	10
Section 6.08.   Electronic Means.	10
Section 6.09.   OFAC Certification and Covenants.	11
EXHIBIT A Form of 8.375% Senior Note due 2029	A-1

 

 

SECOND SUPPLEMENTAL INDENTURE

 

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 27, 2024, between Ramaco Resources, Inc., a Delaware corporation (the “Company”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).

 

RECITALS OF THE COMPANY

 

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of July 13, 2021 (the “Base Indenture” and, together with the Second Supplemental Indenture, the “Indenture”) to provide for the issuance by the Company from time to time of Securities to be issued in one or more series as provided in the Indenture;

 

WHEREAS, Section 9.1 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into one or more indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1 of the Base Indenture;

 

WHEREAS, the Company desires to execute this Second Supplemental Indenture, pursuant to Section 2.1 of the Base Indenture, to establish the form and, pursuant to Section 3.1 of the Base Indenture, to provide for the issuance, of a series of its senior notes designated as its 8.375% Senior Notes due 2029 (the “Notes”), in an initial aggregate principal amount of $50,000,000. The Notes are a series of Securities as referred to in Section 3.1 of the Base Indenture.

 

WHEREAS, the Company has requested and hereby requests that the Trustee execute and deliver this Second Supplemental Indenture;

 

WHEREAS, the execution and delivery of this Second Supplemental Indenture has been duly authorized by the Company and all things necessary have been done by the Company to make this Second Supplemental Indenture, when executed and delivered by the Company, a valid and binding supplement to the Base Indenture and agreement of the Company;

 

WHEREAS, all things necessary have been done by the Company to make the Notes, when executed by the Company and authenticated and delivered by the Trustee in accordance with the provisions of the Base Indenture, the valid and binding obligations of the Company; and

 

WHEREAS, all conditions precedent provided for in the Base Indenture relating to this Second Supplemental Indenture have been complied with.

 

NOW, THEREFORE, in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:

 

 

ARTICLE 1
APPLICATION OF SECOND SUPPLEMENTAL INDENTURE
AND CREATION OF THE NOTES

 

Section 1.01.          Application of Second Supplemental Indenture.

 

Notwithstanding any other provision of this Second Supplemental Indenture, all provisions of this Second Supplemental Indenture with specific Article numbers or Section numbers refer to Articles and Sections contained in this Second Supplemental Indenture and not the Base Indenture or any other document. All Initial Notes and Additional Notes, if any, shall be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Notwithstanding any other provision of this Second Supplemental Indenture, the provisions of this Second Supplemental Indenture, including the covenants set forth herein, are expressly and solely for the benefit of the Holders of the Notes established by this Second Supplemental Indenture.

 

Section 1.02.          Creation of the Notes. In accordance with Sections 2.1 and 3.1 of the Base Indenture, the Company hereby creates the Notes as a separate series of its Securities issued pursuant to the Indenture, as supplemented by this Second Supplemental Indenture. The Notes shall be issued initially in an aggregate principal amount of $50,000,000.

 

ARTICLE 2
DEFINITIONS

 

Section 2.01.          Certain Terms Defined in the Base Indenture.

 

For purposes of this Second Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Base Indenture.

 

Section 2.02.          Definitions. a) For the benefit of the Holders of the Notes, the following terms shall have the meanings set forth in this Section 2.02:

 

“Additional Notes” has the meaning specified in Section 3.02(b) of this Second Supplemental Indenture.

 

“Authorized Officers” has the meaning specified in Section 6.08 of this Second Supplemental Indenture.

 

“Change of Control” has the meaning specified in Section 3.04 of this Second Supplemental Indenture.

 

“Continuing Director” means a director who either was a member of the board of directors of the Company on the Issue Date or who becomes a member of the Board of Directors subsequent to that date and whose election, appointment or nomination for election by the stockholders of the Company is duly approved by a majority of the continuing directors on the Board of Directors at the time of such approval by such election or appointment.

 

“Depositary” has the meaning specified in Section 3.01(c) of this Second Supplemental Indenture.

 

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services under the Base Indenture, as supplemented by this Second Supplemental Indenture.

 

“Global Notes” means the Notes in the form of Global Securities issued to the Depositary or its nominee, substantially in the form of Exhibit A of this Second Supplemental Indenture.

 

“Initial Notes” has the meaning specified in Section 3.02(b) of this Second Supplemental Indenture.

 

“Instructions” has the meaning specified in Section 6.08 of this Second Supplemental Indenture.

 

“Issue Date” means November 27, 2024, the original issue date of the Notes.

 

“Notes” has the meaning specified in the recitals of this Second Supplemental Indenture.

 

 

“Notes Par Call Date” has the meaning specified in Section 3.03(b) of this Second Supplemental Indenture.

