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Ramaco Resources (NASDAQ: METC) plans 5 million tons per year, $400M revolver

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Form Type
8-K/A

Rhea-AI Filing Summary

Ramaco Resources, Inc. filed an amendment to replace its stockholder letter exhibit, removing certain financial tabulations, clarifying that the Fluor Corporation “Preliminary Economic Assessment” is a conceptual study now referred to as the “Fluor Study,” and updating exhibit descriptions. The revised letter outlines progress at the Brook Mine rare earth and critical minerals project.

The company recently raised $200 million in new common equity and describes Board approval to upsize Brook Mine from 2 million to 5 million tons per year of coal feedstock, increasing planned rare earth and critical mineral oxide output to approximately 3,400 tons per year. Management plans to expand permitted acreage from roughly 4,500 to almost 16,000 acres, pursue a higher cut-off grade of almost 500 ppm, and complete a Pre-Feasibility Study led by Hatch Ltd. by Q1 2026. A fall drilling program of 15 holes is under way, and a KeyBank term sheet contemplates enlarging the revolving credit facility from $200 million to $400 million, with an accordion feature that could bring it to $550 million over a five-year term.

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Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity raised $200 million New common equity raised in early August to recapitalize the company
Revolver size increase $200 million to $400 million Proposed increase of revolving credit facility in KeyBank term sheet
Accordion feature capacity $150 million to $550 million Accordion feature could increase the ultimate size of the revolver
Coal production target 5 million tons per year Planned Brook Mine base coal production, up from 2 million tons per year
Oxide production target approximately 3,400 tons per year Proposed annual rare earth and critical mineral oxide output
Brook Mine life over 60 years Estimated mine life at the 5-million-ton annual production level
Terbium price almost $4 million a tonne Terbium trading level cited from western rare earth indices
Cut-off concentration grade almost 500 ppm Higher cut-off grade targeted for Brook Mine rare earth deposit
Preliminary Economic Assessment financial
"study prepared by the Fluor Corporation titled “Preliminary Economic Assessment”"
A preliminary economic assessment is an initial analysis that estimates the potential profitability and feasibility of a project or resource, such as a new mineral deposit or development venture. It provides a rough idea of costs, benefits, and risks, helping investors decide whether to pursue more detailed studies. This early evaluation is important because it offers a snapshot of whether the project is worth further investment and development.
Technical Report Summary (TRS) technical
"issued a new geological Technical Report Summary (TRS) from Weir International"
A technical report summary (TRS) is a concise, plain-language version of a detailed technical document that explains key methods, findings and conclusions about a project—such as resource estimates, safety results or performance tests. Investors use it like a vehicle inspection sticker: it highlights the most important facts and risks so readers can quickly judge the strength and reliability of the underlying technical work without wading through full technical data.
Pre-Feasibility Study (PFS) technical
"incorporating these revisions into its ongoing Pre-Feasibility Study (PFS)"
A pre-feasibility study (PFS) is an early but structured assessment of a proposed project that estimates its likely costs, revenues, timeline and main technical risks to see if the idea can work economically. It is more detailed than a concept note but less detailed than a full feasibility study, so investors use it as a reality check and to decide whether to commit more time or money. Think of it as a rough blueprint and budget estimate that helps weigh potential returns and key uncertainties before deeper investment.
Defense Production Act regulatory
"focused on federal support mechanisms such as the Defense Production Act"
A U.S. law that lets the federal government prioritize, allocate, and financially support the production and supply of goods and services needed for national defense or major emergencies. For investors, it can quickly change a company’s sales outlook and production plans by directing contracts, speeding approvals, or providing subsidies—like a city mayor telling factories which products to make during a crisis—so affected companies may see rapid revenue or cost shifts.
accordion feature financial
"with an accordion feature that could increase the ultimate size"
An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is the main purpose of Ramaco Resources (METC) filing this 8-K/A amendment?

The amendment replaces the prior stockholder letter exhibit, removing certain tabulations and clarifying that the Fluor Corporation “Preliminary Economic Assessment” is a conceptual “Fluor Study,” while also updating Item 9.01 to correctly describe which exhibits were filed or furnished.

How much new equity capital has Ramaco Resources (METC) raised recently and why?

Ramaco raised $200 million in new common equity underwritten by Morgan Stanley and Goldman Sachs. The company states this recapitalization strengthened its financial position and helped enable Board-authorized expansion steps for the Brook Mine rare earth and critical minerals project in Wyoming.

What production expansion is planned at Ramaco Resources (METC) Brook Mine rare earth project?

The Board authorized plans to raise base coal production from 2 million to 5 million tons per year, increasing proposed rare earth and critical mineral oxide output to approximately 3,400 tons per year. At this level, Brook Mine life could extend to over 60 years, with potential for even higher output.

