Ramaco Resources
Annual Report 2022

Plain-text annual report

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or For the transition period from to Commission File Number: 001-38003 RAMACO RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 250 West Main Street, Suite 1900 Lexington, Kentucky (Address of principal executive offices) 38-4018838 (I.R.S. Employer Identification No.) 40507 (Zip Code) Securities registered pursuant to Section 12(b) of the Act: (859) 244-7455 (Registrant’s telephone number, including area code) Title of each class Common Stock, $0.01 par value 9.00% Senior Notes due 2026 Trading Symbol METC METCL Name of each exchange on which registered on which registered NASDAQ Global Select Market NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ☐ Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes X No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer ☐ ☐ Accelerated filer Smaller reporting company Emerging growth company X X ☐ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued is audit report. X If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X As of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliates of the registrant was $318.8 million. As of February 28, 2023, the registrant had 44,451,850 shares of common stock outstanding. Documents Incorporated by Reference: Certain information required to be furnished pursuant to Part III of this Annual Report on Form 10-K is set forth in, and is hereby incorporated by reference herein from, the definitive proxy statement for our 2023 Annual General Meeting of Stockholders, to be filed by Ramaco Resources with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2022. Table of Contents ITEM 1. ITEM 1A. ITEM 1B. ITEM 2. ITEM 3. ITEM 4. ITEM 5. ITEM 6. ITEM 7. ITEM 7A. ITEM 8. ITEM 9. ITEM 9A. ITEM 9B. ITEM 9C. ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures TABLE OF CONTENTS PART I PART II Market for Registrant’s Common Equity and Related Shareholder Matters [Reserved] Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Disclosures Regarding Foreign Jurisdictions that Prevent Inspections PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Persons Transactions Principal Accountant Fees and Services ITEM 15. SIGNATURES Exhibits and Financial Statement Schedules PART IV 2 Page 4 22 52 52 61 61 62 62 63 74 75 104 104 104 105 105 105 105 105 105 106 115 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The information in this Annual Report on Form 10-K (the "Annual Report”) includes "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act”). All statements, other than statements of historical fact included in this report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward- looking statements. When used in this Annual Report, the words "could,” "believe,” "anticipate,” "intend,” "estimate,” "expect,” "project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading "Risk Factors” included in this report Annual Report. Forward-looking statements may include statements about: ● risks related to the impact of the novel coronavirus ("COVID-19”) global pandemic, such as the scope and duration of the outbreak, the health and safety of our employees, government actions and restrictive measures implemented in response, delays and cancellations of customer sales, supply chain disruptions and other impacts to the business, or our ability to execute our business continuity plans; ● anticipated production levels, costs, sales volumes and revenue; ● timing and ability to complete major capital projects; ● economic conditions in the metallurgical coal and steel industries generally, including any near-term or long-term downturn in these industries as a result of the COVID-19 global pandemic and related actions; ● expected costs to develop planned and future mining operations, including the costs to construct necessary processing, refuse disposal and transport facilities; ● estimated quantities or quality of our metallurgical coal reserves; ● our ability to obtain additional financing on favorable terms, if required, to complete the acquisition of additional metallurgical coal reserves as currently contemplated or to fund the operations and growth of our business; ● maintenance, operating or other expenses or changes in the timing thereof; ● the financial condition and liquidity of our customers; ● competition in coal markets; ● the price of metallurgical coal or thermal coal; ● compliance with stringent domestic and foreign laws and regulations, including environmental, climate change and health and safety regulations, and permitting requirements, as well as changes in the regulatory environment, the adoption of new or revised laws, regulations and permitting requirements; ● potential legal proceedings and regulatory inquiries against us; ● the impact of weather and natural disasters on demand, production and transportation; ● purchases by major customers and our ability to renew sales contracts; ● credit and performance risks associated with customers, suppliers, contract miners, co-shippers and traders, banks and other financial counterparties; ● geologic, equipment, permitting, site access and operational risks and new technologies related to mining; ● transportation availability, performance and costs; ● availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires; ● timely review and approval of permits, permit renewals, extensions and amendments by regulatory authorities; ● our ability to comply with certain debt covenants; ● tax payments to be paid for the current fiscal year; ● our expectations relating to dividend payments and our ability to make such payments; ● the anticipated benefits and impacts of the Ramaco Coal, LLC ("Ramaco Coal”) and Maben Coal, LLC ("Maben Coal”) acquisitions; 3 Table of Contents ● risks related to Russia’s invasion of Ukraine and the international community’s response; ● risks related to weakened global economic conditions and inflation; and ● other risks identified in this Annual Report that are not historical. We caution you that these forward-looking statements are subject to a number of risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of coal. Moreover, we operate in a very competitive and rapidly changing environment and additional risks may arise from time to time. It is not possible for our management to predict all of the risks associated with our business, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Annual Report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements, expressed or implied, included in this Annual Report are expressly qualified in their entirety by this cautionary statement and speak only as of the date of this Annual Report. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Annual Report. Item 1. Business PART I Ramaco Resources, Inc. is a Delaware corporation formed in October 2016. Our common stock is listed on the NASDAQ Global Select Market under the symbol "METC”. Our 9.00% Senior Notes due 2026 (the "Senior Notes”) are listed on the NASDAQ Global Select Market under the symbol "METCL”. Our principal corporate offices are located in Lexington, Kentucky. As used herein, "Ramaco Resources,” "the Company,” "we,” "our,” and similar terms include Ramaco Resources, Inc. and its subsidiaries, unless the context indicates otherwise. General We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, southwestern Virginia, and southwestern Pennsylvania. We are a pure play metallurgical coal company with 62 million reserve tons and 1,156 million measured and indicated resource tons of high-quality metallurgical coal. We believe our advantaged reserve geology provides us with higher productivities and industry leading lower cash costs. Our development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek and RAM Mine. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic target customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers. In addition, the Company completed acquisitions of Ramaco Coal and Maben Coal in the second and third quarter of 2022, respectively. With the Ramaco Coal acquisition, we control mineral deposits near Sheridan, Wyoming along with facilities that house research and development activities. With the Maben Coal acquisition, we have obtained control of additional coal deposits in Wyoming County and Raleigh County, West Virginia. Our operations include six active mines at our Elk Creek mining complex (the "Elk Creek Complex”). Development of this complex commenced in 2016 and included construction of a preparation plant and rail load-out facilities. The Elk Creek property consists of approximately 20,200 acres of controlled mineral rights and contains 4 Table of Contents approximately 16 seams that we have targeted for production. The Company commenced expansion of the Elk Creek preparation plant during 2022 to increase production in future periods. Development of our Berwind mining complex (the "Berwind Complex”) began in late-2017. In 2020, we suspended development at the Berwind Complex due to lower pricing and demand largely caused by the COVID-19 outbreak. In early-2021, as pricing and demand improved, Berwind development was restarted. We successfully reached the thicker Pocahontas No. 4 seam in late 2021. The Berwind property consists of approximately 62,500 acres of controlled mineral rights, including the December 2021 acquisition of "Amonate Assets” from subsidiaries of Coronado Global Resources Inc. ("Coronado”) as described under "Our Projects – Berwind” below. The Amonate Assets include a processing plant located in our Berwind Complex, saving us transportation costs to our Knox Creek plant 26 miles away. The Berwind Complex experienced an ignition event during 2022 that resulted in idling mining operations for one of the active mines. Production restarted for the idle mine in the first quarter of 2023. Our Knox Creek facility includes a preparation plant and 74,400 acres of controlled mineral rights that we expect to develop in the future. The Knox Creek preparation plant processes coal from our Berwind Complex (until the newly acquired plant at the Berwind Complex is fully up and running) as well as coal mined from the rights acquired in the Maben Coal transaction, discussed below, and coal purchased from third parties. Our RAM Mine property is located in southwestern Pennsylvania, consists of approximately 1,567 acres of controlled mineral rights, and is scheduled for initial production after a mining permit is issued and market conditions warrant development. The Ramaco Coal acquisition in 2022 provides the Company with 16,000 acres of controlled mineral rights that we expect to develop in the future, including possible rare earth elements, as well as a research and pilot facility related to the production of advanced carbon products and materials from coal. The Maben Coal acquisition in 2022 provides the Company with 28,000 leased acres of controlled mineral rights, which includes coal deposits that may be mined currently by surface and high wall mining methods as well as developed in the future through deep mining. As of December 31, 2022, our estimated aggregate annual production capacity is approximately 2.7 million clean tons of coal. We plan to complete development of our existing properties and increase annual production over the next few years to approximately 6.5 million clean tons of metallurgical coal annually, subject to market conditions, permitting, and additional capital deployment. We may also acquire additional reserves or infrastructure that contribute to our focus on advantaged geology and lower costs. Metallurgical Coal Industry Metallurgical coal is also known as "met coal " or "coking coal,” and is a key component of the blast furnace steelmaking process. United States metallurgical coal mines are primarily located in the Appalachian area of the eastern U.S. Imported metallurgical coal has historically been uneconomic due to transportation costs and availability of domestic supply. Metallurgical coal is transported to domestic customers by truck, rail, barge and vessel. Metallurgical coal contracts in North America are typically 12-month, calendar year contracts where both prices and volumes are fixed. These contracts are normally negotiated and settled during the third and fourth quarters of the preceding calendar year. U.S. metallurgical coal supply in excess of what can be consumed in North America is exported to the seaborne market and sold to buyers in Europe, South America, Africa, India and Asia. The U.S. is the second largest global supplier to the seaborne metallurgical coal market behind Australia. U.S. metallurgical coal exports are primarily sold to buyers in the Atlantic Basin market (customers in Europe, Brazil and Africa), and serve as swing supply to buyers in the Pacific Basin (customers in India, South Korea, Japan and China). U.S. metallurgical coal exports compete with Australian metallurgical coals that are generally produced at a lower cost, but are geographically disadvantaged to the Atlantic Basin. Conversely, Australian production has a much shorter logistical route to Pacific Basin customers. Any 5 Table of Contents supply shortfall out of Australia, or increase in global demand beyond Australia’s capacity, has historically been serviced by U.S. and Canadian metallurgical coal producers. Export metallurgical coal pricing is determined utilizing a series of indices from a number of independent sources and is adjusted for coal quality. Contracted export volumes have terms that vary in duration from spot cargoes to one year, rarely exceeding one year. In some cases, indices are used to calculate pricing at the point that the coal changes hands. In other cases, an average value of indices over time may be utilized. While the term "benchmark” is still utilized, it too is determined based on index values, typically for the preceding three months. Metallurgical coals are generally classified as high, medium or low-volatile ("vol”). Volatiles are products, other than water, that are released as gas or vapor when coal is converted to coke. Carbon is the primary element which remains when the volatiles are released. Our Strategy Our business strategy is to increase stockholder value through sustained earnings growth, cash flow generation and dividends by: Developing and Operating Our Metallurgical Coal Properties. We have 62 million and 1,156 million measured and indicated tons of high-quality metallurgical coal reserves and resources, respectively, with attractive quality characteristics across high-volatility and low- volatility segments. This geologically advantaged resource and reserve base allows for flexible capital spending in challenging market conditions. We plan to complete development of our existing properties and increase annual production over the next few years to approximately 6.5 million clean tons of metallurgical coal, subject to market conditions, permitting and additional capital deployment. We may also acquire additional reserves or infrastructure that contribute to our focus on advantaged geology and lower costs. Being a Low-Cost U.S. Producer of Metallurgical Coal. Our reserve base presents advantaged geologic characteristics such as relatively thick coal seams at the deep mines, a low effective mining ratio at the surface mines, and desirable metallurgical coal quality. These characteristics contribute to a production profile that has a cash cost of production that is significantly below most U.S. metallurgical coal producers. Maintaining a Conservative Capital Structure and Prudently Managing the Business for the Long Term. We are committed to maintaining a conservative capital structure with a reasonable amount of debt that will afford us the financial flexibility to execute our business strategies on an ongoing basis. Enhancing Coal Purchase Opportunities. Depending on market conditions, we purchase coal from other independent producers. Purchased coal is complementary from a blending standpoint with our produced coals or it may also be sold as an independent product. Demonstrating Excellence in Safety and Environmental Stewardship. We are committed to complying with both regulatory and our own high standards for environmental and employee health and safety requirements. We believe that business excellence is achieved through the pursuit of safer and more productive work practices. Advancing our Initiatives in Rare Earth Elements and Advanced Carbon Products. We are also focused on critical mineral rare earth development as well as the potential commercialization of coal-to-carbon-based products and materials. These initiatives provide additional growth opportunities and upside potential in future periods. 6 Table of Contents Our Projects Our properties are primarily located in southern West Virginia, southwestern Virginia, southwestern Pennsylvania, and northeastern Wyoming. The following map shows the location of our mining complexes and projects, excluding our property located in Wyoming: Elk Creek Mining Complex Our Elk Creek Complex in southern West Virginia began production in late December 2016. The Elk Creek property consists of approximately 20,200 acres of controlled mineral and contains 16 seams that we believe are economically mineable. Nearly all our seams contain high-quality, high-volatile metallurgical coal accessible at or above drainage. Additionally, almost all of this coal is high-fluidity, which is an important factor for high-volatile metallurgical coal. We control the majority of the coal and related mining rights within the existing permitted areas and our current mine plans, as well as the surface for our surface facilities, through lease agreements with McDonald Land Company. We estimate that the Elk Creek Complex contains reserves capable of yielding approximately 30 million tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 215 million. We expect many of the coal resources will be converted to reserves when further drilling and exploration is completed on the property. We estimate that the mine life for the Elk Creek Complex is over 20 years. We currently market most of the coal produced from the Elk Creek Complex as a blended high-volatile A/B product. When segregated, a portion of our coal can be sold as a high-volatile A product for a premium. Our market for Elk Creek production is principally North American coke and steel producers. We also market our coal to European, South American, Asian and African customers, and occasionally to coal traders and brokers for use in filling orders for their blended products. Additionally, we seek to market a portion of our coal in the specialty coal markets that value low ash content. 7 Table of Contents We process our Elk Creek coal production through a 700 raw ton-per-hour preparation plant. The plant has a large-diameter (48”) heavy-media cyclone, dual-stage spiral concentrators, froth flotation, horizontal vibratory and screen bowl centrifuges. Our rail load-out facilities at Elk Creek are capable of loading 4,000 tons per hour and a full 150-car unit train in under four hours. The load-out facility is served by the CSX railroad. We also have the ability to develop on controlled property a rail-loading facility on the Norfolk Southern railroad, which would facilitate dual rail service. We have not yet committed the capital for development of a Norfolk Southern rail facility. The combined refuse capacity at the active disposal areas is expected to provide approximately 11 years of disposal life for our operations with additional refuse areas being permitted. We completed construction of a full complement of plate presses during 2020 to allow for dewatering material which then was being pumped as slurry to our impoundment. This equipment allows us to process all waste material for placement in areas designed for combined refuse disposal and maximize the life for disposal of fine waste rock in the pool of the impoundment. A large portion of our controlled reserves are permitted through existing, issued permits. We currently have three planned and permitted mines within the Elk Creek Complex and one permitted inactive mine. We are actively pursuing multiple new permits. On January 3, 2020, we entered into a mineral lease with the McDonald Land Company for coal reserves which, in many cases, are located immediately adjacent to our Elk Creek Complex. This leased property became available after the former base lease with another party was terminated. The prior lessee, who controlled the property since 1978, did not produce commercial amounts of coal from the property during their possession of the lease. While it is unusual to have a metallurgical reserve in this part of Central Appalachia remain idle for such an extended period of time, the configuration and location of the tracts lend themselves to be mined and processed far more efficiently from our Elk Creek property. The McDonald reserves have the same geologic advantages and low costs that are being experienced in our Elk Creek mines. During 2022, we began work on a throughput upgrade at our Elk Creek Preparation plant. We expect this upgrade will raise the nameplate processing capacity to 1,150 raw tons per hour and our annual processing capacity from this complex to approximately three million tons per year. We expect that this upgrade will be completed in the second quarter of 2023. In order to meet this increased capacity, we also began development work on additional low-cost, high- volatile underground and surface mines at Elk Creek. These mines began production during the second quarter of 2022 and are expected to reach full levels of productivity during 2023. Berwind Mining Complex Our Berwind Complex is located on the border of West Virginia and Virginia and is well-positioned to fill the anticipated market for low- volatile coals. The Berwind property consists of approximately 62,500 acres of controlled mineral rights, including the Amonate acquisition. We estimate that the mine life for the Berwind Complex is over 20 years. We view Berwind as the second flagship complex for Ramaco. Development of our Berwind Complex began in late-2017 in the thinner Pocahontas No. 3 seam and has since sloped up to current mining in the thicker Pocahontas No. 4 seam. In 2020, we suspended development at the Berwind Complex due to lower pricing and demand largely caused by the economic effects of COVID-19. In early 2021, as pricing and demand improved, Berwind development resumed, and we successfully reached the Pocahontas No. 4 seam in late 2021. The Berwind Complex experienced an ignition event during the third quarter of 2022 that resulted in idling mining operations for one of the active mines. Production restarted for the idle mine in the first quarter of 2023. We have the necessary permits for the Berwind Complex for our current and budgeted operations. A permit for our Squire Jim seam room-and-pillar underground mine was issued during 2020 and contains a large area of Squire Jim seam coal deposits. The Squire Jim seam of coal is the lowest known coal seam on the geologic column in this region, and due to depth of cover has never been significantly explored. At this point, we do not anticipate activating this mining permit. 8 Table of Contents In December 2021, we acquired the Amonate Assets from Coronado, pursuant to an asset purchase agreement. The acquisition included a mine complex located in McDowell County, West Virginia and Tazewell County, Virginia adjacent and contiguous to the Company’s existing Berwind Complex. The assets primarily consist of high quality, low and mid-volatile metallurgical coal reserves and resources, much of which will be mined from the Company’s Berwind Complex. Also purchased were several additional permitted mines and an idled 1.3 million ton per annum capacity coal preparation plant with a rail loading facility. We began mine development on the Amonate Assets shortly after the acquisition. Production began in the first quarter of 2022. The preparation plant and rail loading facility were refurbished during 2022 and began operation in the fourth quarter of 2022. Rail service is provided by Norfolk Southern. Knox Creek Mining Complex The Knox Creek Complex consists of approximately 74,400 acres of controlled mineral, a 750 tons per hour preparation plant and a coal- loading facility along with a refuse impoundment. Rail service is provided by Norfolk Southern. The Tiller Mine slope face-up and shafts were idled before our acquisition of the property. We have spent limited amounts of capital to review the feasibility of a high-vol A metallurgical deep mine in the Jawbone seam of coal. This seam is located slightly above the Tiller Seam and would be accessed via a short slope from within the existing Tiller seam mine. Jawbone coal could flow through the same portal and slope as the idle Tiller mine. Production is expected to resume once warranted by market conditions. We estimate that the mine life for the Knox Creek Complex is approximately 15 years. From time to time, we process coal purchased from other independent producers at the Knox Creek preparation plant and load-out facilities. We may also process and load coal from our Berwind Complex at this facility until such time that the Berwind plant is fully up and running. In the fourth quarter of 2019, we acquired multiple permits from various affiliates of Omega Highwall Mining, LLC. These permits are in close proximity to our Knox Creek preparation plant and loadout infrastructure, and provide immediate access to two separate mining areas in Southwestern Virginia. One is a deep mine permit in the Jawbone Seam, a geologically advantaged metallurgical coal reserve and resource. The second is a metallurgical surface mine in the Tiller seam that is mined via surface and highwall mining methods. In August 2021, we began production at this new surface mine known as the Big Creek mine. We added a highwall miner in the fourth quarter of 2021. RAM Mine Our RAM Mine property is located in southwestern Pennsylvania, consists of approximately 1,567 acres of controlled mineral. Production of high-vol coal from the Pittsburgh seam is planned from a single continuous-miner room-and-pillar underground operation. The Pittsburgh seam, in close proximity to Pittsburgh area coke plants, has historically been a key feedstock for these coke plants. Operation of our RAM Mine coal reserve may require access to a newly constructed preparation plant and loading facility, third party processing, or direct shipment of raw coal product. Upon commencement of mining, we anticipate that the mine will produce at an annualized rate of between 300 and 500 thousand tons with an estimated 10-year mining life. We expect that coal from the RAM Mine coal reserve will be transported to our customers by highway trucks, rail cars or by barge on river systems. In addition to close proximity to river barge facilities, our RAM Mine operations are also near Norfolk Southern rail access. Our RAM Mine property initial production is subject to a final mining permit being issued and market conditions warrant development. 9 Table of Contents Maben The Maben property is located in southern West Virginia and consists of approximately 28,000 acres of controlled mineral rights acquired from the purchase of Maben Coal in the third quarter of 2022. As part of the transaction, we assumed existing mining permits issued by the West Virginia Department of Environmental Protection, which authorize mining by both surface and highwall mining methods as well as by underground methods. The property also has issued permits covering an existing haul road as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date. The Maben property contains various areas of high-quality low-vol metallurgical coal in the Sewell, Pocahontas 3, Pocahontas 4, and Pocahontas 6 seams of coal. The Company expects that coal contained in the Sewell seam will be mined by surface and high-wall mining methods. Initial production is expected to begin in the second quarter of 2023, reaching an annualized production rate of approximately 250,000 tons of low-volatile coal. The Company will consider deep mine development of coal contained in Pocahontas 3 and 4 seams at a future point. While the Company intends to utilize the Knox Creek preparation plant in the near term, such development would likely require construction of a new preparation plant and loadout as mentioned above. Brook Mine The property is located in northeastern Wyoming, near Sheridan, and consists of approximately 16,000 acres of controlled mineral rights and a research and development facility that were acquired as part of the purchase of Ramaco Coal in the second quarter of 2022. The property includes a thermal coal deposit and permit as well as occurrences of rare earth elements. The mine is currently undergoing mineral analysis and core drilling assessment to assess the potential concentrations of rare earth elements. This property is being used to support the Company’s possible expansion into the manufacture and commercialization of advanced carbon products and materials from coal. The Company refers to this potentially new business line as "CORE” (Carbon Ore-Rare Earth), signifying its focus on carbon ore and rare earth elements. Customers and Contracts Coal prices differ substantially by region and are impacted by many factors including the overall economy, demand for steel, demand for electricity, location, market, quality and type of coal, mine operation costs and the cost of customer alternatives. The major factors influencing our business are the global economy and demand for steel. We market the bulk of our production to North American integrated steel mills and coke plants, as well as international customers primarily in Europe, South America, Asia and Africa. Additionally, we market limited amounts of our production to various premium-priced specialty markets, such as foundry cokemakers, manufacturers of activated carbon products, and specialty metals producers. Coal quality and volumes are stipulated in coal sales agreements and, in many cases, the annual pricing and volumes are fixed. Our contracts with customers typically require us to deliver coal with minimum specifications or qualities. Variances from these specifications or qualities are settled by means of price adjustments. Generally, the Company’s domestic sales contracts have terms of about one year and the pricing is typically fixed. Export sales have spot or term contracts, and pricing can be either fixed or derived against index-based pricing mechanisms. We sold 2.5 million tons of coal during 2022. Of this, 58% was sold to North American markets and 42% was sold into export markets, excluding Canada. Principally, our export market sales were made to Europe. During 2022, sales to two customers accounted for approximately 38% of total revenue. No other customer accounted for 10% or more of our total revenue during 2022. If a major customer decided to stop purchasing coal or significantly reduced its purchases from us, revenue could decline and our operating results and financial condition could be adversely affected. 10 Table of Contents Trade Names, Trademarks and Patents We do not have any registered trademarks or trade names for our traditional products and services or subsidiaries, and we do not believe that any trademark or trade name is material to our traditional business. The names of the seams in which we have coal reserves, and attributes thereof, are widely recognized in the metallurgical coal market. Trademarks related to CORE, the Company’s potentially new business line, could become material depending on future developments. In connection with CORE, the Company holds 53 intellectual property patents and pending patents related to the conversion of low- cost carbon ore into higher value carbon products as well as exclusive licensing agreements, all of which have a remaining duration of 15-20 years. Competition Our principal domestic competitors include Alpha Metallurgical Resources, Inc., Blackhawk Mining, LLC, Coronado Global Resources Inc., Arch Resources, Inc., Peabody Energy Corporation and Warrior Met Coal, Inc. We also compete in international markets directly with domestic companies and with companies that produce coal from one or more foreign countries, such as Australia, Canada, and Colombia. Many of these coal producers are larger than we are and have greater financial resources and larger reserve bases than we do. Suppliers Supplies used in our business include petroleum-based fuels, explosives, tires, conveyance structure, ventilation supplies, lubricants and other raw materials as well as spare parts and other consumables used in the mining process. We use third-party suppliers for a significant portion of our equipment rebuilds and repairs, drilling services and construction. We believe adequate substitute suppliers and contractors are available, and we are not dependent on any one supplier or contractor. We continually seek to develop relationships with suppliers and contractors that focus on reducing our costs while improving quality and service. Environmental, Health and Safety and Other Regulatory Matters Our operations are subject to numerous federal, state, and local environmental, health and safety laws and regulations, such as those relating to permitting and licensing matters, employee health and safety, reclamation and restoration of mining properties, water discharges, air emissions, plant and wildlife protection, the storage, treatment and disposal of certain materials (including solid and hazardous wastes), remediation of contaminants, surface subsidence from underground mining and the effects of mining on surface water and groundwater conditions. Compliance with these laws and regulations may be costly and time-consuming, delay commencement, continuation or expansion of exploration or production at our facilities, and depress demand for our products by imposing more stringent requirements and limits on our customers’ operations. Moreover, these laws are constantly evolving and the trend has been for increasingly complex and stringent regulation over time. New legislative or administrative proposals, or judicial interpretations of existing laws and regulations related to the protection of the environment could result in substantially increased capital, operating and compliance costs. Due in part to these extensive and comprehensive regulatory requirements and ever-changing interpretations of these requirements, violations of these laws can occur from time to time in our industry and also in our operations. Expenditures relating to environmental compliance are a major cost consideration for our operations and safety and compliance is a significant factor in mine design, both to meet regulatory requirements and to minimize long-term environmental liabilities. The following is a summary of the various federal and state environmental and similar regulations that have a material impact on our business: 11 Table of Contents Surface Mining Control and Reclamation Act. The Surface Mining Control and Reclamation Act of 1977 (the "SMCRA”) establishes comprehensive operational, reclamation and closure standards for our mining operations and requires that such standards be met during the course of and following completion of mining activities. The SMCRA also stipulates compliance with many other major environmental statutes, including the Clean Air Act (the "CAA”), the Clean Water Act (the "CWA”), the Endangered Species Act (the "ESA”), the Resource Conservation and Recovery Act (the "RCRA”) and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (the "CERCLA”). Permits for all mining operations must be obtained from the United States Office of Surface Mining Reclamation and Enforcement (the "OSMRE”) or, where state regulatory agencies have adopted federally approved state programs under SMCRA, the appropriate state regulatory authority. Our operations are located in West Virginia, Virginia, and Pennsylvania, which have achieved primary jurisdiction for enforcement of SMCRA through approved state programs. The SMCRA imposes a complex set of requirements covering all facets of coal mining. SMCRA regulations govern, among other things, coal prospecting, mine plan development, topsoil or growth medium removal and replacement, disposal of excess spoil and coal refuse, protection of the hydrologic balance, and suitable post mining land uses. From time to time, the OSMRE will also update its mining regulations under the SMCRA. For example, the OSMRE has previously sought to impose stricter stream protection requirements by requiring more extension pre-mining and baseline data for coal mining operations. The rule was disapproved by Congress pursuant to the Congressional Review Act. However, whether Congress will enact future legislation to require a new stream protection rule remains uncertain. The existing rules, or other new SMCRA regulations, could result in additional material costs, obligations and restrictions upon our operations. Abandoned Mine Lands Fund. The SMCRA also imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the Abandoned Mine Reclamation Fund (the "AML Fund”), which is used to restore unreclaimed and abandoned mine lands mined before 1977. The adjusted fees proposed in the Interim Final Rule per ton for October 1, 2021 through September 30, 2034 are (i) 22.4 cents per ton for surface-mined anthracite, bituminous, and subbituminous coal if the value per ton is $2.24 per ton or more, (ii) 9.6 cents per ton for underground-mined anthracite, bituminous, and subbituminous coal if the value per ton is $0.96 per ton, and (iii) 6.4 cents per ton for surface- and underground-mined lignite coal if the value per ton is $3.20 per ton or more. . The Interim Final Rule took effect in August 2022. Estimates of our total reclamation and mine-closing liabilities are based upon permit requirements and our experience related to similar activities. If these accruals are insufficient or our liability in a particular year is greater than currently anticipated, our future operating results could be adversely affected. Mining Permits and Approvals. Numerous governmental permits and approvals are required for mining operations. We are required to prepare and present to federal, state, and local authorities data detailing the effect or impact that any proposed exploration project for production of coal may have upon the environment, the public and our employees. The permitting rules are complex and continuously updated, and may be subject to discretionary interpretations by regulators. Further, the laws, rules, and regulations that govern our mining operations authorize substantial fines and penalties, including revocation or suspension of mining permits under some circumstances. Monetary sanctions and, in certain circumstances, even criminal sanctions may be imposed for failure to comply with these laws. Compliance with required permits and associated regulations may have a material adverse impact on our operations, earnings, or financial condition. Applications for permits and permit renewals associated with our mining operations are also subject to public comment and potential legal challenges from third parties seeking to prevent a permit from being issued, or to overturn the applicable agency’s grant of the permit. Should our permitting efforts become subject to such challenges, the permits may not be issued in a timely fashion, may impose requirements which restrict our ability to conduct our mining operations or to do so profitably, or may not be issued at all. Any delays, denials, or revocation of these or other similar permits we need to operate could reduce our production and materially adversely impact our cash flow and results of our operations. 12 Table of Contents In order to obtain mining permits and approvals from state regulatory authorities, mine operators must also submit a reclamation plan for restoring the mined property to its prior condition, productive use or other permitted condition. The conditions of certain permits also require that we obtain surface owner consent if the surface estate has been split from the mineral estate. This requires us to negotiate with third parties for surface access that overlies coal we acquired or intend to acquire. These negotiations can be costly and time-consuming, lasting years in some instances, which can create additional delays in the permitting process. If we cannot successfully negotiate for land access, we could be denied a permit to mine coal we already own. Finally, we typically submit necessary mining permit applications several months, or even years, before we anticipate mining a new area. However, we cannot control the pace at which the government issues permits needed for new or ongoing operations. For example, the process of obtaining CWA permits can be particularly time-consuming and subject to delays and denials. The Environmental Protection Agency (the "EPA”) also has the authority to veto permits issued by the U.S. Army Corps. of Engineers (the "Corps”) under the CWA’s Section 404 program that prohibits the discharge of dredged or fill material into regulated waters without a permit. Even after we obtain the permits that we need to operate, many of the permits must be periodically renewed, or may require modification. There is some risk that not all existing permits will be approved for renewal, or that existing permits will be approved for renewal only upon terms that restrict or limit our operations in ways that may be material. Financial Assurance. Federal and state laws require a mine operator to secure the performance of its reclamation and lease obligations under the SMCRA through the use of surety bonds or other approved forms of financial security for payment of certain long-term obligations, including mine closure or reclamation costs. The changes in the market for coal used to generate electricity in recent years have led to bankruptcies involving prominent coal producers. Several of these companies relied on self-bonding to guarantee their responsibilities under the SMCRA permits including for reclamation. In response to these bankruptcies, the OSMRE issued a policy advisory in August 2016 to state agencies that was intended to discourage authorized states from approving self-bonding arrangements (the "Policy Advisory”). Although the Policy Advisory was rescinded in October 2017, certain states, including Virginia, had previously announced that they would no longer accept self-bonding to secure reclamation obligations under the state mining laws. Additionally, in March 2018, the Government Accounting Office recommended that Congress consider amending the SMCRA to eliminate the availability of self-bonding to guarantee responsibilities under SMCRA permits. Individually and collectively, these and future revised various financial assurance requirements may increase the amount of financial assurance needed and limit the types of acceptable instruments, straining the capacity of the surety markets to meet demand. This may delay the timing for and increase the costs of obtaining the required financial assurance. We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities. Federal and state laws require us to obtain surety bonds to secure payment of certain long-term obligations including mine closure or reclamation costs and other miscellaneous obligations. The bonds are renewable on a yearly basis. Surety bond rates have increased in recent years and the market terms of such bonds have generally become less favorable. Sureties typically require coal producers to post collateral, often having a value equal to 40% or more of the face amount of the bond. As a result, we may be required to provide collateral, letters of credit or other assurances of payment in order to obtain the necessary types and amounts of financial assurance. Under our surety bonding program, we are not currently required to post any letters of credit or other collateral to secure the surety bonds; obtaining letters of credit in lieu of surety bonds could result in a significant cost increase. Moreover, the need to obtain letters of credit may also reduce amounts that we can borrow under any senior secured credit facility for other purposes. If, in the future, we are unable to secure surety bonds for these obligations and are forced to secure letters of credit indefinitely or obtain some other form of financial assurance at too high of a cost, our profitability may be negatively affected. We intend to maintain a credit profile that precludes the need to post collateral for our surety bonds. Nonetheless, our surety has the right to demand additional collateral at its discretion. Some international customers require new suppliers to post performance guarantees during the initial stages of qualifying to become a long-term supplier. To date we have not had to provide a performance guarantee, but it is possible that such a guarantee could be required in the future. 13 Table of Contents Mine Safety and Health. The Federal Mine Safety and Health Act of 1977, as amended (the "MINE Act”) and the Mine Improvement and New Emergency Response Act of 2006 (the "MINER Act”), and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations. The regulations that have been adopted under the Mine Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, communications, emergency response procedures, and other matters. The Mine Safety and Health Administration (the "MSHA”) regularly inspects mines to ensure compliance with regulations promulgated under the Mine Act and MINER Act. Pennsylvania, West Virginia, and Virginia all have similar programs for mine safety and health regulation and enforcement. The various requirements mandated by federal and state statutes, rules, and regulations place restrictions on our methods of operation and result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity. The regulations enacted under the Mine Act and MINER Act as well as under similar state acts are routinely expanded or made more stringent, raising compliance costs and increasing potential liability. Our compliance with current or future mine health and safety regulations could increase our mining costs. At this time, it is not possible to predict the full effect that new or proposed statutes, regulations and policies will have on our operating costs, but any expansion of existing regulations, or making such regulations more stringent may have a negative impact on the profitability of our operations. If we were to be found in violation of mine safety and health regulations, we could face penalties or restrictions that may materially and adversely impact our operations, financial results and liquidity. In addition, government inspectors have the authority to issue orders to shut down our operations based on safety considerations under certain circumstances, such as imminent dangers, accidents, failures to abate violations, and unwarrantable failures to comply with mandatory safety standards. If an incident were to occur at one of our operations, it could be shut down for an extended period of time, and our reputation with prospective customers could be materially damaged. Moreover, if one of our operations is issued a notice of pattern of violations, then MSHA can issue an order withdrawing the miners from the area affected by any enforcement action during each subsequent significant and substantial ("S&S”) citation until the S&S citation or order is abated. Workers’ Compensation and Occupational Disease. We are insured for workers’ compensation benefits for work related injuries that occur within our United States operations. We retain insurance coverage for all of our subsidiaries and are insured for the statutory limits. Workers’ compensation liabilities, including those related to claims incurred but not reported, are recorded principally using annual valuations based on discounted future expected payments using historical data of the operating subsidiary or combined insurance industry data when historical data is limited. State workers’ compensation acts typically provide for an exception to an employer’s immunity from civil lawsuits for workplace injuries in the case of intentional torts. However, West Virginia’s workers’ compensation act provides a much broader exception to workers’ compensation immunity. The exception allows an injured employee to recover against his or her employer where he or she can show damages caused by an unsafe working condition of which the employer was aware that was a violation of a statute, regulation, rule or consensus industry standard. These types of lawsuits are not uncommon and could have a significant impact on our operating costs. In addition, we obtained from a third-party insurer a workers’ compensation insurance policy, which includes coverage for medical and disability benefits for occupational disease under the Federal Coal Mine Health and Safety Act of 1969 and the Mine Act. Under the Black Lung Benefits Revenue Act of 1977 and the Black Lung Benefits Reform Act of 1977, as amended in 1981, each coal mine operator must pay federal black lung benefits to claimants who are current and former employees and also make payments to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to January 1, 1970. The Patient Protection and Affordable Care Act of 2010 includes significant changes to the federal black lung program including an automatic survivor benefit paid upon the death of a miner with an awarded black lung claim and the establishment of a rebuttable presumption with regard to pneumoconiosis among miners with 15 or more years of coal mine employment that are totally disabled by a respiratory condition. These changes could have a material impact 14 Table of Contents on our costs expended in association with the federal black lung program. In addition to possibly incurring liability under federal statutes, we may also be liable under state laws for black lung claims. Clean Air Act. The CAA and comparable state laws that regulate air emissions affect coal mining operations both directly and indirectly. Direct impacts on coal mining and processing operations include CAA permitting requirements and emission control requirements relating to air pollutants, including particulate matter such as fugitive dust. The CAA indirectly impacts coal mining operations by extensively regulating the emissions of particulate matter, sulfur dioxide, nitrogen oxides, mercury and other compounds emitted by coal-fired power plants. In addition to the greenhouse gas ("GHG”) issues discussed below, the air emissions programs that may materially and adversely affect our operations, financial results, liquidity, and demand for our coal, directly or indirectly, include, but are not limited to, the following: ● Cross-State Air Pollution Rule. In July 2011, the EPA finalized the Cross-State Air Pollution Rule (the "CSAPR”), a cap-and-trade program that requires 28 states in the Midwest and eastern seaboard of the U.S. to reduce power plant emissions that cross state lines and contribute to ozone and/or fine particle pollution in other states. In May 2017, the EPA further limited summertime (May- September) nitrogen oxide emissions from power plants in 22 states in the eastern United States in the CSAPR Update Rule. For states to meet these requirements, a number of coal-fired electric generating units will likely need to be retired, rather than retrofitted with the necessary emission control technologies, reducing demand for thermal coal. Moreover, in September 2019, the United States Court of Appeals for the District of Columbia Circuit ("D.C. Circuit”) remanded the CSAPR Update Rule to the EPA on the grounds that it failed to timely require upwind states to control or eliminate their contribution to ozone and/or fine particulate matter in downwind states, as required under the CAA. In October 2020, the EPA proposed a Revised CSAPR Update Rule in response to the D.C. Circuit’s ruling, which was finalized in April 2021. The final rule resolves 21 states’ outstanding interstate pollution transport obligations and would require additional emissions reductions of nitrogen oxides from power plants in 12 states. Imposition of stricter deadlines for controlling downwind contribution could accelerate unit retirements or the need to implement emission control strategies. Any reduction in the amount of coal consumed by electric power generators as a result of these limitations could decrease demand for thermal coal. ● Acid Rain. Title IV of the CAA requires reductions of sulfur dioxide emissions by electric utilities and applies to all coal-fired power plants generating greater than 25 megawatts of power. Affected power plants have sought to reduce sulfur dioxide emissions by switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing or trading sulfur dioxide emission allowances. These reductions could impact our customers in the electric generation industry. These requirements are not supplanted by CSAPR. ● NAAQS for Criterion Pollutants. The CAA requires the EPA to set standards, referred to as National Ambient Air Quality Standards ("NAAQS”), for six common air pollutants: carbon monoxide, nitrogen dioxide, lead, ozone, particulate matter and sulfur dioxide. Areas that are not in compliance (referred to as "non-attainment areas”) with these standards must take steps to reduce emissions levels. The EPA has adopted NAAQS for carbon monoxide, nitrogen dioxide, sulfur dioxide, particulate matter and ground-level ozone. The CAA further requires the EPA to periodically review and revise the NAAQS, resulting in the trend of more stringent standards over time. States with non-attainment areas must adopt a state implementation plan that demonstrates compliance with the existing or new air quality standards. These plans could require significant additional emissions control expenditures at coal-fired power plants. New rules and standards may also impose additional emissions control requirements on our customers in the electric generation, steelmaking, and coke industries. Because coal mining operations emit particulate matter and sulfur dioxide, our mining operations could be affected when the new standards are implemented by the states. ● Mercury and Hazardous Air Pollutants. The EPA has established emission standards for mercury and other metal, fine particulates, and acid gases from coal- and oil-fired power plants through the Mercury and Air Toxics Standards ("MATS”) rule. Like CSAPR, MATS and other similar future regulations could 15 Table of Contents accelerate the retirement of a significant number of coal-fired power plants. Such retirements would likely adversely impact our business. Global Climate Change. Climate change continues to attract considerable public and scientific attention. There is widespread concern about the contributions of human activity to such changes, especially through the emission of GHGs. Numerous reports from scientific and governmental bodies such as the United Nations Intergovernmental Panel on Climate Change have expressed heightened concerns about the impacts of human activity, especially fossil fuel combustion, on the global climate. There are three primary sources of GHGs associated with the coal industry. First, the end use of our coal by our customers in electricity generation, coke plants, and steelmaking is a source of GHGs. Second, combustion of fuel by equipment used in coal production and to transport our coal to our customers is a source of GHGs. Third, coal mining itself can release methane, which is considered to be a more potent GHG than carbon dioxide, directly into the atmosphere. These emissions from coal consumption, transportation and production are subject to pending and proposed regulation as part of initiatives to address global climate change. