LEXINGTON, Ky., Nov. 4, 2025 /PRNewswire/ — Ramaco Sources, Inc. (NASDAQ: METC) (“Ramaco” or the “Company”) introduced these days that it intends to trade in, matter to marketplace and alternative statuses, $300,000,000 mixture predominant quantity of convertible senior notes due 2031 (the “notes”) in a folk providing registered beneath the Securities Employment of 1933, as amended. As well as, the Corporate expects to serve the underwriters of the notes an possibility to buy, for agreement inside a length of 13 days from, and together with, the age the notes are first issued, as much as an alternative $45,000,000 mixture predominant quantity of notes only to guard over-allotments.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are appearing because the book-running managers for the providing of the notes.
The notes shall be senior, unsecured responsibilities of Ramaco, will accrue pastime payable semi-annually in arrears on Might 1 and November 1 of each and every month, starting on Might 1, 2026 and can mature on November 1, 2031, except previous transformed, redeemed or repurchased via the Corporate.
The notes shall be convertible on the possibility of the holders in positive instances and right through specified classes. Ramaco will determine conversions via paying or handing over, as acceptable, coins, stocks of its Elegance A habitual conserve, par worth $0.01 consistent with proportion (“Class A common stock”), or a mix of money and stocks of its Elegance A habitual conserve, at Ramaco’s election, in accordance with the acceptable conversion fee.
The notes shall be redeemable, in complete or partly (matter to positive boundaries), for coins at Ramaco’s possibility at any era, and from era to era, on or upcoming November 6, 2028 and on or earlier than the fortieth scheduled buying and selling presen right away earlier than the adulthood age, however provided that the extreme reported sale worth consistent with proportion of Ramaco’s Elegance A habitual conserve exceeds 130% of the conversion worth for a specified length of era. The redemption worth shall be equivalent to the predominant quantity of the notes to be redeemed, plus accumulated and unpaid pastime, if any, to, however except for, the redemption age.
If positive company occasions that represent a “fundamental change” happen, later, matter to a restricted exception, noteholders would possibly require Ramaco to repurchase their notes for coins. The repurchase worth shall be equivalent to the predominant quantity of the notes to be repurchased, plus accumulated and unpaid pastime, if any, to, however except for, the elemental alternate repurchase age.
The rate of interest, preliminary conversion fee and alternative phrases of the notes shall be motivated on the pricing of the providing of the notes.
Ramaco intends to significance a portion of the online proceeds to charity the price of getting into into the capped name transactions described underneath. The Corporate expects to significance the rest of the online proceeds to charity the improvement of its uncommon earth parts and significant minerals undertaking, for strategic expansion alternatives and for common company functions. If the underwriters workout their over-allotment possibility, later Ramaco intends to significance a portion of the alternative internet proceeds to charity the price of getting into into alternative capped name transactions as described underneath.
In reference to the pricing of the notes, the Corporate expects to go into into privately negotiated capped name transactions with a number of of the underwriters or their respective associates and/or alternative monetary establishments (the “option counterparties”). The capped name transactions will guard, matter to anti-dilution changes considerably matching to these acceptable to the notes, the choice of stocks of Ramaco’s Elegance A habitual conserve first of all underlying the notes. The capped name transactions are anticipated in most cases to let go the possible dilution to the Corporate’s Elegance A habitual conserve upon any conversion of the notes and/or offset any attainable coins bills the Corporate is needed to construct in profusion of the predominant quantity of transformed notes upon any conversion of the notes, because the case could also be, with such aid and/or offset matter to a cap. If, then again, the marketplace worth consistent with proportion of Ramaco’s Elegance A habitual conserve, as leisurely beneath the phrases of the capped name transactions, exceeds the cap worth of the capped name transactions, there would however be dilution and/or there would now not be an offset of such attainable coins bills, in each and every case, to the level that such marketplace worth exceeds the cap worth of the capped name transactions. If the underwriters workout their over-allotment possibility, later Ramaco expects to go into into alternative capped name transactions with the choice counterparties.
