LEXINGTON, Ky., June 8, 2023
/PRNewswire/ -- Ramaco Resources, Inc. (NASDAQ: METC, "Ramaco"
or the "Company"), a leading operator and developer of
high-quality, low-cost metallurgical coal, today released a
recorded Class B common stock Investor Briefing (the "Briefing")
and an accompanying slide deck (the "Deck").
The prepared remarks in the Briefing and the accompanying Deck
are intended to provide investors with detailed information
regarding the Company's previously announced special meeting (the
"Special Meeting") scheduled to occur on June 12, 2023 at 11:00
a.m. E.T. to seek approval of the stockholder proposal (the
"Charter Amendment Proposal") to amend and restate the Company's
amended and restated certificate of incorporation, to, among other
things (1) reclassify the Company's existing common stock as shares
of Class A common stock, par value $0.01 per share ("Class A common stock"), (2)
create a separate class of common stock, the Class B common stock,
par value $0.01 per share ("Class B
common stock"), and (3) provide the Company's Board of Directors
the option, in its sole discretion, to exchange all outstanding
shares of the Class B common stock into shares of Class A common
stock based on an exchange ratio determined by a 20-day trailing
volume-weighted average price for each class of stock.
If you have any questions regarding the proposed Class B common
stock, please submit those questions to info@ramacometc.com. On or
around June 12, 2023, the Company
expects to make publicly available its written responses to the
more common questions submitted by investors.
About Ramaco Resources, Inc.
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
mining complexes in Central
Appalachia and one mine not yet in production 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 SEC, are available
at https://www.ramacoresources.com.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this news release may be
considered forward-looking statements. Forward-looking statements
generally relate to future events or the Company's future financial
or operating performance, and other "forward-looking statements"
(as such term is defined in the Private Securities Litigation
Reform Act of 1995), which include statements relating to the
Charter Amendment Proposal. In some cases, you can identify
forward-looking statements by terminology such as "believe," "may,"
"will," "estimate," "continue," "anticipate," "intend," "expect,"
"should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," or the negatives of these terms or similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These
forward-looking statements are subject to a number of risks and
uncertainties. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by the Company and
its management, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations
include, but are not limited to: (1) the inability to recognize the
anticipated benefits of the Charter Amendment Proposal; (2) costs
related to the implementation of the Charter Amendment Proposal;
(3) changes in applicable laws or regulations; (4) the possibility
that the Company may be adversely affected by other economic,
business and/or competitive factors; (5) the Company's estimates of
expenses and profitability; (6) the failure to realize anticipated
pro forma results or projections and underlying assumptions; and
(7) other risks and uncertainties set forth in the sections
entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in the Company's Annual Report on Form
10-K for the year ended December 31, 2022, the form of
prospectus included as part of the Registration Statement on Form
S-1/A filed with the SEC on June 8, 2023 relating to the
Class B common stock, and in any subsequent filings with the SEC.
There may be additional risks that the Company does not presently
know or currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements.
Nothing in this news release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. The Company does not
undertake any duty, and the Company expressly disclaims any
obligation, to update or alter this news release or any projections
or forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information About the Charter Amendment Proposal
and Where to Find It
On April 26, 2023, the Company filed the Proxy Statement
with the SEC relating to the Charter Amendment Proposal. On or
about May 5, 2023, the Company
commenced mailing the Proxy Statement and other relevant
documents to its stockholders as the Record Date for voting on the
Charter Amendment Proposal. This news release does not contain all
the information that should be considered concerning the Charter
Amendment Proposal and is not intended to form the basis of any
investment decision or any other decision in respect of the
amendment and restatement of the Company's amended and restated
certificate of incorporation contemplated thereby. The
Company's stockholders and other interested persons are advised to
read the Proxy Statement and other documents filed in connection
with the Charter Amendment Proposal, as these materials contain
important information about the Company and the Charter Amendment
Proposal. The Company's stockholders are able to obtain copies of
the Proxy Statement, and other documents filed with the SEC, once
available, without charge at the SEC's website at www.sec.gov,
or by directing a request to: Attn: Secretary, 250 West Main
Street, Suite 1900, Lexington, Kentucky 40507.
Before making any voting or investment decision, investors and
stockholders of the Company are urged to carefully read the entire
Proxy Statement and other documents filed in connection with the
Charter Amendment Proposal with the SEC, because they contain
important information about the Charter Amendment Proposal.
Participants in the Solicitation
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Company's stockholders with respect to the Charter Amendment
Proposal. A list of the names of those directors and executive
officers and a description of their interests in the Company is
contained in the Proxy Statement and is available free of charge at
the SEC's website at www.sec.gov, or by directing a request to
Attn: Secretary, 250 West Main Street, Suite 1900, Lexington,
Kentucky 40507.
No Offer or Solicitation
This news release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Charter Amendment Proposal. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy or subscribe for any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption therefrom.
Contact:
Phone: 859-244-7455
E-mail: info@ramacometc.com
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SOURCE Ramaco Resources, Inc.