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional, state and local levels of government to monitor and limit emissions of GHGs. Collectively, these initiatives could result in higher electric costs to our customers or lower the demand for coal used in electric or steel generation, which could in turn adversely impact our business. At present, we are principally focused on metallurgical coal production, which is not used in connection with the production of power generation. However, we may seek to sell greater amounts of our coal into the power-generation market in the future. The market for our coal may be adversely impacted if comprehensive legislation or regulations focusing on GHG emission reductions are adopted, or if our customers are unable to obtain financing for their operations. At the international level, in April 2016, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France, which resulted in an agreement intended to nationally determine their contributions and set GHG emission reduction goals every five years beginning in 2020. In November 2019, plans were formally announced for the U.S. to withdraw from the Paris Agreement with an effective exit date in November 2020. In February 2021, the current administration announced reentry of the U.S. into the Paris Agreement along with a new "nationally determined contribution” for U.S. GHG emissions that would achieve emissions reductions of at least 50% relative to 2005 levels by 2030. In addition, shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change. In November 2021, the 26th Conference of the Parties to the United Nations Framework on Climate Change concluded with the finalization of the Glasgow Climate Pact, which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including "all feasible reductions” in the energy sector. Forty-six countries signed onto a Global Coal to Clean Energy Transition Statement, committing to transition away from unabated coal power generation by about 2030 for "major economies” and a global transition by roughly 2040. Most recently, at the 27th conference of parties ("COP27”), President Biden announced the EPA’s proposed standards to reduce methane emissions from existing oil and gas sources, and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas. Various state and local governments have also publicly committed to furthering the goals of the Paris Agreement. International commitments, reentry into the Paris Agreement and President Biden’s executive orders may result in the development of additional regulations or changes to existing regulations. The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments. In August 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The Inflation Reduction Act of 2022 also provides significant funding and incentives for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change. Furthermore, the EPA has determined that emissions of GHGs present an endangerment to public health and the environment, because emissions of GHGs are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climatic changes. Based on these findings, the EPA, over time, has attempted to restrict emissions of GHGs under existing provisions of the CAA. For example, in August 2015, the EPA finalized the 16 Table of Contents Clean Power Plan (the "CPP”) to cut carbon emissions from existing power plants, which did not formally go into effect because the Supreme Court stayed its implementation in February 2016. In July 2019, the EPA adopted the Affordable Clean Energy Rule (the "ACE Rule”) that repealed and replaced the CPP. The ACE Rule required states to set appropriate GHG emission standards for power plants within their jurisdiction based upon the application of "candidate” heat rate improvement measures. The D.C. Circuit repealed the ACE Rule in January 2021. In February 2021, the EPA issued a memorandum stating the agency’s position that neither the Clean Power Plan nor the ACE Rule are in effect, and future regulation of carbon dioxide emissions from existing power generation facilities remains uncertain. The outcome of this litigation, any future rules or future GHG emission standards may encourage a shift away from coal-fired power generation, adversely impacting the market for our product. The Inflation Reduction Act of 2022 also provides significant funding for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change. Additionally, on March 21, 2022, the SEC issued a proposed rule regarding the enhancement and standardization of mandatory climate- related disclosures. The proposed rule would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including, but not limited to, information about the registrant’s governance of climate-related risks and relevant risk management processes; climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations, or financial condition and their actual and likely climate-related impacts on the registrant’s business strategy, model, and outlook; climate-related targets, goals and transition plan (if any); certain climate-related financial statement metrics in a note to their audited financial statements; Scope 1 and Scope 2 GHG emissions; and Scope 3 GHG emissions and intensity, if material, or if the registrant has set a GHG emissions reduction target, goal or plan that includes Scope 3 GHG emissions. Although the proposed rule’s ultimate date of effectiveness and the final form and substance of these requirements is not yet known and the ultimate scope and impact on our business is uncertain, compliance with the proposed rule, if finalized, may result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources. At the state level, several states, including Pennsylvania and Virginia, have already adopted measures requiring GHG emissions to be reduced within state or regional boundaries, including cap-and-trade programs and the imposition of renewable energy portfolio standards. Various states and regions have also adopted GHG initiatives and certain governmental bodies, have imposed, or are considering the imposition of, fees or taxes based on the emission of GHGs by certain facilities. A number of states have also enacted legislative mandates requiring electricity suppliers to use renewable energy sources to generate a certain percentage of power. Furthermore, many state and local leaders have intensified or stated their intent to intensify efforts to support international climate commitments and treaties. The extent of future regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired plants to replace older plants or investing in the upgrading of existing coal-fired plants. Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions could decrease demand for thermal coal, thereby reducing our revenue and adversely affecting our business and results of operations. We or prospective customers may also have to invest in carbon dioxide capture and storage technologies in order to burn coal and comply with future GHG emission standards. Finally, there have been attempts to encourage the reduction of coalbed methane emissions because methane has a greater GHG effect than carbon dioxide and can give rise to safety concerns. For example, the EPA has established the Coalbed Methane Outreach Program in an effort to mitigate methane emissions from underground coal mines through voluntary initiatives and outreach in partnership with the coal industry. If new laws or regulations were introduced to reduce coalbed methane emissions, those rules could adversely affect our costs of operations by requiring installation of air pollution controls, higher taxes, or costs incurred to purchase credits that permit us to continue operations. Clean Water Act. The CWA and corresponding state laws and regulations affect coal mining operations by restricting the discharge of pollutants, including dredged or fill materials, into waters of the United States. Likewise, permits are required under the CWA to construct impoundments, fills or other structure in areas that are designated as waters of the United States. For example, prior to placing fill material in waters of the United States, such as with the construction of a valley fill, coal mining companies are required to obtain a permit from the Corps under Section 404 of 17 Table of Contents the CWA. The permit can be either a Nationwide Permit ("NWP”), normally NWP 21, 49 or 50 for coal mining activities, or a more complicated individual permit. NWPs are designed to allow for an expedited permitting process, while individual permits involve a longer and more detailed review process. The EPA has the authority to veto permits issued by the Corps under the CWA’s Section 404 program that prohibits the discharge of dredged or fill material into regulated waters without a permit. Additionally, recent court decisions, regulatory actions and proposed legislation have created uncertainty over CWA jurisdiction and permitting requirements, such as an April 2020 decision further defining the scope of the CWA, wherein the U.S. Supreme Court held that, in certain cases, discharges from a point source to groundwater could fall within the scope of the CWA and require a permit. Prior to discharging any pollutants into waters of the United States, coal mining companies must obtain a National Pollutant Discharge Elimination System ("NPDES”) permit from the appropriate state or federal permitting authority. NPDES permits include effluent limitations for discharged pollutants and other terms and conditions, including required monitoring of discharges. Failure to comply with the CWA or NPDES permits can lead to the imposition of significant penalties, litigation, compliance costs and delays in coal production. Potential changes in state and federally recommended water quality standards may result in the issuance or modification of permits with new or more stringent effluent limits or terms and conditions. For instance, waters that states have designated as impaired (i.e., as not meeting present water quality standards) are subject to Total Maximum Daily Load ("TMDL”) regulations, which may lead to the adoption of more stringent discharge standards for our coal mines and could require more costly treatment. Likewise, the water quality of certain receiving streams requires an anti-degradation review before approving any discharge permits. TMDL regulations and anti-degradation policies may increase the cost, time and difficulty associated with obtaining and complying with NPDES permits. In addition, in certain circumstances private citizens may challenge alleged violations of NPDES permit limits in court. Recently, certain citizen groups have filed lawsuits alleging ongoing discharges of pollutants, including selenium and conductance, from valley fills located at certain mining sites in some of the regions where we operate. In West Virginia, several of these cases have been successful for the challengers. While it is difficult to predict the outcome of any potential or future suits, such litigation could result in increased compliance costs following the completion of mining at our operations. Finally, in June 2015, the EPA and the Corps published a new definition of "waters of the United States” ("WOTUS”) that would have expanded areas requiring NPDES or Corps Section 404 permits. This definition never took effect as it was replaced by the Navigable Waters Protection Rule (the "NWPR”) in December 2019. A coalition of states and cities, environmental groups and agricultural groups challenged the NWPR, which was vacated by the U.S. District Court for the District of Arizona in August 2021. The EPA is undergoing a rulemaking process to redefine the definition of WOTUS, which could be impacted by the U.S. Supreme Court’s upcoming decision in Sackett v. EPA, a case regarding the proper test in determining whether wetlands qualify as WOTUS. A final rule, known as "Rule 1” was announced by the EPA and the Corps in December 2022. The EPA and Corps are expected to propose a second rule, known as "Rule 2,” further refining Rule 1 by November 2023 and issue a final rule by July 2024. To the extent a new rule or further litigation expands the scope of the CWA’s jurisdiction, the CWA permits we need may not be issued, may not be issued in a timely fashion, or may be issued with new requirements which restrict our ability to conduct mining operations or to do so profitably. Resource Conservation and Recovery Act. The RCRA and corresponding state laws establish standards for the management of solid and hazardous wastes generated at our various facilities. Besides affecting current waste disposal practices, the RCRA also addresses the environmental effects of certain past hazardous waste treatment, storage and disposal practices. In addition, the RCRA requires certain of our facilities to evaluate and respond to any past release, or threatened release, of a hazardous substance that may pose a risk to human health or the environment. The RCRA may affect coal mining operations by establishing requirements for the proper management, handling, transportation and disposal of solid and hazardous wastes. For example, the EPA regulates coal ash as a solid waste under Subtitle D of the RCRA through its coal combustion residuals ("CCR”) rule. This rule establishes limits for the location of new sites and requires closure of sites that fail to meet prescribed engineering standards, regular inspections of impoundments, and immediate remediation and closure of unlined ponds that are polluting ground water. As initially promulgated, the rule exempted closed coal ash impoundments located at inactive facilities and allowed for the continued operation of unlined or clay-lined ponds that were not polluting groundwater. In January 2022, the EPA announced several actions with respect to the CCR rule, including reiterating that surface impoundments cannot be 18 Table of Contents closed with coal ash in contact with groundwater (in connection with the proposed denial of closure deadline extensions due to failure of a permittee to demonstrate compliance with coal combustion residuals rules – the EPA took final action to deny the request in November 2022) and establishing a federal permitting scheme for the disposal of coal ash and establishing regulations for legacy coal ash surface impoundments. Additionally, in December 2016, Congress passed the Water Infrastructure Improvements for the Nation Act, which provided for the establishment of state and EPA permit programs for the control of coal combustion residuals and authorizes states to incorporate the EPA’s final rule for coal combustion residuals or develop other criteria that are at least as protective as the final rule. These requirements, as well as any future changes in the management of coal combustion residuals, could increase our customers’ operating costs and potentially reduce their ability or need to purchase coal. In addition, contamination caused by the past disposal of coal combustion residuals, including coal ash, could lead to material liability for our customers under the RCRA or other federal or state laws and potentially further reduce the demand for coal. Currently, certain coal mine wastes, such as earth and rock covering a mineral deposit (commonly referred to as overburden) and coal cleaning wastes, are exempted from hazardous waste management under the RCRA. Any change or reclassification of this exemption could significantly increase our coal mining costs. Comprehensive Environmental Response, Compensation and Liability Act. CERCLA and similar state laws affect coal mining operations by, among other things, imposing cleanup requirements for threatened or actual releases of hazardous substances into the environment. Under CERCLA and similar state laws, joint and several liability may be imposed on hazardous substance generators, site owners, transporters, lessees and others regardless of fault or the legality of the original disposal activity. Although the EPA excludes most wastes generated by coal mining and processing operations from the primary hazardous waste laws, such wastes can, in certain circumstances, constitute hazardous substances for the purposes of CERCLA. In addition, the disposal, release or spilling of some products used by coal companies in operations, such as chemicals, could trigger the liability provisions of CERCLA or similar state laws. Thus, we may be subject to liability under CERCLA and similar state laws for coal mines that we currently own, lease or operate or that we or our predecessors have previously owned, leased or operated, and sites to which we or our predecessors sent hazardous substances. These liabilities could be significant and materially and adversely impact our financial results and liquidity. Endangered Species and Bald and Golden Eagle Protection Acts. The ESA and similar state legislation protect species designated as threatened, endangered or other special status. The U.S. Fish and Wildlife Service (the "USFWS”) works closely with the OSMRE and state regulatory agencies to ensure that species subject to the ESA are protected from mining-related impacts. Several species indigenous to the areas in which we operate area protected under the ESA. Other species in the vicinity of our operations may have their listing status reviewed in the future and could also become protected under the ESA. In addition, the USFWS has identified bald eagle habitats in some of the counties where we operate. The Bald and Golden Eagle Protection Act prohibits taking certain actions that would harm bald or golden eagles without obtaining a permit from the USFWS. Compliance with the requirements of the ESA and the Bald and Golden Eagle Protection Act could have the effect of prohibiting or delaying us from obtaining mining permits. These requirements may also include restrictions on timber harvesting, road building and other mining or agricultural activities in areas containing the affected species or their habitats. There is also increasing interest in nature- related matters beyond protected species, such as general biodiversity, which may similarly require us or our customers to incur costs or take measures which may adversely impact our business or operations. Use of Explosives. Our surface mining operations are subject to numerous regulations relating to blasting activities. Due to these regulations, we will incur costs to design and implement blast schedules and to conduct pre-blast surveys and blast monitoring. In addition, the storage of explosives is subject to various regulatory requirements. For example, the Department of Homeland Security requires facilities in possession of chemicals of interest (including ammonium nitrate at certain threshold levels) to complete a screening review. Our mines are low risk, Tier 4 facilities which are not subject to additional security plans. The adoption of future, more stringent standards related to the use of explosives could materially adversely impact our cost or ability to conduct our mining operations. National Environmental Policy Act. The National Environmental Policy Act (the "NEPA”) requires federal agencies, including the Department of Interior, to evaluate major agency actions that have the potential to significantly impact the environment, such as issuing a permit or other approval. In the course of such evaluations, an agency will 19 Table of Contents typically prepare an environmental assessment to determine the potential direct, indirect and cumulative impacts of a proposed project. Where the activities in question have significant impacts to the environment, the agency must prepare an environmental impact statement. Compliance with the NEPA can be time-consuming and may result in the imposition of mitigation measures that could affect the amount of coal that we are able to produce from mines on federal lands, and may require public comment. Furthermore, whether agencies have complied with the NEPA is subject to protest, appeal or litigation, which can delay or halt projects. The NEPA review process, including potential disputes regarding the level of evaluation required for climate change impacts, may extend the time and/or increase the costs and difficulty of obtaining necessary governmental approvals, and may lead to litigation regarding the adequacy of the NEPA analysis, which could delay or potentially preclude the issuance of approvals or grant of leases. On July 16, 2020, the Council on Environmental Quality ("CEQ”) revised NEPA’s implementing regulations to make the NEPA process more efficient, effective, and timely. The rule required federal agencies to develop procedures consistent with the new rule within one year of the rule’s effective date (which was extended to two years in June 2021). These regulations are subject to ongoing litigation in several federal district courts, and in October 2021, CEQ issued a notice of proposed rulemaking to amend the NEPA regulatory changes adopted in 2020 in two phases. Phase I of CEQ’s proposed rulemaking process was finalized on April 20, 2022, and generally restored provisions that were in effect prior to 2020. It is anticipated that Phase II of the proposed rulemaking will propose further revisions to ensure the NEPA process "provides for efficient and effective environmental reviews,” and meets environmental, environmental justice, and climate change objectives. These rules could create additional delays and costs in the NEPA review process or in our operations, or even an inability to obtain necessary federal approvals for our operations due to the increased risk of legal challenges from environmental groups seeking additional analysis of climate impacts. Other Environmental Laws. We are required to comply with numerous other federal, state, and local environmental laws and regulations in addition to those previously discussed. These additional laws include but are not limited to the Safe Drinking Water Act, the Toxic Substances Control Act, and the Emergency Planning and Community Right-to-Know Act. Each of these laws can impact permitting or planned operations and can result in additional costs or operational delays. Seasonality Our primary business is not materially impacted by seasonal fluctuations. Demand for metallurgical coal is generally more heavily influenced by other factors such as the general economy, interest rates and commodity prices. Cybersecurity Risk Management Like most companies, we have become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications and services, to operate our businesses, process and record financial and operating data, communicate with our business partners, analyze mine and mining information, estimate quantities of coal reserves, and perform other activities related to our business. Inherent in the use of these technologies is the risk of cyber intrusions, denial of service attacks, and other potential cyber misconduct. The Company has taken a balanced approach to help minimize cyber risk exposure, which includes the development of an incident response team, performing due diligence on third parties, and conducting response team exercises and system-wide cybersecurity testing. Human Capital Resources We believe our employees are a competitive advantage. We seek to foster a culture that supports diversity, equity and inclusion, and strive to provide a safe, healthy and rewarding work environment with opportunities for growth. We had 725 employees as of December 31, 2022, including our named executive officers, and nearly all of our employees are full-time employees. None of our employees are covered by collective bargaining agreements, and we have not experienced any strikes or work stoppages related to labor relation issues. We believe we have good relations with our employees. Our human capital resources objectives include, as applicable, identifying, recruiting, training, retaining, incentivizing and integrating our existing and additional employees. We also depend on experienced 20 Table of Contents contractors and third-party consultants to conduct some of our day-to-day activities. We plan to continue to use the services of many of these contractors and consultants. Safety Philosophy. We have a comprehensive health and safety program based on the core belief that all accidents and occupational illnesses are preventable. We believe that: ● Business excellence is achieved through the pursuit of safer and more productive work practices. ● Any task that cannot be performed safely should not be performed. ● Working safely is a requirement of our employees. ● Controlling the work environment is important, but human behavior within the work environment is paramount. ● Safety starts with individual decision-making—all employees must assume a share of responsibility for acts within their control that pose a risk of injury to themselves or fellow workers. ● All levels of the organization must be proactive in implementing safety processes that promote a safe and healthy work environment. ● Consequently, we are committed to providing a safe work environment; providing our employees with proper training and equipment; and implementing safety and health rules, policies and programs that foster safety excellence. Our safety program includes a focus on the following: ● Hiring the Right Workers. Our hiring program includes significant pre-employment screening and reference checks. ● Safety Incentives. We have a compensation system that encourages and rewards excellent safety performance. ● Communication. We conduct regular safety meetings with the frequent involvement of senior management to reinforce the "tone at the top.” ● Drug and Alcohol Testing. We require pre-employment drug screening as well as regular random drug testing that exceeds regulatory requirements. ● Continuous Improvement Programs. We track key safety performance metrics, including accident rates, violation types and frequencies. We have specific targets in these areas, and we measure performance against these targets. Specific action plans are implemented for targeted improvement in areas where performance falls below our expectations. ● Training. Our training program includes comprehensive new employee orientation and training, annual refresher training and task training components. These training modules are designed to reinforce our high safety expectations. Work rules and procedures are a key element of this training. ● Accident Investigation. We have a structured accident investigation procedure that identifies root causes of accidents as well as actions necessary to prevent reoccurrence. We focus on near misses and close calls as a means of attempting to prevent more serious accidents from occurring. ● Safety Audits. We conduct periodic safety audits that include workplace examinations, including observation of workers at work, as well as safety program reviews. Both internal and external resources are utilized to conduct these audits. ● Employee Performance Improvement. A key element of our safety program is the recognition that safe work practices are a requirement of employment. We identify employee performance which is below expectations and develop specific action plans for improvement. ● Employee Involvement. The key to excellent safety is employee involvement and engagement. We foster direct employee involvement in a number of ways including audit participation, accident investigations, as training resources and through solicitation of ideas in small group meetings and through anonymous workplace observation suggestion boxes. ● Positive Reinforcement. Establishing safety as a core belief is paramount to our safety performance. As a result, we look for opportunities to celebrate accomplishments and to build pride in our operational safety and performance. 21 Table of Contents Jumpstart Our Business Startups Act ( the "JOBS Act”) We ceased being an emerging growth company on December 31, 2022, which was the last day of the fiscal year following the fifth anniversary of our initial public offering. An auditor’s attestation on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act”) is included in this report. Available Information Our investor relations website is ir.ramacoresources.com and we encourage investors to use it as a way of easily finding information about us. We promptly make available on this website, free of charge, the reports that we file or furnish with the Securities and Exchange Commission ("SEC”), corporate governance information (including our Code of Conduct and Ethics) and press releases. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website at www.sec.gov. Item 1A. Risk Factors Our business involves certain risks and uncertainties. The following is a description of significant risks that might cause our future financial condition or results of operations to differ materially from those expected. In addition to the risks and uncertainties described below, we may face other risks and uncertainties, some of which may be unknown to us and some of which we may deem immaterial. If one or more of these risks or uncertainties occur, our business, financial condition or results of operations may be materially and adversely affected. A summary of our risk factors is as follows: Risks Related to Our Business ● ● ● ● ● ● ● ● ● ● Our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected. We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows. Our customer base is highly dependent on the steel industry. Deterioration in the global economic conditions, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends. Our operations may be disrupted, and its financial results may be adversely affected, by global outbreaks of contagious diseases, including COVID-19. We do not enter into long-term sales contracts for our coal and as a result we are exposed to fluctuations in market pricing. We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs and decreased profitability. A substantial or extended decline in the prices we receive for our coal could adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders. Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers. Increased competition or a loss of our competitive position could adversely affect sales of, or prices for, our coal, which could impair our profitability. 22 Table of Contents ● ● ● ● ● ● ● ● ● ● The availability and reliability of transportation facilities and fluctuations in transportation costs could affect the demand for our coal or impair our ability to supply coal to prospective customers. Any significant downtime of our major pieces of mining equipment, including any preparation plants, could impair our ability to supply coal to prospective customers and materially and adversely affect our results of operations. Our ability to collect payments from customers could be impaired if their creditworthiness declines or if they fail to honor their contracts with us. If we are unable to obtain needed capital or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. Our operations could be adversely affected if we are unable to obtain required financial assurance, or if the costs of financial assurance increase materially. Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs. Substantially all of our mining properties are leased from our affiliates and conflicts of interest may arise in the future as a result. We may face restricted access to international markets in the future. Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. Technology development involves significant time and expense and can be uncertain. Risks Related to Environmental, Health, Safety and Other Regulations ● ● ● ● ● ● ● The current U.S. administration and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations. Current and future government laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations. Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities. We must obtain, maintain, and renew governmental permits and approvals for mining operations, which can be a costly and time-consuming process and result in restrictions on our operations. We and our significant stockholders are subject to the Applicant Violator System. Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation. In addition, government inspectors in certain circumstances may have the ability to order our operations to be shut down based on safety considerations. We have reclamation, mine closing, and related environmental obligations under the SMCRA. If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated. Risks Related to Our Company ● ● ● Our ability to pay dividends may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by restrictions in any future debt instruments and by additional factors unrelated to our profitability. Your percentage of ownership in us may be diluted in the future. Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities. 23 Table of Contents Risks Related to Our Business Our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected. We have not completed development plans for all of our coal properties, and do not expect to have full annual production from all of our properties until market conditions permit us to resume and complete these development plans. We expect to incur significant capital expenditures until we have completed the development of our properties. In addition, the development of our properties involves numerous regulatory, environmental, political and legal uncertainties that are beyond our control and that may cause delays in, or increase the costs associated with, their completion. Accordingly, we may not be able to complete the development of the properties on schedule, at the budgeted cost or at all, and any delays beyond the expected development periods or increased costs above those expected to be incurred could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. If we are unable to complete or are substantially delayed in completing the development of any of our properties, our business, financial condition, results of operations cash flows and ability to pay dividends to our stockholders could be adversely affected. We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows. We are exposed to risks associated with an increasingly concentrated customer base both domestically and globally. There are inherent risks whenever a significant percentage of total revenues are concentrated with a limited number of customers. Revenues from our largest customers may fluctuate from time to time based on numerous factors, including market conditions, which may be outside of our control. If any of our largest customers experience declining revenues due to market, economic or competitive conditions, we could be pressured to reduce the prices that we charge for our coal, which could have an adverse effect on our margins, profitability, cash flows and financial position. If any customers were to significantly reduce their purchases of coal from us, including by failing to buy and pay for coal they committed to purchase in sales contracts, our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders could be adversely affected. See Item 8 of Part II, "Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies— Concentrations” for additional information. Our customer base is highly dependent on the steel industry. Substantially all of the metallurgical coal that we produce is sold to steel producers. Therefore, demand for our metallurgical coal is highly correlated to the steel industry. The steel industry’s demand for metallurgical coal is affected by a number of factors including the cyclical nature of that industry’s business, technological developments in the steel-making process and the availability of substitutes for steel such as aluminum, composites and plastics. A significant reduction in the demand for steel products would reduce the demand for metallurgical coal, which would have a material adverse effect on our business, financial condition, cash flows and results of operations. Similarly, if less expensive ingredients could be used in substitution for metallurgical coal in the integrated steel mill process, the demand for metallurgical coal would materially decrease, which would also materially adversely affect demand for our metallurgical coal. Our export customers, excluding Canada, include foreign steel producers who may be affected by the tariffs to the extent their production is imported into the U.S. Retaliatory threats by foreign nations to these tariffs may limit international trade and adversely impact global economic conditions. 24 Table of Contents Deterioration in the global economic conditions in any of the industries in which prospective customers operate, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. Economic conditions in the industries in which most of our prospective customers operate, such as steelmaking and electric power generation, substantially deteriorated in recent years and reduced the demand for coal. A deterioration of economic conditions in our prospective customers’ industries could cause a decline in demand for and production of metallurgical coal. Renewed or continued weakness in the economic conditions of any of the industries served by prospective customers could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. Our operations may be disrupted, and its financial results may be adversely affected, by global outbreaks of contagious diseases, including COVID-19. Global outbreaks of contagious diseases, including the December 2019 outbreak of a strain of coronavirus ("COVID-19”), have the potential to significantly and adversely impact our operations and business. On March 11, 2020, the World Health Organization recognized COVID-19 as a global pandemic. Pandemics or disease outbreaks such as the COVID-19 outbreak may have a variety of adverse effects on our business, including by depressing commodity prices and the market value of our securities and limiting the ability of our management to meet with potential financing sources. Like other coal companies, our business has been adversely affected by the COVID-19 pandemic and measures being taken to mitigate its impact. The pandemic has resulted in widespread adverse impacts on our employees, customers, suppliers and other parties with whom we have business relations. The spread of COVID-19 has had, and continues to have, a negative impact on the financial markets, which may impact our ability to obtain additional financing. A prolonged downturn in the financial markets could have an adverse effect on our business, results of operations and ability to raise capital. We cannot predict the full impact that global outbreaks of contagious diseases, including COVID-19, will have on our business, cash flows, liquidity, financial condition and results of operations at this time, due to numerous uncertainties. The ultimate impacts will depend on future developments, including, among others, the consequences of governmental and other measures designed to slow the spread of such diseases, the development of effective treatments, the duration of the outbreaks, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability, and the timing and extent to which normal economic and operating conditions resume. We do not enter into long-term sales contracts for our coal and as a result we are exposed to fluctuations in market pricing. Sales commitments in the metallurgical coal market are typically not long-term in nature and are generally no longer than one year in duration. Most metallurgical coal transactions in the U.S. are done on a calendar year basis, where both prices and volumes are fixed in the third and fourth quarter for the following calendar year. Globally the market is evolving to shorter term pricing. Some annual contracts have shifted to quarterly contracts and most volumes are being sold on an indexed basis, where prices are determined by averaging the leading spot indexes reported in the market and adjusting for quality. As a result, we are subject to fluctuations in market pricing. We are not protected from oversupply or market conditions where we cannot sell our coal at economic prices. Metallurgical coal has been an extremely volatile commodity over the past ten years and prices are likely to be volatile in the future. There can be no assurances we will be able to mitigate such conditions as they arise. Any sustained failure to be able to market our coal during such periods would have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. The failure to access coal preparation facilities may have a material adverse effect on our ability to produce coal for our prospective customers and to meet quality specifications. The costs of establishing the infrastructure necessary to enable us to continue to ramp up our mining operations will be significant. We have constructed preparation and loading facilities at our Elk Creek Complex and have recently undertaken expansion projects to increase the rates of processing and preparation. Our Berwind Complex will remain 25 Table of Contents under development until we reach our full targeted annual coal production in the Pocahontas No. 4 seam, including a return to full production capacity in our Berwind No. 1 mine that was impacted by the ignition event during 2022. Our preparation and loading facility at Berwind is in the start-up phase, and we expect full capacity at that location later in 2023. Some of the Berwind coal will continue to be washed at our active Knox Creek plant until our Berwind plant is fully up and running. At our RAM Mine, we may require access to either newly constructed preparation and loading facilities or arrangements with third parties to process and load our coal. Alternatively, we might mine the coal in a manner that allows us to ship the coal direct without washing. We will analyze whether to expend capital to construct preparation facilities or enter into third- party processing arrangements. Our failure to provide the necessary preparation, processing and loading facilities for our projects would have a material adverse effect on our operations. The risks associated with the construction and operation of mines, processing plants and related infrastructure include: ● ● ● ● ● ● ● ● ● the potential lack of availability or cost of skilled and unskilled labor, equipment and principal supplies needed for construction of facilities; the need to obtain necessary environmental and other governmental approvals and permits and the timing of the receipt of those approvals and permits; industrial accidents; geologic mine failures, surface facility construction failures or mining, coal processing or transport equipment failures; structural failure of an impoundment or refuse area; natural phenomena such as inclement weather conditions, floods, droughts, rockslides and seismic activity; unusual or unexpected geological and coal quality conditions; potential opposition from non-governmental organizations, environmental groups or other activists, which may delay or prevent development activities; and restrictions or regulations imposed by governmental or regulatory authorities. The costs, timing and complexities of developing our projects may be greater than anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. Product alternatives or other technologies may reduce demand for our products. Substantially all of our coal production is comprised of metallurgical coal, which commands a significant price premium over the majority of other forms of coal because of its use in blast furnaces for steel production. Metallurgical coal has specific physical and chemical properties, which are necessary for efficient blast furnace operation. Steel producers are continually investigating alternative steel production technologies with a view to reducing production costs. The steel industry has increased utilization of electric arc furnaces or pulverized coal injection processes, which reduce or eliminate the use of furnace coke, an intermediate product produced from metallurgical coal and, in turn, generally decreases the demand for metallurgical coal. Many alternative technologies are designed to use lower quality coals or other sources of carbon instead of higher cost high-quality metallurgical coal. While conventional blast furnace technology has been the most economic large-scale steel production technology for a number of years, and emergent technologies typically take many years to commercialize, there can be no assurance that over the longer term competitive technologies not reliant on metallurgical coal would not emerge, which could reduce the demand and price premiums for metallurgical coal. Moreover, we may produce and market other coal products, such as thermal coal, which are also subject to alternative competition. Alternative technologies are continually being investigated and developed in order to reduce production costs or minimize environmental or social impact. In particular, alternatives with lower carbon footprints than our products are currently being researched and developed, as our customers are subject to increasing market and/or regulatory pressure to reduce their impacts on climate change. Further, the development and use of emerging technologies in the generation, transmission, storage and consumption of energy, including renewable energy, battery storage, and energy efficiency technologies, may increase the availability of alternative energy sources or lower demand 26 Table of Contents for coal, resulting in lower prices and revenues. If competitive technologies emerge that use other materials in place of or otherwise eliminate the need for our products, demand and price for our products might fall. We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs and decreased profitability. Coal is economically recoverable when the price at which coal can be sold exceeds the costs and expenses of mining and selling the coal. Any forecasts of our future performance are based on, among other things, estimates of our recoverable coal reserves. We base our reserve information on geologic data, coal ownership information and current and proposed mine plans. There are numerous uncertainties inherent in estimating quantities and qualities of coal and costs to mine recoverable reserves, including many factors beyond our control. As a result, estimates of economically recoverable coal reserves are by their nature uncertain. Some of the factors and assumptions that can impact economically recoverable coal reserve estimates include: ● ● ● ● ● ● ● geologic and mining conditions; historical production from the area compared with production from other producing areas; the assumed effects of environmental and other regulations and taxes by governmental agencies; our ability to obtain, maintain and renew all required permits; future improvements in mining technology; assumptions related to future prices; and future operating costs, including the cost of materials, and capital expenditures. Each of the factors that impacts reserve estimation may vary considerably from the assumptions used in estimating the reserves. For these reasons, estimates of coal reserves may vary substantially. Actual production, revenues and expenditures with respect to our future coal reserves may vary from estimates, and these variances may be material. As a result, our estimates may not accurately reflect our actual future coal reserves. Our inability to acquire additional coal reserves that are economically recoverable may have a material adverse effect on our future profitability. Our profitability depends substantially on our ability to mine, in a cost-effective manner, coal reserves that possess the quality characteristics that prospective customers desire. Because our reserves will decline as we mine our coal, our future profitability depends upon our ability to acquire additional coal reserves that are economically recoverable to replace the reserves we will produce. If we fail to acquire or develop sufficient additional reserves over the long term to replace the reserves depleted by our production, our existing reserves could eventually be exhausted. We are dependent on contractors for the successful completion of the development of our properties. We regularly use contractors in the development of our mines and intend to use contractors if and when we construct facilities at the RAM Mine. Timely and cost-effective completion of the development of our properties, including necessary facilities and infrastructure, in compliance with agreed specifications is central to our business strategy and is highly dependent on the performance of our contractors under the agreements with them. Although some agreements may provide for liquidated damages, if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of our properties, and any liquidated damages that we receive may not be sufficient to cover the damages that we suffer as a result of any such delay or impairment. Further, we may have disagreements with our contractors about different elements of the construction process, which could lead to the assertion of rights and remedies under their contracts and increase the costs associated with development of the properties or result in a contractor’s unwillingness to perform further work. If any contractor is unable or unwilling to perform according to the negotiated terms and timetable of its respective agreement for any reason or terminates its agreement, we would be required to engage a substitute contractor. This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. 27 Table of Contents Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control, including oversupply relative to the demand available for our coal and weather. A substantial or extended decline in the prices we receive for our coal could adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders. Our financial results are significantly affected by the prices we receive for our coal and depend, in part, on the margins that we earn on sales of our coal. Our margins will reflect the price we receive for our coal over our cost of producing and transporting our coal. Prices and quantities under U.S. domestic metallurgical coal sales contracts are generally based on expectations of the next year’s coal prices at the time the contract is entered into, renewed, extended or re-opened. Pricing in the global seaborne market is moving towards shorter term pricing models, typically using indexes. The expectation of future prices for coal depends upon many factors beyond our control, including the following: ● ● ● ● ● ● ● ● ● the market price for coal; overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal, coke and steel; the consumption pattern of industrial consumers, electricity generators and residential users; weather conditions in our markets that affect the demand for thermal coal or that affect the ability to produce metallurgical coal; competition from other coal suppliers; technological advances affecting energy consumption; the costs, availability and capacity of transportation infrastructure; the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry, and delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits; and increased utilization by the steel industry of electric arc furnaces or pulverized coal injection processes, which reduce or eliminate the use of furnace coke, an intermediate product produced from metallurgical coal, and generally decrease the demand for metallurgical coal. Metallurgical coal has been an extremely volatile commodity over the past 10 years. There are no assurances that supplies will remain low, that demand will not decrease or that overcapacity may resume, which could cause declines in the prices of and demand for coal, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers. Overall economic conditions in the U.S. and globally, including adverse factors such as inflation, rising interest rates, supply chain disruptions and the impacts of the war in Ukraine, significantly impact our business. Periods of economic downturn or continued uncertainty could result in difficulty increasing or maintaining our level of sales or profitability and we may experience an adverse effect on our business, results of operations, financial condition and cash flows. Our operations are subject to economic conditions, including credit and capital market conditions, inflation, prevailing interest rates, and political factors, which if changed could negatively affect our results of operations, cash flows and liquidity. Political factors include, but are not limited to, changes to tax laws and regulations resulting in increased income tax liability, increased regulation, such as carbon emissions limitations or trading mechanisms, limitations on exports of energy and raw materials, and trade remedies. Actions taken by the U.S. government could affect our results of operations, cash flows and liquidity. 28 Table of Contents The ongoing war in Ukraine has had a broad range of adverse impacts on global economic conditions, some of which have had and are likely to continue to have adverse impacts on our business, including increased raw material and energy costs, softer customer demand and lower steel prices. Additionally, we are also exposed to risks associated with the business success and creditworthiness of our suppliers and customers. If our customers or suppliers are negatively impacted by a slowdown in economic markets, we may face the reduction, delay or cancellation of customer orders, delays or interruptions of the supply of raw materials, and increased risk of insolvency and other credit related issues of customers or suppliers, which could delay payments from customers, result in increased customer defaults and cause our suppliers to delay filling, or to be unable to fill, our needs at all or on a timely or cost-effective basis. The occurrence of any of these events may adversely affect our business, results of operations, financial condition and cash flows. Increased competition or a loss of our competitive position could adversely affect sales of, or prices for, our coal, which could impair our profitability. In addition, foreign currency fluctuations could adversely affect the competitiveness of our coal abroad. We compete with other producers primarily on the basis of coal quality, delivered costs to the customer and reliability of supply. We compete primarily with U.S. coal producers and with some Canadian coal producers for sales of metallurgical coal to domestic steel producers and, to a lesser extent, thermal coal to electric power generators. We also compete with both domestic and foreign coal producers for sales of metallurgical coal in international markets. Certain of these coal producers may have greater financial resources and larger reserve bases than we do. We sell coal to the seaborne metallurgical coal market, which is significantly affected by international demand and competition. We cannot assure you that competition from other producers will not adversely affect us in the future. The coal industry has experienced significant consolidation in recent years, including consolidation among some of our major competitors. We cannot assure you that the result of current or further consolidation in the coal industry, or the reorganization through bankruptcy of competitors with large legacy liabilities, will not adversely affect us. A number of our competitors have idled production over the last several years in light of lower metallurgical coal prices. A stabilization or increase in coal prices could encourage existing producers to expand capacity or could encourage new producers to enter the market. In addition, we face competition from foreign producers that sell their coal in the export market. Potential changes to international trade agreements, trade concessions, foreign currency fluctuations or other political and economic arrangements may benefit coal producers operating in countries other than the United States. Additionally, North American steel producers face competition from foreign steel producers, which could adversely impact the financial condition and business of our prospective customers. We cannot assure you that we will be able to compete on the basis of price or other factors with companies that in the future may benefit from favorable foreign trade policies or other arrangements. Coal is sold internationally in U.S. dollars and, as a result, general economic conditions in foreign markets and changes in foreign currency exchange rates may provide our foreign competitors with a competitive advantage. If our competitors’ currencies decline against the U.S. dollar or against our prospective foreign customers’ local currencies, those competitors may be able to offer lower prices for coal to prospective customers. Furthermore, if the currencies of our prospective overseas customers were to significantly decline in value in comparison to the U.S. dollar, those prospective customers may seek decreased prices for the coal we sell to them. Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our business involves many hazards and operating risks, some of which may not be fully covered by insurance. The occurrence of a significant accident or other event that is not fully insured could adversely affect our business, results of operations, financial condition and cash flows, and ability to pay dividends to our stockholders. Our mining operations, including our preparation and transportation infrastructure, are subject to many hazards and operating risks. Underground mining and related processing activities present inherent risks of injury to persons and damage to property and equipment. Our mines are subject to a number of operating risks that could disrupt operations, decrease production and increase the cost of mining for varying lengths of time, thereby adversely affecting our 29 Table of Contents operating results. In addition, if coal production declines, we may not be able to produce sufficient amounts of coal to deliver under future sales contracts. Our inability to satisfy contractual obligations could result in prospective customers initiating claims against us. The operating risks that may have a significant impact on our future coal operations include: ● ● ● ● ● ● ● ● ● ● ● ● variations in thickness of seams of coal; adverse geologic conditions, including amounts of rock and other natural materials intruding into the coal seam, that could affect the stability of the roof and the side walls of the mine; environmental hazards; mining and processing equipment failures, structural failures and unexpected maintenance problems; fires or explosions, including as a result of methane, coal, coal dust or other explosive materials, or other accidents; unexpected mine accidents, including rock-falls and explosions caused by the ignition of metallurgical coal dust, natural gas or other explosive sources at our mine sites or fires caused by the spontaneous combustion of metallurgical coal or similar mining accidents; inclement or hazardous weather conditions and natural disasters or other force majeure events; seismic activities, ground failures, rock bursts or structural cave-ins or slides; delays in moving our mining equipment; railroad delays or derailments; security breaches or terroristic acts; and other hazards or occurrences that could also result in personal injury and loss of life, pollution and suspension of operations. Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for: ● ● ● ● ● ● ● personal injury or loss of life; damage to and destruction of property, natural resources and equipment, including our coal properties and our coal production or transportation facilities; pollution, contamination and other environmental damage to our properties or the properties of others; potential legal liability and monetary losses; regulatory investigations, actions and penalties; suspension of our operations; and repair and remediation costs. Although we maintain insurance for a number of risks and hazards, we may not be insured or fully insured, and we may not be able to recover under our insurance policies, against the losses or liabilities that could arise from a significant accident in our future coal operations. We may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution, contamination and environmental risks generally are not fully insurable. Moreover, a significant mine accident or regulatory infraction could potentially cause a mine shutdown. For example, on July 10, 2022, we discovered that a material methane ignition at our Berwind mining complex had occurred. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations— Methane Ignition at Berwind Mine” for additional information. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. In addition, if any of the foregoing changes, conditions or events occurs and is not determined to be a force majeure event, any resulting failure on our part to deliver coal to the purchaser under contract could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the agreement, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. 30 Table of Contents Our operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change. Currently, all of our active operations are conducted in a single geographic region in the eastern United States in the Appalachian basin. The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas. If any of these factors were to impact the region in which we operate more than other coal producing regions, our business, financial condition, results of operations and cash flows will be adversely affected relative to other mining companies that have a more geographically diversified asset portfolio. In addition, weather conditions associated with climate change, such as increased frequency and severity of storms, droughts and floods and other severe weather events, may impact our operations, personnel, physical assets, supply chain, distribution chain, access to raw materials such as water and the cost or availability of insurance. If any such effects were to occur in areas where we or our customers operate, they could have an adverse effect on our business, financial condition and cash flows. Our ability to mitigate the adverse physical impacts of climate change depends in part upon our disaster preparedness and response and business continuity planning. The availability and reliability of transportation facilities and fluctuations in transportation costs could affect the demand for our coal or impair our ability to supply coal to prospective customers. Transportation logistics play an important role in allowing us to supply coal to prospective customers. Any significant delays, interruptions or other limitations on the ability to transport our coal could negatively affect our operations. Delays and interruptions of rail services because of accidents, failure to complete construction of rail infrastructure, infrastructure damage, lack of rail or port capacity, weather-related problems, governmental regulation, terrorism, strikes, lock-outs, third-party actions or other events could impair our ability to supply coal to customers and adversely affect our profitability. In addition, transportation costs represent a significant portion of the delivered cost of coal and, as a result, the cost of delivery is a critical factor in a customer’s purchasing decision. Increases in transportation costs, including increases resulting from emission control requirements and fluctuations in the price of locomotive diesel fuel and demurrage, could make our coal less competitive, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. Any significant downtime of our major pieces of mining equipment, including any preparation plants, could impair our ability to supply coal to prospective customers and materially and adversely affect our results of operations. We depend on several major pieces of mining equipment to produce and transport our coal, including, but not limited to, underground continuous mining units and coal conveying systems, surface mining equipment such as highwall miners, front-end loaders and coal overburden haul trucks, preparation plants and related facilities, conveyors and transloading facilities. If any of these pieces of equipment or facilities suffered major damage or were destroyed by fire, abnormal wear, flooding, incorrect operation or otherwise, we may be unable to replace or repair them in a timely manner or at a reasonable cost, which would impact our ability to produce and transport coal and materially and adversely affect our business, results of operations, financial condition and cash flows. Moreover, the MSHA and other regulatory agencies sometimes make changes with regards to requirements for pieces of equipment. Such changes could cause delays if manufacturers and suppliers are unable to make the required changes in compliance with mandated deadlines. If either our preparation plants, or train loadout facilities, or those of a third party processing or loading our coal, suffer extended downtime, including from major damage, or is destroyed, our ability to process and deliver coal to prospective customers would be materially impacted, which would materially adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders. For example, in late-2018, we experienced a partial structural failure at one of the raw coal storage silos that feeds our Elk Creek plant in West Virginia, which idled our Elk Creek preparation plant for approximately one month. 31 Table of Contents If customers do not enter into, extend or honor contracts with us, our profitability could be adversely affected. Coal mined from our operations is subject to testing by prospective customers for its ability to meet various specifications and to work satisfactorily in their ovens and other facilities prior to entering into contracts for purchase (which are typically short-term orders having terms of one year or less). If we are unable to successfully test our coals or enter into new contracts for the sale of our coal, our ability to achieve profitability would be materially adversely affected. Once we enter into contracts, if a substantial portion of our sales contracts are modified or terminated and we are unable to replace the contracts (or if new contracts are priced at lower levels), our results of operations would be adversely affected, perhaps materially. In addition, if customers refuse to accept shipments of our coal for which they have a contractual obligation, our revenues could be substantially affected and we may have to reduce production at our mines until the customer’s contractual obligations are honored. This, in turn, could have a material adverse effect on the payments we receive which could affect our business, financial condition, cash flows and ability to pay dividends to our stockholders. Certain provisions in typical long-term sales contracts provide limited protection during adverse economic conditions, which may eventually result in economic penalties to us or permit the customer to terminate the contract. Furthermore, our ability to collect payments from prospective customers could be impaired if their creditworthiness declines or if they fail to honor their contracts with us. We do not expect to enter into significant long-term sales contracts, but if we do, price adjustment, "price reopener” and other similar provisions typical in long-term sales contracts may reduce protection from short-term coal price volatility traditionally provided by such contracts. Price reopener provisions may be included in our future sales contracts. These price reopener provisions may automatically set a new price based on prevailing market price or, in some instances, require the parties to agree on a new price, sometimes within a specified range of prices. Any adjustment or renegotiations leading to a significantly lower contract price could adversely affect our profitability. Some annual metallurgical coal contracts have shifted to quarterly contracts and many include prices determined by averaging the leading spot indexes reported in the market, exposing us further to risks related to pricing volatility. Our ability to receive payment for coal sold and delivered depends on the continued solvency and creditworthiness of prospective customers. The number of domestic steel producers is small, and they compete globally for steel production. If their business or creditworthiness suffers, we may bear an increased risk with respect to payment default. Competition with other coal suppliers could force us to extend credit to customers and on terms that could increase the risk we bear with respect to payment default. We could also enter into agreements to supply coal to energy trading and brokering customers under which a customer sells coal to end-users. If the creditworthiness of any prospective energy trading and brokering customer declines, we may not be able to collect payment for all coal sold and delivered to or on behalf of this customer. In addition, if customers refuse to accept shipments of our coal that they have a contractual obligation to purchase, our revenues will decrease, and we may have to reduce production at our mines until prospective customers’ contractual obligations are honored. Our inability to collect payment from counterparties to our sales contracts may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. We may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions. From time to time, we may evaluate and acquire assets and businesses that we believe complement our existing assets and business, such as the mineral lease with the McDonald Land Company for coal reserves adjacent to our Elk Creek mine complex near Logan, West Virginia. The assets and businesses we acquire may be dissimilar from our initial lines of business. Acquisitions may require substantial capital or the incurrence of substantial indebtedness. Our capitalization and results of operations may change significantly as a result of future acquisitions. We may also add new lines of business to our existing operations. 32 Table of Contents Further, unexpected costs and challenges may arise whenever businesses with different operations or management are combined, and we may experience unanticipated delays in realizing the benefits of an acquisition. Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions. If an acquired business or new line of business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our results of operations may be materially adversely affected. To maintain and grow our business, we will be required to make substantial capital expenditures. If we are unable to obtain needed capital or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially adversely affect our business, results of operations, financial condition and cash flows, and ability to pay dividends to our stockholders. In order to maintain and grow our business, we will need to make substantial capital expenditures associated with our mines and the construction of coal preparation facilities which have not yet been constructed. Constructing, maintaining, repairing and expanding mines and infrastructure, including coal preparation and loading facilities, is capital intensive. Specifically, the exploration, permitting and development of coal reserves, and the maintenance of machinery, equipment and facilities, and compliance with applicable laws and regulations require substantial capital expenditures. While we funded a significant amount of the capital expenditures needed to build out our mining and preparation infrastructure at our Elk Creek property with cash on hand, we must continue to invest capital to maintain or to increase our production and to develop any future acquired properties. Decisions to increase our production levels could also affect our capital needs. We cannot assure you that we will be able to maintain our production levels or generate sufficient cash flow, or that we will have access to sufficient financing to continue our production, exploration, permitting and development activities, and we may be required to defer all or a portion of our capital expenditures. If we do not make sufficient or effective capital expenditures, we will be unable to develop and grow our business. To fund our projected capital expenditures, we will be required to use cash from our operations, incur debt or issue additional common stock or other equity securities. Using cash from our operations will reduce cash available for maintaining or increasing our operating activities and paying dividends to our stockholders. Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing or offering and the covenants in our future debt agreements, as well as by general economic conditions, contingencies and uncertainties that are beyond our control, such as the COVID-19 pandemic. In addition, incurring debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant stockholder dilution. We may not be able to obtain equipment, parts and supplies in a timely manner, in sufficient quantities or at reasonable costs to support our coal mining and transportation operations. Coal mining consumes large quantities of commodities including steel, copper, rubber products and liquid fuels and requires the use of capital equipment. Some commodities, such as steel, are needed to comply with roof control plans required by regulation. The prices we pay for commodities and capital equipment are strongly impacted by the global market. A rapid or significant increase in the costs of commodities or capital equipment we use in our operations could impact our mining operations costs because we may have a limited ability to negotiate lower prices and, in some cases, may not have a ready substitute. We use equipment in our coal mining and transportation operations such as continuous mining units, conveyors, shuttle cars, rail cars, locomotives, and roof bolters. We procure this equipment from a concentrated group of suppliers, and obtaining this equipment often involves long lead times. Occasionally, demand for such equipment by mining companies can be high and some types of equipment may be in short supply. Delays in receiving or shortages of this equipment, as well as the raw materials used in the manufacturing of supplies and mining equipment, which, in some cases, do not have ready substitutes, or the cancellation of any future supply contracts under which we obtain equipment 33 Table of Contents and other consumables, could limit our ability to obtain these supplies or equipment. In addition, if any of our suppliers experiences an adverse event, or decides to no longer do business with us, we may be unable to obtain sufficient equipment and raw materials in a timely manner or at a reasonable price to allow us to meet our production goals and our revenues may be adversely impacted. We use considerable quantities of steel in the mining process. If the price of steel or other materials increases substantially or if the value of the U.S. dollar declines relative to foreign currencies with respect to certain imported supplies or other products, our operating expenses could increase. Any of the foregoing events could materially and adversely impact our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. We experienced rail-related constraints in 2022, which led to higher coal inventory levels at December 31, 2022. We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments. We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to pay our obligations and to make dividend payments, depends entirely on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third-party, including a creditor, or by the law of their respective jurisdictions of formation which regulates the payment of dividends. If we are unable to obtain funds from our subsidiaries, we may not be able to declare or pay dividends. Our operations could be adversely affected if we are unable to obtain required financial assurance, or if the costs of financial assurance increase materially. Federal and state laws require financial assurance to secure our permit obligations including to reclaim lands used for mining, to pay federal and state workers’ compensation and black lung benefits, and to satisfy other miscellaneous obligations. The changes in the market for coal used to generate electricity in recent years have led to bankruptcies involving prominent coal producers. Several of these companies relied on self-bonding to guarantee their responsibilities under the SMCRA permits including for reclamation. In response to these bankruptcies, the OSMRE issued a Policy Advisory in August 2016 to state agencies that was intended to discourage authorized states from approving self- bonding arrangements. Although the Policy Advisory was rescinded in October 2017, certain states, including Virginia, had previously announced that it would no longer accept self-bonding to secure reclamation obligations under the state mining laws. Individually and collectively, these and future revised financial assurance requirements may lead to increased demand for other forms of financial assurance, which may strain capacity for those instruments and increase our costs of obtaining and maintaining the amounts of financial assurance needed for our operations, which may delay the timing for and increase the costs of obtaining this financial assurance. We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities. If, in the future, we are unable to secure surety bonds for these obligations and are forced to secure letters of credit indefinitely or obtain some other form of financial assurance at too high of a cost, we may not be able to obtain permits and production on our properties could be adversely affected. This could have a material adverse effect on our business, financial condition, cash flows and ability to pay dividends to our stockholders. Our mines are located in areas containing oil and natural gas operations, which may require us to coordinate our operations with those of oil and natural gas drillers. Our coal reserves are in areas containing developed or undeveloped oil and natural gas deposits and reservoirs, including the Marcellus Shale in Pennsylvania, and our Virginia reserves are currently the subject of substantial oil and natural gas exploration and production activities, including by horizontal drilling. If we have received a permit for our mining activities, then, while we will have to coordinate our mining with such oil and natural gas drillers, our mining activities are expected to have priority over any oil and natural gas drillers with respect to the land covered by our permit. For reserves outside of our permits, we expect to engage in discussions with drilling companies on potential areas on which they can drill that may have a minimal effect on our mine plan. Depending on priority of interests, our operations may have to avoid existing oil and gas wells or expend sums to plug oil and gas wells. 34 Table of Contents If a well is in the path of our mining for coal on land that has not yet been permitted for our mining activities, we may not be able to mine through the well unless we purchase it. The cost of purchasing a producing horizontal or vertical well could be substantial. Horizontal wells with multiple laterals extending from the well pad may access larger oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire. The cost associated with purchasing oil and natural gas wells that are in the path of our coal mining activities may make mining through those wells uneconomical, thereby effectively causing a loss of significant portions of our coal reserves, which could materially and adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs. We conduct a significant part of our mining operations on properties that we lease. A title defect or the loss of any lease upon expiration of its term, upon a default or otherwise, could adversely affect our ability to mine the associated reserves and/or process the coal we mine. Title to most of our owned or leased properties and mineral rights is not usually verified until we make a commitment to develop a property, which may not occur until after we have obtained necessary permits and completed exploration of the property. In some cases, we rely on title information or representations and warranties provided by our lessors or grantors. Our right to mine some of our reserves may be adversely affected if defects in title or boundaries exist or if a lease expires. Any challenge to our title or leasehold interests could delay the exploration and development of the property and could ultimately result in the loss of some or all of our interest in the property and, accordingly, require us to reduce our estimated coal reserves. Mining operations from time to time may rely on an expired lease that we are unable to renew. If we were to be in default with respect to leases for properties on which we have mining operations, we may have to close down or significantly alter the sequence of such mining operations, which may adversely affect our future coal production and future revenues. If we mine on property that we do not own or lease, we could incur liability for such mining. In any such case, the investigation and resolution of title issues would divert management’s time from our business and our results of operations could be adversely affected. Additionally, if we lose any leasehold interests relating to any preparation plants, we may need to find an alternative location to process our coal and load it for delivery to customers, which could result in significant unanticipated costs. In order to obtain leases or mining contracts to conduct our mining operations on property where these defects exist, we may in the future have to incur unanticipated costs. In addition, we may not be able to successfully negotiate new leases or mining contracts for properties containing additional reserves or maintain our leasehold interests in properties where we have not commenced mining operations during the term of the lease. Some leases have minimum production requirements. Failure to meet those requirements could result in losses of prepaid royalties and, in some rare cases, could result in a loss of the lease itself. While none of our employees who conduct mining operations are currently members of unions, our business could be adversely affected by union activities. We are not subject to any collective bargaining or union agreement with respect to properties we currently control. However, it is possible that future employees, or those of our contract miners, who conduct mining operations may join or seek recognition to form a labor union or may be required to become labor agreement signatories. If some or all of the employees who conduct mining operations were to become unionized, it could adversely affect productivity, increase labor costs and increase the risk of work stoppages at our mines. If a work stoppage were to occur, it could interfere with operations and have a material adverse effect on our business, financial condition, results of operations, cash flows and our ability to pay dividends to our stockholders. 35 Table of Contents A shortage of skilled labor in the mining industry could pose a risk to achieving improved labor productivity, which could adversely affect our profitability. Efficient coal mining using modern techniques and equipment requires skilled laborers, preferably with at least a year of experience and proficiency in multiple mining tasks. The demand for skilled employees sometimes causes a significant constriction of the labor supply resulting in higher labor costs. When met coal producers compete for skilled miners, recruiting challenges can occur and employee turnover rates can increase, which negatively affect operating efficiency and costs. In the event there is a shortage of experienced labor, it could have an adverse impact on our labor productivity and our ability to expand production in the event there is an increase in the demand for our coal. We may face restricted access to international markets in the future. Access to international markets may be subject to ongoing interruptions and trade barriers due to policies and tariffs of individual countries, and the actions of certain interest groups to restrict the import or export of certain commodities. There can be no assurance that our access to these markets will not be restricted in the future. An inability for U.S. metallurgical coal suppliers to access international markets would likely result in an oversupply of metallurgical coal in the domestic market, resulting in a decrease in prices, which could have a material adverse effect on our business, financial condition, cash flows and ability to pay dividends to our stockholders. We and our significant stockholders are subject to the Applicant Violator System. Under the SMCRA and its state law counterparts, all coal mining applications must include mandatory "ownership and control” information, which generally includes listing the names of our officers and directors, and our principal stockholders owning 10 percent or more of our voting shares, among others. Ownership and control reporting requirements are designed to allow regulatory review of any entities or persons deemed to have ownership or control of a coal mine, and bars the granting of a coal mining permit to any such entity or person (including any "owner and controller”) who has had a mining permit revoked or suspended, or a bond or similar security forfeited within the five-year period preceding a permit application or application for a permit revision. Regulatory agencies also block the issuance of permits to an applicant who, or whose owner and controller, has permit violations outstanding that have not been timely abated. A federal database, known as the Applicant Violator System, is maintained for this purpose. Certain relationships are presumed to constitute ownership or control, including the following: being an officer or director of an entity; being the operator of the coal mining operation; having the ability to commit the financial or real property assets or working resources of the permittee or operator; based on the instruments of ownership or the voting securities of a corporate entity, owning of record 10% or more of the mining operator, among others. This presumption, in most cases, can be rebutted where the person or entity can demonstrate that it in fact does not or did not have authority directly or indirectly to determine the manner in which the relevant coal mining operation is conducted. An ownership and control notice must be filed by us each time an entity obtains a 10% or greater interest in us. If we have unabated violations of the SMCRA or its state law counterparts, have a coal mining permit suspended or revoked, or forfeit a reclamation bond, we and our "owners and controllers,” as discussed above, may be prohibited from obtaining new coal mining permits, or amendments to existing permits, until such violations of law are corrected. This is known as being "permit-blocked.” Additionally, Yorktown and Mr. Atkins are each currently deemed an "owner or controller” of a number of other mining companies; as such, we could be permit-blocked based upon the violations of or permit-blocked status of an "owner or controller” of us. This could adversely affect production from our properties. We may be subject to additional limitations on our ability to conduct mining operations due to federal jurisdiction. We may conduct some underground mining activities on properties that are within the designated boundary of federally protected lands or national forests where the above-mentioned restrictions within the meaning of the SMCRA could apply. Federal court decisions could pose a potential restriction on underground mining within 100 feet of a public road as well as other restrictions. If these SMCRA restrictions ultimately apply to underground mining, considerable uncertainty would exist about the nature and extent of this restriction. While it could remain possible to obtain permits for underground mining operations in these areas even where this 100-foot restriction was applied, the time and expense 36 Table of Contents of that permitting process would be likely to increase significantly, and the restrictions placed on the mining of those properties could adversely affect our costs. Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific locations. Several factors may influence a lessee’s decision to supply its customers with minerals mined from properties we do not own or lease, including the royalty rates under the lessee’s lease with us, mining conditions, mine operating costs, cost and availability of transportation, and customer specifications. In addition, lessees move on and off of our properties over the course of any given year in accordance with their mine plans. If a lessee satisfies its obligations to its customers with minerals from properties we do not own or lease, production on our properties will decrease, and we will receive lower royalty revenues. A lessee may incorrectly report royalty revenues, which might not be identified by our lessee audit process or our mine inspection process or, if identified, might be identified in a subsequent period. We depend on our lessees to correctly report production and royalty revenues on a monthly basis. Our regular lessee audits and mine inspections may not discover any irregularities in these reports or, if we do discover errors, we might not identify them in the reporting period in which they occurred. Any undiscovered reporting errors could result in a loss of royalty revenues and errors identified in subsequent periods could lead to accounting disputes as well as disputes with our lessees. Because of the unique difficulties and uncertainties inherent in technology development, we face a risk of not being able to capitalize on our license or ownership of intellectual property. Potential investors should be aware of the difficulties normally encountered by companies developing new technology and the high rate of failure of such enterprises. The likelihood of our successful ability to commercialize intellectual property we own or license must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of new technology with limited personnel and financial means. These potential problems include, but are not limited to, unanticipated technical problems that extend the time and cost of product development or unanticipated problems with the operation of the technology. Technology development involves significant time and expense and can be uncertain. The development of technology associated with our licensed or owned intellectual property will be costly, complex and time- consuming. Any investment into technology development and commercialization often involves a long wait until a return, if any, is achieved on such investment. We plan to make investments in research and development relating to our owned and licensed intellectual property and technology. Investments in new technology and processes are inherently speculative. Successful technical development of technologies associated with intellectual property does not guarantee successful commercialization. We may successfully complete the technical development of technologies associated with our owned or licensed intellectual property, but we may still fail to commercialize that technology at scale or at a cost attractive to the target industries. Our success will depend largely on our ability to prove the capabilities and cost-effectiveness of the developed technology. Upon demonstration, the technology may not have the capabilities they were designed to have or that we believed they would have, or they may be more expensive than anticipated. Furthermore, even if we do successfully demonstrate the technology’s capabilities, potential customers may be more comfortable doing business with a larger, more established, more proven company than us. Moreover, competing technologies may prevent us from gaining wide market acceptance of the technology. Significant revenue from new technology investments may not be achieved for a number of years, if at all. 37 Table of Contents If we fail to protect our intellectual property rights, we could lose our ability to compete in the market. Our intellectual property and proprietary rights are important to our ability to remain competitive and for the success of our products and our business. Our intellectual property rights may be challenged, invalidated or circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues. Moreover, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. Litigation may be necessary to enforce our intellectual property rights which could result in substantial costs to us and substantial diversion of management attention. If we do not adequately protect our intellectual property, our competitors could use it to enhance their products. Our inability to adequately protect our intellectual property rights could adversely affect our business and financial condition, and the value of our brand and other intangible assets. Other companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generate future revenue and profit. We do not believe that we infringe the proprietary rights of any third party, but claims of infringement are becoming increasingly common, and third parties may assert infringement claims against us. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States or in foreign jurisdictions. Any such assertion may result in litigation or may require us to obtain a license for the intellectual property rights of third parties. If we are required to obtain licenses to use any third-party technology, we would have to pay royalties, which may significantly reduce any profit on our products. In addition, any such litigation could be expensive and disruptive to our ability to generate revenue or enter into new market opportunities. If any of our products were found to infringe other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether. Risks Related to Environmental, Health, Safety and Other Regulations The current U.S. administration and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations. In February 2021, the current administration announced reentry of the U.S. into the Paris Agreement along with a new "nationally determined contribution” for U.S. GHG emissions that would achieve emissions reductions of at least 50% relative to 2005 levels by 2030. The U.S. participated in the U.N. Framework Convention on Climate Change 26th Conference of the Parties ("COP26”) held in Glasgow, Scotland in November 2021, advancing a Global Methane Pledge along with the European Union, which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including "all feasible reductions” in the energy sector. Since its formal launch at COP26, over 100 countries representing almost 70% of global GDP have signed. Most recently, at the 27th conference of parties ("COP27”), President Biden announced the EPA’s proposed standards to reduce methane emissions from existing oil and gas sources, and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas. Various state and local governments have also publicly committed to furthering the goals of the Paris Agreement. The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments. In August 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The Inflation Reduction Act provides significant funding and incentives for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change. In addition, the Biden Administration has taken measures to unwind a number of regulatory rollbacks enacted or proposed by the Trump administration, including, among others, the ACE Rule, the NWPR, and the proposed NEPA overhaul. In addition, the Biden administration rolled back certain changes to the CCR made by the Trump administration. In January 2022, the EPA announced several actions with respect to the coal combustion residuals rules, including reiterating that 38 Table of Contents surface impoundments cannot be closed with coal ash in contact with groundwater (in connection with the proposed denial of closure deadline extensions due to failure of a permittee to demonstrate compliance with coal combustion residuals rules – the EPA took final action to deny the request in November 2022) and establishing a federal permitting scheme for the disposal of coal ash and establish regulations for legacy coal ash surface impoundments. New, more stringent legislation or regulations related to the protection of the environment, health and safety or the reduction of greenhouse gas emissions, as well as changes in the interpretation and enforcement of such laws and regulations, may require us or our customers to change operations significantly or incur increased costs, which may adversely affect our mining operations, cost structure or our customers’ ability to use coal. Such changes could have a material adverse effect on our financial condition and results of operations. Laws and regulations restricting or encouraging the reduction of greenhouse gas emissions as well as uncertainty concerning such regulations and increasing public attention toward climate change could adversely impact the market for coal, increase our operating costs, and reduce the value of our coal assets and our stock price. Climate change continues to attract considerable public and scientific attention. There is widespread concern about the contributions of human activity to such changes, especially through the emission of GHGs. Numerous reports, such as Sixth Assessment Report of the Intergovernmental Panel on Climate Change, have further raised concern about the impacts of fossil fuel combustion on global climate issues. There are three primary sources of GHGs associated with the coal industry. First, the end use of our coal by our customers in electricity generation, coke plants, and steelmaking is a source of GHGs. Second, combustion of fuel by equipment used in coal production and to transport our coal to our customers is a source of GHGs. Third, coal mining itself can release methane, which is considered to be a more potent GHG than carbon dioxide, directly into the atmosphere. These emissions from coal consumption, transportation and production are subject to pending and proposed regulation as part of initiatives to address global climate change. As a result, numerous proposals have been adopted, made and are likely to continue to be made at the international, national, regional, state and local levels of government to monitor and limit emissions of GHGs, including alternative energy requirements, measures promoting renewable energy development, and energy conservation and emissions reductions measures, among others. Collectively, these initiatives could result in higher electricity costs to our customers or lower the demand for coal used in electric or steel generation, which could in turn adversely impact our business. Such initiatives, as well as increasing public attention to climate change more generally, could also result in direct regulation of the GHGs produced by our operations or increase the potential for governmental investigations or litigation. See "Business— Environmental and Other Regulatory Matters—Global Climate Change.” At present, we are principally focused on metallurgical coal production, which is not used in connection with the production of power generation. However, we may seek to sell greater amounts of our coal into the power-generation market in the future. The market for our coal may be adversely impacted if comprehensive legislation or regulations focusing on GHG emission reductions are adopted, or if our customers are unable to obtain financing for their operations. The extent of future regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired plants to replace older plants or investing in the upgrading of existing coal-fired plants. Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions, including any reductions resulting from power plants ceasing operations or switching to fuels that produce fewer GHG emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations. We or prospective customers may also have to invest in carbon dioxide capture and storage technologies in order to burn coal and comply with future GHG emission standards, and new legislation, regulations or international agreements in the future could otherwise result in increased costs to operate and maintain our or our customers’ facilities, capital expenditures to install other emission controls at our or our customers’ facilities, and costs to administer and manage any potential climate-related reporting or greenhouse gas emissions trading or tax programs. These costs and capital expenditures could be material and could increase the cost of and reduce demand for our products. Relatedly, to the extent others use or develop new technological advances in coal production in response to market or regulatory pressures to reduce their impact on the environment, we may be placed at a competitive disadvantage or may be forced by competitive pressures to implement new technologies at substantial costs. We may not be able to respond to these competitive pressures or implement new technologies on a timely basis or at an acceptable cost. If one or more of the technologies we use now or in the future were to become obsolete, our business, financial 39 Table of Contents condition or results of operations could be materially and adversely affected. See also "—Product alternatives or other technologies may reduce demand for our products.” Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations. We and our potential customers are subject to stringent and complex laws, regulations and other legal requirements enacted by federal, state and local authorities relating to occupational health and safety and protection of the environment and natural resources. These include those legal requirements that govern discharges or emissions of materials into the environment, the management and disposal of substances and wastes, including hazardous wastes, the cleanup of contaminated sites, threatened and endangered plant and wildlife protection, reclamation and restoration of mining properties after mining is completed, mitigation and restoration of streams or other waters, the protection of drinking water, assessment of the environmental impacts of mining, monitoring and reporting requirements, the installation of various safety equipment in our mines, remediation of impacts of surface subsidence from underground mining, and work practices related to employee health and safety. See "Business—Environmental and Other Regulatory Matters.” Examples include laws and regulations relating to: ● ● ● ● ● ● ● ● ● ● ● ● ● ● occupational health and safety; emissions to air and discharges to water; plant and wildlife protection, including endangered species protections; the reclamation and restoration of properties after mining or other activity has been completed; limitations on land use; mine permitting and licensing requirements; the storage, treatment and disposal of wastes; air quality standards; water pollution; protection of human health, plant-life and wildlife, including endangered and threatened species, and biodiversity; protection of wetlands; the discharge of materials into the environment; remediation of contaminated soil, surface and groundwater; and the effects of operations on surface water and groundwater quality and availability. Complying with these environmental and employee health and safety requirements, including the terms of our permits, has had, and will continue to have, a significant effect on our costs of operations. In addition, there is the possibility that we could incur substantial costs as a result of violations of environmental laws, judicial interpretations of or rulings on environmental laws or permits, or in connection with the investigation and remediation of environmental contamination. For example, the EPA and several of the states where we operate have, or intend to, propose revised recommended aquatic life criteria for discharges of selenium regulated under the CWA, which may be more stringent than current criteria. The comment period for the EPA’s draft Selenium Technical Support Materials, intended to provide implementation support for states for the recommend selenium aquatic life criterion for freshwater ended on January 3, 2022. Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment, including those related to discharges of selenium, could further affect our costs or limit our operations. See "Business—Environmental and Other Regulatory Matters.” Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities. Our operations currently use hazardous materials and generate limited quantities of hazardous wastes from time to time. Drainage flowing from or caused by mining activities can be acidic with elevated levels of dissolved metals, a condition referred to as "acid mine drainage,” or may include other pollutants requiring treatment. We could become subject to claims for toxic torts, natural resource damages and other damages as well as for the investigation and clean- 40 Table of Contents up of soil, surface water, groundwater, and other media. Such claims may arise, for example, out of conditions at sites that we currently own or operate, as well as at sites that we previously owned or operated, or may acquire. Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or for the entire share. We maintain coal refuse areas and slurry impoundments as necessary. Such areas and impoundments are subject to extensive regulation. Structural failure of a slurry impoundment or coal refuse area could result in extensive damage to the environment and natural resources, such as bodies of water that the coal slurry reaches, as well as liability for related personal injuries and property damages, and injuries to wildlife. If an impoundment were to fail, we could be subject to claims for the resulting environmental contamination and associated liability, as well as for fines and penalties. Our coal refuse areas and slurry impoundments are designed, constructed, and inspected by our company and by regulatory authorities according to stringent environmental and safety standards. We must obtain, maintain, and renew governmental permits and approvals for mining operations, which can be a costly and time- consuming process and result in restrictions on our operations. Numerous governmental permits and approvals are required for mining operations. Our operations are principally regulated under permits issued pursuant to the SMCRA and the federal CWA. State and federal regulatory authorities exercise considerable discretion in the timing and scope of permit issuance. Requirements imposed by these authorities may be costly and time consuming and may result in delays in the commencement or continuation of exploration or production operations. In addition, we may be required to prepare and present to permitting or other regulatory authorities data pertaining to the effect or impact that proposed exploration for or production of coal might have on the environment. Our coal production is dependent upon our ability to obtain various federal and state permits and approvals to mine our coal reserves. The permitting rules, and the interpretations of these rules, are complex, change frequently, and are often subject to discretionary interpretations by regulators, all of which may make compliance more difficult or impractical, and which may possibly preclude the continuance of ongoing mine development or operations or the development of future mining operations. The pace with which the government issues permits needed for new operations and for ongoing operations to continue mining, particularly CWA permits, can be time-consuming and subject to delays and denials. These delays or denials of environmental permits needed for mining could reduce our production and materially adversely impact our cash flow and results of operations. Prior to discharging any pollutants to waters of the United States, coal mining companies must obtain a NPDES permit from the appropriate state or federal permitting authority. NPDES permits include effluent limitations for discharged pollutants and other terms and conditions, including required monitoring of discharges. Changes and proposed changes in state and federally recommended water quality standards may result in the issuance or modification of permits with new or more stringent effluent limits or terms and conditions. See "Business— Environmental and Other Regulatory Matters—Clean Water Act.” Further, the public has certain statutory rights to comment on and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulatory processes, and otherwise engage in the permitting process, including bringing citizens’ claims to challenge the issuance or renewal of permits, the validity of environmental impact statements or performance of mining activities. As a result of challenges like these, the permits we need may not be issued or renewed in a timely fashion or issued or renewed at all, or permits issued or renewed may not be maintained, may be challenged or may be conditioned in a manner that may restrict our ability to efficiently and economically conduct our mining activities, any of which would materially reduce our production, cash flow, and profitability. Permitting rules may also require, under certain circumstances, that we obtain surface owner consent if the surface estate has been severed from the mineral estate. This could require us to negotiate with third parties for surface access that overlies coal we acquired or intend to acquire. These negotiations can be costly and time-consuming, lasting years in some instances, which can create additional delays in the permitting process. If we cannot successfully negotiate for land access, we could be denied a permit to mine coal we already own. 41 Table of Contents Federal or state regulatory agencies have the authority to order certain of our mines to be temporarily or permanently closed under certain circumstances, which could materially and adversely affect our ability to meet our customers’ demands. Federal or state regulatory agencies have the authority, under certain circumstances following significant health and safety incidents, such as fatalities, to order a mine to be temporarily or permanently closed. If this occurred, we may be required to incur capital expenditures to re-open the mine. In the event that these agencies order the closing of our mines, our coal sales contracts generally permit us to issue force majeure notices which suspend our obligations to deliver coal under these contracts. However, our customers may challenge our issuances of force majeure notices. If these challenges are successful, we may have to purchase coal from third-party sources, if it is available, to fulfill these obligations, incur capital expenditures to re-open the mines and/or negotiate settlements with the customers, which may include price reductions, the reduction of commitments, the extension of time for delivery or the termination of customers’ contracts. Any of these actions could have a material adverse effect on our business and results of operations. Our customers are subject to extensive existing and future laws, regulations and other legal requirements relating to protection of the environment, which could negatively impact our business and the market for our products. Coal contains impurities, including sulfur, mercury, chlorine and other elements or compounds, many of which are released into the air when coal is burned. Complying with regulations to address these emissions can be costly for our customers. For example, in order to meet the CAA limits for sulfur dioxide emissions from electric power plants, coal users must install costly pollution control devices, use sulfur dioxide emission allowances (some of which they may purchase), or switch to other fuels. More costly and stringent environmental regulations could adversely impact the operations of our customers, which could in turn adversely impact our business. A number of coal-fired power plants, particularly smaller and older plants, already have retired or announced that they will retire rather than retrofit to meet the obligations of these rules. In addition, considerable uncertainty is associated with new air emissions initiatives that may require significant emissions control expenditures for many coal-fired power plants. As a result, some of our prospective customers may switch to other fuels that generate fewer of these emissions or may install more effective pollution control equipment that reduces the need for low-sulfur coal. Any further switching of fuel sources away from coal, closure of existing coal-fired power plants, or reduced construction of new coal-fired power plants could have a material adverse effect on demand for, and prices received for, our coal. In addition, our coke plant and steelmaking customers may face increased operational costs as a result of higher electric costs. See "Business—Environmental and Other Regulatory Matters.” Apart from actual and potential regulation of air emissions and solid wastes from coal-fired plants, state and federal mandates for increased use of electricity from renewable energy sources could have an impact on the market for our coal. Many states, including Pennsylvania and Virginia, have enacted legislative mandates requiring electricity suppliers to use renewable energy sources to generate a certain percentage of power. Possible advances in technologies and incentives, such as under the Inflation Reduction Act of 2022, to enhance the economics of renewable energy sources could make these sources more competitive with coal. Any reductions in the amount of coal consumed by electric power generators as a result of current or new standards for the emission of impurities, or current or new incentives to switch to renewable fuels or renewable energy sources could reduce the demand for our coal, thereby reducing our revenues and adversely affecting our business, cash flows, results of operations and our ability to pay dividends to our stockholders. Negative sentiment with regard to our business or our industry as well as activism, consumer preferences, and initiatives aimed at limiting climate change or a reduction of air pollutants could interfere with our business activities, operations and ability to access capital sources, result in reduced demand for our products, and negatively impact our stock price. Public perception of our industry’s contribution to climate change or detractions from the transition to a lower-carbon economy has generated negative sentiment toward our industry and could result in reputational harm to our business, lower demand for our products, and increased demand for alternatives to our products. Numerous activist groups are devoting resources to anti-coal activities to minimize or eliminate the production of or use of coal as a source 42 Table of Contents of electricity generation, domestically and internationally. Participants in the coal mining industry are frequently targeted by activist groups that openly attempt to disrupt the industry. For example, Greenpeace International filed a letter with the SEC alleging that one coal mining company’s filings relating to a proposed public offering of securities may contain incomplete and misleading disclosures regarding the risks of investing in the coal market. On another occasion, the Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business. Other groups have objected to our RAM No. 1 mine permit application in Pennsylvania. It is possible that we could continue to be the target of similar actions in the future, including when we attempt to grow our business through acquisitions or commence new mining operations. Activist groups have also brought lawsuits challenging the issuance of individual coal leases, historical and pending regulatory approvals, permits and processes that are necessary to conduct coal mining operations or to operate coal-fueled power plants. Negative public perception could cause the permits we require to conduct our operations to be withheld, delayed or burdened by requirements that restrict our ability to profitably conduct our business. Litigation risks are also increasing, as a number of government entities and private individuals have sought to bring suit against fossil fuel companies, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose such impacts to their investors or customers. Private individuals or public entities may also seek to enforce laws and regulations against us and could allege personal injury, property damages or other liabilities in relation to climate change or other ESG matters. An unfavorable ruling in any such case could have an adverse impact on our financial condition. Any such activism could therefore materially and adversely impact our ability to operate our business or raise capital. In addition, there have also been efforts in recent years to influence the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities; encouraging the consideration of environmental, social and governance ("ESG”) practices and ESG ratings of companies in a manner that may negatively affect coal companies, including increased negative investor sentiment, divestment of securities issued by coal companies and the diversion of investment to other industries; and also pressuring lenders to limit funding to companies engaged in the extraction of fossil fuel reserves. For example, certain financial institutions, including banks and insurance companies, have taken actions to limit available financing, insurance and other services to entities that produce or use fossil fuels. Several large investment banks have adopted climate change guidelines for lenders. The guidelines require the evaluation of carbon risks in the financing of electric power generation plants, which may make it more difficult for utilities to obtain financing for coal-fired plants. The impact of such efforts and developments may adversely affect the demand for and price of securities issued by us, adversely impact our access to the capital and financial markets, increase the cost of borrowing, cause a decline in our credit rating, increase the cost or reduce the availability of third-party insurance, increase our retention of risk through self-insurance, and limit our flexibility and ability to conduct business development activities. Further, in California, legislation was signed into law in September 2015 to require the state’s pension funds to divest investments in companies that generate 50% or more of their revenue from coal mining by July 2017. Additionally, Maine passed a law in June 2021 requiring the state pension system to divest holdings in coal, petroleum, natural gas and related products by 2026, and the New York State Common Retirement Fund has and is continuing to divest from coal assets. These efforts and developments, as well as concerted conservation and efficiency efforts, could also cause coal prices and sales of our coal to materially decline and could cause our costs to increase. Other activist campaigns have urged companies to cease financing coal-driven businesses. A number of investors and asset managers have enacted such policies as a result, including by beginning to exit investments that present high sustainability-related risks, such as thermal coal producers. The impact of such efforts may adversely affect the demand for and price of securities issued by us and impact our access to the capital and financial markets. In addition, several well-funded non-governmental organizations have explicitly undertaken campaigns to minimize or eliminate mining and the use of coal as a source of electricity generation. The net effect of these developments is to make it more costly and difficult to maintain our business and to continue to depress the market for coal. 43 Table of Contents Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation. In addition, government inspectors in certain circumstances may have the ability to order our operations to be shut down based on safety considerations. The MINE Act and MINER Act, and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations. The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, communications, emergency response procedures, and other matters. MSHA regularly inspects mines to ensure compliance with regulations promulgated under the MINE Act and MINER Act. In addition, Pennsylvania, West Virginia, and Virginia all have similar programs for mine safety and health regulation and enforcement. The various requirements mandated by federal and state statutes, rules, and regulations may place restrictions on our methods of operation and potentially result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity. In addition, government inspectors have the authority to issue orders to shut down our operations based on safety considerations under certain circumstances, such as imminent dangers, accidents, failures to abate violations, and unwarrantable failures to comply with mandatory safety standards. See "Business—Environmental and Other Regulatory Matters—Mine Safety and Health.” The regulations enacted under the MINE Act and MINER Act as well as under similar state acts are routinely expanded, raising compliance costs and increasing potential liability. These existing and other future mine safety rules could potentially result in or require significant expenditures, as well as additional safety training and planning, enhanced safety equipment, more frequent mine inspections, stricter enforcement practices and enhanced reporting requirements. At this time, it is not possible to predict the full effect that new or proposed statutes, regulations and policies will have on our operating costs, but any expansion of existing regulations, or making such regulations more stringent may have a negative impact on the profitability of our operations. If we were to be found in violation of mine safety and health regulations, we could face penalties or restrictions that may materially and adversely impact our operations, financial results and liquidity. We must also compensate employees for work-related injuries. State workers’ compensation acts typically provide for an exception to an employer’s immunity from civil lawsuits for workplace injuries in the case of intentional torts. In such situations, an injured worker would be able to bring suit against his or her employer for damages in excess of workers’ compensation benefits. In addition, West Virginia’s workers’ compensation act provides a much broader exception to workers’ compensation immunity, allowing an injured employee to recover against his or her employer if he or she can show damages caused by an unsafe working condition of which the employer was aware and that was a violation of a statute, regulation, rule or consensus industry standard. These types of lawsuits are not uncommon and could have a significant effect on our operating costs. We have obtained from a third-party insurer a workers’ compensation insurance policy, which includes coverage for medical and disability benefits for black lung disease under the Federal Coal Mine Health and Safety Act of 1969 and the MINE Act. We perform periodic evaluations of our black lung liability, using assumptions regarding rates of successful claims, discount factors, benefit increases and mortality rates, among others. Of note, the Patient Protection and Affordable Care Act of 2010 significantly amended the black lung provisions of the MINE Act by reenacting two provisions, which had been eliminated in 1981. Under the amendments, a miner with at least fifteen years of underground coal mine employment (or surface mine employment with similar dust exposure) who can prove that he suffers from a totally disabling respiratory condition is entitled to a rebuttable presumption that his disability is caused by black lung. The other amendment provides that the surviving spouse of a miner who was collecting federal black lung benefits at the time of his death is entitled to a continuation of those benefits. These changes could have a material impact on our costs expended in association with the federal black lung program. 