 

“OFAC” has the meaning specified in Section 6.09(a) of this Second Supplemental Indenture.

 

“Sanctions” has the meaning specified in Section 6.09(a) of this Second Supplemental Indenture.

 

“Surviving Person” has the meaning specified in Section 4.01(a) of this Second Supplemental Indenture.

 

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

 

ARTICLE 3
FORM AND TERMS OF THE NOTES

 

Section 3.01.          Form and Dating.

 

a)            Form. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf of the Company by an Officer of the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes and any beneficial interest in the Notes shall be in minimum denominations of $25.00 and integral multiples of $25.00 in excess thereof.

 

b)            Base Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Base Indenture, and the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

 

c)            Global Notes. The Notes shall be issued initially in the form of fully registered Global Securities, which shall be deposited on behalf of the purchasers of the Notes represented thereby with The Depository Trust Company, New York, New York (the “Depositary”) or its custodian and registered in the name of Cede & Co., the Depositary’s nominee, duly executed by the Company and authenticated by the Trustee.

 

d)            Book-Entry Provisions. This Section 3.01(d) shall apply only to the Global Notes deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 3.01(d), authenticate and deliver the Global Notes that shall be registered in the name of the Depositary or the nominee of the Depositary and shall be delivered by the Trustee to the Depositary or its custodian.

 

e)            Paying Agent. The Company initially appoints the Trustee as Paying Agent for the payment of the principal of (and premium, if any) and interest on the Notes and the Corporate Trust Office of the Trustee, is hereby designated as the Place of Payment where the Notes may be presented for payment.

 

Section 3.02.          Terms of the Notes.

 

The following terms relating to the Notes are hereby established:

 

a)            Title. The Notes shall constitute a series of Securities having the title “8.375% Senior Notes due 2029”.

 

 

b)            Principal Amount. The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (the “Initial Notes”) shall be $50,000,000 (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same terms as to status, redemption or otherwise (except the price to public, the issue date and, if applicable, the initial interest accrual date and the initial interest payment date) that may constitute a single fungible series with the Initial Notes; provided that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have one or more separate CUSIP numbers. Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes unless the context otherwise requires.

 

c)            Maturity Date. The entire outstanding principal amount of the Notes shall be payable on November 30, 2029 (the “Maturity Date”).

 

d)            Interest Rate. The rate at which the Notes shall bear interest shall be 8.375% per annum; the date from which interest shall accrue on the Notes shall be November 27, 2024, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be January 30, April 30, July 30 and October 30 of each year and on the Maturity Date, beginning January 30, 2025; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose names the Notes (or predecessor Notes) are registered (which shall initially be the Depositary) at the close of business on the Regular Record Date for such interest, which shall be the January 15, April 15, July 15 or October 15 (whether or not a Business Day), as the case may be, preceding such Interest Payment Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. For so long as the Notes are represented in global form by one or more Global Securities, all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security representing such Notes. In the event that definitive Notes shall have been issued, all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the accounts of the registered Holders thereof; provided, that the Company may elect to make such payments at the office of the Paying Agent in the City of Wilmington, Delaware; and provided further, that the Company may at its option pay interest by check to the registered address of each Holder of a definitive Note.

 

e)            Currency. The currency of denomination of the Notes is United States Dollars. Payment of principal of and interest and premium, if any, on the Notes shall be made in United States Dollars.

 

f)             Sinking Fund. The Notes are not subject to any sinking fund.

 

g)            Additional Interest. At the Company’s election, the sole remedy with respect to an Event of Default due to a failure to comply with reporting requirements under the Trust Indenture Act or under Section 4.02 below, for the first 180 calendar days after the occurrence of such Event of Default, consists exclusively of the right to receive additional interest on the Notes at an annual rate equal to (1) 0.25% for the first 90 calendar days after such default and (2) 0.50% for calendar days 91 through 180 after such default. On the 181st day after such Event of Default, if such violation is not cured or waived, the Trustee or the Holders of not less than 25% of the outstanding principal amount of the Notes may declare the principal, together with accrued and unpaid interest, if any, on the Notes to be due and payable immediately. If the Company chooses to pay such additional interest, the Company must notify the Trustee and the Holders of the Notes by certificate of the Company’s election at any time on or before the close of business on the first business day following the Event of Default and the Company shall deliver to the trustee an Officer’s Certificate (upon which the Trustee may rely conclusively) to that effect stating (i) the amount of such additional interest that is payable and (ii) the date on which such additional interest is payable. Unless and until the Trustee receives such a certificate, the Trustee may assume without inquiry that no such additional interest is payable and the Trustee shall not have any duty to verify the Company’s calculations of additional interest.

 

 

Section 3.03.          Optional Redemption.

