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): December 9, 2021 (December 3, 2021)
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 1800
Lexington, Kentucky 40507
(Address of principal executive offices, including zip code)
(859) 244-7455
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | METC | NASDAQ Global Select Market |
| 9.00% Senior Notes due 2026 | METCL | NASDAQ Global Select Market |
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)) |
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).
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 2.01 | Completion of Acquisition or Disposition of Assets. |
Asset Purchase Agreement
On December 3, 2021, Ramaco Resources, Inc. (the “Company”) completed its previously announced acquisition of certain assets pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) with Coronado IV LLC and Buchanan Minerals, LLC (collectively, the “Sellers”), for an aggregate cash purchase price of $30 million.
The assets acquired include a mine complex located in McDowell County, West Virginia and Tazewell County, Virginia. The acquisition primarily consists of approximately 50 million tons of low and mid volatile reserves, much of which will be mined from the Company’s Berwind Mine. Also being purchased are several additional permitted mines, and a currently idled 1.3-million-ton per annum capacity coal preparation plant.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2021 and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On December 9, 2021, the Company issued a press release announcing the successful completion of its acquisition described above and announcing that its board of directors declared a $0.0567 per common share cash dividend payable on March 15, 2022 to shareholders of record as of March 1, 2022. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and the text of such press release is incorporated herein by reference.
None of the information furnished in this Item 7.01 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Signature(s)
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.
Date: December 9, 2021
| | Ramaco Resources, Inc. |
| | |
| | By: | /s/ Randall W. Atkins |
| | | Name: | Randall W. Atkins |
| | | Title: | Chairman and Chief Executive Officer |
