UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 8, 2022, Ramaco Development, LLC (“Purchaser”), a subsidiary of Ramaco Resources, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Appleton Coal LLC (the “Seller”), pursuant to which Purchaser will purchase from Seller 100% of the membership interests in Maben Coal LLC for an aggregate purchase price of $30 million. The purchase price will consist of (i) $9 million to be paid in cash at closing and (ii) $21 million to be paid from the proceeds of a secured note payable to Investec Bank, PLC (the “Lender”) pursuant to a vendor loan facility agreement between the Lender and Purchaser. The closing of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions. The Purchase Agreement contains representations, warranties and covenants that are customary for transactions of this type.
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 is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On August 8, 2022, the Company issued a press release announcing the transactions described above and certain expected financial information. A copy of this press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Securities Purchase Agreement, dated as of August 8, 2022, between Ramaco Development, LLC and Appleton Coal LLC. | |
| 99.1 | Press release issued by Ramaco Resources, Inc., dated August 8, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 8, 2022
| Ramaco Resources, Inc. | |||
| By: | /s/ Randall W. Atkins | ||
| Name: | Randall W. Atkins | ||
| Title: | Chairman and Chief Executive Officer | ||