LEXINGTON, Ky., June 12,
2023 /PRNewswire/ -- Ramaco Resources, Inc. (NASDAQ:
METC, "Ramaco" or the "Company"), a leading operator and developer
of high-quality, low-cost metallurgical coal, today announced the
results of voting from the Company's Special Meeting of
Stockholders ("Special Meeting"). Among other things, the meeting
approved the creation and distribution of a separate class of
common stock, the Class B common stock ("Distribution"). The Class
B common stock will provide holders of existing common stock direct
participation in the financial performance of the CORE Assets,
which is an abbreviation of "Carbon Ore-Rare Earth". The CORE
Assets consist of three non-cost bearing revenue streams from coal
infrastructure assets, coal royalty fees, and carbon products/rare
earth elements.
TRANSACTION UPDATE
- Shareholders voted to approve the creation of the Class B
common stock, with 99% of shareholders who voted approving the
measure (or approximately 74% of total outstanding
shareholders).
- The Company will have a Board meeting in late-July whereby
the Board will consider the amount and timing for the first
dividend paid to holders of Class B common stock.
"It has always been Ramaco's mission to both maximize long term
shareholder value and return increasing amounts of capital to our
shareholders. Our transition to a new dual-class share structure is
an important step in this process," stated Randall Atkins, Chairman and CEO of Ramaco
Resources. "We are fortunate to have a portfolio of unique
businesses in our CORE Assets. We are confident our new share
structure will provide investors increased transparency and
visibility into these businesses, and will further highlight the
growth, stability, and future opportunities at Ramaco.
The tracking stock is expected to pay a cash dividend based on
the financial performance of the CORE assets. Based upon our
projections, this new additional dividend to CORE shareholders
would in practical terms increase our overall total 2023 dividend
payout by roughly 33%. It would similarly increase our current
overall dividend yield on both classes of stock to over 9% versus,
roughly 6% today.
We are committed to our long-term capital return strategy. The
increased dividend payout from this transaction highlights both the
confidence that we have in our existing underlying business, as
well as our continued ability to execute on our growth strategy. It
also demonstrates a keen optimism in our future emerging business
opportunities not only in metallurgical coal but also potentially
in critical rare earth minerals.
We believe this is a transformative transaction for Ramaco. Our
new dual-class strategy provides investors two ways to invest in
our shares, both with unique asset characteristics and attractive
dividend strategies," continued Atkins. "Our legacy met coal mining
operation is leveraged to meeting the demands of the secular trends
in the infrastructure and energy transition markets. We are
positioned to benefit from our strong met coal production growth in
the coming years, against the face of declining supply from years
of underinvestment in the sector. We also now have the exciting
potential to add the mining of rare earth elements in the future
from a world class deposit we own.
Our CORE assets will benefit from the production growth in our
mining operation through attractive royalty earnings and fixed-fee
infrastructure income. That steady legacy income will be combined
with potentially significant future earnings opportunities tied to
development of rare earth elements with magnetic properties as well
as growth from future manufacturing of carbon products and
materials. We remain confident in our growth trajectory, business
strategy, and believe this new capital structure will provide the
best way for shareholders to benefit from our strong legacy
business momentum and future growth opportunities."
TRANSACTION DETAILS
Ramaco will issue shares of the Class B common stock to holders
of record as of the close of business on May
12, 2023 (the "Record Date"). Each holder will receive 0.2
shares of Class B common stock for every one share of existing
common stock held on the Record Date (with cash in lieu of any
fractional share interests). The Distribution should not be taxable
to existing holders of METC common stock, except with respect to
the receipt of cash in lieu of fractional shares.
ADVISORS
Janney Montgomery Scott, LLC
acted as financial advisor to the Company.
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 mining
complexes in Central Appalachia
and one mine not yet in production near Sheridan, Wyoming which contains large
deposits of rare earth elements. 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. For
more information, contact investor relations at (859) 244-7455.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements contained in this news release 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 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. These factors include, without
limitation, risks related to the Distribution, the impact of the
COVID-19 global pandemic, unexpected delays in our current mine
development activities, the ability to successfully ramp up
production at the Berwind and Know
Creek complexes, the timing of the Elk
Creek preparation plant to come online, failure of our sales
commitment counterparties to perform, increased government
regulation of coal in the United
States or internationally, the further decline of demand for
coal in export markets and underperformance of the railroads, the
expected benefits of the Ramaco Coal and Maben acquisitions to
the Company's shareholders, and the anticipated benefits and
impacts of the Ramaco Coal and Maben acquisitions. 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.
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SOURCE Ramaco Resources, Inc.