 

a)            The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes.

 

b)            Except as provided in Section 3.04 below, the Notes shall not be redeemable by the Company at its option prior to November 30, 2026 (the “Notes Par Call Date”).

 

c)            The Notes shall be redeemable in whole or in part, at any time and from time to time at the Company’s option on or after November 30, 2026 and prior to the Maturity Date, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date.

 

d)            In each case, redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the Redemption Date. If less than all of the Notes are to be redeemed, the particular Notes to be redeemed will be selected not more than 45 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, subject to the applicable procedures of the Depositary, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify us in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.

 

e)            Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.

 

Section 3.04.          Optional Redemption Upon Change of Control.

 

a)            The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes.

 

b)            Prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence of a Change of Control, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date.

 

c)            Redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.

 

d)            Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.

 

 

e)            A “Change of Control” will be deemed to have occurred at the time after the Notes are originally issued if:

 

(1)            any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company;

 

(2)            the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;

 

(3)            “Continuing Directors” cease to constitute at least a majority of the Company’s board of directors; or

 

(4)            if after the Notes are initially listed on the Nasdaq or another national securities exchange, the Notes fail, or at any point cease, to be listed on the Nasdaq or such other national securities exchange. For the avoidance of doubt, it shall not be a Change of Control if after the Notes are initially listed on the Nasdaq or another national securities exchange, such Notes are subsequently listed on a different national securities exchange and the prior listing is terminated.

 

Section 3.05.          Open Market Repurchases. Notwithstanding any provision herein or in the Base Indenture to the contrary, the Company may purchase Notes from investors who are willing to sell from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Notes that the Company purchases may, at the Company’s discretion, be held, resold or canceled.

 

ARTICLE 4
CERTAIN COVENANTS

 

The following covenants shall be applicable to the Company for so long as any of the Notes are Outstanding. Nothing in this Article will, however, affect the Company’s rights or obligations under any other provision of the Base Indenture or this Second Supplemental Indenture.

 

 

Section 4.01.          Merger, Consolidation or Sale of Assets.

 

The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless:

 

a)            the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;

 

b)            the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company;

 

c)            immediately before and immediately after giving effect to such transaction or series of related transactions, no default or Event of Default shall have occurred and be continuing; and

 

d)            in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with. The Surviving Person (if other than the Company) will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and the Indenture, and the Company will be automatically and unconditionally released and discharged from its obligations under the Notes and the Indenture.

 

Section 4.02.          Reporting.

 

If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Securities and Exchange Commission, the Company agrees to furnish to Holders and the Trustee, for the period of time during which the Notes are outstanding, its audited annual consolidated financial statements, within 90 days of its fiscal year end, and unaudited interim consolidated financial statements, within 45 days of its fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with Generally Accepted Accounting Principles, as applicable.

 

Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

 

Section 4.03.          Payment of Taxes.

 

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Company or upon the income, profits or property of the Company, except where the failure to do so would not be reasonably expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

 

 

ARTICLE 5
EVENTS OF DEFAULT

 

Section 5.01.          Events of Default.

 

Solely for the benefit of the Holders of the Notes, Section 5.1 of the Base Indenture is hereby deleted in its entirety and replaced with the following:

 

“Section 5.1. Events of Default.

 

“Event of Default”, wherever used herein with respect to the Notes means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

 

(1)            default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

 

(2)            default in the payment of the principal of any Note when due and payable;

 

(3)            default in the performance, or breach, of any covenant of the Company in this Indenture with respect to the Notes, and continuance of such default or breach for a period of 60 days after there has been sent to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Notes, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

 

(4)            the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

 

(5)            the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.

 

The Trustee shall not be deemed to have notice or be charged with knowledge of an Event of Default hereunder (except for those described in paragraphs (1) and (2) above if the Trustee is then the Paying Agent) unless written notice of such default or Event of Default from the Company or any Holder is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.”

 

 

The Trustee may withhold notice to the Holders of any Event of Default, except with respect to Events of Default listed in (1) and (2) above, if the Trustee in good faith determines the withholding of notice to be in the interest of the Holders.

 

ARTICLE 6
MISCELLANEOUS

 

Section 6.01.          Trust Indenture Act Controls.

 

If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Second Supplemental Indenture by the Trust Indenture Act, the required provision shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Second Supplemental Indenture as so modified or to be excluded, as the case may be.

 

Section 6.02.          New York Law to Govern.

 

This Second Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 6.03.          Counterparts.

 

This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall constitute effective execution and delivery of this Second Supplemental Indenture for all purposes. Signatures of the parties hereto that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall be deemed to be their original signatures for all purposes of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original.