What are the key terms of the proposed revolving credit facility for Ramaco Resources (METC)?

A KeyBank term sheet contemplates extending and increasing the revolver from $200 million to $400 million, with an accordion feature that could raise total capacity by $150 million to $550 million. The five-year facility would fund general corporate purposes, including Brook Mine REE/CM development.

What technical studies are underway for Ramaco Resources (METC) Brook Mine project?

Ramaco issued a new geological Technical Report Summary from Weir International and is pursuing a mine plan with a higher cut-off grade of almost 500 ppm. Hatch Ltd. has been retained to lead a Pre-Feasibility Study, which is expected to be delivered in Q1 2026 for permitting and investment discussions.

How is Ramaco Resources (METC) engaging with U.S. federal agencies on Brook Mine?

Management reports active discussions with DOE, DOI, DOW, the Permitting Council, NEDC and NSC. Topics include support mechanisms such as the Defense Production Act and the Energy Dominance Loan Program, aiming to align Brook Mine with national security and critical mineral supply-chain priorities.

What drilling activity is planned at Ramaco Resources (METC) Brook Mine site?

Ramaco has launched a fall drilling program with two rigs targeting 15 new holes before winter. Seven are exploratory, including six outside the current permit boundary, and some holes will become deep-water monitoring wells to support resource expansion and deeper high-grade seam permitting.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 8-K/A

 

Amendment No. 1

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported): September 18, 2025

 

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

 

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))

 

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
Class B common stock, $0.01 par value   METCB   Nasdaq Global Select Market
8.375% Senior Notes due 2029   METCZ   Nasdaq Global Select Market
8.250% Senior Notes due 2030   METCI   Nasdaq Global Select Market

 

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. ☐

 

 

 

 
 

 


EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Ramaco Resources, Inc. (the “Company”) filed with the Securities and Exchange Commission on September 18, 2025 (the “Original Form 8-K”). The Company is filing this Amendment to replace Exhibit 99.1 (the “Shareholder Letter”) to the Original Form 8-K with a revised Shareholder Letter reflecting: (i) the removal of certain tabulations covering development options, margin analysis, cash flow analysis, valuation, and summary of production metrics, and to make related conforming changes to the Shareholder Letter; (ii) clarification that the study prepared by the Fluor Corporation titled “Preliminary Economic Assessment” was a conceptual study, and to reference such study as the “Fluor Study”; and (iii) an explanatory note at the top of the letter explaining the foregoing revisions.

 

Item 9.01 has also been amended and restated in its entirety to indicate that Exhibits 23.1, 96.1, 99.2, and 99.3 were furnished or filed with the Original Form 8-K and that the Shareholder Letter is being furnished with this Amendment. Item 9.01 of this Amendment also corrects the name of Exhibit 96.1 in conjunction with the above noted changes.

 

Except as expressly set forth herein, this Amendment does not amend, modify or update any other disclosures contained in the Original Form 8-K, and this Amendment does not reflect events occurring after the filing date of the Original Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.
  Description
23.1   Consent of Weir International, Inc. (incorporated by reference to Exhibit 23.1 of the Original Form 8-K).
96.1   Technical Report Summary – Brook Mine – Critical Mineral Initial Assessment, dated September 17, 2025, with an effective date of June 30, 2025 (incorporated by reference to Exhibit 96.1 of the Original Form 8-K).
99.1   Letter to Stockholders released by Ramaco Resources, Inc. dated September 18, 2025
99.2   Press Release issued by Ramaco Resources, Inc. dated September 18, 2025 (incorporated by reference to Exhibit 99.2 of the Original Form 8-K).
99.3   Press Release issued by Ramaco Resources, Inc. dated September 18, 2025 (incorporated by reference to Exhibit 99.3 of the Original Form 8-K).
104   Cover page Interactive Data File (embedded within the Inline XBRL document)

 

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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 24, 2026

 

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Exhibit 99.1

 

 

September 18, 2025

 

This letter revises the letter to shareholders originally filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated September 18, 2025 to (i) remove certain tabulations covering development options, margin analysis, cash flow analysis, valuation, and summary of production metrics, and to make related conforming changes in the letter; and (ii) to clarify that the study prepared by the Fluor Corporation titled “Preliminary Economic Assessment” was a conceptual study and to refer to such study as the “Fluor Study.” Except as so revised, this letter remains unchanged from the original.

 

Dear Shareholders,

 

Since our groundbreaking of the Brook Mine in July we have rapidly moved to build on the momentum of being the first new rare earth mine in the United States in 70 years. We have now begun the transition into the nation’s first dual platform critical minerals company. A brief overview of some of our activities over the past two months is provided in this letter.