44 Table of Contents We have reclamation, mine closing, and related environmental obligations under the SMCRA. If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated. The SMCRA establishes operational, reclamation and closure standards for our mining operations. The SMCRA requires that comprehensive environmental protection and reclamation standards be met during the course of and following completion of mining activities. Permits for all mining operations must be obtained from the OSMRE or, where state regulatory agencies have adopted federally approved state programs under the SMCRA, the appropriate state regulatory authority. Our operations are located in states which have achieved primary jurisdiction for enforcement of the SMCRA through approved state programs. See "Business—Environmental and Other Regulatory Matters.” In addition, the SMCRA imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the AML Fund, which is used to restore unreclaimed and abandoned mine lands mined before 1977. The current per ton fee is $0.224 per ton for surface mined coal and $0.096 per ton for underground mined coal. These fees are currently scheduled to be in effect until September 30, 2034, and on November 15, 2021, the Infrastructure Investment and Jobs Act ("IIJA”), which included the Abandoned Mine Land Reclamation Amendments of 2021, extended OSMRE’s statutory authority to collect reclamation fees for an additional 13 years and to reduce the fee rates. We accrue for the costs of current mine disturbance and of final mine closure, including the cost of treating mine water discharge where necessary. The amounts recorded are dependent upon a number of variables, including the estimated future closure costs, estimated proven reserves, assumptions involving profit margins, inflation rates, and the assumed credit-adjusted risk-free interest rates. If these accruals are insufficient or our liability in a particular year is greater than currently anticipated, our future operating results could be adversely affected. We are also required to post bonds for the cost of a coal mine as a condition of our mining activities. Risks Related to Our Company Our ability to pay dividends may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by restrictions in debt instruments and by additional factors unrelated to our profitability. We have paid quarterly dividends in the past and may pay additional special and regular quarterly dividends in the future. Our ability to pay dividends is subject to the discretion of our board of directors and the requirements of applicable law. The timing and amount of dividends declared will depend on, among other things: (a) our earnings, earnings outlook, financial condition, production, processing and shipping levels, financial condition, cash flow, cash requirements and our outlook on current and future market conditions, (b) our liquidity, including our ability to obtain debt and equity financing on acceptable terms, (c) restrictive covenants in our Credit and Security Agreement (the "Credit Agreement”) with KeyBank National Association, as the administrative agent, and other lenders party thereto, and any future debt instruments and (d) provisions of applicable law governing the payment of dividends. The metallurgical coal industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. Also, there may be a high degree of variability from period to period in the amount of cash, if any, that is available for the payment of dividends. The amount of cash we generate from operations and the actual amount of cash we will have available for dividends will vary based upon, among other things: ● ● ● ● ● ● risks related to the impact of the COVID-19 global pandemic, such as the scope and duration of the outbreak, the health and safety of our employees, government actions and restrictive measures implemented in response, delays and cancellations of customer sales, supply chain disruptions and other impacts to the business, or our ability to execute our business continuity plans; the development of our properties into producing coal mines; the ability to begin generating significant revenues and operating cash flows; the market price for coal; overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal, coke and steel; unexpected operational events or geological conditions; 45 Table of Contents ● ● ● ● ● ● ● ● ● cost overruns; our ability to enter into agreements governing the sale of coal, which are generally short-term in nature and subject to fluctuations in market pricing; the level of our operating costs; prevailing global and regional economic and political conditions; changes in interest rates; the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry; delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits; modification or revocation of our dividend policy by our board of directors; and the amount of any cash reserves established by our board of directors. The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items. We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. In addition, financing agreements may prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends. In addition, Section 170 of the Delaware General Corporation Law (the "DGCL”) allows our board of directors to declare and pay dividends on the shares of our common stock either (i) out of our surplus, as defined in and computed in accordance with the DGCL or (ii) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. We may not have sufficient surplus or net profits in the future to pay dividends, and our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. As a result of these and the other factors mentioned above, we can give no assurance that dividends will be paid in the future. As of December 31, 2022, we ceased being an emerging growth company and, as a result, we have incurred and expect to continue to incur significant additional legal and financial compliance costs by complying with increased disclosure and governance requirements. As of December 31, 2022, as a result of our market capitalization as of June 30, 2022, we became an accelerated filer and ceased being an emerging growth company. Therefore, we are subject to certain requirements that apply to other public companies but did not previously apply to us due to our status as an emerging growth company. These requirements include: ● the provisions of Section 404 requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting; ● the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Exchange Act; and ● the "say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. We have already incurred significant additional legal and financial compliance costs in connection with our loss of emerging growth company status. We expect that our compliance with these additional requirements, including the provisions of Section 404, will continue to substantially increase our legal and financial compliance costs and make some activities more time consuming and costly. 46 Table of Contents Your percentage of ownership in us may be diluted in the future. Your percentage of ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers and employees. Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. It is anticipated that the compensation committee of the board of directors of the Company will grant additional equity awards to Company employees and directors, from time to time, under the Company’s compensation and employee benefit plans. These additional awards will have a dilutive effect on the Company’s earnings per share, which could adversely affect the market price of the Company’s common stock. In addition, our Charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of our common stock. Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities. Certain of our directors hold positions of responsibility with other entities (including Yorktown-affiliated entities) that are in the business of identifying and acquiring coal reserves. The existing positions held by these directors may give rise to fiduciary or other duties that are in conflict with the duties they owe to us. These directors may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, they may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor. Our Charter and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock. Our Charter authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third-party to acquire us. In addition, some provisions of our Charter and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: ● ● ● ● ● limitations on the removal of directors; limitations on the ability of our stockholders to call special meetings; establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. 47 Table of Contents Our Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents. Our Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. This exclusive forum provision does not apply to a cause of action brought under federal or state securities laws. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Charter described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. If we fail to maintain an effective system of internal controls, such failure could cause investors to lose confidence in our reported financial information, which could harm our business and have a material adverse effect on the price of our common stock. As described in our Annual Report on Form 10-K for the year ended December 31, 2021, management identified a material weakness in our internal controls over financial reporting related to information technology general controls in the areas of user access and segregation of duties related to certain information technology systems that support the Company’s financial reporting process. The Company executed a remediation plan to address the internal control measures to improve its internal controls over financial reporting and remediate this material weakness. The Company’s efforts included modifying information technology general controls over user access and implementing additional controls designed to detect issues that may arise over user access and segregation of duties conflicts. As of June 30, 2022, we concluded that the control modifications and additional controls related to user access to information technology systems have been satisfactorily implemented and has operated effectively for a sufficient period of time. Therefore, we concluded that the previously identified material weakness has been remediated as of June 30, 2022. However, our remedial actions may not prevent this or similar weaknesses from occurring in the future. We are required to comply with a variety of reporting, accounting and other rules and regulations. As a result, we maintain a system of internal control over financial reporting, but there are limitations inherent in internal control systems and significant deficiencies or material weaknesses are possible. A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be appropriate relative to their costs. Furthermore, compliance with existing requirements is expensive and we may need to implement additional finance and accounting and other systems, procedures and controls to satisfy our reporting requirements. If our internal control over financial reporting is determined to be ineffective, or if we are unable to appropriately or timely remediate any such effectiveness, such failure could cause investors to lose confidence in our reported financial information, negatively affect the market price of our common stock, subject us to regulatory investigations and penalties, require us to expend significant resources to remediate the deficiencies, impair our access to capital and otherwise materially adversely impact us. 48 Table of Contents General Risk Factors Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition. Tax legislation enacted in 2017 reduced the U.S. corporate income tax rate from 35% to 21% and included certain other changes that resulted in a significant reduction of our income tax liability. Congress could, in the future, revise or repeal those changes or enact other tax law changes, such as the elimination of tax preferences currently available with respect to coal exploration and development and the percentage depletion allowance. For example, President Biden has proposed increasing the U.S. corporate income tax rate to 28%. We are unable to predict whether any such changes will ultimately be enacted, but any such changes could have a material impact on our cash tax liabilities, results of operations or financial condition. Debt we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities. Our future level of debt could have important consequences to us, including the following: ● ● ● ● ● our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired, or such financing may not be available on favorable terms; our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make interest payments on our debt; our ability to pay dividends if an event of default occurs and is continuing or would occur as a result of paying such dividend; we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and our flexibility in responding to changing business and economic conditions may be limited. Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, investments or capital expenditures, selling assets or issuing equity. We may not be able to affect any of these actions on satisfactory terms or at all. The terms of the indenture governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility. The indenture governing our Senior Notes and the agreements governing our other indebtedness, including the Credit Agreement, and surety bonding obligations contain certain restrictions and covenants which restrict our ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. These covenants limit, among other things, our ability to: ● ● ● ● ● ● incur additional indebtedness; pay dividends on or make distributions in respect of stock or make certain other restricted payments, such as share repurchases; make capital investments; enter into agreements that restrict distributions from certain subsidiaries; sell or otherwise dispose of assets; use for general purposes the cash received from certain allowable asset sales or disposals; 49 Table of Contents ● ● ● ● enter into transactions with affiliates; create or incur liens; merge, consolidate or sell all or substantially all of our assets; and receive dividends or other payments from subsidiaries in certain cases. Our ability to comply with these covenants may be affected by events beyond our control and we may need to refinance existing debt in the future. A breach of any of the covenants under the indenture together with the expiration of any cure period, if applicable, could result in a default under our indenture. If any such default occurs, subject to applicable grace periods, the holders of our Senior Note may elect to declare all outstanding Senior Notes, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. If the obligations under our Senior Notes were to be accelerated, our financial resources may be insufficient to repay the Senior Notes and any other indebtedness becoming due in full. In addition, if we breach the covenants in the indenture governing the Senior Notes and do not cure such breach within the applicable time periods specified therein, we would cause an event of default under the indenture governing the Senior Notes and a cross-default to certain of our other indebtedness and the lenders or holders thereunder could accelerate their obligations. If our indebtedness is accelerated, we may not be able to repay our indebtedness or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our indebtedness is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions. The number and quantity of viable financing and insurance alternatives available to us may be significantly impacted by unfavorable lending and investment policies by financial institutions and insurance companies associated with concerns about environmental impacts of coal combustion, and negative views around our efforts with respect to environmental and social matters and related governance considerations could harm the perception of our company by a significant number of investors or result in the exclusion of our securities from consideration by those investors. Certain banks, other financing sources and insurance companies have taken actions to limit available financing and insurance coverage for the development of new coal-fueled power plants and coal producers and utilities that derive a majority of their revenue from coal, and particularly from thermal coal. This may adversely impact the future global demand for coal. Increasingly, the actions of such financial institutions and insurance companies are informed by non-standardized "sustainability” scores, ratings and benchmarking studies provided by various organizations that assess environmental, social and governance matters. Further, there have been efforts in recent years by members of the general financial and investment communities, including investment advisors, sovereign wealth funds, public pension funds, universities and other institutional investors, to divest themselves and to promote the divestment of securities issued by companies involved in the fossil fuel extraction market, or that have low ratings or scores in studies and assessments of the type noted above, including coal producers. These entities also have been pressuring lenders to limit financing available to such companies. These efforts may have adverse consequences, including, but not limited to: ● ● ● ● ● ● ● ● restricting our ability to access capital and financial markets in the future; reducing the demand and price for our equity securities; increasing the cost of borrowing; causing a decline in our credit ratings; reducing the availability, and/or increasing the cost of, third-party insurance; increasing our retention of risk through self-insurance; making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing; and limiting our flexibility in business development activities such as mergers, acquisitions and divestitures. 50 Table of Contents If securities or industry analysts adversely change their recommendations regarding our stock or if our operating results do not meet their expectations, our stock price could decline. The trading market for our common stock could be influenced by the research and reports that industry or securities analysts may publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrade our stock or if our operating results do not meet their expectations, our stock price could decline. Our ability to operate effectively could be impaired if we fail to attract and retain key personnel. The loss of our senior executives could have a material adverse effect on our business. There may be a limited number of persons with the requisite experience and skills to serve in our senior management positions. We may not be able to locate or employ qualified executives on acceptable terms. In addition, as our business develops and expands, we believe that our future success will depend greatly on our continued ability to attract and retain highly skilled personnel with coal industry experience. We may not be able to continue to employ key personnel or attract and retain qualified personnel in the future. Our failure to retain or attract key personnel could have a material adverse effect on our ability to effectively operate our business. We could fail to retain customers or gain new ones. The failure to obtain additional customers or the loss of all or a portion of the revenues attributable to any customer as a result of competition, creditworthiness, inability to negotiate extensions or replacement of contracts or otherwise, could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. Terrorist attacks or cyber-incidents could result in information theft, data corruption, operational disruption and/or financial loss. Like most companies, we have become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications and services, to operate our businesses, process and record financial and operating data, communicate with our business partners, analyze mine and mining information, estimate quantities of coal reserves, as well as other activities related to our businesses. Strategic targets, such as energy-related assets, may be at greater risk of future terrorist or cyber-attacks than other targets in the United States. Deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties, including systems that collect, organize, store or use personal data, or cloud-based applications could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions and third-party liability. Due to the nature of cyber- attacks, breaches to our or our service or equipment providers’ systems could go unnoticed for a prolonged period of time. Our insurance may not protect us against such occurrences. Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flows. Further, as cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. Failure to adequately protect critical data and technology systems and the impact of data privacy regulation could materially affect us. Information technology solution failures, network disruptions and breaches of data security could disrupt our operations by causing delays or canceling or impeding processing of transactions and reporting financial results, resulting in the unintentional disclosure of employee, royalty owner, or other third party or our confidential information, or damage to our reputation. There can be no assurance that a system failure or data security breach will not have a material adverse effect on our operations, financial condition, results of operations or cash flows. In addition, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly 51 Table of Contents complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations (or contractual provisions requiring similar compliance) could result in significant penalties and legal liability, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business. As noted above, we are also subject to the possibility of cyber incidents or attacks, which themselves may result in a violation of these laws or may result in significant expense. We may be subject to litigation, the disposition of which could negatively affect our profitability and cash flow in a particular period, or have a material adverse effect on our business, financial condition and results of operations Our profitability or cash flow in a particular period could be affected by an adverse ruling in any litigation that may be filed against us in the future. In addition, such litigation could have a material adverse effect on our business, financial condition and results of operations. See "Part I, Item 3. Legal Proceedings.” Item 1B. Unresolved Staff Comments None. Item 2. Properties Summary Overview of Mining Operations Information concerning our mining properties in this Annual Report has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties. As used in this Annual Report, the terms "mineral resource,” "measured mineral resource,” "indicated mineral resource,” "inferred mineral resource,” "mineral reserve,” "proven mineral reserve” and "probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K. Under subpart 1300 of Regulation S-K, mineral resources may not be classified as "mineral reserves” unless the determination has been made by a qualified person that the indicated and measured mineral resources can be the basis of an economically viable project. You are specifically cautioned not to assume that any part or all of the mineral resources will ever be converted into mineral reserves, as defined by the SEC. See "Item 1A "Risk Factors” You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. See "Item 1A "Risk Factors” The information that follows relating to the Elk Creek Complex, Berwind Complex, and Knox Creek Complex is derived, for the most part, from, and in some instances is an extract from, the technical report summaries ("TRS”) relating to such properties prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the TRS’s, incorporated herein by reference and made a part of this Annual Report. 52 Table of Contents The following map shows the location of our mining properties and offices, excluding our property near Sheridan, Wyoming, as of December 31, 2022: At December 31, 2022, we had four mining properties, as summarized in the table below (tons produced in 000s), excluding the Brook Mine property being used to support the Company’s CORE initiatives: Location Logan, Wyoming, and Mingo Counties, WV McDowell County, WV, Buchanan and Tazewell Counties, VA McDowell County, WV, Buchanan, Russell, and Tazewell Counties, VA Washington County, PA Elk Creek Complex Berwind Complex Knox Creek Complex RAM Mine Total Controlled Acres Yrs Stage Clean Tons Clean Tons Clean Tons Produced Produced Produced 2022 2021 2020 20,200 20+ Production 1,548 1,981 2,033 62,500 20+ Production 147 180 416 74,400 15 Production — 45 235 1,567 10 Development — 158,667 1,695 — 2,206 — 2,684 Mine Type Quality Underground, Highwall, Surface Underground, Highwall, Surface High Volatile A, A/B, B Low and Mid Volatile Processing Facilities - Transportation Elk Creek Preparation Plant - CSX RR, Truck Berwind Preparation Plant - Truck, Norfolk Southern RR Underground, Highwall, Surface Mid and High Volatile A Knox Creek Preparation Plant - Truck, Norfolk Southern RR Underground High Volatile C Truck, Barge At December 31, 2022, we owned or controlled, primarily through long-term leases, approximately 157,100 acres of coal in Virginia and West Virginia and 1,567 acres of coal in Pennsylvania. The aggregate annual production for our properties during the three most recently completed fiscal years are as follows: 2.7 million tons for fiscal year 2022, 2.2 million tons for fiscal year 2021, and 1.7 million tons for fiscal year 2020. Our preparation plants and loadout facilities 53 Table of Contents are located on properties owned by us or held under leases which expire at varying dates over the next 30 years. Most of the leases contain options to renew. Many of these leases provide for a royalty payment to the lessor based on a specific price per ton of coal extracted or as a percentage of coal sales revenue. We believe that all of our leases were entered into at market terms. The Company leases office space in Lexington, Kentucky that serves as its executive headquarters. In addition, the Company owns office space in Charleston, West Virginia that serves as an operations center. The Company also owns offices in Sheridan, Wyoming as part of its CORE initiatives. See Item 1. "Business - Our Projects” for additional information about our mining operations and CORE initiatives. We hold numerous environmental and mineral extraction permits, water rights and other permits, licenses and approvals from governmental authorities authorizing operations at each of our facilities. With respect to each facility at which we produce coal, permits, licenses and approvals are obtained as needed in the normal course of business based on our mine plans and federal, state, and local regulatory provisions regarding mine permitting and licensing. Based on our historical permitting experience, we expect to be able to continue to obtain necessary mining permits and approvals to support historical rates of production. We are the operators of the mining and processing operations and the mining methods we use consist of surface, underground and highwall mining methods. The mining operations for the Elk Creek, Berwind, and Knox Creek complexes are material to our business and are further described below. Elk Creek Complex The Elk Creek Complex is located approximately 45 miles south of Charleston, West Virginia, in Logan, Wyoming, and Mingo Counties at N 37.698718, W 81.778297. The nearest town is Man, West Virginia, which is approximately five miles to the northwest of the Elk Creek Complex. The Elk Creek Complex is within the Southern West Virginia coal field of the Central Appalachia Coal Producing Region (the "CAPP Region”) of the United States. Companies that previously mined on the Elk Creek Complex include Island Creek Coal Company ("Island Creek”) which started mining in the area in December 1904. Consolidation Coal Company, now known as Consol Energy, Inc. ("Consol”), bought Island Creek in July 1993 and continued operations in and around the area until the late-1990s when Consol idled its Elk Creek Mine. Ramaco Coal bought the property from Consol in 2012 and started production on the Elk Creek Complex in the fourth quarter of 2016. The 2012 purchase included acquisition of rail access, permitted impoundment and coal refuse disposal facilities, as well as numerous reclaimed, but permitted deep mines. Pittston Coal Company operated mines on the northern Huff Creek portion (McDonald and Baisden properties) of the Elk Creek Complex in the 1970s and 1980s before the company exited the coal mining business in 2001. The Elk Creek Complex consists of approximately 20,200 acres of leased coal holdings. Within the Elk Creek Complex controlled coal holdings, 16,000 acres lie in Logan County, 2,800 acres in Wyoming County and 1,400 acres in Mingo County. The Elk Creek Complex is in the production stage and currently has six active mines, three planned and permitted mines, one permitted inactive mine, and one planned but not permitted mine. The five planned and/or permitted mines include two contour surface mine developing areas for a highwall miner, and three underground room and pillar mines, which use continuous miners for mine development. Ramaco began production of metallurgical coal at the complex in 2016. A majority of the underground mines implement retreat mining, which results in mining recovery of greater than 80 percent. Contour mining has an average mining recovery of approximately 90 percent, and the highwall mines have and average mining recovery of approximately 40 percent. The Elk Creek Complex is mining several seams and seam splits, including the Chilton A, Upper Dorothy, Upper Dorothy 2, 3, and 4, Middle Dorothy, Lower Dorothy, Upper Cedar Grove, Lower Cedar Grove A, Lower Cedar Grove B, Lower Cedar Grove C, Upper Alma, Lower Alma, Powellton, Eagle, and No. 2 Gas seams, in descending stratigraphic order. Currently, there are six active mines within the complex: ● Ram No. 1 Surface and Highwall Mine; 54 Table of Contents ● Stonecoal No. 2 Alma Deep Mine; ● Rockhouse Eagle Deep Mine; ● No. 2 Gas Deep Mine; ● Michael Powellton Deep Mine; and ● Crucible Lower Cedar Grove B and C seams. There are three planned and permitted mines within the complex: ● Ram No. 3 Surface and Highwall Mine, scheduled for 2023 startup; ● Ram No. 2 Surface and Highwall Mine (which is the extension of Ram No. 1 above), scheduled for 2023 startup; and ● Glenalum Tunnel #1 Deep Mine, scheduled for 2027 startup. There is one permitted inactive mine, the Eight-Kay Deep Mine that is projected to start in 2027 and the Bens Creek Deep Mine is planned but is not yet permitted. The projected startup date for this mine is 2026. It is likely future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. The current Elk Creek Complex Life-of-Mine ("LOM”) Plan projects mining through 2040; an expected mine life for the complex of 18 years. The Company projects total annual mine production to range from 2.1 to 2.3 million clean tons in 2023. All Run-of-Mine ("ROM”) coal is washed at the Elk Creek Preparation Plant. The Elk Creek Preparation Plant, built in 2017 by Raw Resources Group located in Princeton, West Virginia, is a well designed and constructed preparation plant, with ROM processing capacity of 700 tons per hour. During 2022, we began work on a throughput upgrade at our Elk Creek Preparation plant. We expect this upgrade will raise the nameplate processing capacity to 1,150 raw tons per hour and our annual processing capacity from this complex to approximately 3.0 million tons per year. We expect that this upgrade will be completed in the second quarter of 2023. In order to meet this increased capacity, we also began development work on additional low-cost, high- volatile underground and surface mines at Elk Creek. These mines began production during the second quarter of 2022 and are expected to reach full levels of productivity during 2023. Production is expected to increase at Elk Creek commensurate with the increase in processing capacity discussed above. The book value of the Elk Creek Complex property and its associated plant and equipment was $264 million as of December 31, 2022. The Elk Creek Complex utilizes industry standard, modern surface and underground mining equipment, processing equipment and infrastructure that is in good operating condition and capable of meeting planned production requirements using prudent operating methods and operating schedules. The Elk Creek Complex produces a high quality, high-volatile metallurgical coal. Historically, the market for metallurgical coal from the Elk Creek Complex has been domestic metallurgical coal consumers and the global seaborne metallurgical coal market. Coal produced from the complex is primarily high-volatile A and high-volatile B metallurgical coal. The Elk Creek Complex also produces thermal coal and specialty coals, which represent approximately five percent of sales. Volatiles refers to the volatile matter contained in the coal. Classification of coal as low, mid or high-volatile refers to the specific volatile content within the coal, with coals of 17% to 22% volatile matter being classified as low-volatile, 23% to 31% as mid volatile and 32% or greater as high-volatile. The volatile matter in coal impacts coke yield (i.e. the amount of coke and coke by-products produced per ton of coal charged). Low-volatile coal contains more carbon, but too much carbon can result in coke oven damage. Too much volatile matter results in less carbon and reduces the volume of coke produced. Therefore, coke producers use blends of high-volatile and low-volatile coals for coke production. We are unaware of any significant encumbrances to the Elk Creek Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. 55 Table of Contents Berwind Complex The Berwind Complex is located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky at N 37.164522, W 81.744893. The complex includes areas in Buchanan and Tazewell Counties, Virginia and McDowell County, West Virginia. The Berwind Complex is within the Southwestern Virginia and Southern West Virginia coal fields of the CAPP Region of the United States. The Berwind Complex and surrounding area has an extensive history of coal mining, primarily by underground mining methods. Mining within the Berwind/Knox Creek Complex likely began in the early-1900s and there have been many different mine operators both large and small in the region since then. The Berwind Property consists of approximately 62,500 acres of leased coal holdings located in McDowell County, West Virginia and Buchanan and Tazewell Counties, Virginia. Ramaco obtained their initial lease for this property in 2015 and commenced mine operations in 2017. The Berwind Complex is in the production stage and currently has three active mines, one mine that was idle at December 31, 2022 and subsequently reactivated in the first quarter of 2023, and one permitted mine. The three mines that were active at December 31, 2022 include one contour surface mine developing areas for a highwall miner, and two underground room and pillar mines, which use continuous miners for mine development. Ramaco started operations at the Berwind Pocahontas 4 Deep Mine in 2017 and idled the mine in mid-July 2022 due to an ignition that an investigation by the Mine Safety and Health Administration (MSHA) suggests was caused by lightning that struck a pilot hole for a new shaft. Production at the Berwind No. 1 Deep Mine restarted in the first quarter of 2023. A majority of the underground mines implement retreat mining, which typically results in mining recovery of greater than 80 percent. Contour mining has an average mining recovery of approximately 90 percent, and the highwall mine has an average mining recovery of approximately 40 percent. The Berwind Complex is mining several seams and seam splits, including the Pocahontas 6, Pocahontas 5, Pocahontas 4 and Pocahontas 3 seams, in descending stratigraphic order. Active Mines: ● Laurel Fork Pocahontas 3 Deep Mine ● Triad No. 2 Deep Mine ● Triple S Surface and Highwall Mine Idle Mine: ● Berwind No. 1 Pocahontas 4 Deep Mine (idle at December 31, 2022 but reactivated in the first quarter of 2023) Permitted Mines: ● Squire Jim No. 1 Deep Mine, permitted but not planned for startup The current Berwind Complex Life-of-Mine (LOM) Plan projects mining through 2049, an expected mine life for the complex of 27 years. Ramaco projects total annual production to be approximately 0.9 million clean tons until another super-section is started in the Berwind No. 1 Deep Mine in 2027, and average 1.2 million clean tons per year through 2040 when the Berwind No. 1 Deep Mine is nearing end of mine life. After this, the single-section Laurel Fork Deep Mine is currently planned to operate into 2049 at an average annual rate of approximately 307 thousand clean tons per year. However, it is likely future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. All Run-of-Mine (ROM) coal is washed at the Berwind Preparation Plant with no planned direct shipment coal. The Berwind Preparation Plant was initially built in 1955 and commissioned in 1957. Ramaco refurbished the preparation plant in 2021 and 2022 based on a design by Ramsey Industrial, with a current ROM processing capacity of 600 tons per hour. 56 Table of Contents The book value of the Berwind Complex property and its associated plant and equipment is $148 million as of December 31, 2022. The Berwind Complex utilizes industry standard, modern surface and underground mining equipment, processing equipment and infrastructure that is in good operating condition and capable of meeting planned production requirements using prudent operating methods and operating schedules. The Berwind Complex produces high quality, mid and low volatile metallurgical coal. Historically, the market for metallurgical coal from the Berwind Complex has been for both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. We are unaware of any significant encumbrances to the Berwind Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. Knox Creek Complex The Knox Creek Complex consists of two general properties or areas as follows: ● Big Creek Property; and ● Knox Creek Property The Knox Creek Complex is located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky at N 37.164522, W 81.744893. The complex includes areas in Buchanan, Russell and Tazewell Counties, Virginia and McDowell County, West Virginia. The Knox Creek Complex is within the Southwestern Virginia and Southern West Virginia coal fields of the CAPP Region of the United States. The Knox Creek Complex and surrounding area has an extensive history of coal mining, primarily by underground mining methods. Mining within the Knox Creek Complex likely began in the early-1900s and there have been many different mine operators both large and small in the region since then. The Knox Creek Complex consists of approximately 74,400 acres of owned and leased coal holdings. Within the Knox Creek Complex controlled coal holdings, 9,250 acres lie in McDowell County, West Virginia. The Knox Creek Complex is in the production stage and currently has two active mines and two planned and permitted mines. There are no active or planned West Virginia mines currently within the Knox Creek Complex. The two active mines include one contour surface mine developing areas for a highwall miner, and one underground room and pillar mine, which uses continuous miners for mine development. Ramaco began production of metallurgical coal at the complex in 2019. The underground mines will implement retreat mining, which typically results in mining recovery of 50 to 80 percent. At the surface mine, contour mining has an average mining recovery of approximately 90 percent, and highwall mining has an average mining recovery of approximately 40 percent. The Knox Creek Complex is mining or plans to mine several seams and seam splits, including the Jawbone, Kennedy and Tiller seams. Active Mines: ● Big Creek Jawbone No. 1 Deep Mine ● Big Creek Surface and Highwall Mine Planned and Permitted Mines: ● Knox Creek Tiller Deep Mine, scheduled for 2024 startup ● Kennedy No. 3 Deep Mine, scheduled for 2024 startup The current Knox Creek Complex Life-of-Mine (LOM) Plan projects mining through 2037, an expected mine life for the complex of 15 years. It is anticipated that future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. 57 Table of Contents All Run-of-Mine (ROM) coal is washed at the Knox Creek Preparation Plant. The Knox Creek Preparation Plant, built in 1981 by Powell Construction Company located in Johnson City, Tennessee, is a well designed and constructed preparation plant, with ROM processing capacity of 750 tons per hour. The book value of the Knox Creek Complex property and its associated plant and equipment is $31 million as of December 31, 2022. The Knox Creek Complex utilizes industry standard, modern surface and underground mining equipment, processing equipment and infrastructure that is in good operating condition and capable of meeting planned production requirements using prudent operating methods and operating schedules. The Knox Creek Complex produces high quality, mid and high volatile metallurgical coal. Historically, the market for metallurgical coal from the Knox Creek Complex has included both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. The Knox Creek Complex also sporadically produces a minimal quantity of thermal coal from the surface mine from oxidized zones. We are unaware of any significant encumbrances to the Knox Creek Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. Summary of Mineral Resources and Reserves Summaries of our mineral resources and reserves at December 31, 2022, are set forth in Tables 1 and 2. Table 1. Summary Mineral Resources at end of Fiscal Year ended December 31, 2022 Measured Mineral Resources Indicated Mineral Resources Coal Quality (Dry Basis) Raw Coal Quality (Dry Basis) Raw Measured + Indicated Mineral Resources Coal Quality (Dry Basis) Raw Inferred Mineral Resources Coal Quality (Dry Basis) Raw Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Amount (000 Tons) Relative Density (Lbs./Cu.Ft.) Amount (000 Tons) Ash (%) Ash (%) Relative Density (Lbs./Cu.Ft.) Area Berwind Complex 558,581 20.40 91.06 70,376 20.40 91.06 628,957 20.40 91.06 4,495 20.40 91.06 Knox Creek Complex Big Creek Property Knox Creek Property Elk Creek Complex Ram Surface Crucible Deep Stonecoal No. 2 Alma Deep Mine Michael Powellton Mine Rockhouse Eagle Deep Mine Moorfork Mine Bens Creek Deep Mine Lower War Eagle Glenalum Tunnel #1 Deep Mine Gilbert Deep Mine 35,021 14.10 258,795 13.50 91.42 87.76 — — 6,765 13.50 — 87.76 35,021 265,560 14.10 13.50 91.42 87.76 — — — — — — 96,776 15.42 8.74 2,285 88.42 84.04 12,626 15.42 8.74 730 88.42 84.04 109,402 3,015 15.42 8.74 88.42 84.04 — 15.42 — 8.74 19,928 14.32 86.83 3,041 14.32 86.83 22,969 14.32 86.83 — 14.32 — 32.24 4,065 19.62 2,390 15.49 15,510 25.83 4,965 21.76 9,295 4.80 2,085 23.56 97.85 89.07 82.24 93.81 90.64 81.13 92.66 — 32.24 35 19.62 360 15.49 24,425 25.83 2,870 21.76 10,855 4.80 2,565 23.56 97.85 89.07 82.24 93.81 90.64 81.13 92.66 — 32.24 97.85 — 32.24 4,100 2,750 39,935 7,835 19.62 15.49 25.83 21.76 20,150 4,650 4.80 23.56 89.07 82.24 93.81 90.64 81.13 92.66 — 19.62 — 15.49 — 25.83 21.76 70 815 85 4.80 23.56 88.42 84.04 86.83 97.85 89.07 82.24 93.81 90.64 81.13 92.66 RAM Mine 3,724 6.00 81.12 7,716 6.00 81.12 11,440 6.00 81.12 — — — Grand Total 1,013,420 142,364 1,155,784 5,465 Notes: 58 Table of Contents ● Mineral Resources reported above are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves. Mineral Resources reported here are exclusive of Mineral Reserves. ● Resource probable economic mineability is based on underground minable resources with 2.0 feet minimum seam thickness, surface and highwall mines with 1.0 feet minimum seam thickness, area mining with a cutoff stripping ratio of 20:1, and primarily metallurgical low and mid-volatile coal at the Berwind Complex realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine), primarily metallurgical mid and high- volatile at the Knox Creek Complex realizing a sales price of $184 per ton and cash cost of $99 per clean ton (FOB Mine), and primarily metallurgical high-volatile A and high-volatile B coal at the Elk Creek Complex realizing a sales price of $131 per ton at a cash cost of $77 per clean ton (FOB Mine). ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. Table 2. Summary Mineral Reserves at end of Fiscal Year ended December 31, 2022 Area Berwind Complex Berwind No. 1 Deep Mine Laurel Fork Deep Mine Triple S Highwall Mine Triad No. 2 Deep Mine Knox Creek Complex Big Creek Surface and Highwall Mine Big Creek Jawbone 1 Deep Mine Knox Creek Tiller Deep Mine Kennedy No. 3 Deep Mine Elk Creek Complex Ram Surface and Highwall Mine Ram Surface 3 and Highwall Mine Crucible Deep Stonecoal No. 2 Alma Deep Mine Michael Powellton Mine Rockhouse Eagle Deep Mine No. 2 Gas Deep Mine Eight-Kay Bens Creek Deep Mine Glenalum Tunnel #1 Deep Mine Grand Total Proven Mineral Reserves Probable Mineral Reserves Proven + Probable Mineral Reserves Amount (000 Tons) Coal Quality (Dry Basis) Raw Relative Density (Lbs./Cu.Ft.) Ash (%) Amount (000 Tons) Coal Quality (Dry Basis) Raw Relative Density (Lbs./Cu.Ft.) Ash (%) Amount (000 Tons) Coal Quality (Dry Basis) Raw Relative Density (Lbs./Cu.Ft.) Ash (%) 23.39 10.50 11.20 39.50 19.03 30.60 16.10 13.60 15.10 15.80 10.40 23.80 42.80 16.30 27.90 12.30 28.60 5.90 16,897 6,188 171 259 348 586 6,362 720 1,574 2,760 4,180 4,893 1,073 1,728 3,722 1,390 1,670 2,380 56,901 92.58 84.32 84.89 102.58 89.73 97.16 88.05 86.48 87.10 87.80 84.10 84.60 104.60 87.80 94.40 85.70 95.80 81.80 26 22 44 — — — — — 23.39 12.10 11.10 — — — — — 15.10 35 15.80 440 10.40 645 290 23.80 — 42.80 16.30 495 27.90 455 12.30 240 28.60 170 5.90 2,190 5,052 92.58 84.89 84.89 — 16,923 6,210 215 259 — — — — 87.10 87.80 84.10 84.60 104.60 87.80 94.40 85.70 95.80 81.80 348 586 6,362 720 1,609 3,200 4,825 5,183 1,073 2,223 4,177 1,630 1,840 4,570 61,953 23.70 10.60 11.10 39.50 19.03 30.60 16.10 13.60 15.10 15.80 10.40 23.80 42.80 16.30 27.90 12.30 28.60 5.90 92.82 84.32 84.89 102.58 89.73 97.16 88.05 86.48 87.10 87.80 84.10 84.60 104.60 87.80 94.40 85.70 95.80 81.80 Notes: ● Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency. ● Mineral Reserves estimated for the Berwind Complex are based primarily on metallurgical low and mid-volatile coal realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine), primarily metallurgical mid and high-volatile coal at the Knox Creek Complex realizing a sales price of $184 per ton and cash cost of $99 per clean ton (FOB mine), and primarily a metallurgical high-volatile A and high-volatile B coal at the Elk Creek Complex realizing a sales price of $131 per ton at a cash cost of $77 per clean ton (FOB Mine). ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ● Mineral Reserves are reported exclusive of Mineral Resources. Our coal resource and reserve estimates at December 31, 2022, were prepared by a qualified person ("QP”) and have a basis in periodic, historical reserve studies completed by third-party geological engineering firms. Our coal resource and reserve estimates are based on data obtained from our drilling activities and other available geologic data. Acquisitions or sales of coal properties will change these estimates. Changes in mining methods or the utilization of new technologies may increase or decrease the recovery basis for a coal seam. The most recent studies of our coal reserves for the Elk Creek Complex, Berwind Complex, Knox Creek Complex, and RAM Mine were prepared by an independent engineering firm, 59 Table of Contents Weir International, Inc. ("Weir”). In periods between third party updates, we update reserves utilizing our internal staff of engineers and geologists based upon production data. We intend to continue to periodically retain outside experts to assist management with the verification of our estimates of our coal reserves going forward. Weir prepared our reserve reporting in compliance with the Regulation S-K 1300 requirements. Weir initiated this process with us by completing a historical project review as well as its validation of our complete drill hole database. Weir validated that property control is accurately reflected in reserve modeling, verifying the latest property boundaries, including control by each individual seam. Weir also examined reserve boundaries to ensure agreement with mining parameters, such as minimum thickness, minimum yield and minimum inter-burden between seams. Resource classification is determined based on the expectation of our meeting these mining parameters. Weir also conducted mining integrity checks to ensure each reserve area is minable. In determining whether our reserves meet this standard, we take into account, among other things, our potential ability to obtain a mining permit, the possible necessity of revising a mining plan, changes in estimated future costs, changes in future cash flows caused by changes in costs required to be incurred to meet regulatory requirements and obtaining or renewing mining permits, variations in quantity and quality of coal, and varying levels of demand and their effects on selling prices. Further, the economic recoverability of our reserves is based on market conditions including contracted pricing, market pricing and overall demand for our coal. Thus, the actual value at which we no longer consider our reserves to be economically recoverable varies depending on the length of time in which the specific market conditions are expected to last. We consider our reserves to be economically recoverable at a price in excess of our cash costs to mine the coal and fund our ongoing replacement capital. The reserves in this Annual Report are classified by reliability or accuracy in decreasing order of geological assurance as Proven (Measured) and Probable (Indicated). Summaries of the mineral resources and mineral reserves as of December 31, 2022 and December 31, 2021 are shown below. Weir served as the QP and prepared the estimates of mineral resources and mineral reserves at the Berwind Complex, Knox Creek Complex, and Elk Creek Complex. A copy of the QP’s TRS with respect to the mineral resource and reserve estimates at the Berwind Complex, dated March 9, 2023, with an effective date of December 31, 2022 (the "Berwind TRS”), is filed as Exhibit 96.1, and at the Knox Creek Complex, dated March 9, 2023, with an effective date of December 31, 2022 ("Knox Creek TRS”), is filed as Exhibit 96.2. Since a material change has not occurred from the last TRS filed for the Elk Creek Complex, the previous year’s TRS has not been updated. Refer to Exhibit 96.3. (in millions) Area Berwind Complex Knox Creek Complex Elk Creek Complex RAM Mine Total Year ended December 31, 2022 Year ended December 31, 2021 Measured + Indicated In-Place Resources Proven + Probable Clean Recoverable Reserves Measured + Indicated In-Place Resources Proven + Probable Clean Recoverable Reserves 629 301 215 11 1,156 24 8 30 — 62 239 296 223 11 769 9 1 29 — 39 Estimates of coal reserves and resources are updated annually to reflect changes resulting from active mine production, mine plan modifications, property acquisitions/sales, impacts of additional exploration drilling, and any other changes that impact remaining coal reserve and resource tonnage. The combined proven and probable reserves at the Berwind, Knox Creek and Elk Creek Complexes increased by 23 million tons, driven by 14 million tons resulting from property acquisitions within the Berwind Complex as well as the conversion of mineral resources to mineral reserves within the Knox Creek Complex. Similarly, measured and indicated coal resources increased by 387 million tons, driven by 384 million tons resulting from property acquisitions within the Berwind Complex. 60 Table of Contents Key assumptions and parameters relating to the mineral resources and mineral reserves are discussed in sections 11 and 12, respectively, of each TRS. Internal Controls In our exploration and mineral resource and reserve estimation efforts, we utilize an American National Standards Institute certified third- party laboratory, which has in-house quality control and assurance procedures. Once in possession of the samples, the laboratory standard sample preparation and security procedures are followed. After the sample has been tested, reviewed, and accepted, the disposal of the sample is done in accordance with local, state and EPA approved methods. Weir has determined the sample preparation, security and analysis procedures used for our drillhole samples meet current coal industry standards and practices for quality testing, with laboratory results suitable to use for geological modeling, mineral resource estimation and economic evaluation. Year-end reserve estimates are and will continue to be reviewed by our Chief Executive Officer and other senior management, and revisions are communicated to our board of directors. Inaccuracies in our estimates of our coal reserves could result in decreased profitability from lower than expected revenue or higher than expected costs. Actual production recovered from identified reserve areas and properties, and revenue and expenditures associated with our mining operations, may vary materially from estimates. Item 3. Legal Proceedings Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations. For a description of our legal proceedings, see "Commitments and Contingencies,” Note 10 to the Notes to Consolidated Financial Statements. Item 4. Mine Safety Disclosures The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report. 61 Table of Contents Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters PART II Market Information. Our common stock is listed on the NASDAQ Global Select Market under the symbol "METC” and our Notes are listed on the NASDAQ Global Select Market under the symbol "METCL.” Holders. As of the close of business on February 28, 2023, there were eighty-four holders of record of our common stock. Because many of our common shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these holders of record. Dividends. On December 8, 2022, the Company announced that its board of directors declared a $0.1250 per common share cash dividend payable on March 15, 2023 to shareholders of record as of March 1, 2023, which represents a 10% increase in the quarterly cash dividends paid in 2022 of $0.1133 per common share. The Company anticipates paying dividends on a quarterly basis at the newly approved amount; however, future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change. Equity Compensation Plans. The Company does not have any non-stockholder approved equity compensation plans. Refer to Part II, Item 8, Note 9 for the Company’s equity compensation plan information. Stock repurchases. The Company routinely allows employees to surrender common stock to pay estimated taxes upon the vesting or exercise of stock-based compensation awards. The value of common stock tendered by employees is determined based on the price of the Company’s common stock at the time of relinquishment. There were no other repurchases of common shares during the quarter or year ended December 31, 2022. Item 6. [Reserved] 62 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist you in understanding our results of operations and our present financial condition and contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. We caution you that our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Annual Report, particularly in the "Cautionary Note Regarding Forward-Looking Statements” and "Risk Factors,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. Overview Our primary source of revenue is the sale of metallurgical coal. We are a pure play metallurgical coal company with 62 million and 1,156 million measured and indicated tons of high-quality metallurgical coal reserves and resources, respectively. Our plan is to continue development of our existing properties and grow annual production over the next few years to approximately 6.5 million clean tons of metallurgical coal, subject to market conditions, permitting and additional capital deployment in the medium-term. We may make acquisitions of reserves or infrastructure that continue our focus on advantaged geology and lower costs. During 2022, we sold 2.5 million tons of coal. Of this, 58% was sold in North American markets and 42% was sold in export markets, excluding Canada, principally to Europe, South America, Asia and Africa. The Company is responsible for rail and loadout costs for coal sold into export markets. During 2021, we sold 2.3 million tons of coal. Of this amount, 51% was sold in North American markets and 49% was sold in export markets, excluding Canada. We purchase coal from third parties for sale for our own account from time to time; however, sales of higher- margin Company produced coal made up 98% of total sales in both 2022 and 2021. The overall outlook of the metallurgical coal business is dependent on a variety of factors such as pricing, regulatory uncertainties and global economic conditions. Coal consumption and production in the U.S. is driven by several market dynamics and trends including the U.S. and global economies, the U.S. dollar’s strength relative to other currencies and accelerating production cuts. Coal benchmark prices soared in early 2022, but then fell throughout the rest of the year. Uncertainty related to COVID-19 continues to linger across the world. The Company actively monitors for developments and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, suppliers, and stakeholders, or as required by federal, state, or local authorities. Regarding the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region, are impossible to predict, but could be significant and may have a severe adverse effect on the region. Globally, various governments have banned imports from Russia including commodities such as oil, natural gas and coal. These events have contributed to volatility in the commodity markets. This volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may have a significant effect on market prices and overall demand for our coal and the cost of supplies and equipment. We are closely monitoring the potential effects on the market. We have no meaningful direct financial exposure to Russia and Ukraine; however, the European Union ban on Russian coal has put upward pressure on international thermal coal prices. In addition, fear of economic contraction may affect future demand for coking coal. Values of certain indices for high quality thermal coal exceeded values of coking coal indices for part of 2022. Available coking coal may be directed into thermal markets when such conditions occur. The annual contracting season with North American steel producers generally occurs in late-summer through the fall. As of December 31, 2022, we had entered into forward sales contracts with certain North American customers for 2023 on a fixed price basis for 1.2 million tons of coal at an average realizable price of $198/ton FOB mine. This 63 Table of Contents level of pricing in 2023 is higher than the average price of $187 per ton FOB mine that was obtained during the previous contracting season for North America. This is due to a combination of factors, including changes in demand, variations in the types of coal qualities being purchased, fluctuations in steel prices, and other macroeconomic trends. In addition, we anticipate a shift to more export sales in the Company’s mix of revenues during 2023. Export sales often contain index-based pricing and, therefore, could lead to greater volatility in pricing and revenues compared to 2022. In 2022, our capital expenditures were $123.0 million, excluding cash paid for the acquisitions of Ramaco Coal and Maben Coal assets which totaled $23.6 million as well as capitalized interest of $1.1 million. Our capital expenditures in 2021 were $29.5 million, excluding cash paid for the acquisition of the Amonate assets which totaled $30.1 million. The increase in capital expenditures was due to continued investments in growth projects at our Elk Creek and Berwind mining complexes. We expect to complete improvements at the Elk Creek preparation plant in the second quarter of 2023, which should result in an increase in annualized processing and shipping capacity from 2 million tons to 3 million tons per year. Production is also expected to increase at Elk Creek commensurate with the increase in processing capacity. On July 10, 2022, we experienced a methane ignition at the Berwind No. 1 mine, which was one of the active mines at our Berwind mining complex. The other mines resumed production while the Berwind No. 1 mine was idled until a full investigation could be conducted. There were no personnel in the mine at the time of the incident and no injuries or fatalities occurred. The overall impact to pre-tax earnings in 2022 was immaterial except for idle mine costs of $9.5 million recognized during the year. Production from the Berwind No. 1 mine restarted in the first quarter of 2023. The Company expects the mine to achieve regular levels of production by the third quarter of 2023. The increase in capacity at the Elk Creek plant and the re-opening of the Berwind No. 1 mine, as described above, as well as the expected start of production at the Maben mine are expected to increase production and earnings starting in the second quarter of 2023. We expect to be producing on an annualized four million ton per year run rate by the third quarter of 2023. 64 Table of Contents Results of Operations (In thousands) Revenue Costs and expenses Cost of sales (exclusive of items shown separately below) Asset retirement obligations accretion Depreciation, depletion, and amortization Selling, general and administrative expenses Total costs and expenses Operating income (loss) Other income (expense), net Interest expense, net Income (loss) before tax Income tax expense (benefit) Net income (loss) Earnings (loss) per common share Basic Diluted Adjusted EBITDA Years ended December 31, 2021 2020 2022 $ 565,688 $ 283,394 $ 168,915 332,960 1,115 41,194 40,032 415,301 195,412 615 26,205 21,629 243,861 145,503 570 20,912 21,023 188,008 150,387 39,533 (19,093) 2,637 (6,829) 146,195 30,153 $ 116,042 $ $ $ 2.63 2.60 204,555 $ $ $ $ 7,429 (2,556) 44,406 4,647 39,759 0.90 0.90 79,042 $ $ $ $ 11,926 (1,224) (8,391) (3,484) (4,907) (0.12) (0.12) 18,455 Net income and Adjusted EBITDA were significantly higher compared to 2021, which was driven by higher sales pricing in 2022. Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Adjusted EBITDA. Year Ended December 31, 2022 compared to Year Ended December 31, 2021 Revenue. Our revenue includes sales to customers of Company produced coal as well as smaller amounts of coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales. For the year ended December 31, 2022, we had revenue of $565.7 million from the sale of 2.45 million tons of coal including 0.05 million tons of purchased coal. During 2021, we sold 2.29 million tons of coal including 0.05 million tons of purchased coal for total revenue of $283.4 million. 65 Table of Contents Coal sales information is summarized as follows: (In thousands) Company Produced Coal sales revenue Tons sold Purchased from Third Parties Coal sales revenue Tons sold Totals Coal sales revenue Tons sold Year ended December 31, 2021 Increase 2022 $ $ $ 553,830 2,396 11,858 54 565,688 2,450 $ $ $ 276,725 2,239 6,669 47 283,394 2,286 $ $ $ 277,105 157 5,189 7 282,294 164 Coal sales revenue for 2022 increased nearly 100% from 2021, which was driven by improved fixed pricing for domestic sales and favorable spot/index pricing for export sales in 2022. Revenue per ton sold increased 86% from $124/ton in 2021 to $231/ton in 2022. Revenue per ton sold (FOB mine), which excludes transportation revenues, increased 91% from $109/ton in 2021 to $207/ton in 2022. In addition, we sold 0.2 million more tons of coal in 2022 compared to 2021 despite rail-related constraints occurring in 2022. Refer to Note 2—Summary of Significant Accounting Policies—Concentrations and Note 11—Revenues in Item 8, Part II for additional information regarding sales to customers. Cost of sales. Our cost of sales totaled $333.0 million for 2022 as compared to $195.4 million for 2021. The 70% increase versus the prior year was driven primarily by inflationary pressures on labor and supplies. Total cost per ton sold increased 59% from $85/ton in 2021 to $136/ton in 2022. Total cash cost per ton sold (FOB mine), which excludes transportation costs and idle mine costs related to the Berwind ignition event, increased 54% from $70/ton in 2021 to $108/ton in 2022. The cost of sales for coal we purchased from third parties was $9.4 million in 2022 compared to $5.4 million in 2021. Asset retirement obligation accretion. ARO accretion was $1.1 million for 2022 and $0.6 million for 2021. The higher level of accretion in 2022 was driven primarily by AROs assumed as part of the acquisition of Amonate assets in December 2021. Depreciation, depletion, and amortization. Depreciation of our plant and equipment totaled $24.1 million for the year ended December 31, 2022 as compared with $17.9 million for the previous year. Higher depreciation expense for 2022 was principally due to the increase in deployment of additional mining equipment. Amortization and depletion of capitalized mine development costs and mineral rights totaled $12.2 million in 2022 as compared to $7.2 million for the previous year. Higher amortization and depletion expense for 2022 was driven by higher production volumes. Amortization of right of use assets related to equipment finance leases totaled $4.8 million in 2022 as compared to $1.1 million in the previous year. The higher amortization for 2022 was due to new equipment finance leases. Selling, general and administrative expenses. Selling, general and administrative expenses were $40.0 million for the year ended December 31, 2022 compared to $21.6 million for 2021. This increase reflects the growth of our organization including higher stock compensation expense, incentives, and professional services. Other income (expense), net. Other income, net was $2.6 million in 2022 driven by the gain of $2.1 million recognized on the sale of mineral rights. For 2021, other income, net was $7.4 million principally due to the recognition of $5.4 million associated with the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act”) Employee Retention Tax Credit. Interest expense, net. Interest expense, net was approximately $6.8 million in 2022 as compared to $2.6 million in 2021. The increase in net interest expense in 2022 was primarily due to debt incurred to finance acquisitions in 2022 as well as the issuance of Senior Notes in July 2021. 66 Table of Contents Income tax expense. We recognized income tax expense of $30.2 million and $4.6 million in 2022 and 2021, respectively. Income tax expense for 2022 includes a $1.5 million benefit for stock-based compensation and a $0.5 million benefit related to state tax rate changes. Income tax expense for 2021 includes a $2.3 million benefit associated with changes in state income tax regulations for Virginia and West Virginia and a $0.2 million benefit for stock-based compensation. Excluding these discrete items, our effective tax rate was 22% for 2022 and 16% for 2021. The primary difference from the statutory rate of 21% is related to permanent differences for state income taxes, non-deductible expenses (including limitations on compensation), and the difference in depletion expense between generally accepted accounting principles in the U.S.("U.S. GAAP”) and federal income tax purposes. Year Ended December 31, 2021 compared to Year Ended December 31, 2020 Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2021 Annual Report on Form 10-K for a discussion of the results of operation for the year ended December 31, 2021 as compared to the year ended December 31, 2020. Non-GAAP Financial Measures Adjusted EBITDA. Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance. We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation; depreciation, depletion, and amortization expenses; income taxes; certain non-operating expenses (charitable contributions); and accretion of asset retirement obligations. A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as a substitute to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. (In thousands) Reconciliation of Net Income to Adjusted EBITDA Net income (loss) Depreciation, depletion, and amortization Interest expense, net Income tax expense (benefit) EBITDA Stock-based compensation Other non-operating expenses Accretion of asset retirement obligation Adjusted EBITDA 67 Years ended December 31, 2021 2022 2020 $ $ 116,042 41,194 6,829 30,153 194,218 8,222 1,000 1,115 204,555 $ $ 39,759 26,205 2,556 4,647 73,167 5,260 — 615 79,042 $ $ (4,907) 20,912 1,224 (3,484) 13,745 4,140 — 570 18,455 Table of Contents Non-GAAP revenue per ton. Non-GAAP revenue per ton (FOB mine) is calculated as coal sales revenue less transportation costs, divided by tons sold. We believe revenue per ton (FOB mine) provides useful information to investors as it enables investors to compare revenue per ton we generate against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal prices from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Revenue per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to revenue under U.S. GAAP. (In thousands, except per ton amounts) Revenue Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) Transportation costs Non-GAAP revenue (FOB mine) Tons sold Revenue per ton sold (FOB mine) Year ended December 31, 2022 Year ended December 31, 2021 Company Purchased Company Purchased Produced Coal Total Produced Coal Total $ 553,830 $ 11,858 $ 565,688 $ 276,725 $ 6,669 $ 283,394 (57,299) 496,531 2,396 207 $ $ (813) 11,045 54 203 $ $ (58,112) 507,576 2,450 207 $ $ (33,922) 242,803 2,239 108 $ $ $ $ (1,225) 5,444 47 116 $ $ (35,147) 248,247 2,286 109 Non-GAAP cash cost per ton sold. Non-GAAP cash cost per ton sold is calculated as cash cost of sales less transportation costs and idle mine costs, divided by tons sold. We believe cash cost per ton sold provides useful information to investors as it enables investors to compare our cash cost per ton against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal cost from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Cash cost per ton sold is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to cost of sales under U.S. GAAP. (In thousands, except per ton amounts) Year ended December 31, 2022 Year ended December 31, 2021 Company Purchased Company Purchased Produced Coal Total Produced Coal Total Cost of sales Less: Adjustments to reconcile to Non-GAAP cash cost of sales Transportation costs Idle mine costs Non-GAAP cash cost of sales Tons sold Cash cost per ton sold 2023 Sales Commitments $ 323,550 $ 9,410 $ 332,960 $ 190,056 $ 5,356 $ 195,412 (57,300) (9,474) 256,776 2,396 107 $ $ $ $ (813) — 8,597 54 158 $ $ (58,113) (9,474) 265,373 2,450 108 $ $ (33,934) — 156,122 2,239 70 $ $ (1,225) — 4,131 47 88 $ $ (35,159) — 160,253 2,286 70 As of December 31, 2022, we had entered into forward sales contracts for approximately 1.5 million tons at an average fixed price of $202/ton as well as roughly 0.7 million additional tons priced against various benchmark indices. These volumes were mostly metallurgical quality coal. Sales commitments of another 0.4 million tons were obtained subsequent to December 31, 2022. We anticipate a shift to more export sales during 2023 compared to 2022, which may lead to greater volatility in revenues due to index- based pricing. 68 Table of Contents Liquidity and Capital Resources Our primary source of cash is proceeds from the sale of our coal production to customers. Our primary uses of cash include the cash costs of coal production, capital expenditures, acquisitions, royalty payments, and other operating expenditures. Cash flow information is as follows: (In thousands) Consolidated statement of cash flow data: Cash flows provided by operating activities Cash flows used for investing activities Cash flows (used for) provided by financing activities Net change in cash and cash equivalents and restricted cash Years ended December 31, 2021 2020 2022 $ $ 187,870 (145,708) (28,495) 13,667 $ $ 53,340 (59,613) 22,369 16,096 $ $ 13,312 (24,753) 11,286 (155) Cash flows provided by operating activities during 2022 increased $134.5 million versus the prior year primarily due to higher cash earnings. Changes in working capital were also favorable versus the prior year as accounts payable increased in 2022 and accounts receivable decreased slightly in 2022 despite the large increase in revenues. These changes were offset partially by the increase in inventories in 2022, which was driven by logistical and rail challenges experienced during 2022. The Company expects a meaningful decline in inventories in 2023 from sales of 2022 carryover tonnage and the increase in processing capacity at the Elk Creek preparation plant discussed earlier. Net cash used for investing activities increased $86.1 million versus the prior year primarily due to $93.5 million of increased capital expenditures, or $94.6 million including the effect of capitalized interest, driven by growth projects at the Elk Creek and Berwind mining complexes to increase capacity and accommodate higher production levels. The strategic acquisitions of Ramaco Coal and Maben Coal assets in 2022 are largely being paid for by the Company over time and, therefore, are included in the discussion of Indebtedness below. Net cash used for financing activities was $28.5 million in 2022, which was driven by $20.0 million of cash dividend payments made by the Company to its shareholders. Net cash flows provided by financing activities were $22.4 million for 2021, which was primarily due to proceeds received from the issuance of our Senior Notes having a face value of $34.5 million offset partially by payments made on our revolving credit facilities. Restricted cash balances at December 31, 2022 and December 31, 2021 were $0.9 million and consisted of funds held in escrow for potential future workers’ compensation claims. Restricted cash balances were included in other current assets on the consolidated balance sheets. Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2021 Annual Report on Form 10-K for a discussion of the Company’s cash flows for the year ended December 31, 2021 as compared to the year ended December 31, 2020. Indebtedness At December 31, 2022, we had $128.9 million of outstanding debts, or $127.2 million net of unamortized discounts and issuance costs. Our indebtedness was comprised of $61.0 million related to the financing of significant acquisitions (of which $40.0 million is related party debt), $34.5 million of Senior Notes ($32.8 million net of unamortized discounts and issuance costs), $25.0 million of outstanding borrowings under the Revolving Credit Facility, and $8.4 million of various equipment loans. Of these amounts, $75.6 million is expected to be repaid in 2023, including $20.0 million of revolver borrowings that were repaid shortly after the balance sheet date using funds from current operations and $49.6 million of acquisition financing due in 2023 (of which $40.0 million is due to a related party). The remaining amount of $53.3 million, or $51.6 net of unamortized discounts and issuance costs, is mostly comprised of the Senior Notes due in 2026. 69 Table of Contents The Company’s outstanding debt increased approximately $83.9 million in 2022 and was due primarily to the financing of the acquisitions of Ramaco Coal and Maben Coal during the year as well as revolver borrowings associated with the management of our normal operating cash position that remained outstanding at the reporting date. The acquisitions of Ramaco Coal and Maben Coal help reduce royalty expenses associated with the Company’s metallurgical operations in the Appalachian basin and complement our existing low-vol portfolio, both of which help achieve the Company’s objective of remaining among the lowest cost producers of metallurgical coal in the U.S.. In addition, the acquisition of Ramaco Coal includes potential concentrations of rare earth elements and is being used to support the Company’s possible expansion into the manufacture and commercialization of advanced carbon products and materials from coal, both of which provide additional growth opportunities in the future. The Revolving Credit Facility contains usual and customary covenants including limitations on liens, additional indebtedness, investments, restricted payments, asset sales, mergers, affiliate transactions and other customary limitations, as well as financial covenants. At December 31, 2022, we were in compliance with all debt covenants under the Revolving Credit Facility. In addition to the debts discussed above, the Company finances the payment of premiums associated with various insurance policies. The Company’s liability at December 31, 2022 was $4.6 million, which must be repaid in 2023. The Company also has various finance leases for mining equipment, which are generally for terms up to 36 months. The Company’s total liability for finance leases at December 31, 2022 was $10.9 million, which includes $6.0 million due in 2023 and $4.9 million due thereafter. Refer to Notes 7 and 8 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information on indebtedness. As discussed above, the Company repaid $20.0 million of the $25.0 million of borrowings under the Revolving Credit Facility shortly after the balance sheet date using funds from current operations. At a later date, on February 15, 2023, the Company entered into a new revolving credit agreement involving KeyBank National Association and multiple other lending parties, as discussed under Liquidity below, that resulted in additional borrowings of $20.0 million. The Company used $10.0 million of the proceeds from these borrowings to pay down more expensive related-party debt associated with the acquisition of Ramaco Coal. Revolving loans under the new facility bear interest at either the base rate plus 1.50% or the secured overnight financing rate plus 2.00%. The base rate equals the highest of the administrative agent’s prime rate, the federal funds effective rate plus 0.5%, or 3%. Liquidity As of December 31, 2022, our available liquidity was $49.1 million, comprised of $35.6 million of cash and cash equivalents and $13.5 million of availability under the Revolving Credit Facility for future borrowings. Subsequent to the date of the financial statements, on February 15, 2023, the Company entered into the Second Amended and Restated Credit and Security Agreement, which involves multiple lending parties and provides additional borrowing capacity compared to the facility utilized in 2022. The new facility, which has a maturity date of February 15, 2026, provides an initial aggregate revolving commitment of $125.0 million as well as an accordion feature of $50.0 million subject to certain terms and conditions, including lenders’ consent. The aggregate revolving commitment had a borrowing base of $66.3 million at the closing date of the new facility after consideration of collateral and reserve requirements. The remaining availability under the new facility was $41.3 million at the closing date after total outstanding borrowings of $25.0 million. The terms of the new facility include covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates. The terms of the new facility also contain a financial covenant that requires the Company to maintain a fixed charge coverage ratio of not less than 1.10:1.00 calculated as of the last day of each fiscal quarter starting with the first quarter of 2023. The new facility also contains certain 70 Table of Contents compensating balance requirements, which include that the Company maintain an average daily cash balance of $5 million, as determined on a monthly basis, to assure future credit availability. The new facility provides greater liquidity to the Company and added flexibility to pursue our strategic growth initiatives as well as withstand potential changes in macroeconomic conditions. We expect to fund our capital and liquidity requirements with cash on hand, borrowings and credit facility discussed above, and projected cash flow from operations. Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following: ● Timely delivery of our product by rail and other transportation carriers; ● Timely payment of accounts receivable by our customers; ● Cost overruns in our purchases of equipment needed to complete our mine development plans; ● Delays in completion of development of our various mines which would reduce the coal we would have available to sell and our cash flow from operations; and ● Adverse changes in the metallurgical coal markets that would reduce the expected cash flow from operations. Capital Requirements Our primary use of cash includes capital expenditures for mine development, infrastructure, and equipment. During 2022 we spent $123.0 million, over 75% of which related to ongoing growth projects, including the increase in capacity to accommodate higher production levels at the Elk Creek and Berwind mining complexes. We also used cash to acquire Ramaco Coal and Maben Coal assets in 2022, which totaled $23.6 million. The Company also capitalized interest of $1.1 million in 2022. We anticipate capital expenditures of approximately $60-80 million in 2023, which includes both maintenance capital and growth capital for development projects. The growth capital will allow the Company to continue to grow production, which encompasses starting new mines, expansion of existing mines, and upgrades to existing preparation, processing, and rail-loading facilities. As of the date of this Annual Report, management believes that current cash on hand, cash flow from operations and available liquidity under our Revolving Credit Facility will be sufficient to meet its capital expenditure and operating plans. We expect to fund any new reserve acquisitions from cash on hand, cash from operations and potential future issuances of debt or equity securities. If future cash flows were to become insufficient to meet our liquidity needs or capital requirements, due to changes in macroeconomic conditions or otherwise, we may reduce our expected level of capital expenditures for new mine production and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, new debt arrangements, or from other sources such as asset sales. Contractual Obligations The following table summarizes our significant contractual obligations at December 31, 2022: (In thousands) Minimum coal lease and royalty obligations Debt, excluding interest Insurance financing Leases Take or pay obligations Total Total 27,098 128,896 4,577 12,161 5,059 177,791 $ $ 71 Payments due by period 2 – 3 years 4 – 5 years 1 year More than 5 years $ $ 3,339 75,639 4,577 6,463 3,903 93,921 $ $ 6,698 18,757 — 5,362 1,156 31,973 $ $ $ 6,027 34,500 — 336 — $ 40,863 11,034 — — — — 11,034 Table of Contents Minimum royalties represent the contractual minimum amounts to be paid monthly, quarterly or annually for the right to access mineral properties and mine certain reserves and resources. The amounts are generally recoupable against future production royalties to be paid. Refer to the previous discussion of Indebtedness above for additional information regarding the Company’s outstanding debt, insurance financing, and finance leases. Leases payments in the table above include payments for both financing and operating leases. Take or pay obligations represent those liquidated damage obligations as determined by contract volume minimums for transportation of coal at the representative rates of transportation or a portion thereof. Additional take or pay commitments totaling $15.1 million were entered into after the balance sheet date and have been excluded from the table above. Asset retirement obligations have been excluded from the table above. Accounting for asset retirement obligations requires a number of estimates, including the amount and timing of payments to satisfy the obligation. The total liability recognized on the Company’s balance sheet for asset retirement obligations was $28.9 million at December 31, 2022. Refer to Critical Accounting Policies and Estimates below as well as Note 5 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information. Estimated payments related to worker’s compensation and occupational disease obligations have also been excluded from the table above. Refer to Critical Accounting Policies and Estimates below for additional information related to these obligations. Refer also to Note 6 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information related to accrued expenses and other long-term liabilities. Off-Balance Sheet Arrangements In the normal course of business, we are a party to certain off-balance sheet arrangements, such as bank letters of credit and performance or surety bonds. Liabilities related to these arrangements are not reflected in consolidated balance sheets, and we do not expect any material adverse effects on our financial condition, results of operations, or cash flows to result from these arrangements. We primarily use surety bonds to secure our financial obligations related to reclamation and other matters. Total surety bonds at December 31, 2022, were $25.9 million. Critical Accounting Policies and Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported for the period then ended. Coal Reserves. Our coal reserves and resources are updated on an annual basis. There are numerous uncertainties inherent in estimating quantities and values of coal reserves and resources, including many factors beyond our control. As a result, estimates of coal reserves and resources are by their nature uncertain. Information about our reserves and resources consists of estimates based on engineering, economic, and geological data assembled by third-party qualified persons. Information used to determine recoverable reserves and resources include geological conditions, historical production from the area compared with production from other producing areas, assumed effects of regulations and taxes by governmental agencies, assumptions governing future prices, and future operating costs. Each of these may in fact vary considerably from the assumptions used in estimating reserves and resources. For these reasons, estimates of economically recoverable quantities of coal attributable to a particular group of properties, and classification of these reserves and resources based on risk of recovery and estimates of future net cash flows, may vary substantially. Actual production, revenues, and expenditures with respect to reserves and resources will likely vary from estimates and these variances may be material. Variances could affect our projected future revenues and expenditures, valuation of coal reserves and resources, and amortization and depletion of mine development costs and mineral rights. 72 Table of Contents Asset Retirement Obligations. We initially recognize as a liability an asset retirement obligation, or ARO, associated with the retirement of a tangible long-lived asset in the period in which it is incurred or a reasonable estimate of fair value can be made, with an associated increase in the carrying amount of the related long-lived asset. The initially recognized asset retirement cost is amortized using the same method and useful life as the long-lived asset to which it relates. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The liability is reduced as the reclamation work is performed and the related costs are applied. Estimating the ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes adequate restoration. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, and the timing of the related cash flows. On at least an annual basis, we review our ARO liabilities and make necessary adjustments for significant increases in disturbed acreage, mining permit changes, significant mine plan revisions, and changes in cost estimates or timing of performance. To the extent future revisions are made to the ARO liability, a corresponding adjustment is made to the related asset. The $6.3 million increase in total ARO liabilities during 2022 was driven mostly by revisions to our estimate of inflation. The inflation per year assumption of 3.75% used in 2022 was higher than the assumption used in 2021 of 2.3% based on macroeconomic trends. If our assumptions differ from actual experience, or if changes in the regulatory environment occur, our actual cash expenditures and costs that we incur could be materially different than currently estimated. Occupational Disease (Pneumoconiosis) Obligations. We recognize as a liability to provide for occupational illness (pneumoconiosis) benefits to eligible employees, former employees and dependents as required by the Mine Act. The occupational illness benefit obligation represents the present value of the actuarially computed liabilities for such benefits over the employees’ applicable years of service. Estimating the future occupational disease (pneumoconiosis) benefits requires management to make estimates and judgments regarding timing and existence of a liability utilizing third-party actuaries assist in preparing what constitutes adequate liability amounts. Inherent in the calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement awards in the legal and regulatory environments. These estimates are subject to uncertainty due to a variety of factors, including extended lag times in the reporting and resolution of claims, changes in claim settlement patterns, and future cost trends. As a result, actual costs could differ significantly from the estimated amounts. Impairment of Long-lived Assets. We review our held-and-used long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which is generally at the mine level or at the mining complex level for mines that share infrastructure and/or developed access. Additional judgment may be required for development properties. Events and circumstances that may trigger a recoverability assessment include, but are not limited to, a current expectation that a long- lived asset will be disposed of significantly before the end of its previously estimated useful life, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in the physical condition of the asset(s), and an accumulation of costs significantly in excess of the amount originally expected. We generally do not view short-term declines in metallurgical coal prices as a triggering event for conducting impairment tests because of historic price volatility. In addition, a temporary idling of operations at a particular mine or complex may or may not be viewed as a triggering event depending on the remaining life of the mine, the length of time the mine is expected to be idle, and the amount of incremental costs expected to resume operations. When events or changes in circumstances occur that trigger a recoverability test, the test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying amount. If the projected undiscounted cash flows are less than the carrying amount, an impairment loss is recorded for the excess of the carrying amount over the estimated fair value of the asset or asset group, if any. 73 Table of Contents We make various assumptions, including assumptions regarding future cash flows in our assessments of long-lived assets for impairment. The assumptions about future cash flows and growth rates are based on the current and long-term business plans related to the long-lived assets. Income Taxes. We are required to estimate the amount of tax payable or refundable for the current year and the deferred income tax liabilities and assets for future consequences of events that have been reflected in our financial statements or tax returns for each tax paying jurisdiction in which we operate. This process requires management to make judgments regarding the timing and probability of the ultimate tax impact of various agreements and transactions. We initially recognize the effects of a tax position when it is more than 50% likely, based on the technical merits that the position will be sustained upon examination. Our determination of whether or not a tax position has met the recognition threshold depends on the facts, circumstances, and information available at the reporting date. We provide for deferred income taxes for temporary differences arising from differences between the financial statement and tax basis of assets and liabilities existing at each balance sheet date using enacted tax rates. A valuation allowance may be recorded to reflect the amount of future tax benefits that management believes are not likely to be realized. The assessment takes into account expectations of future taxable income or loss, available tax planning strategies and the reversal of temporary differences. The development of these expectations involves the use of estimates such as production levels, operating profitability, timing of development activities and the cost and timing of reclamation work. If actual outcomes differ from our expectations, we may record an additional valuation allowance through income tax expense in the period such determination is made. Actual income taxes could vary from the estimates and judgments above due to future changes in income tax law, significant changes in the jurisdictions in which we operate, our ability to generate sufficient future taxable income, or unpredicted results from the final determination of each year’s liability by taxing authorities. These changes could have a significant impact on our financial position. Recent Accounting Pronouncements. See Item 8 of Part II, "Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Recent Accounting Pronouncements.” Item 7A. Quantitative and Qualitative Disclosure About Market Risk In addition to the risks inherent in operations, we are exposed to financial, market, political and economic risks. The following discussion provides additional detail regarding our exposure to the risks related to changes in commodity prices, interest rates and foreign exchange rates. Commodity Price Risk. Our primary product is metallurgical coal, which is in itself a commodity. Our coal is sold under short-term fixed price contracts, term transactions utilizing index pricing or on a spot basis. As such, we are exposed to changes in the international price of metallurgical coal. We attempt to manage this risk by keeping tight control over our mining costs. Interest Rate Risk. Based on the current levels of debt and leases, we are not overly exposed to interest rate risk. Should we incur additional debt in the future or increase our cash position, the general level of interest rates will begin to take on greater importance. At that time, we will manage our exposure through a variety of financial tools designed to minimize exposure to interest rate fluctuations. Foreign Exchange Rate Risk. International sales of coal are typically denominated in U.S. dollars. As a result, we do not have direct exposure to currency valuation exchange rate fluctuations. However, because our coal is sold internationally, to the extent that the U.S. dollar strengthens against the foreign currency of a customer or potential customer, we may find our coal at a price disadvantage as compared with other non-U.S. suppliers. This could lead to our receiving lower prices or being unable to compete for that specific customer’s business. Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets. 74 Table of Contents Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 2276) Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 78 80 81 82 83 84 75 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors Ramaco Resources, Inc. Opinion on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheet of Ramaco Resources, Inc. and subsidiaries (the "Company") as of December 31, 2022, and the related consolidated statements of operations, equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in 2013 Internal Control-Integrated Framework issued by COSO. Basis for Opinion The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the Company's financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that responds to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting An entity's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being 76 Table of Contents made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Asset Retirement Obligations At December 31, 2022, the Company's asset retirement obligation ("ARO") liabilities totaled $28.9 million. As discussed in Note 2 and Note 5 to the financial statements, the Company estimates its ARO liabilities for final reclamation based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. The Company records an ARO asset associated with the discounted liability for final reclamation. The obligation and corresponding asset are recognized in the period in which the liability is incurred. As changes in estimates occur, the revisions to the obligation and asset are recognized at the appropriate credit-adjusted, risk-free rate. We identified the valuation of the asset retirement obligation as a critical audit matter because the estimate involves a high degree of subjectivity and auditing the significant assumptions utilized by management in estimating the amount of the liability requires judgment. In particular, the obligation is determined using a discounted cash flow technique and is based upon mining permit requirements and various assumptions including discount rates, inflation rate, estimates of disturbed acreage, timing of reclamation activities, and third-party reclamation costs. To audit the ARO liabilities, our procedures included, among others: ● ● ● ● We obtained an understanding of the relevant controls related to the Company's accounting for the ARO liability, including the controls over management's review of the significant assumptions and other inputs. We evaluated the methodology used, and tested the significant assumptions discussed above and the underlying data used by the Company in its estimate. We compared assumptions including the credit-adjusted risk-free rate and inflation rate to current market data. In addition, to assess the estimates of disturbed acreage, timing of reclamation activities, and reclamation costs, we evaluated significant changes from the prior estimate. We utilized an external specialist to assist in our assessment of the Company's ARO liability. As part of this effort, the specialist performed a selected observation of mine site operations, interviewed members of the Company's engineering staff, assessed the completeness of the mine reclamation estimate with respect to meeting mine closure and post closure plan regulatory requirements, and evaluated the reasonableness of the engineering estimates and assumptions. /s/ MCM CPAs & Advisors LLP We have served as the Company's auditor since 2022. Louisville, Kentucky March 14, 2023 77 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and the Board of Directors of Ramaco Resources, Inc. Lexington, Kentucky Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Ramaco Resources, Inc. (the "Company") as of December 31, 2021, the related consolidated statements of operations, equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. We served as the Company’s auditor from January 2022 through April 2022. /s/ Crowe LLP Houston, Texas March 31, 2022 78 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Ramaco Resources, Inc. Lexington, Kentucky Opinion on the Financial Statements We have audited the accompanying consolidated statements of operations, equity, and cash flows of Ramaco Resources, Inc. (the Company) for the year ended December 31, 2020 and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated results of its operations and its cash flows for the year ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Briggs & Veselka Co. We served as the Company’s auditor from 2015 to 2021. Houston, Texas February 18, 2021 79 Table of Contents Ramaco Resources, Inc. Consolidated Balance Sheets In thousands, except share and per share information Assets Current assets Cash and cash equivalents Accounts receivable Inventories Prepaid expenses and other Total current assets Property, plant and equipment, net Financing lease right-of-use assets, net Advanced coal royalties Other Total Assets Liabilities and Stockholders' Equity Liabilities Current liabilities Accounts payable Accrued expenses Asset retirement obligations Current portion of long-term debt Current portion of related party debt Current portion of financing lease obligations Insurance financing liability Total current liabilities Asset retirement obligations Long-term debt, net Long-term financing lease obligations, net Senior notes, net Deferred tax liability, net Other long-term liabilities Total liabilities Commitments and contingencies Stockholders' Equity Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding Common stock, $0.01 par value, 260,000,000 shares authorized, 44,155,735 at December 31, 2022 and 44,092,981 at December 31, 2021 shares issued and outstanding Additional paid-in capital Retained earnings Total stockholders' equity Total Liabilities and Stockholders' Equity December 31, December 31, 2022 2021 $ $ $ $ $ $ $ 35,613 41,174 44,973 25,729 147,489 429,842 12,905 3,271 2,832 596,339 34,825 41,806 29 35,639 40,000 5,969 4,577 162,845 28,856 18,757 4,917 32,830 35,637 3,299 287,141 — — 442 168,711 140,045 309,198 596,339 $ 21,891 44,453 15,791 4,626 86,761 227,077 9,128 5,576 491 329,033 15,346 19,410 489 7,674 — 3,461 280 46,660 22,060 3,339 4,599 32,363 6,406 2,532 117,959 — — 441 163,566 47,067 211,074 329,033 The accompanying notes are an integral part of these consolidated financial statements. 80 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Operations In thousands, except per-share amounts Revenue Costs and expenses Cost of sales (exclusive of items shown separately below) Asset retirement obligations accretion Depreciation, depletion, and amortization Selling, general and administrative Total costs and expenses Operating income (loss) Other income (expense), net Interest expense, net Income (loss) before tax Income tax expense (benefit) Net income (loss) Earnings (loss) per common share Basic Diluted Basic weighted average shares outstanding Diluted weighted average shares outstanding Year ended December 31, 2021 2020 2022 $ 565,688 $ 283,394 $ 168,915 332,960 1,115 41,194 40,032 415,301 150,387 2,637 (6,829) 146,195 30,153 116,042 2.63 2.60 44,164 44,702 $ $ $ $ $ $ 195,412 615 26,205 21,629 243,861 39,533 7,429 (2,556) 44,406 4,647 39,759 0.90 0.90 43,964 44,257 $ $ $ 145,503 570 20,912 21,023 188,008 (19,093) 11,926 (1,224) (8,391) (3,484) (4,907) (0.12) (0.12) 42,460 42,460 The accompanying notes are an integral part of these consolidated financial statements. 81 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Equity In thousands Balance at January 1, 2020 Restricted stock surrendered for withholding taxes payable Stock-based compensation Net loss Balance at December 31, 2020 Restricted stock surrendered for withholding taxes payable Stock-based compensation Dividends declared Net income Balance at December 31, 2021 Restricted stock surrendered for withholding taxes payable Stock options exercised Stock-based compensation Dividends declared Net income Balance at December 31, 2022 Common Stock 410 (1) 18 — 427 (1) 15 — — 441 (2) — 3 — — $ 442 $ $ Additional Paid- in Capital 154,957 (220) 4,122 — 158,859 (538) 5,245 — — 163,566 (3,181) 107 8,219 — — $ 168,711 Retained Earnings (Deficit) Total Stockholders' Equity 14,716 — — (4,907) 9,809 — — (2,501) 39,759 47,067 — — — (23,064) 116,042 140,045 $ 170,083 (221) 4,140 (4,907) 169,095 (539) 5,260 (2,501) 39,759 211,074 (3,183) 107 8,222 (23,064) 116,042 309,198 The accompanying notes are an integral part of these consolidated financial statements. 82 Table of Contents Ramaco Resources, Inc. Consolidated Statements of Cash Flows In thousands Cash flows from operating activities: Net income (loss) Adjustments to reconcile net income to net cash from operating activities: Accretion of asset retirement obligations Depreciation, depletion, and amortization Amortization of debt issuance costs Stock-based compensation Loss on disposal of equipment Other income - gain on sale of mineral rights Other income - employee retention tax credit Other income - PPP loan Deferred income taxes Changes in operating assets and liabilities: Accounts receivable Prepaid expenses and other current assets Inventories Other assets and liabilities Accounts payable Accrued expenses Net cash provided by operating activities Cash flow from investing activities: Capital expenditures Acquisition of Ramaco Coal assets Acquisition of Maben Coal assets Acquisition of Amonate assets Proceeds from sale of mineral rights Other Net cash used for investing activities Cash flows from financing activities: Proceeds from PPP Loan Proceeds from borrowings Proceeds from stock options exercised Payments of debt issuance cost Payment of dividends Repayment of borrowings Repayment of Ramaco Coal acquisition financing - related party Repayments of insurance financing Repayments of equipment finance leases Shares surrendered for withholding taxes payable Net cash (used for) provided by financing activities Net change in cash and cash equivalents and restricted cash Cash and cash equivalents and restricted cash, beginning of period Cash and cash equivalents and restricted cash, end of period Supplemental cash flow information: Cash paid for interest (net of $1,061 capitalized in 2022) Cash paid for taxes Non-cash investing and financing activities: Leased assets obtained under new financing leases Financed equipment purchases Capital expenditures included in accounts payable and accrued expenses Ramaco Coal acquisition financing Maben Coal acquisition financing Financed insurance Accrued dividends payable 2022 Years ended December 31, 2021 2020 $ 116,042 $ 39,759 $ 1,115 41,194 491 8,222 756 (2,113) — — 29,229 3,279 (14,378) (29,182) 1,127 12,727 19,361 187,870 (123,012) (11,738) (11,897) — 2,000 (1,061) (145,708) — 42,000 107 — (20,041) (26,026) (15,000) (1,290) (5,062) (3,183) (28,495) 13,667 22,806 36,473 5,997 15,500 7,888 6,409 13,404 56,551 21,000 5,587 5,524 $ $ $ $ 615 26,205 214 5,260 — — (5,407) — 4,644 (24,154) 5,519 (3,844) 1,124 (1,820) 5,225 53,340 (29,466) — — (30,147) — — (59,613) — 54,368 — (2,356) — (26,300) — (862) (1,942) (539) 22,369 16,096 6,710 22,806 1,601 9 $ $ 10,002 — 6,652 — — 280 2,501 (4,907) 570 20,912 58 4,140 — — — (8,444) (3,503) (1,043) 986 3,314 (1,270) 2,753 (254) 13,312 (24,753) — — — — — (24,753) 8,444 50,043 — — — (45,598) — (1,382) — (221) 11,286 (155) 6,865 6,710 1,095 19 — — 1,228 — — 1,588 — The accompanying notes are an integral part of these consolidated financial statements. 