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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): July 31, 2023
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
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 |
| 9.00% Senior Notes due 2026 | METCL | NASDAQ Global Select Market |
| Class B common stock, $0.01 par value | METCB | 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).
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 7.01. Regulation FD Disclosure
On July 31, 2023, Ramaco Resources, Inc. (the “Company) issued a press release announcing that its board of directors approved and declared a cash dividend of $0.1250 per share of Class A common stock, and a cash dividend of $0.1654 per share of Class B common stock, each payable on September 15, 2023 to shareholders of record for each respective class of securities as of September 1, 2023. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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, or otherwise subject to the liability of that section, nor will it be incorporated into any filing by the Company under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Ramaco Resources, Inc., dated July 31, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: July 31, 2023
Exhibit 99.1
Ramaco Resources Announces Third Quarter Cash Dividends for Both Class A and Class B Common Stock; and Date of Second Quarter 2023 Results Conference Call
LEXINGTON, Ky., July 31, 2023 (PRNEWSWIRE) – Ramaco Resources, Inc. (NASDAQ: METC, METCB, “Ramaco” or the “Company”) is a leading producer of high-quality, low-cost metallurgical coal in Appalachia. Today it announces the third quarter dividend on Class A shares and the initial dividend on its newly issued Class B CORE Resources shares, as well as the timing of its second quarter earnings release and conference call.
BOARD OF DIRECTORS DECLARES CLASS A AND CLASS B CASH DIVIDEND
Ramaco’s Board of Directors approved and declared its quarterly cash dividend of $0.125 per share on the Company’s Class A common stock. The third quarter dividend is payable on September 15, 2023, to shareholders of record on September 1, 2023.
The Board of Directors also approved and declared a quarterly cash dividend of $0.1654 per share on the newly issued CORE Resources Class B shares. The third quarter dividend is payable on September 15, 2023, to shareholders of record on September 1, 2023. The calculation of the Class B dividend was based on second quarter 2023 results.
“We are excited to announce our initial dividend on the newly issued CORE Resources Class B tracking shares. The payment is based on the financial performance of the ‘CORE’ assets, which is an abbreviation of ‘Carbon Ore-Rare Earth,’” stated Randall Atkins, Chairman and Chief Executive Officer of Ramaco Resources. “We believe these CORE assets are unique and potentially transformational. The issuance of the CORE Resources tracking stock and declaration of its first dividend are important steps in our ongoing strategy to both maximize long-term shareholder value, and to return capital to our shareholders.”
SECOND QUARTER 2023 FINANCIAL RESULTS AND CONFERENCE CALL
The Company will report second quarter 2023 financial results on Tuesday, August 8, 2023, after the close of the market. The earnings news release will be available on the Company’s investor relations website at www.ramacoresources.com and through major financial information sites.
At 9:00 a.m. Eastern Time on Wednesday, August 9, 2023, Ramaco Resources will host an investor conference call and webcast where Randall W. Atkins, Chairman and Chief Executive Officer, Christopher L. Blanchard, Chief Operating Officer, and Jeremy R. Sussman, Chief Financial Officer will discuss the second quarter 2023 results.
The conference call can be accessed by calling (800) 274-8461 domestically or (203) 518-9814 internationally. The Conference ID is METCQ223. The webcast for this release will be accessible by visiting https://event.on24.com/wcc/r/4302384/5459B0334C7CB8C4682C8AFCE2FA2E2A
ABOUT RAMACO RESOURCES
Ramaco Resources, Inc. is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, southwestern Virginia and southwestern Pennsylvania. Its executive offices are in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has three active metallurgical coal mining complexes in Central Appalachia and one rare earth and coal mine near Sheridan, Wyoming in operation but not yet production. In May 2023, the Company announced that a major rare earth deposit of primary magnetic rare earths Neodymium, Praseodymium, Terbium, and Dysprosium was discovered at its mine near Sheridan, Wyoming. Contiguous to the Wyoming mine, the Company operates a research and pilot facility related to the production of advanced carbon products and materials from coal. In connection with these activities, it holds a body of roughly 50 intellectual property patents, pending applications, exclusive licensing agreements and various trademarks. News and additional information about Ramaco Resources, including filings with the Securities and Exchange Commission, are available at http://www.ramacoresources.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release, and in the documents, it may reference, 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 news release, and the documents it references, will not be achieved. 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. 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 Securities and Exchange Commission (“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.
POINT OF CONTACT
INVESTOR RELATIONS: info@ramacometc.com or 859-244-7455