In reference to settingup their preliminary hedges of the capped name transactions, the choice counterparties or their respective associates be expecting to go into into cash-settled over the counter by-product transactions with appreciate to Ramaco’s Elegance A habitual conserve similtaneously with, or in a while upcoming, the pricing of the notes, together with with positive buyers within the notes, and would possibly unwind those by-product transactions and buy stocks of Ramaco’s Elegance A habitual conserve following the pricing of the notes. This process may build up (or let go the dimensions of any short in) the marketplace worth of Ramaco’s Elegance A habitual conserve or the notes at that era.
As well as, the choice counterparties and/or their respective associates would possibly regulate their hedge positions via getting into into or unwinding diverse derivatives with appreciate to Ramaco’s Elegance A habitual conserve and/or buying or promoting stocks of Ramaco’s Elegance A habitual conserve or alternative securities of Ramaco in secondary marketplace transactions following the pricing of the notes and from era to era previous to the adulthood of the notes (and are most probably to take action (x) following any conversion of the notes, any repurchase of the notes via Ramaco on any basic alternate repurchase age or any redemption age, (y) following any alternative repurchase of the notes if Ramaco elects to unwind a corresponding portion of the capped name transactions in reference to such repurchase and (z) if Ramaco differently elects to unwind all or a portion of the capped name transactions). This process may additionally reason or steer clear of an build up or a short available in the market worth of Ramaco’s Elegance A habitual conserve or the notes, which might have an effect on the power of noteholders to transform the notes and, to the level the process happens following conversion or right through any remark length alike to a conversion of notes, may have an effect on the choice of stocks and price of the dignity that noteholders will obtain upon conversion of the notes.
Similtaneously with the providing of the notes, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, performing on behalf of themselves and/or their associates (in such capability, the “delta offering underwriters”), intend to trade in, in a sovereign, underwritten folk providing, a lot of stocks of Ramaco’s Elegance A habitual conserve borrowed from non-affiliate 3rd events (the “concurrent delta offering”), to facilitate hedging transactions via one of the vital clients of the notes. The choice of stocks of Ramaco’s Elegance A habitual conserve matter to the concurrent delta providing shall be motivated on the era of pricing of the concurrent delta providing and is predicted to be incorrect more than the commercially affordable preliminary trim positions of such hedging buyers within the notes. The final touch of the providing of the notes is contingent at the final touch of the concurrent delta providing, and the final touch of the concurrent delta providing is contingent at the final touch of the providing of the notes. Ramaco won’t obtain any proceeds from gross sales via the delta providing underwriters within the concurrent delta providing, and incorrect unused stocks of Ramaco’s Elegance A habitual conserve shall be issued within the concurrent delta providing. This press shed does now not represent an trade in to promote, or the solicitation of an trade in to shop for, any Elegance A habitual conserve within the concurrent delta providing.
Ramaco has filed a shelf registration observation on Mode S-3 (together with a prospectus) with the Securities and Change Fee (the “SEC”) which changed into efficient routinely upon submitting. The notes providing is being made best by the use of a prospectus complement and an accompanying prospectus. A initial prospectus complement with an accompanying prospectus to which this verbal exchange relates shall be filed with the SEC. Sooner than you make investments, you will have to learn the initial prospectus complement, the prospectus complement, the accompanying prospectus and alternative paperwork that Ramaco has filed with the SEC for extra whole details about Ramaco and the providing. You might download those paperwork distant of price via visiting EDGAR at the SEC site at www.sec.gov. On the other hand, a brochure of the prospectus complement and the accompanying prospectus could also be got from Goldman Sachs & Co. LLC, Consideration: Prospectus Segment, 200 West Boulevard, Unused York, Unused York 10282, phone: 1-866-471-2526, facsimile: 212-902-9316 or via emailing [email protected] or from Morgan Stanley & Co. LLC, Consideration: Prospectus Segment, 180 Varick Boulevard, 2d Flooring, Unused York, Unused York 10014.