83 Table of Contents NOTE 1—DESCRIPTION OF BUSINESS Ramaco Resources, Inc. Notes to Consolidated Financial Statements Ramaco Resources, Inc. ("Ramaco”) is a Delaware corporation formed in October 2016. Our principal corporate offices are located in Lexington, Kentucky. We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, southwestern Virginia, and southwestern Pennsylvania. As used herein, "the Company,” "we,” "us,” "our,” and similar terms include Ramaco Resources, Inc. and its subsidiaries, unless the context indicates otherwise. Our development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek and RAM Mine. Each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic target customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers. In addition, the Company completed acquisitions of Ramaco Coal, LLC ("Ramaco Coal”) and Maben Coal, LLC ("Maben Coal”) in the second and third quarter of 2022, respectively. With the Ramaco Coal acquisition, we control mineral deposits near Sheridan, Wyoming along with facilities that house research and development activities. With the Maben Coal acquisitions, the Company has obtained control of additional coal deposits in Wyoming County and Raleigh County, West Virginia. Our operations include three deep mines and a surface mine at our Elk Creek mining complex (the "Elk Creek Complex”). Development of this complex commenced in 2016 and included construction of a preparation plant and rail load-out facilities. The Elk Creek property consists of approximately 20,200 acres of controlled mineral rights and contains approximately 16 seams that we have targeted for production. The Company commenced expansion of the Elk Creek preparation plant during 2022 to increase production in future periods. Development of our Berwind mining complex (the "Berwind Complex”) began in late-2017. In 2020, we suspended development at the Berwind Complex due to lower pricing and demand largely caused by the COVID-19 outbreak. In early-2021, as pricing and demand improved, Berwind development was restarted. We successfully reached the thicker Pocahontas No. 4 seam in late 2021. In December 2021, we completed the acquisition of "Amonate Assets” from subsidiaries of Coronado Global Resources Inc. ("Coronado”), which include controlled mineral rights and a processing plant located in our Berwind Complex, saving us transportation costs to our Knox Creek plant 26 miles away. The Berwind Complex experienced an ignition event during 2022 that resulted in idling mining operations for one of the active mines. Production from the affected mine restarted in the first quarter of 2023. Our Knox Creek facility includes a preparation plant and controlled mineral rights that we expect to develop in the future. The Knox Creek preparation plant processes coal from our Berwind Complex (until the newly acquired plant at the Berwind Complex is placed into operation) as well as coal mined from the rights acquired in the Maben Coal transaction and coal purchased from third parties. Our RAM Mine property is located in southwestern Pennsylvania and is scheduled for initial production after a mining permit is issued and market conditions warrant development. COVID-19—Uncertainty related to COVID-19 continues to linger across the world. The Company actively monitors for developments and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, suppliers, and stakeholders, or as required by federal, state, or local authorities. Russia/Ukraine Conflict--Regarding the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region, are impossible to predict, but could be significant and may have a severe adverse effect on the region. Globally, various governments have banned imports from Russia including commodities such as oil, natural gas and coal. These events have contributed to volatility in the commodity markets. This volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel 84 Table of Contents products, may have a significant effect on market prices and overall demand for our coal and the cost of supplies and equipment. We are closely monitoring the potential effects on the market. We have no meaningful direct financial exposure to Russia and Ukraine; however, the European Union ban on Russian coal has put upward pressure on international thermal coal prices. In addition, fear of economic contraction may affect future demand for coking coal. NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation—The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”) and U.S. Securities and Exchange Commission regulations. The financial statements are presented on a consolidated basis for all periods presented. All significant intercompany balances and transactions between consolidated entities have been eliminated in consolidation. Use of estimates—The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates are related to the quantity and value of coal inventories, stock-based compensation, asset retirement obligations, occupational disease obligations, evaluation of long-lived assets for impairment, and the quantities and values of coal reserves, depletion and amortization, useful lives, and income taxes. Revenue Recognition—Our primary source of revenue is from the sale of coal through contracts with steel producers usually having durations of less than one year. Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied. This occurs when control of the coal is transferred to our customers. For coal shipments to domestic customers via rail, control is generally transferred when the railcar is loaded. Control is transferred for export coal shipments to customers via ocean vessel when the vessel is loaded at the port. Our coal sales generally include up to 90-day payment terms following the transfer of control of the goods to our customer. In the case of some of our foreign customers, our contracts also require that letters of credit are posted to secure payment of any outstanding receivable. We do not include extended payment terms in our contracts. Our contracts with customers typically provide for minimum specifications or qualities of the coal we deliver. Variances from these specifications or qualities are settled by means of price adjustments. Generally, these price adjustments are settled within 30 days of delivery and are insignificant. Certain of our contracts with customers include provisions in which the price is derived from an index. If control of the goods transfers to the customer in the period before the final price is determined, revenue is recorded based on the estimated consideration to be received. The Company estimates the amount to which it expects to receive by reference to forward curve or other relevant data. These estimates have not been constrained for accounting purposes due to the short period of time over which the uncertainty is resolved. Freight Revenue and Expense—Costs incurred to transport coal to the point of sale at the port facility are included in cost of sales and the gross amounts billed to customers to cover shipping to and handling of the coal at the port are included in revenue. Cash and Cash Equivalents—We classify all highly-liquid instruments with an original maturity of three months or less as cash equivalents. Restricted cash balances at December 31, 2022 and December 31, 2021 were $0.9 million and consisted of funds held in escrow for potential future workers’ compensation claims. Restricted cash balances were included in other current assets on the consolidated balance sheets. Inventories— Coal is reported as inventory at the point in time it is extracted from the mine. Coal inventories are valued at the lower of average cost or net realizable value, with cost determined on a first-in, first-out inventory valuation method. Coal inventory costs include labor, supplies, equipment costs, freight, operating overhead, 85 Table of Contents depreciation and amortization. Coal inventory quantities are adjusted periodically based on aerial surveys of coal stockpiles. Supply inventories are valued at average cost. Coal inventories at December 31, 2022, were made up of $22.4 million of raw coal, $18.2 million of saleable coal, and $4.4 million of supplies. Coal inventories at December 31, 2021, were made up of $12.5 million of saleable coal, $2.6 million of supplies, and $0.7 million of raw coal. Property, Plant and Equipment—Property, plant and equipment is recorded at cost. Expenditures which extend the useful lives of existing plant and equipment are capitalized. Planned major maintenance costs which do not extend the useful lives of existing plant and equipment are expensed as incurred. When assets are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized in the consolidated statements of operations. Coal exploration costs are expensed as incurred. Coal exploration costs include those incurred to ascertain existence, location, extent or quality of ore or minerals before beginning the development stage of the mine. Mining property and mineral rights costs represent the costs incurred to acquire the rights to access and mine certain coal property either through deeds, leases, or other conveyance agreements. These costs include costs of acquiring, and accessing mineral reserves, resources and surface areas for mining activities. Mine development begins when the facts and circumstances clearly establish the presence of a commercial mineralized deposit. Capitalized mine development costs represent the costs incurred to prepare mine sites and/or seams of coal for future mining. These costs include costs of acquiring, permitting, planning, research, and developing access to identified mineral reserves and other preparations for commercial production as necessary to develop and permit the properties for mining activities. When components of capitalized mine development costs are replaced with new components, the Company capitalizes the replacement as a separate component and charges off the net book value of the component that was replaced at the cease-use date. If it is determined that an undeveloped mineral interest cannot be economically converted into proven and probable reserves, capitalized costs are assessed for impairment and future development costs are expensed as incurred. Operating expenditures including certain professional fees and overhead costs are not capitalized but are expensed as incurred. Mineral rights and capitalized mine development costs are depleted and amortized on a units-of-production basis as mining of that mine’s assigned reserves takes place. Depreciation of plant and equipment is calculated on the straight-line method over their estimated useful lives ranging from three to thirty years. Advanced Coal Royalties—In most cases, we acquire the right to mine coal reserves under leases which call for the payment of royalties on coal as it is mined and sold. In many cases, these mineral leases require the payment of advance or minimum coal royalties to lessors that are recoupable against future production royalties. These advance payments are deferred and charged to operations as the coal reserves are mined. Impairment of Long-lived Assets—We review and evaluate held-and-used long-lived assets, including property, plant and equipment and mine development costs, for impairment when events or changes in circumstances indicate that the asset or asset group’s carrying value may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated undiscounted future cash flows, an impairment loss is recorded for the excess of the carrying amount over the estimated fair value, if any. We may, under limited circumstances, idle mining operations in response to certain events or conditions. Because an idling is not a permanent closure, it is not considered an automatic indicator of impairment. Asset Retirement Obligations—Legal obligations associated with the retirement of long-lived assets are initially recognized at their estimated fair value, with a corresponding charge to capitalized development costs, at the time they are incurred. Our asset retirement obligations primarily consist of spending estimates related to reclaiming metallurgical coal land and support facilities in accordance with federal and state reclamation laws as defined by each mining permit. Spending estimates are adjusted for inflation and then discounted at the credit-adjusted, risk- free rate. We record the fair 86 Table of Contents value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period and the capitalized cost is amortized using the units-of- production method over estimated recoverable reserves upon commencement of mining. We review our asset retirement obligations on at least an annual basis for significant changes in the estimated timing or amount of cash flows. Occupational Disease (Pneumoconiosis) Obligations. We recognize as a liability to provide for occupational disease (pneumoconiosis) benefits to eligible employees, former employees and dependents as required by the Federal Mine Safety and Health Act of 1969, as amended. The occupational disease benefit obligation represents the present value of the actuarially computed liabilities for such benefits over the employees’ applicable years of service. Estimating our occupational disease (pneumoconiosis) benefits obligation requires management to make estimates and judgments regarding timing and existence of a liability utilizing third-party actuaries to assist in preparing what constitutes adequate liability amounts. Inherent in the calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement awards in the legal and regulatory environments. Adjustments to estimated liabilities due to changes in actuarial assumptions are recorded immediately in earnings in the period in which the change in estimate occurs. Other Income—We accounted for the SBA Paycheck Protection Program Loan ("PPP Loan”) as an in-substance government grant because we expected to meet the PPP Loan forgiveness eligibility criteria and concluded that the loan represents, in substance, a grant that is expected to be forgiven. Proceeds from the PPP Loan were initially recognized as a deferred income liability. Subsequently, we reduced this liability and recognized income on a systematic basis over the period in which the related costs for which the PPP Loan was intended were incurred. PPP Loan income is presented as other income within the consolidated statements of operations for 2020. In addition, we recognized $5.4 million associated with the Coronavirus Aid, Relief and Economic Security Act Employee Retention Tax Credit as other income within the consolidated statements of operations for 2021. Leases—We determine if an arrangement is or contains a lease at contract inception, and lease classification is determined at the commencement date. Leases are recognized on the balance sheet as right-of-use ("ROU”) assets and lease liabilities except for leases with a term of 12 months or less. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at commencement date based on the present value of the fixed lease payments over the lease term. The Company does not separate lease and non-lease components for all leases as permitted under the accounting guidance for leases. As most of our leases do not contain a readily determinable implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating and finance lease ROU assets also include lease prepayments made by the Company and are reduced by any lease incentives received by the Company prior to commencement. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, lease expense is recorded in the income statement based on a straight-line recognition of the total fixed payments over the lease term. For finance leases, accretion of the liability is recognized as interest expense and the ROU asset is amortized separately on a straight-line basis similar to the depreciation of equipment owned by the Company. Leases of mineral reserves and the related land leases are exempted under U.S. GAAP from recognition on the consolidated balance sheets. Fair Value Measurements— Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are recognized or disclosed at fair value are categorized in the fair value hierarchy based on the observability of the inputs utilized in the valuation. The levels of the hierarchy include: Level 1 - inputs are quoted prices in active markets for the identical assets or liabilities; Level 2 - inputs are other than quoted prices included in Level 1 that are directly or 87 Table of Contents indirectly observable through market-corroborated inputs; and Level 3 - inputs are unobservable, or observable but cannot be market- corroborated, requiring us to make assumptions about pricing by market participants. The fair values of cash and cash equivalents, accounts receivable, restricted cash, and accounts payable approximate their carrying amounts at each reporting date. The Company’s Senior Notes have an estimated fair value of $36 million and $38 million at December 31, 2022 and 2021, respectively. The fair values of the Company’s Senior Notes were based on observable market prices and were considered a Level 2 measurement at December 31, 2022 and a Level 1 measurement at December 31, 2021 based on trading volumes. The difference between the fair value and carrying amount of the Company’s remaining debts is not material due to the similarity between the terms of the debt agreements and prevailing market terms available to the Company. Nonrecurring fair value measurements of the Company include asset retirement obligations and estimated values used to allocate the acquisition cost of long-lived assets to individual assets, neither of which are subject to the fair value disclosure requirements. The fair value of asset retirement obligations is determined as the present value of estimated cash flows related to reclamation obligations, which is likely a Level 3 measurement due the use of unobservable inputs such as estimates regarding the amount and timing of costs to be incurred, the Company’s credit-adjusted discount rate, and inflation rates. The consideration for the Company’s acquisitions was allocated based on the relative fair values of the assets acquired, the primary asset of which was mineral rights. The fair values of mineral rights were determined based on Level 3 inputs, which are generally unobservable, requiring the Company to make assumptions about future coal prices, capital expenditures, future coal production, costs of production, and an appropriate rate at which to discount the future cash flows. Income Taxes—Income tax expense (benefit) includes Federal and state income taxes. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. We account for deferred income taxes by applying statutory tax rates in effect at the reporting date of the balance sheet. A valuation allowance is established if it is more likely than not that the related tax benefits will not be realized. In determining the appropriate valuation allowance, we consider the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences. Uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We had no uncertain tax positions requiring liability recognition as of December 31, 2022 and 2021. We file income tax returns in the U.S. and in various state and local jurisdictions which may be routinely examined by tax authorities. The statute of limitations is currently open for all tax returns filed. Segment Reporting—Our properties located in West Virginia, Virginia and Pennsylvania each consist of mineral reserves for production of metallurgical coal from both underground and surface mines. These operations are within the Appalachian basin. Geology, coal transportation routes to customers, regulatory environments and coal quality or type are characteristic to a basin. For financial reporting purposes, these operations represent a single segment because each possesses similar production methods, distribution methods, and customer quality and consumption characteristics, resulting in similar long-term expected financial performance. The Ramaco Coal acquisition in 2022, as discussed in greater detail in Note 4, provides the Company with royalty savings and controlled mineral rights as well as a research and pilot facility located near Sheridan, Wyoming related to the Company’s possible expansion into the manufacturing and commercialization of advanced carbon products and materials from coal. The Wyoming property includes a thermal coal deposit and permit and is currently undergoing mineral analysis and core drilling to assess potential concentrations of rare earth elements. The Company refers to this potentially new business line as "CORE” (Carbon Ore-Rare Earth), signifying its focus on carbon ore and rare earth elements. 88 Table of Contents CORE represents a separate operating segment and has economic and geographic differences compared to the Company’s metallurgical operations in the Appalachian basin; however, CORE does not meet the significance tests for separate disclosure as a reportable segment at this time. In addition, reconciling items of the metallurgical coal segment to the Company’s consolidated results are not yet material. The chief operating decision maker does not regularly review segment asset information for the purpose of assessing performance and making resource allocation decisions. Stock-Based Compensation—Compensation cost for equity awards is based on the grant-date fair value of the award and is recognized over the requisite service period. Forfeitures are recognized as they occur. The fair values of restricted stock and restricted stock unit awards having only a service condition were determined using the publicly- traded price of our common stock on the grant date. The fair value of performance stock units, which vest based on the achievement of relative total shareholder return goals, was determined on the date of grant based on a Monte Carlo simulation. The fair value of stock option awards was calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term, expected volatility, risk-free interest rate, dividend rate and service period. Concentrations—Our operations are all related to metallurgical coal within the mining industry. A reduction in metallurgical coal prices or other disturbances in the metallurgical coal markets could have an adverse effect on our operations. In 2022, 2021, and 2020, approximately 58%, 51%, and 71%, respectively, of our revenue was derived from coal shipments to customers in North American markets. Financial instruments that potentially subject us to a significant concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We monitor the credit ratings and concentration of risk with these financial institutions on a continuing basis to safeguard cash deposits. We have a limited number of customers. Contracts with these customers provide for billings principally upon shipment and compliance with payment terms is monitored on an ongoing basis. Outstanding receivables beyond payment terms are promptly investigated and discussed with the specific customer. We estimate an allowance for doubtful accounts by taking into consideration the age of past due accounts and an assessment of our customers’ ability to pay. An allowance for doubtful accounts was not necessary as of December 31, 2022 and 2021. During 2022, sales to two customers accounted for approximately 38% of total revenue. The total balance due from these customers at December 31, 2022 was approximately 32% of total accounts receivable. During 2021, sales to three customers accounted for approximately 58% of total revenue. The total balance due from these customers at December 31, 2021 was approximately 58% of total accounts receivable. During 2020, sales to three customers accounted for approximately 70% of total revenue. The number of customers comprising the concentrations above is based on a threshold of 10% or more of total revenues and related receivables. Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, which replaces the existing incurred loss impairment model with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We adopted this standard effective January 1, 2020. The adoption of this ASU did not have a material impact on our consolidated financial statements because we do not have a history of credit losses on our financial instruments and have no material expected losses. In August 2018, the FASB issued ASU 2018-15, Internal-Use Software, which addresses the accounting for implementation costs associated with a hosted service. The standard provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the 89 Table of Contents hosting arrangement. We adopted this standard as of January 1, 2020, on a prospective basis. The adoption of this ASU did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard was effective for us in the first quarter of 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which became effective immediately. The amendments in ASU 2020-04 provide optional relief regarding the accounting effects of reference rate reform, including various types of contract modifications (e.g., debt) as well as hedging relationships. Overall, the guidance permits financial reporting that generally reflects the intended continuation of contracts that reference rates, such as the London Interbank Offered Rate ("LIBOR”), that are expected to be discontinued as a result of reference rate reform initiatives. In December 2022, the FASB issued ASU 2022-06, which defers the sunset date of ASC 848 from December 31, 2022 to December 31, 2024. The Company had previously entered into a term loan that referenced LIBOR; however, this debt was repaid in the fourth quarter of 2022 and, therefore, a contract amendment to replace LIBOR is not required. The Company is unaware of any additional references to rates that will be discontinued under reform initiatives. NOTE 3—PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: (In thousands) Plant and equipment Mining property and mineral rights Construction in process Capitalized mine development costs Less: accumulated depreciation and amortization Total property, plant and equipment, net December 31, 2022 232,885 120,760 34,698 153,436 (111,937) 429,842 $ $ 2021 167,019 26,064 9,972 104,291 (80,269) 227,077 $ $ Capitalized amounts related to coal reserves at properties where we are not currently engaged in mining operations totaled $33.4 million as of December 31, 2022 and $25.1 million as of December 31, 2021. In addition to the amounts discussed above, on July 10, 2022, the Company experienced a methane ignition at the Berwind No. 1 mine, which was one of the active mines at our Berwind mining complex. The other mines resumed production while the Berwind No. 1 mine was idled until a full investigation could be conducted. There were no personnel in the mine at the time of the incident and no injuries or fatalities occurred. The overall impact to pre-tax earnings in 2022 was immaterial except for idle mine costs of $9.5 million recognized during the year. Production from the Berwind No. 1 mine restarted in the first quarter of 2023. Mining property and mineral rights are made up primarily of significant asset acquisitions that occurred in 2022 and 2021. Refer to Note 4 for more information. 90 Table of Contents Depreciation, depletion, and amortization included: (In thousands) Depreciation of plant and equipment Amortization of right of use assets (finance leases) Amortization and depletion of capitalized mine development costs and mineral rights Total depreciation, depletion, and amortization NOTE 4—ACQUISITIONS Ramaco Coal 2022 Year ended December 31, 2021 2020 $ $ 24,132 4,846 12,216 41,194 $ $ 17,945 1,109 7,151 26,205 $ $ 17,094 — 3,818 20,912 On April 29, 2022, the acquisition of Ramaco Coal, an entity owned by an investment fund managed by Yorktown Partners and certain members of the Company's management, was completed pursuant to a Purchase and Sale Agreement, dated February 23, 2022. The purchase price was approximately $65 million, consisting of an initial payment of $10 million paid at closing and a deferred purchase price of $55 million to be paid during the remainder of 2022 in $5 million ratable quarterly installments, and $10 million ratable quarterly installments to be paid in 2023 plus interest at a rate of 9%. Ramaco Coal controls certain coal mineral interests of principally metallurgical coal properties which are owned in fee or leased under long-term leases that are, in turn, leased or subleased to the Company and various third parties. Such lessees pay a royalty based on the amount of metallurgical coal mined and the realized price per ton. Ramaco Coal also controls a large thermal coal deposit and permit near Sheridan, Wyoming covering approximately 16 thousand acres, including a research and development facility and associated equipment and has a goal of converting coal to carbon products, such as graphene, graphite and carbon fiber. Concurrent with this acquisition, the Company and Ramaco Coal each sold certain mineral rights located in West Virginia (the "Split Ridge Arrangement”). To compensate for the sale of these rights, we received an overriding royalty arrangement which included $2 million up front and $125 thousand quarterly minimum royalty payment beginning in January 2024 until December 2028. The fair value of this arrangement was $3.7 million, of which, $1.6 million was treated as an allocation of the fair value of this disposed component of Ramaco Coal and, separately, a $2.1 million gain on the sale of the Company’s mineral rights included in Other income (expense), net on the 2022 Consolidated Statement of Operations. The acquisition of Ramaco Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to metallurgical coal deposits. The consideration paid in connection with the acquisition of Ramaco Coal, including $1.6 million in closing costs, relinquishment of $1.6 million of prepaid royalties and $0.1 million paid to a mineral owner as part of the acquisition, was approximately $68.3 million and was allocated based on fair values to mining property and mineral rights ($65.1 million), buildings ($2.6 million) and equipment ($0.6 million). Refer to Note 7 for a description of the acquisition financing. Maben Coal On September 23, 2022, the Company completed the acquisition of 100% of the equity interests of Maben Coal, LLC ("Maben Coal”) pursuant to the Securities Purchase Agreement dated August 8, 2022, with Appleton Coal, LLC. The purchase price was approximately $30.0 million, consisting of an initial payment of $9.0 million and proceeds from a new two-year loan in the amount of $21.0 million. The Company also paid approximately $1.7 million of transaction costs and recognized liabilities of $1.3 million on the closing date, primarily related to $1.2 million of cash bond replacement obligations incurred by the Company as part of the transaction. In October 2022, the Company paid 91 Table of Contents off the $1.2 million cash bond replacement obligation to Appleton Coal, LLC, which has been included in the investing activities section of the statement of cash flows. We acquired a large coal deposit on approximately 28 thousand leased acres located in Wyoming County and Raleigh County, West Virginia. We assumed existing mining permits issued by the West Virginia Department of Environmental Protection, which authorize mining by both surface and highwall mining methods as well as by underground methods. The property also has issued permits covering an existing haul road, as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date. The acquisition of Maben Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to leased metallurgical coal deposits. The total consideration of approximately $33.0 million was allocated to mining property and mineral rights ($30.6 million), capitalized mine development costs ($1.0 million), receivable for the right to recover cash bond replacement payments made by the Company as discussed above ($1.2 million), and recoupable royalties ($0.2 million). Refer to Note 7 for information regarding the acquisition financing. Amonate Assets In December 2021, we acquired what are referred to as the "Amonate Assets” from Coronado, pursuant to an asset purchase agreement. The acquisition, for a total cash consideration of $30 million, included a mine complex located in McDowell County, West Virginia and Tazewell County, Virginia adjacent and contiguous to the Company’s existing Berwind Complex. The acquisition primarily consists of high quality, low and mid-vol metallurgical coal reserves and resources, much of which will be mined from the Company’s Berwind Complex. Also purchased were several additional permitted mines and a currently idled 1.3-million-ton per annum capacity coal preparation plant. NOTE 5—ASSET RETIREMENT OBLIGATIONS We estimate asset retirement obligations ("ARO”) for final reclamation based upon detailed engineering calculations of the amount and timing of the future cash spending for a third-party to perform the required work. Amounts recorded related to asset retirement obligations were as follows: (In thousands) Balance at beginning of year Additional asset retirement obligations acquired/incurred Expenditures made Accretion expense Revisions to estimates Balance at end of year December 31, 2022 22,549 1,440 — 1,115 3,781 28,885 $ $ 2021 15,156 6,919 (62) 615 (79) 22,549 $ $ NOTE 6—ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES Accrued expenses at December 31, 2022 consisted of accrued compensation and related benefits of $14.3 million, accrued purchases of $11.5 million, and various other liabilities. Accrued expenses at December 31, 2021 consisted of accrued compensation and related benefits of $5.6 million, accrued purchases of $2.8 million, and various other liabilities. The Company sponsors a defined contribution plan to assist eligible employees in providing for their future retirement needs. The Company’s contributions to the plan totaled $2.3 million, $1.2 million, and $0.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. Other long-term liabilities were comprised primarily of worker’s compensation and occupational disease obligations discussed below. 92 Table of Contents Workers’ Compensation and Occupational Disease Obligations We are self-insured for certain losses relating to workers’ compensation claims and occupational disease obligations under the Federal Mine Safety and Health Act of 1969, as amended. We purchase insurance coverage to reduce our exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using current and historical claims experience and certain actuarial assumptions. The occupational disease benefit obligation represents the present value of the actuarially computed liabilities for such benefits over the employees’ applicable years of service. The occupational disease benefit liability was calculated using a discount rate of 5.60% and 3.26% at December 31, 2022 and 2021, respectively. As of December 31, 2022, the estimated aggregate liability for uninsured claims totaled $3.6 million, including $1.5 million of occupational disease obligations. Of the aggregate liability, $2.7 million was included in other long-term liabilities within the consolidated balance sheets. As of December 31, 2021, the estimated aggregate liability for uninsured claims totaled $3.9 million, including $1.4 million of occupational disease obligations. Of the aggregate liability, $2.4 million was included in other long-term liabilities within the consolidated balance sheets. NOTE 7—DEBT Our outstanding debt consisted of the following: (In thousands) Term loan Revolving Credit Facility Equipment loans Senior Notes, net Financing of Ramaco Coal acquisition - Related party debt Financing of Maben Coal acquisition Total debt Current portion of long-term debt Long-term debt, net December 31, 2022 2021 — $ 25,000 8,396 32,830 40,000 21,000 127,226 75,639 51,587 $ $ 3,334 — 7,679 32,363 — — 43,376 7,674 35,702 $ $ $ Revolving Credit Facility and Term Loan—On November 2, 2018, we entered into a Credit and Security Agreement (as amended or amended and restated) with KeyBank National Association ("KeyBank”), as the administrative agent, and other lenders party thereto. The Credit Agreement was amended on February 20, 2020 and March 19, 2021. On October 29, 2021, we entered into the Amendment and Restatement with KeyBank. Prior to the Amendment and Restatement, the Credit Agreement consisted of the $10.0 million Term Loan and up to $30.0 million revolving line of credit, including $3.0 million letter of credit availability. The Amendment and Restatement increased the overall availability under the revolving credit line to $40.0 million and extended the maturity date to December 31, 2024. All personal property assets, including, but not limited to accounts receivable, coal inventory and certain mining equipment are pledged to secure the Revolving Credit Facility. On April 29, 2022, we entered into the First Amendment to the Amended and Restated Credit and Security Agreement with KeyBank to allow for the Ramaco Coal acquisition. On September 23, 2022, we entered into a Second Amendment to the Amended and Restated Credit and Security Agreement with KeyBank to allow for the Maben Coal acquisition. The Revolving Credit Facility has a maturity date of December 31, 2024 and bears interest based on the Secured Overnight Financing Rate ("SOFR”) + 2.0% or Base Rate + 1.5%. "Base Rate” is the highest of (i) KeyBank’s prime rate, (ii) Federal Funds Effective Rate + 0.5%, or (iii) SOFR + 2.0%. Advances under the Revolving Credit Facility are made initially as Base Rate loans but may be converted to SOFR rate loans at certain times at our discretion. At December 31, 2021, the borrowing base was $38.5 million and there were $25.0 million of borrowings outstanding under the facility, leaving $13.5 million of remaining availability. 93 Table of Contents The Term Loan is secured under a Master Security Agreement with a pledge of certain underground and surface mining equipment, bears interest at LIBOR + 5.15% and is required to be repaid in monthly installments of $278 thousand including accrued interest. The term loan was repaid in full as of December 31, 2022. The Credit Agreement contains usual and customary covenants including limitations on liens, additional indebtedness, investments, restricted payments, asset sales, mergers, affiliate transactions and other customary limitations, as well as financial covenants. At December 31, 2022, we were in compliance with all financial covenants under the Credit Agreement. Key Equipment Finance Loan—On April 16, 2020, we entered into an equipment loan with Key Equipment Finance, a division of KeyBank, as lender, in the principal amount of approximately $4.7 million for the financing of existing underground and surface equipment (the "Equipment Loan”). The Equipment Loan bears interest at 7.45% per annum and is payable in 36 monthly installments of $147 thousand. There is a 3% premium for prepayment of the note within the first 12 months. This premium declines by 1% during each successive 12-month period. The outstanding principal balance was $0.6 million at December 31, 2022. J. H. Fletcher & Co. Loan—On July 23, 2021 and November 24, 2021, we entered into equipment loans with J. H. Fletcher & Co., as lender, in the principal amount of approximately $0.9 million and $3.9 million, respectively, for the financing of underground equipment (the "Fletcher Equipment Loan”). The Fletcher Equipment Loan bears interest at 0% per annum and is payable in 24 monthly installments totaling $200 thousand. In the third quarter of 2022, we obtained additional equipment loans of $4.4 million. The 2022 loans bear no interest and are payable in 24 monthly installments of $195 thousand. The total outstanding principal balance of the Fletcher Equipment Loans was $6.1 million at December 31, 2022. Komatsu Financial Limited Partnership Loan—On August 16, 2021, we entered into an equipment loan with Komatsu Financial Limited Partnership, as lender, in the principal amount of approximately $1.0 million for the financing of surface equipment (the "Komatsu Equipment Loan”). The Komatsu Equipment Loan bears interest at 4.6% per annum and is payable in 36 monthly installments of $36 thousand for the first six months and then at $28 thousand until maturity. The outstanding principal balance of the Komatsu Equipment Loan was $0.5 million at December 31, 2022. Brandeis Machinery & Supply Company—On January 11, 2022, we entered into equipment loans with Brandeis Machinery & Supply Company, as lender, in the principal amount of $1.4 million for the financing of surface equipment (the "Brandeis Equipment Loans”). The Brandeis Equipment Loans bear interest at 4.8% per annum and are payable in 48 monthly installments. Additional equipment loans of $0.6 million were entered into during October 2022. The outstanding principal balance of the Brandeis Equipment Loans was $1.2 million at December 31, 2022. 9.00% Senior Unsecured Notes due 2026—On July 13, 2021, we completed an offering of $34.5 million, in the aggregate, of the Company’s 9.00% Senior Unsecured Notes due 2026 (the "Senior Notes”), less $2.4 million for issuance costs. The Senior Notes mature on July 30, 2026, unless redeemed prior to maturity. The Senior Notes bear interest at a rate of 9.00% per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on July 30, 2021. We may redeem the Senior Notes in whole or in part, at our option, at any time on or after July 30, 2023, or upon certain change of control events, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption. Issuance costs for the Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaling $2.4 million. These issuance costs are reported as a debt discount which is being amortized over the Senior Notes term using an effective rate method. The outstanding principal remains at $34.5 million; however, the balance of the Senior Notes reported at December 31, 2022 was $32.8 million, which is net of unamortized discounts and issuance costs of $1.7 million. The effective interest rate is approximately 10.45%. Ramaco Coal Deferred Purchase Price—On April 29, 2022, we acquired the assets of Ramaco Coal (see Note 4) and entered into an agreement whereby an investment fund managed by Yorktown Partners, as lender, provided financing for the acquisition in the principal amount of $55.0 (the "Ramaco Coal Loan”). The Ramaco Coal Loan bears interest at 9% per annum and is payable in seven quarterly installments of $5 million for each remaining quarter in 2022 94 Table of Contents and $10 million for each quarter in 2023 until maturity. The outstanding principal balance of the Ramaco Coal Loan was $40.0 million at December 31, 2022 and is secured by the membership interests of Ramaco Coal, LLC. In the event we make an initial public offering of the equity interests of all or substantially all of the acquired assets of Ramaco Coal, the seller shall have the option to convert up to fifty percent (50%) of the then outstanding principal balance, not to exceed $30 million, into a proportionate equity ownership in such initial public offering. Financing of Maben Coal Acquisition – On September 23, 2022, we acquired 100% of the equity interests of Maben Coal, LLC (see Note 4) and entered into a secured loan with Investec Bank PLC in the amount of $21.0 million to pay a portion of the purchase price. The loan bears interest at the applicable secured overnight financing rate ("SOFR”) plus a margin of 3.0% payable in cash, compounded monthly. Beginning in January 2023, the Company must start making monthly repayments of the outstanding principal in the amount of $800 thousand per month until the maturity date of September 23, 2024. The outstanding principal balance was $21.0 million at December 31, 2022. The loan contains certain financial covenants, including minimum cash balance, leverage ratio, and interest coverage ratio requirements. At December 31, 2022, we were in compliance with the financial covenants related to the loan. Current portion of long-term debt – The current portion of the Company’s outstanding debt was made up of $20.0 million under the Revolving Credit Facility, which was paid shortly after the balance sheet date, as well as $6.0 million of equipment loans, $40.0 million of related party debt associated with the Ramaco Coal acquisition, and $9.6 million of financing associated with the Maben Coal acquisition. SBA Paycheck Protection Program Loan— On April 20, 2020, we received proceeds from the PPP Loan in the amount of $8.4 million from KeyBank, as lender, pursuant to the PPP of the CARES Act. The purpose of the PPP is to encourage the continued employment of workers. We used all of the PPP Loan proceeds for eligible payroll expenses, lease, interest and utility payments. We recognized $8.4 million of other income during 2020 for the anticipated full forgiveness of Paycheck Protection Program loan we received. On July 29, 2021, we were notified by KeyBank that full forgiveness had been approved by the SBA. There were no amounts outstanding as of December 31, 2022 and 2021. Insurance financing—In the fourth quarter of 2022, the Company financed premium payments of $5.6 million associated with various insurance policies, which must be repaid to a third-party finance company in monthly installments over a one-year term. The outstanding debt balance was $4.6 million at December 31, 2022, which is not reflected in the tables above or below. The total unamortized asset balance associated with upfront payments of insurance premiums to insurance carriers was $5.1 million at December 31, 2022, and was included in Prepaid expenses and other on the Consolidated Balance Sheet. Maturities of our debt, which include $1.7 million of discounts and issuance costs to be accreted over future periods, are as follows: (In thousands) Years ending December 31: 2023 2024 2025 2026 2027 Total debt 95 $ $ 75,639 18,406 351 34,500 — 128,896 Table of Contents NOTE 8—LEASES The Company has various finance leases for mining equipment, which are generally for terms up to 36 months and expire through 2025. In addition, we have one operating lease for office space with a term of approximately five years that runs through 2027. Amortization of right of use assets associated with finance leases was $4.8 million, $1.1 million, and $0.0 million in 2022, 2021, and 2020, respectively, as discussed in Note 3. Interest expense recognized for financing lease liabilities was $0.4 million, $0.1 million, and $0.0 million in 2022, 2021, and 2020, respectively. Operating lease expense was $0.2 million in 2022 and $0.1 million per year in 2021 and 2020. Right-of-use assets and lease liabilities are determined as the present value of the lease payments, discounted using either the implicit interest rate in the lease or our estimated incremental borrowing rate based on similar terms, payments and the economic environment where the leased asset is located. Below is a summary of our leases: (In thousands) Classification December 31, 2022 December 31, 2021 Right-of-use assets Financing Operating Total right-of-use assets Current lease liabilities Financing Operating Non-current lease liabilities Financing Operating Total lease liabilities Financing lease right-of-use assets, net Other assets Current portion of financing lease obligations Accrued expenses Long-term portion of financing lease obligations Other long-term liabilities Minimum lease payments for our lease obligations are as follows: $ $ $ $ $ 12,905 694 13,599 5,969 122 4,917 585 11,593 (In thousands) Future minimum lease payments: 2023 2024 2025 2026 2027 Total undiscounted lease payments Less: Amounts representing interest Present value of lease obligations Weighted average remaining term (years) Weighted average discount rate Financing December 31, 2022 Operating $ $ $ $ 6,302 4,005 1,032 — — 11,339 (453) 10,886 2.0 4.2% 161 161 164 168 168 822 (115) 707 5.0 6.0% $ $ $ $ $ $ $ 9,128 25 9,153 3,461 25 4,599 — 8,085 6,463 4,166 1,196 168 168 12,161 (568) 11,593 Total Coal Leases and Associated Royalty Commitments—Leases of mineral reserves and related land leases are exempt from the lease accounting requirements addressed above. Refer to Note 10 for information regarding coal leases and associated royalty commitments. 96 Table of Contents NOTE 9—EQUITY We are authorized to issue up to a total of 260,000,000 shares of common stock and 50,000,000 shares of preferred stock, each having a par value of $0.01 per share. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and to receive ratably in proportion to the shares of common stock held by them any dividends declared from time to time by the board of directors. Our common stock has no preferences or rights of conversion, exchange, pre-exemption or other subscription rights. The Company routinely allows employees to surrender common stock to pay estimated taxes upon the vesting or exercise of stock- based compensation awards. The value of common stock tendered by employees is determined based on the price of the Company’s common stock at the time of relinquishment. There were no other repurchases of common shares. Stock-Based Compensation Awards Our Long-Term Incentive Plan ("LTIP”) is currently authorized by shareholders for the issuance of awards of up to approximately 10.9 million shares of common stock. As of December 31, 2022, there were approximately 5.4 million shares of common stock available for grant under the LTIP, which includes 4.0 million authorized shares that became effective on February 23, 2022. Additionally, granted but unvested shares are forfeited upon termination of employment, unless an employee enters into another written arrangement, and may not be sold, assigned, transferred, pledged or otherwise encumbered. As of December 31, 2022, we had four types of stock-based awards outstanding: stock options, restricted stock, restricted stock units, and performance stock units. Stock-based compensation expense for all stock-based awards totaled $8.2 million in 2022, $5.3 million in 2021, and $4.1 million in 2020. Options—We granted options for the purchase of a total of 937,424 shares of our common stock for $5.34 per share to two executives on August 31, 2016. The options have a ten-year term from the grant date and are fully vested. During the third quarter of 2022, 20,000 options with an intrinsic value of $0.124 million were exercised, leaving a balance of 917,424 options. The remaining options are outstanding and unexercised and were in-the-money at December 31, 2022 with an intrinsic value of $3.2 million. No compensation expense was recognized for these awards in 2022, 2021, or 2020 as the awards became fully vested in previous years. 97 Table of Contents The following table summarizes the remaining stock-based awards outstanding, as well as activity for the periods: Restricted Stock Weighted Average Grant Date Fair Value Shares Restricted Stock Units Weighted Shares Average Grant Date Fair Value Performance Stock Units Weighted Shares Average Grant Date Fair Value 2,845,525 1,592,659 (567,135) (129,279) 3,741,770 $ 214,363 (809,539) (637) 4.28 4.37 6.55 4.11 3.98 14.59 6.57 15.65 — — — — — $ 248,706 (82,903) — — — — — — 15.65 15.65 — — — — — — $ 248,706 — — 3,145,957 $ 4.04 165,803 $ 15.65 248,706 $ — — — — — 22.21 — — 22.21 Outstanding at December 31, 2020 Granted Vested Forfeited Outstanding at December 31, 2021 Granted Vested Forfeited Outstanding at December 31, 2022 The total fair value of awards vested was $11.0 million during 2022, $5.1 million during 2021, and $1.5 million during 2020. Restricted Stock—We grant shares of restricted stock to certain senior executives, key employees and directors. These shares vest over approximately one to three and a half years from the date of grant. During the vesting period, the participants have voting rights and may receive dividends. Upon vesting, the restricted stock becomes unrestricted common shares. The fair value of the restricted stock on the date of the grant during 2022, which averaged $14.59 per share, is amortized ratably over the service period. At December 31, 2022, there was $5.0 million of total unrecognized compensation cost related to unvested restricted stock to be recognized over a weighted-average period of 0.8 years. The fair value of restricted stock awards that vested during 2022 was $10.3 million. The fair value of the outstanding restricted stock awards was $27.7 million based on the year-end 2022 closing stock price. In December 2019, we entered into modification agreements with 14 executives and employees holding 1.4 million shares of unvested restricted stock whereby the vesting periods for these share grants was extended an additional six months. In exchange for the modification, we made an additional restricted stock grant to each of these executives and employees. In all, we granted 22,000 additional restricted shares in the modification. Incremental compensation costs associated with these modifications totaled $0.8 million and was recognized during 2020. Restricted Stock Units—We grant shares of restricted stock units to certain senior executives and key employees. These share units vest ratably over approximately three years from the date of grant. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit. The 248,706 restricted stock units granted during 2022 are linked to the Company’s common stock value which was fair valued on the date of grant at $15.65 per share and is recognized ratably over the service period. At December 31, 2022, there was $2.7 million of total unrecognized compensation cost related to unvested restricted stock units to be recognized over the next two years. The fair value of restricted stock unit awards that vested during 2022 was $0.7 million. The fair value of the outstanding restricted stock unit awards was $1.5 million based on the year-end 2022 closing stock price. Performance Stock Units—We grant shares of performance stock units to certain senior executives and key employees. These share units cliff-vest approximately three years from the date of grant based on the achievement of 98 Table of Contents targeted performance levels related to pre-established relative total shareholder return goals. These performance stock units have the potential to be earned from 0% to 200% of target depending on actual results. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit. The Company’s 248,706 performance stock units were valued relative to the stock price performance of a peer group of companies, which was fair valued at $22.21 per share at the date of grant based on a Monte Carlo simulation. The fair value of the performance stock units on the date of the grant is recognized ratably over the service period. At December 31, 2022, there was $3.8 million of total unrecognized compensation cost related to unvested performance stock units to be recognized over the next two years. The intrinsic value of the outstanding performance stock units, at target, was $2.2 million at December 31, 2022. Dividends On February 18, 2022, the Company announced that its Board of Directors approved an increase in its initial quarterly cash dividend to $5.0 million from the formerly approved $2.5 million that was declared and accrued in December 2021. Dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on March 15, 2022, to shareholders of record on March 1, 2022. Dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on June 15, 2022, to shareholders of record on June 1, 2022. Dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on September 15, 2022, to shareholders of record on September 1, 2022. Dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on December 15, 2022, to shareholders of record on December 1, 2022. On December 8, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of approximately $0.1250 per share of common stock. Dividends of $5.5 million were accrued in December 2022, and are payable on March 15, 2023, to shareholders of record on March 1, 2023. For the full year 2022, the Company recognized $23.1 million of cash dividends declared against retained earnings, including $5.5 million that were unpaid as of December 31, 2022. For the full year 2022, the Company paid $20.0 million of dividends, including $2.5 million that were accrued at December 31, 2021. NOTE 10—COMMITMENTS AND CONTINGENCIES Environmental Liabilities—Environmental liabilities are recognized when the expenditures are considered probable and can be reasonably estimated. Measurement of liabilities is based on currently enacted laws and regulations, existing technology and undiscounted site- specific costs. Generally, such recognition would coincide with a commitment to a formal plan of action. No amounts have been recognized for environmental liabilities. Surety Bond—In accordance with state laws, we are required to post reclamation bonds to assure that reclamation work is completed. We also have a small amount of surety bonds that secure performance obligations. Bonds outstanding at December 31, 2022 totaled approximately $25.9 million. Coal Leases and Associated Royalty Commitments—We lease coal reserves under agreements that require royalties to be paid as the coal is mined and sold. Many of these agreements require minimum annual royalties to be paid regardless of the amount of coal mined and sold. Total royalty expense was $34.2 million, $18.5 million, and $11.