 

First, to meet the challenge in early August we meaningfully recapitalized our company by raising $200 million in new common equity underwritten by Morgan Stanley and Goldman Sachs. This has resulted in over a billion dollar increase in our market capitalization and has also financially positioned Ramaco to initiate the actions described below that the Board has now authorized.

 

Rare Earth Project Production Expansion and Acceleration

 

Earlier this year Ramaco was requested by various arms of the Administration to consider both the expansion and acceleration of the Brook Mine rare earth (REE) and critical mineral (CM) project. It has been called the largest unconventional rare earth deposit in North America by the Department of Energy's National Energy Technology Laboratory.

 

Acting upon this request, the Company’s Board of Directors this week authorized management to initiate all necessary steps to significantly upsize the Brook Mine to produce at a base coal production level of 5 million tons per year from a previous 2-million-ton level.

 

In line with that feedstock increase, the proposed commercial rare earth and critical mineral oxide annual production levels will rise to approximately 3,400 tons per year from the previous level of 1,240 tons as referenced in the summary of the conceptual study prepared by the Fluor Corporation titled “Preliminary Economic Assessment” (the “Fluor Study”).

  

In connection with this expansion, the Company will proceed to actively engage with Federal and State officials to expand the existing approved Brook Mine permit on roughly 4,500 acres to include our entire almost 16,000 acres of control. We will also increase the design of the processing capacity of the commercial oxide facility to reflect this enhanced level of oxide production.

 

At the revised 5-million-ton annual production level, the mine life at the Brook Mine could now extend to over 60 years at the higher production level over the entire area of ownership. Further core drilling, as well as chemical and hydrometallurgical analysis will commence this fall on the roughly 11,500 additional contiguous acres which are not in the current permit, in anticipation of this expansion.

 

Given the size of the Brook Mine mineral resource the increased 5-million-ton annual production level can potentially both technically and commercially also be raised above these revised figures to roughly 8-10 million tons of annual coal production dependent upon future market demand.

 

 

 

Along those lines, recent feedback from potential customers suggests the annual production figures cited above could prove to be conservative by the time our commercial mine reaches steady state production in a few years. Furthermore, it has become clear that the REE and CM market has become bifurcated between unstable supply lines from China and potential reliable supply provided from the western world. Terbium, for example, is trading at almost $4 million a tonne according to western REE indices, well above current prices in China.

 

In addition, the Board has requested management to work with all relevant parties to accelerate the original development timeline of the Brook Mine project to reach full commercial oxide production. Our pilot plant is expected to begin operation later this year and our commercial oxide plant could begin construction later in 2026 with an expected 18-month construction period.

 

We hope that an acceleration to this schedule will enable the Company to have a “first mover” advantage in terms of initiating new United States production, but also as the dominant domestic producer in providing the country with our specific REEs and CMs for decades to come.

 

The more than doubling of the production will enable the Company to better serve key domestic industries in defense, semiconductors, energy, electronics and aerospace while reducing their reliance on foreign sources of REEs and CM. It is also expected to unlock substantial economic and operational efficiencies across the Company’s REE mining operations.

 

Federal Agency Engagement

 

Management is actively engaged with strategic discussions involving senior officials across the Department of Energy (DOE), Department of Interior (DOI), Department of War (DOW), the Federal Permitting Improvement Steering Council (Permitting Council), the President’s National Energy Dominance Council (NEDC) and the National Security Council (NSC). These discussions are aligned with the President’s emergency declaration, which prioritizes domestic critical mineral production as a matter of national security and economic resilience.

 

Management has emphasized the project’s alignment with federal objectives, including supply chain independence, defense readiness, and energy innovation. The NEDC has played a key leadership role in facilitating broader federal engagement and building awareness of the project’s priority.

 

Meetings with DOE, DOW and DOI officials have focused on federal support mechanisms such as the Defense Production Act and the Energy Dominance Loan Program. The Company has proposed to expand domestic REE metallization capacity for defense and commercial applications. These engagements reflect a shared urgency to reduce reliance on foreign sources, particularly China, and to accelerate domestic production in response to global supply chain threats.

 

The Company remains committed to working collaboratively with federal agencies to ensure the Brook Mine project advances swiftly and securely. This coordinated federal outreach underscores the Company’s leading role in advancing the President’s priorities and securing America’s mineral future.

 

Higher Mine Cut-Off Grade / Revised Mine Cost / Revised Technical Report Summary (TRS) and Pre-Feasibility Study (PFS)

 

Today Ramaco also issued a new geological Technical Report Summary (TRS) from Weir International, updated from their March 2025 study which has several important implications. As a result of this new TRS, management has undertaken a focused initiative to pursue a revised mine plan designed on mining REES with a higher cut-off concentration grade of almost 500 ppm for the Brook Mine deposit.