 

Anything in the Base Indenture, this Second Supplemental Indenture or the Notes to the contrary notwithstanding, for the purposes of the transactions contemplated by the Base Indenture, this Second Supplemental Indenture, the Notes and any document to be signed in connection with the Base Indenture, this Second Supplemental Indenture or the Notes (including the Trustee’s Certificate of Authentication on the Notes, amendments, waivers, consents and other modifications, Officer’s Certificates, Company Requests, Company Orders and Opinions of Counsel and other issuance, authentication and delivery documents) or the transactions contemplated hereby may be signed by manual signatures that are scanned, photocopied or faxed or other electronic signatures created on an electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each case that is approved by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the keeping of records in electronic form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.

 

 

Section 6.04.          Severability. If any provision of this Second Supplemental Indenture or the Notes shall be held to be illegal or unenforceable under applicable law, then the remaining provisions hereof shall be construed as though such invalid, illegal or unenforceable provision were not contained therein.

 

Section 6.05.          Ratification. The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed. All provisions included in this Second Supplemental Indenture supersede any conflicting provisions included in the Base Indenture, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture.

 

Section 6.06.          Effectiveness. The provisions of this Second Supplemental Indenture shall become effective as of the date hereof.

 

Section 6.07.          Trustee Makes No Representation. The recitals and statements contained herein and in the Notes are made solely by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity, adequacy or sufficiency of this Second Supplemental Indenture or the Notes. The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof. All rights, protections, privileges, indemnities, immunities and benefits granted or afforded to the Trustee under the Base Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted to be taken by the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act under this Second Supplemental Indenture.

 

Section 6.08.          Electronic Means. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the Base Indenture, as supplemented by this Second Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

 

 

Section 6.09.          OFAC Certification and Covenants.

 

a)            The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”).

 

b)            The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers will use any payments made pursuant to the Indenture, as supplemented by this Second Supplemental Indenture, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

 

	RAMACO RESOURCES, INC.
	By:	/s/ Randall W. Atkins
		Name: Randall W. Atkins
		Title: Chairman and Chief Executive Officer

 

[Signature Page to Second Supplemental Indenture (METC)]

 

 

	WILMINGTON SAVINGS FUND SOCIETY, FSB,
	as Trustee
	By:	/s/ Lizbet G. Hinojosa
		Name: Lizbet G. Hinojosa
		Title: Vice President

 

[Signature Page to Second Supplemental Indenture (METC)]

 

 

EXHIBIT A

 

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

RAMACO RESOURCES, INC. 8.375% Senior Note due 2029
No. 1 CUSIP No. 75134P709 ISIN No. US75134P7096		Principal Amount $50,000,000

 

Ramaco Resources, Inc., a Delaware corporation (hereinafter called the “Company”, which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Fifty Million United States Dollars (U.S. $50,000,000) on November 30, 2029 (the “Maturity Date”) and to pay interest thereon from November 27, 2024 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on January 30, April 30, July 30 and October 30 in each year and on the Maturity Date (each an “Interest Payment Date”), beginning January 30, 2025 at the rate of 8.375% per annum, until the principal hereof is paid or duly made available for payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15, April 15, July 15 or October 15 (whether or not a Business Day), as the case may be, preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

 

The amount of interest payable for any interest period, including interest payable for any partial interest period, will be computed on the basis of a 360-day year comprised of twelve 30-day months. If an interest payment date falls on a non-Business Day, the applicable interest payment will be made on the next Business Day and no additional interest will accrue as a result of such delayed payment.

 

Payment of the principal of (and premium, if any) and the interest on this Note shall be made at the designated office of the Trustee (as defined below) at WSFS Bank Center, 500 Delaware Avenue, 11th Floor, Wilmington, Delaware 19801, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, for so long as the Notes are represented in global form by one or more Global Securities, all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security representing such Notes. In the event that definitive Notes shall have been issued, all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the accounts of the registered Holders thereof; provided, that the Company may at its option pay interest by check to the registered address of each Holder of a definitive Note.

 

This Note is one of the duly authorized series of Securities of the Company, designated as the Company’s “8.375% Senior Notes due 2029”, initially limited to an aggregate principal amount of $50,000,000 all issued or to be issued under and pursuant to that certain Indenture (the “Base Indenture”), dated as of July 13, 2021, between the Company and Wilmington Savings Fund Society, FSB, as trustee (hereinafter referred to as the “Trustee”), as supplemented by the Second Supplemental Indenture thereto, dated as of November 27, 2024 (the “Second Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”). Reference is hereby made to the Indenture for a description of the respective rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes.

 

The Notes may not be redeemed prior to the Maturity Date, except as described in Article 3 of the Second Supplemental Indenture.

 

The Notes are not subject to any sinking fund.