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. These agreements generally have terms running through exhaustion of all the mineable and merchantable coal covered by the respective lease. Royalties or throughput payments are based on a percentage of the gross selling price received for the coal we mine. Minimum 99 Table of Contents royalty obligations under coal leases total $27.1 million and are broken down as follows: $3.3 million for 2023, $3.3 million for 2024, $3.4 million for 2025, $3.1 million for 2026, $2.9 million for 2027, and $11.1 million thereafter. Please refer to Note 12 for information regarding related party transactions. Contingent Transportation Purchase Commitments—We secure the ability to transport coal through rail contracts and export terminals that are sometimes funded through take-or-pay arrangements. As of December 31, 2022, the Company’s remaining commitments under take-or-pay arrangements expiring through March 31, 2024 totaled $5.1 million, the majority of which are expected to be satisfied in one year. The level of these commitments will be reduced at a per ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contract term stipulated in such rail and export terminal contracts. No amounts have been recognized as contingent liabilities related to take-or-pay arrangements. Litigation—From time to time, we are subject to various litigation and other claims in the normal course of business. No amounts have been accrued in the consolidated financial statements with respect to any matters. On November 5, 2018, one of our three raw coal storage silos that fed our Elk Creek plant experienced a partial structural failure. A temporary conveying system completed in late-November 2018 restored approximately 80% of our plant capacity. We completed a permanent belt workaround and restored the preparation plant to its full processing capacity in mid-2019. Our insurance carrier, Federal Insurance Company, disputed our claim for coverage based on certain exclusions to the applicable policy and, therefore, on August 21, 2019, we filed suit against Federal Insurance Company and Chubb INA Holdings, Inc. in Logan County Circuit Court in West Virginia seeking a declaratory judgment that the partial silo collapse was an insurable event and to require coverage under our policy. Defendants removed the case to the United States District Court for the Southern District of West Virginia, and upon removal, we substituted ACE American Insurance Company as a defendant in place of Chubb INA Holdings, Inc. The trial in the matter commenced on June 29, 2021, in Charleston, West Virginia. On July 15, 2021, the jury returned a verdict in our favor for $7.7 million in compensatory damages and on July 16, 2021, made an additional award of $25.0 million for inconvenience and aggravation. On August 12, 2021, the defendants filed a post-trial motion for judgment as a matter of law or in the alternative to alter or amend the judgment or for a new trial. The parties fully briefed the motion, and it stood submitted on August 31, 2021. On March 4, 2022, the court entered its memorandum opinion and order on the motion reducing the jury award to a total of $1.8 million, including pre- judgment interest, based largely on the court’s decision to vacate and set aside, in its entirety, the jury award of damages for inconvenience and aggravation. The same day, the court entered the judgment in accordance with the memorandum opinion and order. On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. The matter has been fully briefed by the parties, and the court heard oral argument on January 27, 2023. The matter is now pending before the court. NOTE 11—REVENUES Our revenue is derived from contracts for the sale of coal and is recognized when the performance obligations under the contracts are satisfied, which is at the point in time control is transferred to our customer. Generally, domestic sales contracts have terms of about one year and the pricing is typically fixed. Export sales have spot or term contracts, and pricing can be either a fixed price or a price derived against index- based pricing mechanisms. Sales completed with delivery to an export terminal are reported as export revenue. Disaggregated information about our revenue is presented below: (In thousands) Coal Sales North American revenue Export revenue, excluding Canada Total revenue 2022 2021 2020 $ $ 328,322 237,366 565,688 $ $ 143,946 139,448 283,394 $ $ 119,981 48,934 168,915 100 Table of Contents Fourth quarter 2022 revenue that can be derived from the Company’s periodic filings includes a $2.8 million downward adjustment to revenue related to performance obligations that were satisfied in the previous quarter. This adjustment was due to the true-up of the Company’s previous estimate of certain provisional pricing provisions. As of December 31, 2022, the Company had outstanding performance obligations of approximately 1.5 million tons for contracts with fixed sales prices averaging $202 per ton, excluding freight, which will generally be satisfied within the next year, and 0.7 million tons for contracts with index-based pricing mechanisms. Index-based prices have not been estimated for the purpose of disclosing remaining performance obligations as permitted under the revenue recognition guidance when variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Sales into individual foreign countries equaling or exceeding 10% of our total revenues included Canada and South Africa at 12% and 10%, respectively, for 2022. NOTE 12—RELATED PARTY TRANSACTIONS Mineral Lease and Surface Rights Agreements—Prior to the acquisition of Ramaco Coal, as discussed in Note 4, much of the coal reserves and surface rights that we controlled were acquired through a series of mineral leases and surface rights agreements with Ramaco Coal, who was a related party. Production royalties payable to Ramaco Coal in the amount of $0.4 million were included in accounts payable on the December 31, 2021 consolidated balance sheet. Royalties paid to Ramaco Coal in 2022, prior to the acquisition, totaled $3.1 million. Royalties paid to Ramaco Coal in 2021 and 2020 totaled $5.7 million and $4.5 million, respectively. Administrative Services—Also prior to the acquisition of Ramaco Coal, the Company and Ramaco Coal agreed to share the services of certain of each company’s employees pursuant to a Mutual Service Agreement, dated December 22, 2017, and effective as of March 31, 2017. Each party will pay the other a fee on a quarterly basis for such services calculated as the annual base salary of each employee providing services multiplied by the percentage of time each employee spent providing services for the other party. Year-to-date charges to Ramaco Coal in 2022, prior to the acquisition, were $44 thousand. Charges to Ramaco Coal were $0.1 million in 2021 and $0.2 million in 2020. Legal Services—Some of the professional legal services we receive are provided by Jones & Associates ("Jones”), a related party. Legal services paid to Jones in 2022 and 2021 totaled $0.8 million and zero, respectively. Ramaco Coal Deferred Purchase Price—As part of the financing of the acquisition of Ramaco Coal, as discussed in Note 4, we incurred interest expense of $3.0 million in 2022. The outstanding principal balance of the Ramaco Coal Loan was $40.0 million at December 31, 2022. Refer to Note 7 for additional information regarding the terms of the financing. Ramaco Foundation--The Company made a charitable cash contribution of $1.0 million during 2022 to the Ramaco Foundation, which was recognized in other income (expense), net, on the income statement. The Ramaco Foundation is an unconsolidated not-for-profit organization whose board of directors includes several members of the Company’s management and board of directors. 101 Table of Contents NOTE 13—INCOME TAXES Income tax expense (benefit) consisted of the following: (In thousands) Current taxes: Federal State Current taxes Deferred taxes: Federal State Deferred taxes Provision for income tax expense (benefit), net Years ended December 31, 2021 2020 2022 $ $ 517 407 924 28,389 840 29,229 30,153 $ $ — $ 3 3 6,518 (1,874) 4,644 4,647 $ — 19 19 (3,164) (339) (3,503) (3,484) The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes were as follows: (In thousands) Income taxes computed at the federal statutory rate Effect of: State taxes, net of federal benefits State tax rate changes, net of federal benefits Percentage depletion PPP Loan forgiveness Stock-based compensation 162(m) compensation limitation Other, net Total Deferred tax assets and liabilities were as follows: (In thousands) Deferred tax assets: Loss carryforwards U.S. - Federal/States Asset retirement obligations Accrued expenses Stock-based compensation Total deferred tax assets Deferred tax liabilities: Depreciation & amortization Net deferred tax liabilities Years ended December 31, 2021 2020 2022 $ 30,701 $ 9,325 $ (1,762) 1,422 (546) (3,314) 796 (2,274) (3,363) — — (1,499) 3,481 (92) 30,153 $ $ (194) — 357 4,647 $ (253) — (714) (1,773) 473 — 545 (3,484) December 31, 2022 2021 $ $ 6,598 6,359 3,257 2,249 18,463 15,975 5,175 744 2,331 24,225 (54,100) (35,637) $ (30,631) (6,406) $ As of December 31, 2022, our federal net operating loss carryforwards were approximately $24 million. Total state loss carryforwards were approximately $32 million. The Company’s net operating loss carryforwards have no statutory expiration. Cash paid for income taxes totaled $15.5 million in 2022. The Company recognized an income tax receivable of $14.6 million included in prepaid expenses and other current assets at December 31, 2022. 102 Table of Contents NOTE 14—EARNINGS (LOSS) PER SHARE The following table is a calculation of the net earnings (loss) per basic and diluted share: (In thousands, except per share amounts) Numerator Net income (loss) Denominator Years ended December 31, 2021 2022 2020 $ 116,042 $ 39,759 $ (4,907) Weighted average shares used to compute basic earnings per share Dilutive effect of stock option awards Dilutive effect of restricted stock units Weighted average shares used to compute diluted earnings per share 44,164 532 6 44,702 43,964 293 44,257 42,460 — 42,460 Earnings (loss) per share Basic Diluted $ $ 2.63 2.60 $ $ 0.90 0.90 $ $ (0.12) (0.12) Diluted EPS for 2022 excludes 248,706 of target performance stock units based on the guidance for contingently issuable shares, which requires exclusion when, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. Refer to Note 9 for additional information regarding performance stock unit awards. Diluted EPS for 2020 excludes 937,424 options to purchase our common stock because their effect would be anti-dilutive. NOTE 15—SUBSEQUENT EVENTS Shortly after the balance sheet date, the Company repaid $20 million of the $25 million of borrowings under the Revolving Credit Facility using funds from current operations. At a later date, on February 15, 2023, the Company entered into the Second Amended and Restated Credit and Security Agreement, which includes multiple lending parties and provides additional borrowing capacity compared to the facility utilized in 2022. The new facility, which has a maturity date of February 15, 2026, provides an initial aggregate revolving commitment of $125.0 million as well as an accordion feature of $50 million subject to certain terms and conditions, including lender’s consent. The aggregate revolving commitment had a borrowing base of $66.3 million at the closing date of the new facility after consideration of collateral and reserve requirements. The Company utilized the new facility to borrow an additional $20 million and used $10 million of the proceeds to pay down related-party debt associated with the acquisition of Ramaco Coal. The remaining availability under the new facility was $41.3 million at the closing date after outstanding borrowings of $25.0 million. Revolving loans under the new facility bear interest at either the base rate plus 1.50% or the Secured Overnight Financing Rate plus 2.00%. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3%. The terms of the new facility include covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates. The terms of the new facility also contain a financial covenant that requires the Company to maintain a fixed charge coverage ratio of not less than 1.10:1.00 calculated as of the last day of each fiscal quarter starting with the first quarter of 2023. The new facility also contains certain compensating balance requirements, which include that the Company maintain an average daily cash balance of $5 million, as determined on a monthly basis, to assure future credit availability. * * * * * 103 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our chief executive officer, who serves as our principal executive officer, and chief financial officer, who serves as our principal financial officer, the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d - 15(e) under the Exchange Act), as of December 31, 2022. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our chief executive officer and chief financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective based on this evaluation. Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of key financial reporting controls, process documentation, accounting policies, and the Company’s overall control environment. Our management has concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on this assessment and these criteria. Attestation Report of the Registered Public Accounting Firm. Our independent registered public accounting firm, MCM (PCAOB ID: 2276), has audited the effectiveness of our internal control over financial reporting, as stated in their attestation report included in this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting. There were no significant changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls and Procedures. We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. Our senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Item 9B. Other Information None. 104 Table of Contents Item 9C. Disclosures Regarding Foreign Jurisdiction that Prevent Inspections. None. Item 10. Directors, Executive Officers and Corporate Governance PART III The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. Item 13. Certain Relationships and Related Persons Transactions The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. 105 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: (1) Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets as of December 31, 2022 and 2021 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021, and 2020 Consolidated Statements of Equity for the Years Ended December 31, 2022, 2021, and 2020 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 Notes to Consolidated Financial Statements (b) Exhibits Exhibit Number Description 2.1 2.2 2.3 2.4 3.1 3.2 3.3 Master Reorganization Agreement, dated February 1, 2017, by and among Ramaco Resources, Inc., Ramaco Development, LLC, Ramaco Merger Sub, LLC and the other parties named therein (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 7, 2017) Purchase and Sale Agreement, dated February 23, 2022, by and among Ramaco Development, LLC, Ramaco Resources, Inc., Ramaco Coal Holdings, LLC, and Ramaco Coal, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the SEC on February 24, 2022) Securities Purchase Agreement, dated as of August 8, 2022, between Ramaco Development, LLC and Appleton Coal LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38003) filed with the SEC on August 8, 2022 Asset Purchase Agreement, dated as of October 26, 2021, among Ramaco Resources, Inc., Coronado IV LLC, Buchanan Minerals, LLC and Buchanan Mining Company, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8- K (File No. 001-38003) filed with the Commission on October 26, 2021) Amended and Restated Certificate of Incorporation of Ramaco Resources, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Amended and Restated Bylaws of Ramaco Resources, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Amendment No. 1 to the Amended and Restated Bylaws of Ramaco Resources, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on December 15, 2020) 106 Table of Contents 4.1 4.2 4.3 *4.4 4.5 4.6 4.7 †10.1 10.2 10.3 10.4 10.5 10.6 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Registration Rights Agreement, dated as of February 8, 2017, by and among Ramaco Resources, Inc. and the stockholders named therein (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Shareholders’ Agreement, dated as of February 8, 2017, by and among Ramaco Resources, Inc., Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P., Yorktown Energy Partners XI, L.P., Energy Capital Partners Mezzanine Opportunities Fund, LP, Energy Capital Partners Mezzanine Opportunities Fund A, LP, and ECP Mezzanine B (Ramaco IP), LP. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Description of Securities Indenture, dated as of July 13, 2021, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on July 13, 2021) First Supplemental Indenture, dated as of July 13, 2021, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on July 13, 2021) Form of 9.00% Senior Note due 2026 (incorporated by reference to Exhibit 4.2.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on July 13, 2021) Ramaco Resources, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 (File No. 333-215913) filed with the Commission on February 6, 2017) Berwind Mutual Cooperation Agreement, dated August 20, 2015, by and between Ramaco Resources, LLC and Ramaco Central Appalachia, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 (File No. 333- 215363) filed with the Commission on December 29, 2016) Elk Creek Mutual Cooperation Agreement, dated August 20, 2015, by and between Ramaco Resources, LLC and Ramaco Central Appalachia, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 (File No. 333- 215363) filed with the Commission on December 29, 2016) Indemnification Agreement, dated August 20, 2015, by and between Ramaco Coal, LLC and Ramaco Development, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) RAM Mine Mutual Cooperation Agreement, dated August 20, 2015, by and between RAM Mining, LLC and Ramaco Northern Appalachia, LLC (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333- 215363) filed with the Commission on December 29, 2016) Promissory Note, dated August 31, 2016, by and between Ramaco Development, LLC, as maker, and Ramaco Coal, LLC, as noteholder (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) 107 Table of Contents 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 Corporate Guaranty, dated August 20, 2015, by and between Ramaco Coal, LLC, as guarantor, and RAMACO Development, LLC as oblige (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Corporate Guaranty, dated August 20, 2015, by and between RAMACO Development, LLC, as guarantor, and Ramaco Coal, LLC, as oblige (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Berwind Sublease Agreement, dated August 20, 2015, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) First Amendment to Berwind Lease Agreement and Sublease, dated February 2016, by and among Berwind Land Company, Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Second Amendment to Berwind Sublease, dated August 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 (File No. 333- 215363) filed with the Commission on December 29, 2016) Third Amendment to Berwind Lease Agreement and Consent to Sublease, dated December 19, 2017, by and between Berwind Land Company and Ramaco Central Appalachia, LLC (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K (File No. 333-215913) filed with the Commission on February 20, 2020) Elk Creek Coal Lease Agreement, dated August 20, 2015, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 (File No. 333- 215363) filed with the Commission on December 29, 2016) Amendment No. 1 to Elk Creek Coal Lease Agreement, dated December 31, 2015, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amendment No. 2 to Elk Creek Coal Lease Agreement, dated March 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amendment No. 3 to Elk Creek Coal Lease Agreement, dated August 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amendment No. 4 to Elk Creek Coal Lease Agreement, dated January 12, 2017, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K (File No. 333-215913) filed with the Commission on February 20, 2020) Amendment No. 5 to Elk Creek Coal Lease Agreement, dated September 28, 2018, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K (File No. 333-215913) filed with the Commission on February 20, 2020) 108 Table of Contents 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 Amendment No. 6 to Elk Creek Coal Lease Agreement, dated December 21, 2018, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K (File No. 333-215913) filed with the Commission on February 20, 2020) Amendment No. 7 to Elk Creek Coal Lease Agreement, dated February 1, 2019, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K (File No. 333-215913) filed with the Commission on February 20, 2020) Elk Creek Surface Rights Lease Agreement, dated August 20, 2015, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-1 (File No. 333- 215363) filed with the Commission on December 29, 2016) Amendment No. 1 to Elk Creek Surface Rights Lease Agreement, dated December 31, 2015, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amendment No. 2 to Elk Creek Surface Rights Lease Agreement, dated March 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amendment No. 3 to Elk Creek Surface Rights Lease Agreement, dated August 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Mutual Services Agreement, dated December 22, 2017, by and between Ramaco Development, LLC and Ramaco Coal, LLC (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K (File No. 001-38003) filed with the Commission on March 21, 2018) NRP Sublease Agreement, dated August 19, 2015, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.24 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amendment No. 1 to NRP Sublease Agreement, dated August 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amended and Restated Lease Agreement, dated August 20, 2015, by and among Ramaco Northern Appalachia, LLC, RAM Farms, LLC, RAM Mining, LLC and RAMACO Mining, LLC (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amendment No. 1 to Amended and Restated Lease Agreement, dated December 31, 2015, by and among Ramaco Northern Appalachia, LLC, RAM Farms, LLC and RAM Mining, LLC (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) 109 Table of Contents 10.30 10.31 †10.32 †10.33 †10.34 †10.35 †10.36 †10.37 †10.38 †10.39 †10.40 †10.41 †10.42 †10.43 Amendment No. 2 to Amended and Restated Lease Agreement, dated March 31, 2016, by and among Ramaco Northern Appalachia, LLC, RAM Farms, LLC and RAM Mining, LLC (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Amendment No. 3 to Amended and Restated Lease Agreement, dated August 31, 2016, by and among Ramaco Northern Appalachia, LLC, RAM Farms, LLC and RAM Mining, LLC (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Ramaco Development, LLC 2016 Membership Unit Option Plan (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Form of Ramaco Resources, Inc. Stock Option Notice and Agreement (incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Form of Amendment to Option Agreement (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on December 29, 2016) Indemnification Agreement (Randall Atkins) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Michael Bauersachs) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Mark Clemens) (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8- K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Patrick C. Graney) (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (W. Howard Keenan, Jr.) (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Trent Kososki) (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8- K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Bryan H. Lawrence) (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Tyler Reeder) (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Marc Solochek) (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) 110 Table of Contents †10.44 †10.45 †10.46 †10.47 †10.48 †10.49 †10.50 †10.51 †10.52 †10.53 Indemnification Agreement (Richard M. Whiting) (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Michael Windisch) (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 14, 2017) Indemnification Agreement (Bruce E. Cryder) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on July 5, 2017) Indemnification Agreement (Christopher L. Blanchard) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on December 29, 2017) Indemnification Agreement (Peter Leidel) (incorporated by reference to Exhibit 10.48 of the Company’s Annual Report on Form 10- K (File No. 001 38003) filed with the Commission on February 20, 2020) Indemnification Agreement (Trent Kososki) (incorporated by reference to Exhibit 10.49 of the Company’s Annual Report on Form 10-K (File No. 001 38003) filed with the Commission on February 20, 2020) Indemnification Agreement (C. Lynch Christian, III) (incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K (File No. 001 38003) filed with the Commission on February 20, 2020) Indemnification Agreement (Mahmud Riffat) (incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K (File No. 001-38003) filed with the Commission on February 18, 2021) Indemnification Agreement (David E. K. Frischkorn, Jr.) (incorporated by reference to Exhibit 10.52 of the Company’s Annual Report on Form 10-K (File No. 001-38003) filed with the Commission on February 18, 2021) Indemnification Agreement (E. Forrest Jones, Jr.) (incorporated by reference to Exhibit 10.53 of the Company’s Annual Report on Form 10-K (File No. 001-38003) filed with the Commission on February 18, 2021) *†10.54 Indemnification Agreement (Aurelia Skipwith Giacometto) (incorporated by reference to Exhibit 10.54 of the Company’s Annual Report on Form 10-K (File No. 001-38003) filed with the Commission on April 1, 2022) †10.55 †10.56 †10.57 †10.58 Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on April 21, 2020) Amendment to Restricted Stock Award Agreements, dated December 10, 2019, between the Company and Randall W. Atkins (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on December 13, 2019) Amendment to Restricted Stock Award Agreements, dated December 10, 2019, between the Company and Michael D. Bauersachs (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on December 13, 2019) Amendment to Restricted Stock Award Agreements, dated December 10, 2019, between the Company and Christopher L. Blanchard (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K/A (File No. 001-38003) filed with the Commission on December 16, 2019) 111 Table of Contents †10.59 10.60 10.61 10.62 10.63 10.64 10.65 †10.66 +10.67 +10.68 Amendment to Restricted Stock Award Agreements, dated December 10, 2019, between the Company and Jeremy R. Sussman (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K/A (File No. 001-38003) filed with the Commission on December 16, 2019) Credit and Security Agreement, dated November 22, 2019, by and among: (i) Key Equipment Finance, a division of Keybank National Association, as administrative agent, collateral agent, lender and issuer; (ii) such other lenders that are now or hereafter become a party thereto; and (iii) the Company, Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as borrower (incorporated by reference to Exhibit 10.57 of the Company’s Annual Report on Form 10-K (File No. 001-38003) filed with the Commission on February 20, 2020) Promissory Note dated April 20, 2020 by Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as borrowers, and Key Equipment Finance, a Division of KeyBank National Association, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on April 21, 2020) Promissory Note dated April 16, 2020 by Ramaco Resources, Inc. in favor of KeyBank National Association (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on April 21, 2020) Ramaco Resources, Inc. Change in Control and Severance Plan, effective as of April 27, 2020 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on April 28, 2020) Separation and Consulting Agreement, dated December 31, 2020, by and between Ramaco Resources, Inc. and Michael D. Bauersachs (incorporated by reference to Exhibit 10.65 of the Company’s Annual Report on Form 10-K (File No. 001-38003) filed with the Commission on February 18, 2021) Amended and Restated Credit and Security Agreement, dated October 29, 2021, by and among Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as the borrowers, the lenders party thereto and KeyBank National Association, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on November 2, 2021) First Amendment to the Ramaco Resources, Inc. Long-Term Incentive Plan. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 2, 2022) Loan Agreement, dated as of September 23, 2022, between Ramaco Development, LLC and Investec Bank PLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the SEC on September 26, 2022) First Amendment to Amended and Restated Credit and Security Agreement, dated April 29, 2022, by and among Ramaco Resources, Inc., Ramaco Development, LLC, Ram Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC, and KeyBank National Association (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (Filed No. 001-38003) filed with the Commission on August 9, 2022) 112 Table of Contents +10.69 +10.70 16.1 16.2 *21.1 *23.1 *23.2 Second Amendment to Amended and Restated Credit and Security Agreement, dated September 23, 2022, by and among Ramaco Resources, Inc., Ramaco Development, LLC, Ram Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC, and KeyBank National Association (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 001-38003) filed with the Commission on November 9, 2022) Second Amended and Restated Credit and Security Agreement, dated February 15, 2023, by and among Ramaco Resources, Inc., Ramaco Development, LLC, Ram Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC, Maben Coal LLC, Carbon Resources Development, Inc., Ramaco Coal, Inc. as borrowers, the lenders party thereto and KeyBank National Association, as agent, lender, swing line lender, and the issuer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on February 17, 2023) Letter from Briggs & Veselka Co. to Securities and Exchange Commission dated January 21, 2022. (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on January 24, 2022) Crowe LLP consent letter, dated April 20, 2022 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on April 20, 2022) Subsidiaries of Ramaco Resources, Inc. Consent of MCM CPAs & Advisors LLP Consent of Weir International, Inc. 23.3 [Reserved] *23.4 *23.5 *31.1 *31.2 **32.1 **32.2 *95.1 *96.1 *96.2 Consent of Crowe LLP Consent of Briggs & Veselka Co. Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 Mine Safety Disclosure Mineral resource and reserve estimates at the Berwind Complex, dated March 9, 2023, with an effective date of December 31, 2022 Mineral resource and reserve estimates at the Knox Creek Complex, dated March 9, 2023, with an effective date of December 31, 2022 113 Table of Contents 96.3 *101 Mineral resource and reserve estimates at the Elk Creek Complex, dated November 22, 2022, with an effective date of December 31, 2021 (incorporated by reference to Exhibit 96.2 of Amendment No. 1 to the Company’s Annual Report on Form 10-K/A (File No. 001-38003) filed with the Commission on January 10, 2023) Interactive Data Files including the following information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in inline extensible business reporting language ("Inline XBRL”): (i) Cover Page Interactive Data and (ii) the Financial Statements listed on the first page of Item 8. The financial information contained in the XBRL-related documents is "unaudited” and "unreviewed.” *104 Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). * Exhibit filed herewith. ** Exhibit furnished herewith. † Management contract or compensatory plan or agreement. + Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request. 114 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGNATURES March 14, 2023 By: /s/ Randall W. Atkins Randall W. Atkins Chairman, Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. March 14, 2023 March 14, 2023 March 14, 2023 March 14, 2023 March 14, 2023 March 14, 2023 March 14, 2023 By: /s/ Randall W. Atkins Randall W. Atkins Chairman, Chief Executive Officer and Director (Principal Executive Officer) By: /s/ Jeremy R. Sussman Jeremy R. Sussman Chief Financial Officer (Principal Financial Officer) By: /s/ John C. Marcum John C. Marcum Chief Accounting Officer (Principal Accounting Officer) By: /s/ Bryan H. Lawrence Bryan H. Lawrence Director By: /s/ Richard M. Whiting Richard M. Whiting Director By: /s/ Patrick C. Graney, III Patrick C. Graney, III Director By: /s/ C. Lynch Christian III C. Lynch Christian III Director 115 Table of Contents March 14, 2023 March 14, 2023 March 14, 2023 March 14, 2023 By: /s/ Peter Leidel Peter Leidel Director By: /s/ Aurelia Skipwith Giacometto Aurelia Skipwith Giacometto Director By: /s/ David E. K. Frischkorn, Jr. David E. K. Frischkorn, Jr. Director By: /s/ E. Forrest Jones, Jr. E. Forrest Jones, Jr. Director 116 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.4 Ramaco Resources, Inc. (the "Company” or "Ramaco”) has common stock, par value $0.01 per share (the "common stock”) registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following contains a description of our common stock, as well as certain related additional information. This description is a summary only and does not purport to be complete and is subject to and qualified by reference to the provisions of applicable law, the Company’s Amended and Restated Certificate of Incorporation, as amended (the "Certificate”), and the Company’s Amended and Restated Bylaws (the "Bylaws,” and together with the Certificate, the "Charter Documents”), each of which is incorporated by reference as an exhibit to the Company’s Annual Report on Form 10-K. For additional information, please read the Company’s Charter Documents and the applicable provisions of the Delaware General Corporation Law (the "DGCL”). References to "we,” "our” and "us” refer to the Company, unless the context otherwise requires. References to "stockholders” refer to holders of our common stock, unless the context otherwise requires. General Pursuant to the Certificate, we are authorized to issue 310,000,000 shares of capital stock, consisting of 260,000,000 shares of common stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the "preferred stock”). There are no issued and outstanding shares of preferred stock. Voting Rights Description of Common Stock Holders of shares of common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. The holders of common stock do not have cumulative voting rights in the election of directors. Dividend Rights Holders of shares of our common stock are entitled to ratably receive dividends when and if declared by our board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock. Any determination to declare a regular or special dividend, as well as the amount of any dividend that may be declared, will be based on the board of director’s consideration of our financial position, earnings, earnings outlook, capital spending plans, outlook on current and future market conditions, alternative stockholder return methods such as share repurchases, and other factors that the board of directors considers relevant at that time. Liquidation Rights Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock. Other Matters The shares of common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock are fully paid and non-assessable. Listing Our common stock is traded on the NASDAQ Global Select Market under the symbol "METC.” Anti-Takeover Effects of Provisions of Our Certificate, Bylaws and Delaware Law Some provisions of Delaware law, and our Charter Documents described below, contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise; or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares. These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms. Delaware Law We will not be subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers for so long as Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P and Yorktown Energy Partners XI, L.P. (collectively, "Yorktown”) and Energy Capital Partners Mezzanine Opportunities Fund, L.P., Energy Capital Partners Mezzanine Opportunities Fund A, LP and ECP Mezzanine B (Ramaco IP), LP (collectively, "ECP”) and their respective affiliates own in the aggregate more than 15% of our outstanding common stock. In general, those provisions prohibit a Delaware corporation, including those whose securities are listed for trading on the NASDAQ, from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless: ● ● the transaction is approved by the board of directors before the date the interested stockholder attained that status; upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or ● on or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. Amended and Restated Certificate of Incorporation and Bylaws Provisions of our Charter Documents may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, the Charter Documents: ● establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. The Bylaws specify the requirements as to form and content of all stockholders’ notices. These 2 ● ● requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting; provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of the Company; ● as long as Yorktown and ECP and their respective affiliates own or control the voting of more than 50% of the outstanding shares of our common stock: o provide that Yorktown and ECP, collectively, may designate up to seven directors depending on their percent ownership of our common stock; o provide that the authorized number of directors may be changed only by the affirmative vote of holders of not less than 50% in voting power of the then-outstanding shares of stock entitled to vote thereon; o provide that any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Company may be taken by written consent; o provide that our Charter Documents may be amended by the affirmative vote of the holders of at least 50% of our then outstanding common stock; o provide that special meetings of our stockholders may be called by the board of directors or our secretary at the request of the holders of a majority of our common stock; and o provide that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, Yorktown or ECP or any of their officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than our directors that are presented business opportunities in their capacity as our directors) and that they have no obligation to offer us those investments or opportunities; and o provide that the Bylaws can be amended only with the approval of a majority of the board of directors and the affirmative vote of holders of not less than 50% in voting power of the then-outstanding shares of stock entitled to vote thereon. ● at any time after Yorktown and ECP and their respective affiliates no longer own or control the voting of more than 50% of the outstanding shares of our common stock: o provide that the authorized number of directors may be changed only by resolution of the board of directors; o provide that any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such series; o provide that our Charter Documents may be amended by the affirmative vote of the holders of at least two-thirds of our then outstanding common stock; o provide that special meetings of our stockholders may only be called by the board of directors; o provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three-year terms, other than directors which may be elected by holders of preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors; o provide that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, Yorktown or ECP or any of their officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than our directors that are presented business opportunities in their capacity as our directors) and that they have no obligation to offer us those investments or opportunities; and o provide that the Bylaws can be amended by the board of directors. Forum Selection 3 Our Certificate provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for: ● ● ● ● any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders; any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our Certificate or our Bylaws; or any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Our Certificate also provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and to have consented to, this forum selection provision. Although we believe these provisions will benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents. The enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our Certificate is inapplicable or unenforceable. This exclusive forum provision does not apply to a cause of action brought under federal or state securities laws. Transfer Agent and Registrar The transfer agent and registrar for our common stock was American Stock Transfer & Trust Company, LLC. Effective February 10, 2023, the transfer agent and registrar for our common stock is Computershare, Inc. Description of Notes Set forth below is a summary description of the material terms and provisions of our 9.00% Senior Notes due 2026 (the "Notes”), which does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture dated as of July 13, 2021 (the "base indenture”) between the Company and Wilmington Savings Fund Society, FSB, as trustee (the "trustee”), as supplemented by the First Supplemental Indenture, dated as of July 13, 2021, between the Company and trustee (the "First Supplemental Indenture” and, together with the base indenture, the "indenture”), which are incorporated by reference as exhibits to the annual report on Form 10-K of which this Exhibit is a part. Unless the context requires otherwise, all references to "we,” "us,” "our” and the "Company” in this "Description of Notes” refer solely to Ramaco Resources, Inc., the issuer of the Notes, and not to any of its subsidiaries. Capitalized terms that are used but not otherwise defined herein have the meanings assigned to them in the indenture, and those definitions are incorporated herein by reference. The following description is only a summary of certain provisions of the indenture and the Notes. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the indenture and to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act”), and to all of the provisions of the indenture and those terms made a part of the indenture by reference to the Trust Indenture Act. General The Notes: ● ● ● are our general unsecured, senior obligations; were issued in an aggregate principal amount of $34,500,000; will mature on July 30, 2026 unless earlier redeemed or repurchased, and 100% of the aggregate principal amount will be paid at maturity; 4 ● ● ● ● ● ● ● will bear cash interest from July 13, 2021 at an annual rate of 9.00%, payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, beginning on July 30, 2021, and at maturity; will be redeemable at our option, in whole or in part, at any time on or after July 30, 2023, at the prices and on the terms described under "—Optional Redemption” below; will be redeemable at our option, in whole, but not in part, at any time upon the occurrence of certain change of control events, at the prices and on the terms described under "—Optional Redemption Upon Change of Control” below; were issued in denominations of $25 and integral multiples of $25 in excess thereof; will not have a sinking fund; are listed on NASDAQ under the symbol "METCL”; and will be represented by one or more registered Notes in global form, but in certain limited circumstances may be represented by Notes in definitive form. The indenture does not limit the amount of indebtedness that we or our subsidiaries may issue. The indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under "—Covenants—Merger, Consolidation or Sale of Assets” below, the indenture does not contain any covenants or other provisions designed to afford holders of the Notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders. We may from time to time, without the consent of the existing holders, issue additional Notes having the same terms as to status, redemption or otherwise (except the price to public, the issue date and, if applicable, the initial interest accrual date and the initial interest payment date) that may constitute a single fungible series with the Notes offered by this prospectus; provided that if any such additional Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional Notes will have one or more separate CUSIP numbers. For the avoidance of doubt, such additional Notes will still constitute a single series with all other Notes issued under the indenture for all purposes, including waivers, amendments, redemptions and offers to purchase. Ranking The Notes are senior unsecured obligations of the Company, and, upon our liquidation, dissolution or winding up, will rank (i) senior to the outstanding shares of our common stock, (ii) senior to any of our future subordinated debt, (iii) pari passu (or equally) with our future unsecured and unsubordinated indebtedness, (iv) effectively subordinated to any existing or future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness, and (v) structurally subordinated to all existing and future indebtedness of our subsidiaries, financing vehicles or similar facilities. See "Risk Factors—The Notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness that we currently have or that we may incur in the future.” The Notes will be obligations solely of the Company and will not be guaranteed by any of our subsidiaries. We derive substantially all of our operating income and cash flow from our investments in our subsidiaries. Claims of creditors of our subsidiaries generally will have priority with respect to the assets and earnings of such subsidiaries over the claims of our creditors, including holders of the Notes. As a result, the Notes will be effectively subordinated to creditors, including trade creditors and preferred stockholders, if any, other than us, of our subsidiaries. See "Risk Factors—The Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.” As of May 31, 2021, we had approximately $21.3 million of outstanding indebtedness (excluding the PPP Loan (as defined in this prospectus)), all of which was secured. Interest 5 Interest on the Notes will accrue at an annual rate equal to 9.00% from and including July 13, 2021 to, but excluding, the maturity date or earlier acceleration or redemption and will be payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, beginning on July 30, 2021 and at maturity, to the holders of record at the close of business on the immediately preceding January 15, April 15, July 15 and October 15 (and July 15 immediately preceding the maturity date), as applicable (whether or not a business day). The initial interest period for the Notes will be the period from and including July 13, 2021, to, but excluding, July 30, 2021, and subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be. The amount of interest payable for any interest period, including interest payable for any partial interest period, will be computed on the basis of a 360-day year comprised of twelve 30-day months. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment. "Business day” means, for any place where the principal and interest on the Notes is payable, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day in which banking institutions in New York or Wilmington, Delaware are authorized or obligated by law or executive order to close. Optional Redemption Except as described below and under "—Optional Redemption Upon Change of Control,” the Notes will not be redeemable by us at our option prior to July 30, 2023. The Notes may be redeemed for cash in whole or in part at any time at our option on or after July 30, 2023 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. In each case, redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the date fixed for redemption, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a discharge of the indenture. Notices of redemption may be subject to satisfaction or waiver of one or more conditions precedent specified in the notice of redemption. If less than all of the Notes are to be redeemed, the particular Notes to be redeemed will be selected not more than 45 days prior to the redemption date by the trustee from the outstanding Notes not previously called for redemption, by lot, or in the trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The trustee will promptly notify us in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Beneficial interests in any of the Notes or portions thereof called for redemption that are registered in the name of DTC or its nominee will be selected by DTC in accordance with DTC’s applicable procedures. The trustee shall have no obligation to calculate any redemption price or any component thereof, and the trustee shall be entitled to receive and conclusively rely upon an officer’s certificate delivered by the Company that specifies any redemption price. Unless we default on the payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption. We may at any time, and from time to time, purchase Notes at any price or prices in the open market or otherwise. Optional Redemption Upon Change of Control The Notes may be redeemed for cash in whole but not in part at our option at any time within 90 days of the occurrence of a Change of Control, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. Redemption shall be upon notice not fewer than 10 days and not 6 more than 60 days prior to the date fixed for redemption. Notices of redemption may be subject to satisfaction or waiver of one or more conditions precedent specified in the notice of redemption. A "Change of Control” will be deemed to have occurred at the time after the Notes are originally issued if: any "Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "Beneficial Owner” (as (1) defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have "Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, (2) or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction; (3) "Continuing Directors” (as defined below) cease to constitute at least a majority of the Company’s board of directors; or if after the Notes are initially listed on the NYSE or another national securities exchange, the Notes fail, or at any point cease, to be (4) listed on the NYSE or such other national securities exchange. For the avoidance of doubt, it shall not be a Change of Control if after the Notes are initially listed on the NYSE or another national securities exchange, such Notes are subsequently listed on a different national securities exchange and the prior listing is terminated. "Continuing Director” means a director who either was a member of our board of directors on the issue date of the Notes or who becomes a member of our board of directors subsequent to that date and whose election, appointment or nomination for election by our stockholders is duly approved by a majority of the continuing directors on our board of directors at the time of such approval by such election or appointment. "Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote generally in the election of the Board of Directors of such Person. Events of Default Holders of our Notes will have rights if an Event of Default occurs in respect of the Notes and is not cured, as described later in this subsection. The term "Event of Default” in respect of the Notes means any of the following: ● ● ● ● we do not pay interest on any Note when due, and such default is not cured within 30 days; we do not pay the principal of the Notes when due and payable; we breach any covenant or warranty in the indenture with respect to the Notes and such breach continues for 60 days after we receive a written notice of such breach from the trustee or the holders of at least 25% of the principal amount of the Notes; and certain specified events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 90 days. The trustee may withhold notice to the holders of the Notes of any default, except in the payment of principal or interest, if the trustee in good faith determines the withholding of notice to be in the interest of the holders of the Notes. 7 Each year, we will furnish to the trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the Notes, or else specifying any default, its status and what actions we are taking or propose to take with respect thereto. Remedies if an Event of Default Occurs If an Event of Default has occurred and is continuing, the trustee or the holders of not less than 25% of the outstanding principal amount of the Notes may declare the entire principal amount of the Notes, together with accrued and unpaid interest, if any, to be due and payable immediately by a notice in writing to us and, if notice is given by the holders of the Notes, the trustee. This is called an "acceleration of maturity.” If the Event of Default occurs in relation to our filing for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur, the principal amount of the Notes, together with accrued and unpaid interest, if any, will automatically, and without any declaration or other action on the part of the trustee or the holders, become immediately due and payable. At any time after a declaration of acceleration of the Notes has been made by the trustee or the holders of the Notes and before any judgment or decree for payment of money due has been obtained by the trustee, the holders of a majority of the outstanding principal of the Notes, by written notice to us and the trustee, may rescind and annul such declaration and its consequences if (i) we have paid or deposited with the trustee all amounts due and owed with respect to the Notes (other than principal that has become due solely by reason of such acceleration) and certain other amounts, and (ii) any other Events of Default have been cured or waived. At our election, the sole remedy with respect to an Event of Default due to our failure to comply with certain reporting requirements under the Trust Indenture Act or under "—Covenants—Reporting” below, for the first 180 calendar days after the occurrence of such Event of Default, consists exclusively of the right to receive additional interest on the Notes at an annual rate equal to (1) 0.25% for the first 90 calendar days after such default and (2) 0.50% for calendar days 91 through 180 after such default. On the 181st day after such Event of Default, if such violation is not cured or waived, the trustee or the holders of not less than 25% of the outstanding principal amount of the Notes may declare the principal, together with accrued and unpaid interest, if any, on the Notes to be due and payable immediately. If we choose to pay such additional interest, we must notify the trustee and the holders of the Notes by certificate of our election at any time on or before the close of business on the first business day following the Event of Default and we shall deliver to the trustee an officer’s certificate (upon which the trustee may rely conclusively) to that effect stating (i) the amount of such additional interest that is payable and (ii) the date on which such additional interest is payable. Unless and until the trustee receives such a certificate, the trustee may assume without inquiry that no such additional interest is payable and the trustee shall not have any duty to verify our calculations of additional interest. Before a holder of the Notes is allowed to bypass the trustee and bring a lawsuit or other formal legal action or take other steps to enforce such holder’s rights relating to the Notes, the following must occur: ● ● ● ● ● such holder must give the trustee written notice that the Event of Default has occurred and remains uncured; the holders of at least 25% of the outstanding principal of the Notes must have made a written request to the trustee to institute proceedings in respect of such Event of Default in its own name as trustee; such holder or holders must have offered to the trustee indemnity satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request; the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and no direction inconsistent with such written request has been given to the trustee during such 60-day period by holders of a majority of the outstanding principal of the Notes. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default. 