 

This plan will target deposit zones with the highest concentrations of REEs and CMs to enhance project economics and resource efficiency. This revised mine plan now indicates significant resource of higher grade than known at the time of the Fluor Study and presents a more accurate and favorable cost structure, improved project returns and a shortened estimated payback period.

 

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Higher grade mine opportunities are being guided by recent metallurgical and geologic data, enabling more precise mine planning and resource classification. To assist in guiding its mining, Ramaco has also been able to interpolate this new information with its deployment of advanced artificial intelligence (AI) and machine learning tools, one developed by Ramaco in collaboration with the DOE’s NETL and the other with Terra AI, a private AI firm associated with Stanford University.

 

These updates are expected to significantly increase the proportion of high-value oxide production in early years, thereby boosting early cash flows. The Company is also incorporating these revisions into its ongoing Pre-Feasibility Study (PFS) to support the planned upsize of the mining permit and expansion of the commercial oxide facility.

 

Ramaco has officially retained Hatch Ltd. to lead the PFS for the Brook Mine project. Hatch was selected for its technical expertise in rare earth processing and will oversee test work, pilot plant design, and process optimization. The PFS will be a key document for future permitting, investment, and offtake discussions, aligning with Ramaco’s strategy to accelerate project development. It is expected to be delivered in Q1 2026.

 

Drilling Program

 

We have launched our fall drilling program at the Brook Mine, with two rigs now operating to complete 15 new holes before winter weather sets in. This program will expand the reach of the deposit and to continue upgrading the quality of our defined resource.

 

Of the 15 drill holes, seven are exploratory holes with six located outside the current permit boundary, targeting new zones of interest. These zones are considered highly prospective based on analogs observed within the existing permit area. If confirmed, they are expected to unlock significant expansion opportunities, both for mining and for production expansion.

 

The balance of the holes are infill drill holes, focused on tightening spacing, upgrading our resource classification, and further defining the high-grade trends we have already identified. Several drill holes will be converted into deep-water monitoring wells, which will allow us to collect baseline data on deeper aquifers. This is an essential step in expanding our permit to cover deeper high-grade seams, which offer strong potential for future development.

 

Each new drill hole will be wireline logged, cored, and sampled to ensure robust geological and petrophysical data capture. This exploration campaign marks a critical step forward in strengthening both our geologic understanding and our permitting pathway, while positioning the Brook Mine for major expansion opportunities.

 

Significant Upsize of Revolving Credit Facility

 

The Company’s principal lender, KeyBank, NA. this week provided a Term Sheet to both extend and meaningfully increase the size of its existing Revolver facility between Ramaco, KeyBank, NA and a bank syndicate. The finalization of the new syndicated facility is expected to be completed in the fourth quarter.

 

The proposed terms will seek to increase the Revolver from $200 million to $400 million with an accordion feature that could increase the ultimate size by an additional amount of $150 million to $550 million. Importantly, the proposed facility will provide Ramaco an improved and highly favorable covenant structure, increasing our financial flexibility over the facility’s entire tenor.

 

The term of the new facility will be for five years. The funding will be available for general corporate purposes, including as an additional funding source towards the development of our rare earth and critical minerals platform at the Brook Mine.

 

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We view this enhanced facility as both a validation of our creditworthiness, and a meaningful strengthening of our already strong liquidity position.

 

In closing, we will continue to provide shareholders with on-going periodic updates of significant milestones as our development of the Brook Mine rare earth project unfolds.

 

  All the best,
   
  /s/ Randall W. Atkins
  Randall W. Atkins
  Chairman and Chief Executive Officer

 

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ABOUT RAMACO RESOURCES

 

Ramaco Resources, Inc. is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, and southwestern Virginia and a developing producer of coal, rare earth and critical minerals in Wyoming. Its executive offices are in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has four active metallurgical coal mining complexes in Central Appalachia and one development rare earth and coal mine near Sheridan, Wyoming in the initial stages of production. In 2023, the Company announced that a major deposit of primary magnetic rare earths and critical minerals was discovered at its mine near Sheridan, Wyoming. Contiguous to the Wyoming mine, the Company operates a carbon 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 76 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 https://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, unexpected delays in our current mine development activities, the ability to successfully ramp up production at our complexes in accordance with the Company’s growth initiatives, failure of our sales commitment counterparties to perform, increased government regulation of coal in the United States or internationally, the impact of tariffs imposed by the United States and foreign governments, the further decline of demand for coal in export markets and underperformance of the railroads, the Company's ability to successfully develop the Brook Mine REE/CM project, including whether the Company's exploration target and estimates for such mine are realized, the timing of the initial production of rare earth concentrates the development of a pilot and ultimately a full scale commercial processing facility. 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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