This press shed does now not represent an trade in to promote, or the solicitation of an trade in to shop for, any securities referred to on this press shed, nor will there be any sale of this sort of securities, in any environment or alternative jurisdiction by which such trade in, sale or solicitation can be illegal previous to registration or qualification beneath the securities regulations of such environment or jurisdiction.
ABOUT RAMACO RESOURCES
Ramaco Sources, Inc. is an operator and developer of metallurgical coal in southern West Virginia, and southwestern Virginia and a growing manufacturer of coal, uncommon earth parts and significant minerals in Wyoming. Its government workplaces are in Lexington, Kentucky, with operational workplaces in Charleston, West Virginia and Sheridan, Wyoming. The Corporate these days has 4 energetic metallurgical coal mining complexes in Central Appalachia and one construction uncommon earth and coal mine akin Sheridan, Wyoming within the preliminary phases of manufacturing. Information and alternative details about Ramaco, together with filings with the Securities and Change Fee, are to be had at https://www.ramacoresources.com. For more info, touch investor members of the family at (859) 244-7455.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Positive statements contained on this information shed represent “forward-looking statements” inside the which means of the Non-public Securities Litigation Reform Employment of 1995. Those forward-looking statements come with, however aren’t restricted to, statements in regards to the timing, phrases and final touch of the proposed choices, the supposed significance of the online proceeds, and the alternative dangers mentioned in Section I, Merchandise 1A. “Risk Factors” in Ramaco’s Annual Record on Mode 10-Ok for the month ended December 31, 2024, and the dangers mentioned in Section II, Merchandise 1A. “Risk Factors” in Ramaco’s Quarterly Reviews on Mode 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025, and September 30, 2025. Those forward-looking statements constitute Ramaco’s expectancies or ideals regarding steering, generation occasions, expected earnings, generation call for and manufacturing ranges, macroeconomic traits, the improvement of ongoing initiatives, prices and expectancies referring to working effects, and it’s conceivable that the effects described on this information shed may not be accomplished. Those forward-looking statements are matter to dangers, uncertainties and alternative components, lots of which might be outdoor of Ramaco’s regulate, which might reason fresh effects to fluctuate materially from the effects mentioned within the forward-looking statements. Those components come with, with out limitation, surprising delays in our wave mine construction actions, the power to effectively ramp up manufacturing at our complexes according to the Corporate’s expansion tasks, failure of our gross sales constancy counterparties to accomplish, higher executive legislation of coal in america or across the world, the affect of price lists imposed via america and overseas governments, the additional decrease of call for for coal in export markets and underperformance of the railroads, the Corporate’s skill to effectively manufacture the Brook Mine REE/CM undertaking, together with whether or not the Corporate’s exploration goal and estimates for such mine are learned, the timing of the preliminary manufacturing of uncommon earth concentrates, the improvement of a pilot and in the end a complete scale industrial processing facility. Mineral sources aren’t mineral reserves and don’t meet the edge for accumulation enhancing components, reminiscent of estimated financial viability, that might permit for conversion to mineral reserves. There’s no sure bet that any a part of the estimated mineral sources at Brook Mine shall be transformed into mineral reserves going forward. Uncommon earth parts and significant minerals is a unused initiative for us and, as such, has required and can proceed to require us to construct vital investments to create out our uncommon earth features. Any forward-looking observation speaks best as of the age on which it’s made, and, with the exception of as required via legislation, Ramaco does now not adopt any legal responsibility to replace or revise any forward-looking observation, whether or not because of unused data, generation occasions or differently. Unused components emerge from era to era, and it isn’t conceivable for Ramaco to are expecting all such components. When bearing in mind those forward-looking statements, you will have to secure in thoughts the danger components and alternative cautionary statements present in Ramaco’s filings with the Securities and Change Fee (“SEC”), together with its Annual Record on Mode 10-Ok and Quarterly Reviews on Mode 10-Q. The chance components and alternative components famous in Ramaco’s SEC filings may reason its fresh effects to fluctuate materially from the ones contained in any forward-looking observation.
SOURCE Ramaco Sources, Inc.