 

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

 

 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the right of the Holder of this Note, which is absolute and unconditional, to receive payment of the principal of and interest on this Note at the times herein and in the Indenture prescribed and to institute suit for the enforcement of any such payment unless the Holder of this Note shall have consented to the impairment of such right. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered in the Security register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of any authorized denominations and of a like aggregate principal amount and tenor, shall be issued to the designated transferee or transferees.

 

The Notes are issuable only in registered form without coupons in minimum denominations of $25.00 and integral multiples of $25.00 in excess thereof. Subject to certain limitations therein set forth in the Indenture and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders surrendering the same.

 

No service charge shall be made for any such registration of transfer or for exchange of this Note, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of a Note, other than in certain cases provided in the Indenture.

 

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be released from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the Indenture.

 

This Note shall be governed by and construed in accordance with the laws of the State of New York.

 

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature (which may be scanned, photocopied or faxed or otherwise signed electronically (including by DocuSign or Adobe Sign)) of one of its authorized signatories, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

Dated: November 27, 2024	RAMACO RESOURCES, INC.
	By:
		Name: Randall W. Atkins
		Title: Chairman and Chief Executive Officer

 

[Signature Page to Ramaco Resources, Inc. Global Note]

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

Dated: November 27, 2024	WILMINGTON SAVINGS FUND SOCIETY, FSB,
	as Trustee
	By:
	Name:
	Title:

 

[Authentication Certificate to Ramaco Resources, Inc. Global Note]

 

 

ABBREVIATIONS

 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

 

TEN COM - as tenants in common TEN ENT – as tenants by the entireties JT TEN – as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT - ...Custodian (Cust) (Minor) Under Uniform Gifts to Minor Act (State)

 

Additional abbreviations may also be used though not in the above list.

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

(Please insert Assignee’s legal name)

 

(Please insert Social Security or other identifying number of Assignee)

 

(Please print or typewrite name and address including postal zip code of Assignee) the within Note of RAMACO RESOURCES, INC. and does hereby irrevocably constitute and appoint attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

 

Dated:	Your
	Signature:
	(Sign exactly as your name appears on the face of this Note)

 

[NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.]

 

 

Exhibit 5.1

 

ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006     202.857.6000        MAIN 202.857.6395        FAX     afslaw.com

 

November 27, 2024

 

Board of Directors

Ramaco Resources, Inc.

250 West Main Street, Suite 1800

Lexington, Kentucky 40507

 

Ladies and Gentlemen:

 

We have acted as counsel to Ramaco Resources, Inc., a Delaware corporation (the “Company”), (the “Company”), in connection with the issuance and sale by the Company of up to $50,000,000 aggregate principal amount of 8.375% Senior Notes Due 2029 of the Company (the “Notes”) to be issued under a second supplemental indenture between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), dated as of the date hereof (the “Second Supplemental Indenture”), that supplements the Indenture entered into by and between the Company and the Trustee, dated July 13, 2021 (the “Base Indenture” and, together with the Second Supplemental Indenture, the “Indenture”), and sold to the Underwriters (as defined below) pursuant to the Underwriting Agreement, dated November 21, 2024 (the “Underwriting Agreement”), by and among the Company, on the one hand, and Lucid Capital Markets, LLC as representative for the underwriters named therein (collectively, the “Underwriters”), on the other hand, including up to an additional $7,500,000 aggregate principal amount of the Notes to be issued to the Underwriters upon their exercise of an over-allotment option to purchase additional Notes as set forth in the Underwriting Agreement.

 

In connection with our opinion, we have examined (i) the Registration Statement on Form S-3, Registration No. 333-274324 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”'), which was declared effective on September 29, 2023, and relates to the issuance and sale from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Securities Act, of, among other securities, debt securities; (ii) a prospectus supplement dated November 21, 2024, to the base prospectus dated September 29, 2023 (such prospectus supplement together with such base prospectus, the “Prospectus”) relating to the offer and sale by the Company of (a) $50,000,000 in aggregate principal amount of its Notes and (b) up to an additional $7,500,000 in aggregate principal amount of its Notes for which the Underwriters were granted an over-allotment option; (iii) the Underwriting Agreement; (iv) global certificate deposited with the Trustee that represent the Notes; and (v) such other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for the purposes of this opinion.

 

In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinions in this letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate persons.

 

 

November 27, 2024 Page 2

 

Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that:

 

1. The Notes, when executed and delivered by the Company and duly authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

The foregoing opinions are limited to the laws of the State of New York and the General Corporation Law of Delaware, and we express no opinion as to the laws of any other jurisdiction.

 

The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed on the date hereof and to the reference to us under the caption “Legal Matters” in the Prospectus Supplement and under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. 

