RAMACO RESOURCES, INC. PRICES $300 MILLION CONVERTIBLE SENIOR NOTES OFFERING

Core Viewpoint - Ramaco Resources, Inc. has announced a public offering of $300 million in 0% convertible senior notes due 2031, with net proceeds expected to be approximately $290.9 million, aimed at funding various strategic initiatives including a rare earth elements project [1][2]. Offering Details - The notes will settle on November 7, 2025, and underwriters have an option to purchase an additional $45 million to cover over-allotments [1][2]. - Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the book-running managers for the offering, with several firms acting as co-managers [3]. Financial Structure - The notes will be senior, unsecured obligations that do not bear regular interest, and the principal will not accrete [4]. - Noteholders can convert their notes under specific conditions, with an initial conversion rate of 30.5460 shares per $1,000 principal amount, equating to a conversion price of approximately $32.74 per share, representing a 35% premium over the public offering price of $24.25 [5]. Redemption and Repurchase Rights - The notes are redeemable at Ramaco's option starting November 6, 2028, if the stock price exceeds 130% of the conversion price for a specified period [6]. - In the event of a "fundamental change," noteholders may require Ramaco to repurchase their notes for cash at the principal amount plus any accrued interest [7]. Capped Call Transactions - Ramaco has entered into capped call transactions to cover the shares underlying the notes, with an initial cap price of approximately $54.56 per share, a 125% premium over the public offering price [8][10]. - These transactions are designed to reduce potential dilution of Ramaco's Class A common stock upon conversion of the notes [11]. Concurrent Offering - Ramaco is also conducting a concurrent delta offering of 2,245,126 shares of Class A common stock at a price of $24.25 per share, with no new shares being issued and no proceeds going to Ramaco [14]. - The completion of the notes offering is contingent upon the successful completion of the concurrent delta offering [14]. Company Overview - Ramaco Resources, Inc. operates in metallurgical coal and is developing projects in rare earth elements and critical minerals, with operational offices in West Virginia and Wyoming [18].