 

Sincerely,

 

/s/ ArentFox Schiff, LLP    

 

Exhibit 10.1

 

Execution Version

 

STRUCTURING FEE AGREEMENT

November 27, 2024

 

Lucid Capital Markets, LLC
570 Lexington Ave.
40th Floor
New York, NY 10022

 

Ladies and Gentlemen:

 

This Structuring Fee Agreement (this “Agreement”) is entered into by and between Ramaco Resources, Inc., a Delaware corporation (the “Company”), and Lucid Capital Markets, LLC (“Lucid”). Reference is made to that certain Underwriting Agreement, dated November 21, 2024 (the “Underwriting Agreement”), by and between the Company and Lucid, with respect to the Company’s public offering (the “Offering”) of 8.375% Senior Notes due 2029 (the “Notes”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

 

1.                  Fee.     In consideration of the services provided by Lucid relating to the evaluation, analysis and structuring of the Senior Notes in connection with the Offering and related transactions thereto (the “Services”), the Company shall pay Lucid a structuring fee equal to 0.50% of the gross proceeds of the Offering (including gross proceeds received by the Company from any exercise of the Underwriter’s option to purchase the Optional Securities pursuant to Section 3 of the Underwriting Agreement) (the “Structuring Fee”). The Structuring Fee shall be due and payable to Lucid by wire transfer of immediately available funds on the Initial Closing Date, or, in the alternative, the Structuring Fee may be netted out of the payment made by Lucid to the Company pursuant to Section 3 of the Underwriting Agreement (and, with respect to the portion of the Structuring Fee related to the Optional Securities, each Optional Closing Date, if any). The Company acknowledges and agrees that the Structuring Fee is in addition and unrelated to any underwriting discounts and commissions or other fees that otherwise are or become payable to Lucid in connection with its acting as an underwriter in the Offering, which services are distinct from and unrelated to the Services provided hereunder.

 

2.                  Term.     Subject to Section 11 hereof, this Agreement shall terminate upon the earlier of (i) the payment of the entire amount of the Structuring Fee, as specified in Section 1 hereof, and (ii) the termination of the Offering pursuant to the Underwriting Agreement; provided, however, that Sections 3,4 and 5 hereof shall survive the termination, expiration and supersession of this Agreement.

 

3.                  Indemnification.     The Company agrees to the indemnification and other agreements set forth in the Indemnification Agreement attached hereto as Annex A, the provisions of which are incorporated herein by reference and shall survive the termination, expiration or supersession of this Agreement.

 

4.                  No Fiduciary Duty.     The Company hereby acknowledges that, in connection with the engagement of Lucid pursuant to this Agreement, Lucid is acting in a capacity as an independent contractor and not in any other capacity, including as a fiduciary. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether Lucid has advised or is currently advising the Company on related or other matters). Additionally, the Company acknowledges that Lucid is not (i) acting as a fiduciary to, or an agent of, the Company; or (ii) advising the Company or any of its affiliates as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own respective independent investigation and appraisal of the transactions contemplated hereby, and the Company acknowledges that Lucid shall not have any responsibility or liability to the Company with respect thereto.

 

 

5.                  Confidentiality.     Except as required by applicable law or judicial process, any evaluations and analyses to be provided by Lucid under this Agreement and not disclosed in the Registration Statement related to the Offering shall not be disclosed publicly or made available to third parties (other than to (i) officers and directors of the Company and (ii) counsel, accountants, underwriters and consultants engaged by the Company) without the prior approval of Lucid and accordingly, such information shall not be relied upon by any person or entity other than the Company.

 

6.                  Not Exclusive.     Nothing herein shall be construed as prohibiting Lucid or any affiliate of Lucid from acting as an underwriter or financial adviser or in any other capacity for any other persons.

 

7.                  Assignment.     This Agreement may not be assigned by any party without prior written consent of the other party.

 

8.                  Amendment; Waiver.     No provision of this Agreement may be amended or waived except by an instrument in writing signed by the parties hereto.

 

9.                  Governing Law.     This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

10.              Research Analysts.     The Company acknowledges and agrees that the research analysts and research department of Lucid are independent from the investment banking division of Lucid and are subject to certain regulations and internal policies, and that such research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and its affiliates, the securities of the Company and its affiliates, the Offering or otherwise that differ from the views of Lucid’s investment bankers.

 

11.              Termination of the Offering. In the event of termination of the Offering, no Structuring Fee will be paid or payable under this Agreement. Lucid will not be entitled to reimbursement under this Agreement for expenses incurred with respect to the Services provided hereunder; provided, however, for the avoidance of doubt, all expenses incurred by Lucid in its capacity as an underwriter of the Offering may be payable to Lucid, as applicable, pursuant to Sections 5 and 8 of the Underwriting Agreement.

 

12.              Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one (1) and the same agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall be sufficient to bind the parties to the terms and conditions of this Agreement.

 

[signature page follows]

 

 

This Agreement shall be effective as of the date first written above.

  

RAMACO RESOURCES, INC.

 

	By	/s/ Randall W. Atkins
	Name:	Randall W. Atkins
	Title:	Chairman and Chief Executive Officer

  

Signature Page to Structuring Fee Agreement

 

Agreed and Accepted:

  

Lucid Capital Markets, LLC

 

By:	/s/ Jeffrey Caliva
Name:	Jeffrey Caliva
Title:	Managing Director

  

Signature Page to Structuring Fee Agreement

 

 

ANNEX A

 

INDEMNIFICATION AGREEMENT

 

November 27, 2024

 

Lucid Capital Markets, LLC
570 Lexington Ave.
40th Floor
New York, NY 10022

 

Ladies and Gentlemen:

 

In connection with the engagement of Lucid Capital Markets, LLC (“Lucid”) to assist the undersigned, Ramaco Resources, Inc., a Delaware corporation (the “Company”), with respect to the matters set forth in the Structuring Fee Agreement dated November 27, 2024 between the Company and Lucid (the “Agreement”), in the event that Lucid, any of its affiliates, each other person, if any, controlling Lucid or any of its affiliates, its officers, current and former directors, employees and agents, or the successors or assigns of any of the foregoing persons (Lucid and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including the fees and expenses of counsel to the Indemnified Parties, with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnified Party. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).

 

 

 

The indemnification provided hereunder shall not extend to those matters indemnified under the Underwriting Agreement, dated November 21, 2024 (the “Underwriting Agreement”), by and between the Company and Lucid, with respect to the Company’s public offering (the “Offering”) of 8.375% Senior Notes due 2029, as described therein. In the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse such Indemnified Party for its legal and other expenses actually incurred and documented (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith. Promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Company in writing of the commencement thereof; but the failure to so notify the Company (i) will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Company from any liability that they may have other than on account of this Indemnification Agreement. The Company shall be entitled to appoint counsel of their choice at their expense to represent the Indemnified Parties in any Proceeding for which indemnification is sought (in which case the Company shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Parties or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Parties. Notwithstanding the Company’s election to appoint counsel to represent the Indemnified Parties in a Proceeding, the Indemnified Parties shall have the right to employ one separate counsel (in addition to any local counsel), in its sole discretion, and the Company shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Company to represent the Indemnified Parties would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Proceeding include all of the Indemnified Parties and the Company and the Indemnified Parties shall have reasonably concluded that there may be legal defenses available to them and/or other indemnified parties which are different from or additional to those available to the Company, (iii) the Company shall not have employed counsel satisfactory to the Indemnified Parties to represent the Indemnified Parties within a reasonable time after notice of the institution of such Proceeding or (iv) the Company shall authorize the Indemnified Parties to employ separate counsel at the expense of the Company. In no event shall the Company be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Indemnified Parties. The Company shall not, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

 

If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its affiliates and shareholders, on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its affiliates and shareholders, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its affiliates and shareholders, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company and its affiliates and shareholders, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Lucid has been retained to perform services bears to the fees paid to Lucid under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Lucid pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or their employees or other agents), on the one hand, or by Lucid, on the other hand. Notwithstanding the provisions of this paragraph, an Indemnified Party shall not be entitled to contribution from the Company if it is determined that such Indemnified Party was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without Lucid’s prior written consent (which consent shall not be unreasonably withheld). The foregoing indemnity and contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise.

 

 

The Company agrees that no Indemnified Party shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the gross negligence or willful misconduct of Lucid in performing the services that are the subject of the Agreement.

 

THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST LUCID OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE COMPANY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

 

[signature page follows]

 

 

The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Lucid’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

 

RAMACO RESOURCES, INC.

 

	By	/s/ Randall W. Atkins
	Name:	Randall W. Atkins
	Title:	Chairman and Chief Executive Officer

  

Signature Page to Indemnification Agreement

 

Agreed and Accepted:

  

Lucid Capital Markets, LLC

 

By:	/s/ Jeffrey Caliva
Name:	Jeffrey Caliva
Title:	Managing Director

 

Signature Page to Indemnification Agreement

 

 

 

Exhibit 99.1

 

RAMACO RESOURCES, INC. COMPLETES $50,000,000 SENIOR UNSECURED NOTES OFFERING

 

Company Release – November 27, 2024

 

LEXINGTON, KY – Ramaco Resources, Inc. (NASDAQ: METC, METCB, METCL) (“Ramaco Resources” or the “Company”) announced today the closing of its previously announced public offering (the “Offering”) of senior unsecured notes due 2029 (the “Notes”). The Notes will mature on November 30, 2029, unless redeemed prior to maturity. The Notes bear interest at a rate of 8.375% per year, payable in arrears on the 30th day of January, April, July and October of each year, commencing on January 30, 2025, and at maturity. The Company may redeem the Notes in whole or in part, at the Company’s option, at any time on or after November 30, 2026, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the date of redemption. In addition, the Company may redeem the Notes, in whole, but not in part, at any time at the Company’s option, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption, upon the occurrence of certain change of control events. The Notes are rated ‘BBB’ by Egan-Jones Ratings Company, an independent rating agency.

 

The gross proceeds to the Company from the Offering, before deducting commissions and expenses, were approximately $50 million. The Company intends to use the net proceeds from the Offering for general corporate purposes, including funding future investments, making capital expenditures and funding working capital. The Company has granted the underwriters a 30-day option to purchase up to an additional $7.5 million aggregate principal amount of Notes. The Notes were issued in minimum denominations of $25.00 and integral multiples of $25.00 in excess thereof.

 

In connection with the Offering, the Company has applied to list the Notes on the Nasdaq Global Select Market ("Nasdaq") under the symbol "METCZ." If approved for listing, trading on Nasdaq is expected to commence within 30 days after the Notes are first issued.

 

Lucid Capital Markets, LLC acted as lead bookrunner for the Offering. B. Riley Securities, Inc., Janney Montgomery Scott LLC and Piper Sandler & Co. acted as joint book-running managers for the Offering. The Benchmark Company, LLC, InspereX LLC, TCBI Securities, Inc., doing business as Texas Capital Securities, and William Blair & Company, L.L.C. acted as lead managers for the Offering.

 

ArentFox Schiff LLP served as legal counsel to Ramaco Resources for the Offering. Hunton Andrews Kurth LLP served as legal counsel to the underwriters for the Offering.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes described herein, nor shall there be any sale of the Notes in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Offering was made by the Company pursuant to a registration statement on Form S-3 (File No. 333-274324), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on September 29, 2023. The Notes may only be offered by means of a prospectus and prospectus supplement that meet the requirements under the Securities Act of 1933, as amended. Copies of the final prospectus supplement and the registration statement are available on the SEC's website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may be obtained by contacting Lucid Capital Markets, LLC at 570 Lexington Ave, 40th Floor, New York, NY 10022 at telephone number (646)-362-0256, or via email at: Prospectus@lucidcm.com.

 

ABOUT RAMACO RESOURCES

 

Ramaco Resources, Inc. is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, and southwestern Virginia and a developing producer of rare earth and critical minerals in Wyoming. Its executive offices are in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has four active metallurgical coal mining complexes in Central Appalachia and one development rare earth and coal mine near Sheridan, Wyoming in the initial stages of production. For more information about Ramaco Resources, please contact investor relations at (859) 244-7455.

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Ramaco Resources' expectations or beliefs concerning guidance, future events, anticipated revenue, future demand and production levels, macroeconomic trends, the development of ongoing projects, costs and expectations regarding operating results, and it is possible that the results described in this press release will not be achieved. Forward-looking statements in this press release include, without limitation, the expected use of proceeds from the Offering. These statements relate to future events, future expectations, plans and prospects. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Ramaco Resources' control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors include, without limitation, unexpected delays in our current mine development activities, the ability to successfully ramp up production at our complexes in accordance with the Company's growth initiatives, failure of our sales commitment counterparties to perform, increased government regulation of coal in the United States or internationally, the further decline of demand for coal in export markets and underperformance of the railroads, the expected benefits of the Ramaco Coal and Maben acquisitions to the Company's shareholders, the anticipated benefits and impacts of the Ramaco Coal and Maben acquisitions, and the Company's ability to successfully develop the Brook Mine, including whether the increase in the Company's exploration target and estimates for such mine are realized. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Ramaco Resources does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Ramaco Resources to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in Ramaco Resources' filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The risk factors and other factors noted in Ramaco Resources' SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement.

 

# # #

 

v3.24.3

Cover	Nov. 27, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2024
Entity File Number	001-38003
Entity Registrant Name	Ramaco Resources, Inc.
Entity Central Index Key	0001687187
Entity Tax Identification Number	38-4018838
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 West Main Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Lexington
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40507
City Area Code	859
Local Phone Number	244-7455
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.01 par value
Trading Symbol	METC
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Title of 12(b) Security	Class B common stock, $0.01 par value
Trading Symbol	METCB
Security Exchange Name	NASDAQ
Nine Percentage Senior Notes Due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	9.00% Senior Notes due 2026
Trading Symbol	METCL
Security Exchange Name	NASDAQ

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