8 The holders of a majority in principal amount of the outstanding Notes may waive any default or Event of Default and its consequences, except defaults or Events of Default regarding payment of principal, premium, if any, or interest, unless we have cured the default or Event of Default in accordance with the indenture. Any waiver shall cure the default or Event of Default. Subject to the terms of the indenture, if an Event of Default occurs and continues, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders have offered the trustee security or indemnity satisfactory to the trustee. The holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the Notes, provided that: ● ● the direction so given by the holder is not in conflict with any law or the indenture, nor does it subject the trustee to a risk of personal liability in respect of which the trustee has not received indemnification satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or not taking such action; and the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction. A holder of the Notes will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if: ● ● ● the holder has given written notice to the trustee of a continuing Event of Default; the holders of at least 25% in aggregate principal amount of the then-outstanding Notes have made written request to the trustee to institute proceedings in respect of such Event of Default in its own name as trustee under the indenture, and such holders have offered security or indemnity satisfactory to the trustee to institute the proceeding as trustee; and the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding Notes other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder if we default in the payment of the principal, premium, if any, or interest on, the Notes. Book-entry and other indirect holders of the Notes should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity. Waiver of Defaults The holders of not less than a majority of the outstanding principal amount of the Notes may on behalf of the holders of all Notes waive any past default with respect to the Notes other than (i) a default in the payment of principal or interest on the Notes when such payments are due and payable (other than by acceleration as described above), or (ii) in respect of a covenant that cannot per the terms of the indenture be modified or amended without the consent of each holder of Notes. Covenants In addition to standard covenants relating to payment of principal and interest, maintaining an office where payments may be made or securities can be surrendered for payment, payment of taxes by us and related matters, the following covenants will apply to the Notes. Merger, Consolidation or Sale of Assets 9 The indenture provides that we will not merge or consolidate with or into any other person (other than a merger of a wholly owned subsidiary into us), or sell, transfer, lease, convey or otherwise dispose of all or substantially all our property in any one transaction or series of related transactions unless: ● ● ● ● we are the surviving entity or the entity (if other than us) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made will be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; the surviving entity (if other than us) expressly assumes, by supplemental indenture in form reasonably satisfactory to the trustee, executed and delivered to the trustee by such surviving entity, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes outstanding, and the due and punctual performance and observance of all the covenants and conditions of the indenture to be performed by us; immediately after giving effect to such transaction or series of related transactions, no default or Event of Default has occurred and is continuing; and in the case of a merger where the surviving entity is other than us, we or such surviving entity will deliver, or cause to be delivered, to the trustee, an officers’ certificate and an opinion of counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto, comply with this covenant and that all conditions precedent in the indenture relating to such transaction have been complied with; provided that in giving an opinion of counsel, counsel may rely on an officers’ certificate as to any matters of fact, including as to the satisfaction of the preceding bullet. The surviving entity (if other than us) will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and the indenture, and the Company will automatically and unconditionally be released and discharged from its obligations under the Notes and the indenture. Reporting If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with GAAP, as applicable. The posting or delivery of any such information, documents and reports to the trustee is for informational purposes only and the trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the covenants under the indenture (as to which the trustee is entitled to rely exclusively on an officer’s certificate). The trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with any protected online data system or participate on any conference calls. Modification or Waiver There are three types of changes we can make to the indenture and the Notes: Changes Not Requiring Approval We can make certain changes to the indenture and the Notes without the specific approval of the holders of the Notes. This type is limited to clarifications and certain other changes that would not adversely affect holders of the Notes in any material respect and include changes: 10 ● ● ● ● ● ● ● to evidence the succession of another corporation, and the assumption by the successor corporation of our covenants, agreements and obligations under the indenture and the Notes; to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default; to modify, eliminate or add to any of the provisions of the indenture to such extent as necessary to effect the qualification of the indenture under the Trust Indenture Act, and to add to the indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act; to cure any ambiguity or to correct or supplement any provision contained in the indenture or in any supplemental indenture which may be defective or inconsistent with other provisions; to secure the Notes; to evidence and provide for the acceptance and appointment of a successor trustee and to add or change any provisions of the indenture as necessary to provide for or facilitate the administration of the trust by more than one trustee; and to make provisions in regard to matters or questions arising under the indenture, so long as such other provisions do not materially affect the interest of any other holder of the Notes. Changes Requiring Approval of Each Holder We cannot make certain changes to the Notes without the specific approval of each holder of the Notes. The following is a list of those types of changes: ● ● ● ● ● ● changing the stated maturity of the principal of, or any installment of interest on, any Note; reducing the principal amount or rate of interest of any Note; changing the place of payment where any Note or any interest is payable; impairing the right to institute suit for the enforcement of any payment on or after the date on which it is due and payable; reducing the percentage in principal amount of holders of the Notes whose consent is needed to modify or amend the indenture; and reducing the percentage in principal amount of holders of the Notes whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults. Changes Requiring Majority Approval Any other change to the indenture and the Notes would require the approval by holders of not less than a majority in aggregate principal amount of the outstanding Notes. Consent from holders to any change to the indenture or the Notes must be given in writing. The consent of the holders of the Notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Further Details Concerning Voting The amount of Notes deemed to be outstanding for the purpose of voting will include all Notes authenticated and delivered under the indenture as of the date of determination except: ● ● Notes cancelled by the trustee or delivered to the trustee for cancellation; Notes for which we have deposited with the trustee or paying agent or set aside in trust money for their payment or redemption and, if money has been set aside for the redemption of the Notes, notice of such redemption has been duly given pursuant to the indenture to the satisfaction of the trustee; 11 ● ● ● Notes held by the Company, its subsidiaries or any other entity which is an obligor under the Notes, unless such Notes have been pledged in good faith and the pledgee is not the Company, an affiliate of the Company or an obligor under the Notes; Notes which have undergone full defeasance, as described below; and Notes which have been paid or exchanged for other Notes due to such Notes loss, destruction or mutilation, with the exception of any such Notes held by bona fide purchasers who have presented proof to the trustee that such Notes are valid obligations of the Company. We will generally be entitled to set any day as a record date for the purpose of determining the holders of the Notes that are entitled to vote or take other action under the indenture, and the trustee will generally be entitled to set any day as a record date for the purpose of determining the holders of the Notes that are entitled to join in the giving or making of any Notice of Default, any declaration of acceleration of maturity of the Notes, any request to institute proceedings or the reversal of such declaration. If we or the trustee set a record date for a vote or other action to be taken by the holders of the Notes, that vote or action can only be taken by persons who are holders of the Notes on the record date and, unless otherwise specified, such vote or action must take place on or prior to the 180th day after the record date. We may change the record date at our option, and we will provide written notice to the trustee and to each holder of the Notes of any such change of record date. Discharge The indenture will provide that we can elect to be discharged from our obligations with respect to the Notes, except for specified obligations, including obligations to: ● ● ● ● register the transfer or exchange of the Notes; replace stolen, lost or mutilated Notes; maintain paying agencies; and hold monies for payment in trust. In order to exercise our rights to be discharged, we must (i) deposit with the trustee money or U.S. government obligations, or a combination thereof, sufficient (to the extent of any U.S. government obligations, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to generate enough cash to make interest, principal and any other applicable payments on the Notes on the applicable due date) to pay all the principal of, any premium and interest on, the Notes on the dates payments are due, (ii) deliver irrevocable instructions to the trustee to apply the deposited cash and/or U.S. government obligations toward the payment of the Notes at maturity or on the redemption date, as the case may be, and (iii) deliver an officer’s certificate and opinion of counsel to the trustee stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with. "U.S. government obligations” means securities that are (1) direct obligations of the United States for the payment of which its full faith and credit is pledged, or (2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which in either case, are not callable or redeemable by the issuer thereof and shall also include a depository receipt issued by a bank (as defined in Section 3(a) (2) of the Securities Act) as custodian with respect to any such U.S. government obligations or a specific payment of principal of or interest on any such U.S. government obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. government obligations or the specific payment of principal of or interest on the U.S. government obligations evidenced by such depository receipt. Defeasance The following defeasance provisions will be applicable to the Notes. "Defeasance” means that, by irrevocably depositing with the trustee an amount of cash denominated in U.S. dollars and/or U.S. government obligations sufficient to pay all principal and interest, if any, on the Notes when due and satisfying any additional conditions 12 noted below, we will be deemed to have been discharged from our obligations under the Notes. In the event of a "covenant defeasance,” upon depositing such funds and satisfying similar conditions discussed below we would be released from certain covenants under the indenture governing the Notes. The consequences to the holders of the Notes would be that, while they would no longer benefit from certain covenants under the indenture, and while the Notes could not be accelerated for any reason, the holders of the Notes nonetheless would be guaranteed to receive the principal and interest owed to them. Covenant Defeasance Under the indenture, we have the option to take the actions described below and be released from some of the restrictive covenants under the indenture under which the Notes were issued. This is called "covenant defeasance.” In that event, holders of the Notes would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay the Notes. In order to achieve covenant defeasance, the following must occur: ● ● ● ● ● ● ● ● we must irrevocably deposit or cause to be deposited with the trustee as trust funds for the benefit of all holders of the Notes cash, U.S. government obligations or a combination of cash and U.S. government obligations sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to generate enough cash to make interest, principal and any other applicable payments on the Notes on their various due dates; we must deliver to the trustee an opinion of counsel stating that under U.S. federal income tax law, we may make the above deposit and covenant defeasance without causing holders to be taxed on the Notes differently than if those actions were not taken; we must deliver to the trustee an officers’ certificate stating that the Notes, if then listed on any securities exchange, will not be delisted as a result of the deposit; no default or Event of Default with respect to the Notes has occurred and is continuing, and no defaults or Events of Defaults related to bankruptcy, insolvency or organization occurs during the 90 days following the deposit; the covenant defeasance must not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act; the covenant defeasance must not result in a breach or violation of, or constitute a default under, the indenture or any other material agreements or instruments to which we are a party; the covenant defeasance must not result in the trust arising from the deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act”), unless such trust will be registered under the Investment Company Act or exempt from registration thereunder; and we must deliver to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the covenant defeasance have been complied with. Full Defeasance If there is a change in U.S. federal income tax law, we can legally release ourselves from all payment and other obligations on the Notes if we take the following actions below: ● ● we must irrevocably deposit or cause to be deposited with the trustee as trust funds for the benefit of all holders of the Notes cash, U.S. government obligations or a combination of cash and U.S. government obligations sufficient, without reinvestment, in the opinion of a nationally recognized firm, of independent public accountants, investment bank or appraisal firm, to generate enough cash to make interest, principal and any other applicable payments on the Notes on their various due dates; we must deliver to the trustee an opinion of counsel confirming that there has been a change to the current U.S. federal income tax law or an Internal Revenue Service ruling that allows us to make the above deposit without causing holders to be taxed on the Notes any differently than if we did not make the deposit; 13 ● ● ● ● ● ● we must deliver to the trustee an officers’ certificate stating that the Notes, if then listed on any securities exchange, will not be delisted as a result of the deposit; no default or Event of Default with respect to the Notes has occurred and is continuing and no defaults or Events of Defaults related to bankruptcy, insolvency or organization occurs during the 90 days following the deposit; the full defeasance must not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act; the full defeasance must not result in a breach or violation of, or constitute a default under, the indenture or any other material agreements or instruments to which we are a party; the full defeasance must not result in the trust arising from the deposit constituting an investment company within the meaning of the Investment Company Act unless such trust will be registered under the Investment Company Act or exempt from registration thereunder; and we must deliver to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the full defeasance have been complied with. In the event that the trustee is unable to apply the funds held in trust to the payment of obligations under the Notes by reason of a court order or governmental injunction or prohibition, then those of our obligations discharged under the full defeasance or covenant defeasance will be revived and reinstated as though no deposit of funds had occurred, until such time as the trustee is permitted to apply all funds held in trust under the procedure described above to the payment of obligations under the Notes. However, if we make any payment of principal or interest on the Notes to the holders, we will have the right to receive such payments from the trust in the place of the holders. Counsel may rely on an officers’ certificate as to any matters of fact in giving an opinion of counsel in connection with the full defeasance or covenant defeasance provisions. Listing The Notes are listed on NASDAQ under the symbol "METCL.” Governing Law The indenture and the Notes will be governed by and construed in accordance with the laws of the State of New York. Global Notes; Book-Entry Issuance The Notes are issued in the form of one or more global certificates, or "Global Notes,” registered in the name of The Depository Trust Company, or "DTC.” DTC has informed us that its nominee is Cede & Co. and Cede & Co. is thus the initial registered holder of the Notes. No person that acquires a beneficial interest in the Notes is entitled to receive a certificate representing that person’s interest in the Notes except as described herein. Unless and until definitive securities are issued under the limited circumstances described below, all references to actions by holders of the Notes will refer to actions taken by DTC upon instructions from its participants, and all references to payments and notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered holder of these securities. DTC has informed us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation” within the meaning of the New York Uniform Commercial Code, and a "clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants, or "Direct Participants,” deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing 14 corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation, or "DTCC.” DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants” and, together with Direct Participants, "Participants”). DTC has an S&P rating of AA+ and a Moody’s rating of Aaa. The DTC Rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com. Purchases of the Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Notes on DTC’s records. The ownership interest of each actual purchaser of each Note, or the "Beneficial Owner,” is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Notes, except in the event that use of the book-entry system for the Notes is discontinued. To facilitate subsequent transfers, all Notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts the Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to DTC. If less than all of the Notes are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the Notes to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance with DTC’s applicable procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions and interest payments on the Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the applicable trustee or depositary on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with the Notes held for the accounts of customers in bearer form or registered in "street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the applicable trustee or depositary, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of us or the applicable trustee or depositary. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct Participants and Indirect Participants. 15 The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof. None of the Company, the trustee, any depositary, or any agent of any of them will have any responsibility or liability for any aspect of DTC’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial interests. Termination of a Global Note If a Global Note is terminated for any reason, interest in it will be exchanged for certificates in non-book-entry form as certificated securities. After such exchange, the choice of whether to hold the certificated Notes directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a Global Note transferred on termination to their own names, so that they will be holders of the Notes. See "—Form, Exchange and Transfer of Certificated Registered Securities.” Payment and Paying Agents We will pay interest to the person listed in the trustee’s records as the owner of the Notes at the close of business on the record date for the applicable interest payment date, even if that person no longer owns the Note on the interest payment date. Because we pay all the interest for an interest period to the holders on the record date, holders buying and selling the Notes must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the Notes to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. Payments on Global Notes We will make payments on the Notes so long as they are represented by Global Notes in accordance with the applicable policies of the depositary in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interest in the Global Notes. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants. Payments on Certificated Securities In the event the Notes become represented by certificates, we will make payments on the Notes as follows. We will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder of the Note at his or her address shown on the trustee’s records as of the close of business on the record date. We will make all payments of principal by check or wire transfer at the office of the trustee in the contiguous United States and/or at other offices that may be specified in the indenture or a notice to holders against surrender of the Note. Payment When Offices Are Closed If any payment is due on the Notes on a day that is not a business day, we will make the payment on the next day that is a business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original due date. Such payment will not result in a default under the Notes or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business day. Book-entry and other indirect holders should consult their banks or brokers for information on how they will receive payments on the Notes. Form, Exchange and Transfer of Certificated Registered Securities 16 Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related Notes only if: ● ● ● DTC notified us at any time that it is unwilling or unable to continue as depositary for the Global Notes; DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934, as amended; or an Event of Default with respect to such Global Note has occurred and is continuing. Holders may exchange their certificated securities for Notes of smaller denominations or combined into fewer Notes of larger denominations, as long as the total principal amount is not changed and as long as the denomination is equal to or greater than $25. Holders may exchange or transfer their certificated securities at the office of the trustee. We have appointed the trustee to act as our agent for registering the Notes in the name of holders transferring Notes. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts. Holders will not be required to pay a service charge for any registration of transfer or exchange of their certificated securities, but they may be required to pay any tax or other governmental charge associated with the registration of transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. If we redeem any of the Notes, we may block the transfer or exchange of those Notes selected for redemption during the period beginning 15 days before the day we deliver the notice of redemption and ending on the day of such delivery, in order to determine or fix the list of holders. We may also refuse to register transfers or exchanges of any certificated Notes selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any Note that will be partially redeemed. About the Trustee Wilmington Savings Fund Society, FSB is the trustee under the indenture and the principal paying agent and registrar for the Notes. The trustee may resign or be removed with respect to the Notes provided that a successor trustee is appointed to act with respect to the Notes. 17 Exhibit 21.1 Subsidiaries of Ramaco Resources, Inc. Entity Ramaco Development, LLC Ram Mining, LLC Ramaco Coal Sales, LLC Ramaco Resources, LLC Ramaco Resources Land Holdings, LLC Ramaco Coal, Inc. Maben Coal, LLC Carbon Resources Development, Inc. Ramaco Coal, LLC Ramaco Royalty, LLC Ramaco Royalty Company, LLC Ramaco Royalty GP, LLC Ramaco Royalty Development, LLC Ramaco Royalty, LP Ramaco Wyoming Coal Co., LLC Ram Farms, LLC Brook Mining, LLC Ramaco Northern Appalachia, LLC Ramaco Power, LLC Ramaco iCam, LLC Sheridan IPARK, LLC Wyoming IPARK, LLC Ramaco Carbon, LLC Camp Life Sciences, Inc. Carbon Advanced Chemicals, Inc. Carbon Advanced Materials, LLC Ramaco 3D, LLC Carbon Holdings Intellectual Properties, LLC Carbon Advanced Building, Inc. Carbon Advanced Materials, Inc. Carbon Advanced Pitch, Inc. Ramaco Realty, LLC Carbon Advanced Materials & Products, Inc. State of Formation Delaware Delaware Delaware Delaware Delaware Delaware Delaware West Virginia Delaware Wyoming Delaware Delaware Delaware Delaware Wyoming Delaware Wyoming Delaware Wyoming Wyoming Wyoming Wyoming Wyoming Delaware Delaware Wyoming Wyoming Wyoming Delaware Delaware Delaware Wyoming Delaware CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-215913 on Form S-8 and Registration Statement No. 333-261228 on Form S-3 of Ramaco Resources, Inc. of our report dated March 14, 2023 relating to the consolidated financial statements and the effectiveness of Ramaco Resources, Inc.'s internal control over financial reporting, appearing in this Form 10-K. Exhibit 23.1 /s/ MCM CPAs & Advisors LLP Louisville, Kentucky March 14, 2023 CONSENT OF WEIR INTERNATIONAL, INC. With respect to the SEC filings by Ramaco Resources, Inc. (the "Company”), including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2022, Weir International, Inc., as independent mining engineers and geologists, hereby consents to the use of information contained in the Technical Report Summaries for each of the Berwind and Knox Creek Complexes, dated March 9, 2023, and incorporation by reference of such information in the Company’s Registration Statements on Form S-8 (File No. 333-265384 and File No. 333- 215913) and Form S-3 (File No. 333-261228). We also consent to the reference to Weir International, Inc. in those filings and any amendments thereto. Exhibit 23.2 WEIR INTERNATIONAL, INC. /s/ Fran X. Taglia Fran X. Taglia President March 14, 2023 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-215913 on Form S-8 and Registration Statement No. 333-261228 on Form S-3 of Ramaco Resources, Inc. of our report dated March 31, 2022 relating to the consolidated financial statements for the year ended December 31, 2021, appearing in this Annual Report on Form 10-K. /s/ Crowe LLP Exhibit 23.4 Houston, Texas March 14, 2023 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-215913) and Form S-3 (No. 333-261228) of Ramaco Resources, Inc. of our report dated February 18, 2021, with respect to the consolidated statements of operations, equity, and cash flows of Ramaco Resources, Inc. for the year ended December 31, 2020, which report appears in this Annual Report on Form 10-K. /s/ Briggs & Veselka Co. Exhibit 23.5 Houston, Texas March 14, 2023 Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended I, Randall W. Atkins, certify that: 20 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2022 of Ramaco Resources, Inc. (the "registrant”); Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 14, 2023 /s/ Randall W. Atkins Randall W. Atkins Chairman and Chief Executive Officer Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended I, Jeremy R. Sussman, certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2022 of Ramaco Resources, Inc. (the "registrant”); Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 14, 2023 /s/ Jeremy R. Sussman Jeremy R. Sussman Chief Financial Officer Exhibit 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 In connection with the Annual Report on Form 10-K for the year ended December 31, 2022 of Ramaco Resources, Inc. (the "Company”), as filed with the Securities and Exchange Commission on the date hereof (the "Report”), I, Randall W. Atkins, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) (2) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 0 Date: March 14, 2023 /s/ Randall W. Atkins Randall W. Atkins Chairman and Chief Executive Officer Exhibit 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 In connection with the Annual Report on Form 10-K for the year ended December 31, 2022 of Ramaco Resources, Inc. (the "Company”), as filed with the Securities and Exchange Commission on the date hereof (the "Report”), I, Jeremy R. Sussman, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) (2) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 14, 2023 /s/ Jeremy R. Sussman Jeremy R. Sussman Chief Financial Officer Exhibit 95.1 Federal Mine Safety and Health Act Information We work to prevent accidents and occupational illnesses. We have in place health and safety programs that include extensive employee training, safety incentives, drug and alcohol testing and safety audits. The objectives of our health and safety programs are to provide a safe work environment, provide employees with proper training and equipment and implement safety and health rules, policies and programs that foster safety excellence. Our mining operations are subject to extensive and stringent compliance standards established pursuant to the Federal Mine Safety and Health Act of 1977 (the "Mine Act”). Mine Safety and Health Administration ("MSHA”) monitors and rigorously enforces compliance with these standards, and our mining operations are inspected frequently. Citations and orders are issued by MSHA under Section 104 of the Mine Act for violations of the Mine Act or any mandatory health or safety standard, rule, order or regulation promulgated under the Mine Act. Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act”) and Item 104 of Regulation S-K requires issuers to include in periodic reports filed with the U.S. Securities and Exchange Commission certain information relating to citations or orders for violations of standards under the Mine Act. We present information below regarding certain mining safety and health violations, orders and citations, issued by MSHA and related assessments and legal actions and mine-related fatalities with respect to our coal mining operations. In evaluating this information, consideration should be given to factors such as: (i) the number of violations, orders and citations will vary depending on the size of the coal mine, (ii) the number of violations, orders and citations issued will vary from inspector to inspector and mine to mine, and (iii) violations, orders and citations can be contested and appealed, and in that process, are often reduced in severity and amount, and are sometimes dismissed. The following tables include information required by the Dodd-Frank Act and Item 404 of Regulation S-K for the current year. The mine data retrieval system maintained by MSHA may show information that is different than what is provided herein. Any such difference may be attributed to the need to update that information on MSHA’s system and/or other factors. The tables below do not include any orders or citations issued to independent contractors at our mines. Mine or Operating Name / MSHA Identification Number Active Operations Eagle Seam Deep Mine - 46-09495 Coal Creek Prep Plant (VA) - 44-05236 Elk Creek Prep Plant - 46-02444 Stonecoal Branch Mine No. 2 - 46-08663 Ram Surface Mine No. 1 - 46-09537 Highwall Miner No. 1 - 46-09219 Berwind Deep Mine - 46-09533 No. 2 Gas Deep Mine - 46-09541 Triad No. 2 - 46-09628 Triad Poca 4 Seam Deep Mine - 46-09591 Big Creek Surface Mine - 44-07162 Laurel Fork - 46-09084 Jawbone Mine No. 1 - 44-07369 Berwind Prep Plant - 46-05449 Michael Powellton Deep Mine – 46-09602 Crucible Deep Mine - 46-09614 Triple S – HWM No. 3 Section 104(a) S&S Citations(1) Section 104(b) Orders(2) Section 104(d) Citations and Orders(3) Section 110(b)(2) Violations(4) Section 107(a) Orders(5) Total Dollar Value of MSHA Assessments Proposed (in thousands)(6) 1.0 16 1 5 31 4 0 27 12 6 17 1 14 10 0 31 12 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3 0 0 0 0 0 4 0 0 0 0 0 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 0.0 133.7 4.1 136.2 5.4 0.4 92.0 33.9 2.5 80.3 0.3 12.6 4.7 1.3 27.2 9.9 Mine or Operating Name / MSHA Identification Number Active Operations Eagle Seam Deep Mine - 46-09495 Coal Creek Prep Plant (VA) - 44-05236 Elk Creek Prep Plant - 46-02444 Stonecoal Branch Mine No. 2 - 46-08663 Ram Surface Mine No. 1 - 46-09537 Highwall Miner No. 1 - 46-09219 Berwind Deep Mine - 46-09533 No. 2 Gas - 46-09541 Triad No. 2 - 46-09628 Triad Poca 4 Seam Deep Mine - 46-09591 Big Creek Surface Mine - 44-07162 Laurel Fork - 46-09084 Jawbone Mine No. 1 - 44-07369 Berwind Prep Plant – 46-05449 Michael Powellton Deep Mine - 46-09602 Crucible Deep Mine – 46-09614 Triple S – HWM No. 3 Total Number of Mining Related Fatalities Received Notice of Pattern of Violations Under Section 104(e) (yes/no)(7) Legal Actions Pending as of Last Day of Period Legal Actions Initiated During Period Legal Actions Resolved During Period 0 0 0 0 0 0 1 0 0 0 0 0 0 No No No No No No No No No No No No No No No No No 0 0 0 0 14 0 0 9 0 0 0 0 0 0 0 0 0 0 33 0 0 24 0 0 9 2 0 4 0 0 0 0 43 0 0 38 3 0 11 8 0 12 0 0 0 0 6 6 0 0 0 0 0 0 0 The number of legal actions pending before the Federal Mine Safety and Health Review Commission as of December 31, 2022, that fall into each of the following categories is as follows: Mine or Operating Name / MSHA Identification Number Active Operations Eagle Seam Deep Mine - 46-09495 Coal Creek Prep Plant (VA) - 44-05236 Elk Creek Prep Plant - 46-02444 Stonecoal Branch Mine No. 2 - 46-08663 Ram Surface Mine No. 1 - 46-09537 Highwall Miner No. 1 - 46-09219 Berwind Deep Mine - 46-09533 No. 2 Gas - 46-09541 Triad No. 2 - 46-09628 Triad Poca 4 Seam Deep Mine - 46-09591 Big Creek Surface - 44-07162 Laurel Fork - 46-09084 Jawbone Mine No. 1 - 44-07369 Berwind Prep Plant – 46-05449 Michael Powellton Deep Mine - 46-09602 Crucible Deep Mine – 46-09614 Triple S – HWM No. 3 Contests of Citations and Orders Contests of Proposed Penalties Complaints for Compensation Complaints of Discharge / Discrimination / Interference Applications for Temporary Relief Appeals of Judge’s Ruling 14 0 0 9 0 0 0 0 0 0 0 0 0 0 6 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (1) Mine Act Section 104(a) significant and substantial ("S&S”) citations shown above are for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a coal mine health and safety hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104(a) S&S citations in this column. (2) Mine Act Section 104(b) orders are for alleged failures to totally abate a citation within the time period specified in the citation. (3) Mine Act Section 104(d) citations and orders are for an alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with mandatory health or safety standards. (4) Mine Act Section 110(b)(2) violations are for an alleged "flagrant” failure (i.e., reckless or repeated) to make reasonable efforts to eliminate a known violation of a mandatory safety or health standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury. (5) Mine Act Section 107(a) orders are for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated and result in orders of immediate withdrawal from the area of the mine affected by the condition. (6) Amounts shown include assessments proposed by MSHA on all citations and orders, including those citations and orders that are not required to be included within the above chart. (7) Mine Act Section 104(e) written notices are for an alleged pattern of violations of mandatory health or safety standards that could significantly and substantially contribute to a coal mine safety or health hazard. Exhibit 96.1 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Notice Weir International, Inc. (WEIR) was retained by Ramaco Resources, Inc. (Ramaco) to prepare this Technical Report Summary (TRS) related to Ramaco’s Berwind Complex. This report provides a statement of Ramaco’s coal reserves and resources at its Berwind Complex, and has been prepared in accordance with the United States Securities and Exchange Commission (SEC), Regulation S-K 1300 for Mining Property Disclosure (S-K 1300) and 17 Code of Federal Regulations (CFR) § 229.601(b)(96)(iii)(B) reporting requirements. This report was prepared for the sole use of Ramaco, and its affiliates and is effective as of December 31, 2022. This report was prepared by full-time WEIR personnel who meet the SEC’s definition of Qualified Persons (QPs) with sufficient experience in the relevant type of mineralization and deposit under consideration in this report. In preparing this report, WEIR relied upon data, written reports and statements provided by Ramaco. WEIR has taken all appropriate steps, in its professional opinion, to ensure information provided by Ramaco is reasonable and reliable for use in this report. The accuracy of reserve and resource estimates are, in part, a function of the quality and quantity of available data at the time this report was prepared. Estimates presented herein are considered reasonable. However, they should be accepted with the understanding that with additional data and analysis available subsequent to the date of this report, the estimates may necessitate revision which may be material. Certain information set forth in this report contains "forward-looking information”, including production, productivity, operating costs, capital costs, sales prices, and other assumptions. These statements are not guarantees of future performance and undue reliance should not be placed on them. The assumptions used to develop the forward-looking information and the risks that could cause the actual results to differ materially are detailed in the body of this report. WEIR and its personnel are not affiliates of Ramaco or any other entity with ownership, royalty or other interest in the subject property of this report. Weir International, Inc. hereby consents to the use of Ramaco’s Berwind Complex coal reserve and resource estimates as of December 31, 2022. Qualified Person: /s/ Weir International, Inc. March 9, 2023 Weir International, Inc. 1431 Opus Place, Suite 210 Downers Grove, Illinois 60515 Date: Address: March 9, 2023 Page i Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 1.0 Executive Summary 1.1 Property Description 1.2 Geological Setting and Mineralization 1.3 Exploration 1.4 Development and Operations 1.5 Mineral Reserve and Resource Estimate 1.6 Economic Evaluation 1.7 Environmental Studies and Permitting Requirements 1.8 Conclusions and Recommendations Introduction 2.0 2.1 Registrant 2.2 Terms of Reference and Purpose 2.3 Sources of Information and Data 2.4 Details of the Personal Inspection of the Property 2.5 Previous TRS 3.0 Property Description 3.1 Property Location 3.2 Property Area 3.3 Property Control 3.4 Mineral Control 3.5 Significant Property Encumbrances and Permit Status 3.6 Significant Property Factors and Risks 3.7 Royalty Interest 4.0 Accessibility, Climate, Local Resources, Infrastructure, and Physiography 4.1 Topography, Elevation, and Vegetation 4.2 Property Access 4.3 Climate and Operating Season 4.4 Infrastructure 5.0 History 5.1 Previous Operations 5.2 Previous Exploration and Development 6.0 Geological Setting, Mineralization, and Deposit 6.1 Regional, Local, and Property Geology 6.1.1 Regional Geology 6.1.2 Local Geology 6.1.3 Property Geology 6.2 Mineral Deposit Type and Geological Model 6.3 Stratigraphic Column and Cross section TABLE OF CONTENTS Page 1 1 3 3 4 5 6 7 9 11 11 11 12 13 14 15 15 15 16 17 19 19 20 21 21 21 22 22 24 24 24 26 26 26 26 27 27 28 March 9, 2023 Page ii Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 7.0 7.1 7.2 7.3 7.4 7.5 7.6 Exploration Non-Drilling Exploration Drilling Hydrogeological Data Geotechnical Data Site Map and Drillhole Locations Other Relevant Drilling Data Sample Preparation, Analyses, and Security Sample Preparation Methods and Quality Control Laboratory Sample Preparation, Assaying, and Analytical Procedures SGS North America Inc. Precision Testing Laboratory, Inc 8.0 8.1 8.2 8.2.1 8.2.2 8.2.3 Other Laboratories 8.3 8.4 Quality Control Procedures and Quality Assurance Sample Preparation, Security, and Analytical Procedures Adequacy 9.0 9.1 9.2 9.3 Data Verification Data Verification Procedures Data Verification Limitations Adequacy of Data 10.0 Mineral Processing and Metallurgical Testing 10.1 Mineral Processing Testing and Analytical Procedures 10.2 Mineralization Sample Representation 10.3 10.4 10.5 Analytical Laboratories Relevant Results and Processing Factors Data Adequacy Key Assumptions, Parameters, and Methods Estimates of Mineral Resources Technical and Economic Factors for Determining Prospects of Economic Extraction 11.0 Mineral Resource Estimates 11.1 11.2 11.3 11.4 Mineral Resource Classification 11.5 11.6 11.7 Uncertainty in Estimates of Mineral Resources Additional Commodities or Mineral Equivalent Risk and Modifying Factors Key Assumptions, Parameters, and Methods Estimates of Mineral Reserves Estimates of Reserve Cut-off Grade 12.0 Mineral Reserve Estimates 12.1 12.2 12.3 12.4 Mineral Reserve Classification 12.5 12.6 Coal Reserve Quality and Sales Price Risk and Modifying Factors Page 30 30 30 31 32 32 34 35 35 35 35 35 35 36 36 37 37 38 38 39 39 39 39 40 41 42 42 46 47 47 51 52 52 54 54 55 56 56 57 58 March 9, 2023 Page iii Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Production, Mine Life, Dimensions, Dilution, and Recovery Geotechnical and Hydrological models 13.0 Mining Methods 13.1 13.1.1 Geotechnical Model 13.1.2 Hydrogeological Model 13.1.3 Other Mine Design and Planning Parameters 13.2 13.2.1 Production Rates 13.2.2 Expected Mine Life 13.2.3 Mine Design Dimensions 13.2.4 Mining Dilution 13.2.5 Mining Recovery 13.3 13.3.1 Underground Development Requirements 13.3.2 Reclamation (Backfilling) Requirements 13.4 Mining Equipment and Personnel 13.4.1 Mining Equipment 13.4.2 Staffing 13.5 Development and Reclamation Requirements Life of Mine Plan Map 14.0 14.1 14.2 14.3 Processing and Recovery Methods Plant Process and Flowsheet Plant Processing Design, Equipment Characteristics and Specifications Energy, Water, Process Materials, and Personnel Requirements Infrastructure 15.0 Roads 15.1 Rail 15.2 Power 15.3 15.4 Water 15.5 15.6 15.7 Map of Infrastructure Pipelines Port Facilities, Dams, and Refuse Disposal 16.0 Market Studies 16.1 Markets 16.2 Material Contracts 16.3 Price Forecast Environmental Studies, Permitting, and Local Individuals or Groups Agreements 17.0 Environmental Studies 17.1 Refuse Disposal and Water Management 17.2 Permits and Bonding 17.3 17.4 Local Stakeholders 17.5 Mine Closure Plans 17.6 Environmental Compliance, Permitting, and Local Individuals or Groups Issues Page 59 59 59 60 62 62 62 64 65 66 66 66 66 67 67 67 68 71 76 76 78 79 80 80 80 80 80 80 81 81 83 83 84 84 86 86 87 90 91 92 93 March 9, 2023 Page iv Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 18.0 Capital and Operating Costs Capital Expenditures 18.1 Operating Costs and Risks 18.2 19.0 19.1 19.2 19.3 Economic Analysis Assumptions, Parameters, and Methods Economic Analysis and Annual Cash Flow Forecast Sensitivity Analysis 20.0 Adjacent Properties 21.0 Other Relevant Data and Information 22.0 22.1 22.2 Interpretations and Conclusions Summary of Interpretations and Conclusions Significant Risks and Uncertainties 23.0 Recommendations 24.0 References 25.0 Reliance on Information Provided by the Registrant March 9, 2023 Page 94 94 95 100 100 101 103 105 106 107 107 107 110 111 112 Page v Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. General Location Map Coal Control Map Berwind Stratigraphic Column Berwind Stratigraphic Sections Drillhole Locations Preparation Plant Recovery Variogram Model Tiller No. 1 Seam Thickness Life of Mine Plan, Berwind No. 1 Pocahontas 4 Deep Mine Life of Mine Plan, Laurel Fork Deep Mine Life of Mine Plan, Triple S Highwall Mine Life of Mine Plan, Triad No. 2 Deep Mine Simplified Preparation Plant Flowsheet Infrastructure Map Metallurgical Coal Sales Prices Historical and Forecast Coal Sales Prices Historical and Projected LOM Plan Capital Expenditures Berwind Complex Historical and LOM Plan Operating Costs FOB Mine Coal Sales Price Forecast Annual Cash Flow Forecast Net Present Value Sensitivity Analysis Berwind Complex Historical Production In-Place Coal Resource Tonnage and Quality Estimate, as of December 31, 2022 Clean Recoverable Coal Reserve Tonnage and Quality Estimate, as of December 31, 2022 Key Operating Statistics Berwind Complex Mining and NPDES Permits Berwind Complex Property Control Berwind Complex Mineral Control Berwind Complex Permit Status Previous Exploration Drilling Programs Historical Preparation Plant Recovery Stratigraphic Model Interpolators Drillhole Statistics In-Place Coal Resource Tonnage and Quality Estimate, as of December 31, 2022 FIGURES Figure 1.1-1 Figure 3.4-1 Figure 6.3-1 Figure 6.3-2 Figure 7.5-1 Figure 10.4-1 Figure 11.4-1 Figure 13.5-1 Figure 13.5-2 Figure 13.5-3 Figure 13.5-4 Figure 14.1-1 Figure 15.7-1 Figure 16.1-1 Figure 16.1-2 Figure 18.1-1 Figure 18.2-1 Figure 19.1-1 Figure 19.2-1 Figure 19.3-1 TABLES Table 1.4-1 Table 1.5-1 Table 1.5-2 Table 1.6-1 Table 1.7-1 Table 3.3-1 Table 3.4-1 Table 3.5-1 Table 5.2-1 Table 7.2-1 Table 10.4-1 Table 11.1-1 Table 11.1-2 Table 11.2-1 March 9, 2023 Page 2 18 28 29 33 41 49 72 73 74 75 77 82 83 85 94 96 101 102 104 4 5 6 7 8 17 17 19 25 30 40 43 44 46 Page vi Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Table 11.4-1 Table 11.4-2 Table 12.1-3 Table 12.5-1 Table 13.2.1-1 Table 13.2.1-2 Table 13.4.1-1 Table 13.4.1-2 Table 13.4.2-1 Table 13.4.2-2 Table 13.4.2-3 Table 13.4.2-4 Table 17.3-1 Table 18.2-1 Table 19.2-1 Table 19.2-2 Table 19.2-3 Table 22.2-1 Table 25.1 Theoretical Variogram Ranges Statistics for Composited Drillhole Samples Clean Recoverable Coal Reserve Tonnage and Quality Estimate, as of December 31, 2022 Average Reserve Coal Quality Berwind Complex Historical Clean Production Berwind Complex LOM Plan Projected ROM and Clean Production, and Preparation Plant Yield Standard/Typical Continuous Miner Section Equipment Berwind Complex Primary Underground Equipment Fleet Current Staffing LOM Plan Staffing Berwind Complex Manhours Worked, NFDL Injuries and NFDL Incidence Rate Plant Manhours Worked, NFDL Injuries and NFDL Incidence Rate Berwind Complex Mining and NPDES Permits LOM Plan Annual Operating Cost and Capital Expenditures Annual Cash Flow Forecast Detail After-Tax NPV, IRR, Cumulative Cash Flow, and ROI Key Operating Statistics Berwind Complex Risk Assessment Summary Information Relied Upon from Registrant APPENDIX A - EXHIBITS Exhibit 6.3-1 Berwind Complex, Geological Cross Sections March 9, 2023 Page 50 50 55 57 64 64 67 68 68 69 70 71 91 98 101 102 103 108 112 113 Page vii Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 1.0 EXECUTIVE SUMMARY WEIR was retained by Ramaco Resources, Inc. (Ramaco) to prepare a Technical Report Summary (TRS) related to Ramaco’s Berwind Complex coal holdings. This report has been prepared in accordance with the United States Securities and Exchange Commission (SEC), Regulation S-K 1300 for Mining Property Disclosure (S-K 1300) and 17 Code of Federal Regulations (CFR) § 229.601(b)(96)(iii)(B) reporting requirements. 1.1 PROPERTY DESCRIPTION The Berwind Complex is located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky in the vicinity of 37.22 degrees North Latitude and 81.67 degrees West Longitude on the World Geodetic System (WGS 84) reference coordinate system. The complex includes areas in Buchanan and Tazewell Counties, Virginia and McDowell County, West Virginia. The Berwind Complex is within the Southwest Virginia and Southern West Virginia coal fields of the Central Appalachia Coal Producing (CAPP) Region of the United States (see Figure 1.1-1). As can be seen on Figure 1.1-1, the acquisition of the Amonate Property in late 2021 added significant acreage to the Berwind Complex. The Berwind Complex consists of approximately 62,500 acres of owned and leased coal holdings. Approximately 52 percent of this acreage is in West Virginia and 48 percent is in Virginia. Currently, there are currently three active mines within the complex. The Berwind No. 1 Deep Mine is not currently operating, but is expected to resume production in April 2023. Active Mines: ● Triad No. 2 Deep Mine in the Pocahontas 6 and 5 seams (the Pocahontas 5 Seam is also taken when in close enough proximity to the main Pocahontas 6 Seam) ● Laurel Fork Deep Mine in the Pocahontas 3 Seam ● Triple S Highwall Mine in the Pocahontas 5 Seam Evaluation of other prospective mining sites within the Berwind Complex is an on-going activity for Ramaco, as there are many opportunities to add additional mining operations. March 9, 2023 Page 1 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 1.1-1 General Location Map March 9, 2023 Page 2 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 1.2 GEOLOGICAL SETTING AND MINERALIZATION The upper coal seams of interest within the Berwind Complex belong to the Norton Formation in Virginia of Early Pennsylvanian Age, which is stratigraphically equivalent to the Lower Kanawha and New River formations in southwestern West Virginia. The lower coal seams of interest belong to the Pocahontas Formation of the Pottsville Group (Lower Pennsylvanian). The depositional setting for these seams is complex and thought to be upper delta plain, with subsidence controlling the sedimentation rate. The Lower Pennsylvania (Pottsville) sedimentary strata of the coal-bearing rocks of the Pocahontas Formation rest uncomformably on the Mississippian Bluestone Formation of the Mauch Chunk Group. 1.3 EXPLORATION Drilling has served as the primary form of exploration on the Berwind Complex. In addition to coal-specific exploration drillholes, data from degasification, coal bed methane, and water wells were also implemented to build the geological model. This model was built using a total of 4,188 exploration drillholes and covers the Berwind Complex, as well as the Knox Creek Complex. Approximately 1,900 of these drillholes are within the Berwind Complex. In addition to exploration drillholes, coal seam outcrop measurements, in-mine measurements, and survey points taken from mine maps of previous operations were considered. A total of 194 seam outcrop measurements, 356 mine measurements, and 887 survey points were used in the geological model, as a supplement to the exploration drillholes. It is WEIR’s opinion that the adequacy of sample preparation, security, and analytical procedures for holes that were drilled by Ramaco after acquiring the property are acceptable and that these analytical procedures meet typical industry standards. The adequacy of sample preparation, security, and analytical procedures are generally unknown for holes that were drilled prior to Ramaco acquiring the initial leases in 2011. However, the geologist’s logs for these holes contain sampling descriptions and lithologic descriptions that are sufficiently detailed to ascertain that an experienced geologist supervised the drilling and sampling. It is unknown if all coal quality analyses were performed to ASTM standards by qualified laboratories, as detailed in Section 8.0, however, this legacy drillhole information was included as the samples matched the coal seam intervals and reported quality data that was consistent between the different data sources. Model verifications further support WEIR’s high level of confidence that a representative, valid, and accurate drillhole database March 9, 2023 Page 3 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. and geological model have been generated for the Berwind Complex that can be relied upon to accurately estimate coal resources and reserves. 1.4 DEVELOPMENT AND OPERATIONS The Berwind Complex currently has three active mines. The three active mines consist of one surface mine with a highwall miner, and two underground room and pillar mines, which use continuous miners for coal production. Ramaco began production of metallurgical coal at the complex in 2017. A majority of the underground mines will implement retreat mining, which typically results in mining recovery of 50 to 80 percent. Contour mining has an average mining recovery of approximately 90 percent, and the highwall mine has an average mining recovery of approximately 40 percent. The Berwind Complex is mining several seams and seam splits, including the Pocahontas 6, Pocahontas 5, Pocahontas 4, and Pocahontas 3 (in descending order). Historical coal production from the Berwind Complex, in accordance with the Mine Safety and Health Administration (MSHA) statistics, is summarized in Table 1.4-1 as follows: Table 1.4-1 Berwind Complex Historical Production Year 2018 2019 2020 2021 2022 Clean Tons Produced (000) 80,923 188,241 147,330 180,588 416,578 The current Berwind Complex Life-of-Mine (LOM) Plan projects mining through 2049, an expected mine life for the complex of 27 years. Ramaco projects total annual production to be approximately 0.9 million clean tons until a second super-section is started in the Berwind No. 1 Deep Mine in 2027. After 2027, average annual production is projected to be 1.2 million clean tons through 2040 when the Berwind No. 1 Deep Mine is nearing end of mine life. After this, the single-section Laurel Fork Deep Mine is currently planned to operate into 2049, at an average annual rate of approximately 307 thousand clean tons per year. However, it is likely future mines will be planned and scheduled as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. March 9, 2023 Page 4 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. All Run-of-Mine (ROM) coal is washed at the Berwind Preparation Plant. The Berwind Preparation Plant was initially built in 1955 and commissioned in 1957. Ramaco refurbished the preparation plant in 2021 and 2022 based on a design by Ramsey Industrial, with current ROM processing capacity of 600 tons per hour. The Berwind Complex produces high quality, mid and low volatile metallurgical coal. Historically, the market for metallurgical coal from the Berwind Complex has been for both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. 1.5 MINERAL RESERVE AND RESOURCE ESTIMATE The Berwind Complex coal resources, as of December 31, 2022, are reported as in-place resources and are exclusive of reported coal reserve tons. Resources are reported in categories of Measured, Indicated and Inferred tonnage, in accordance with Regulation S-K Item 1302(d), summarized in Table 1.5-1 as follows: Table 1.5-1 In-Place Coal Resource Tonnage and Quality Estimate, as of December 31, 2022 Seam (Acres) Thickness (Ft) Measured Indicated Total Area Average Coal In-Place Resources (000 Tons) Red Ash 2 Tiller Greasy Creek 2 Pocahontas 11 Pocahontas 10 Pocahontas 9-2 Pocahontas 9-1 Pocahontas 6 Pocahontas 5 Pocahontas 4 Pocahontas 3 Squire Jim Total Notes: 2,420 2,210 675 1,295 2,055 5,513 5,145 1,411 7,655 6,609 22,457 42,670 100,115 3.5 3.8 2.3 3.1 2.8 3.2 3.0 2.7 3.0 4.5 3.0 3.2 3.2 15,740 11,230 3,325 8,030 11,075 33,226 9,700 8,303 41,755 50,233 122,493 243,471 558,581 — — — — — 45 15,920 — 1,512 6,683 8,482 37,734 70,376 Inferred — — — — — — 4,495 — — — — — 4,495 15,740 11,230 3,325 8,030 11,075 33,271 25,620 8,303 43,267 56,916 130,975 281,205 628,957 Coal Quality (Raw Dry Basis) Relative Density (Lbs/CF) 86.48 92.68 97.27 91.73 87.94 86.95 88.61 101.74 85.44 88.96 88.02 94.39 91.06 Ash (%) 8.3 22.4 30.6 22.6 15.9 17.0 17.0 38.1 11.4 18.2 16.2 25.0 20.4 · Mineral Resources reported above are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves. Mineral Resources reported here are exclusive of Mineral Reserves. Resource economic mineability based on underground minable resources with 2.0 feet minimum seam thickness, surface and highwall mines with 1.0 feet minimum seam thickness, surface and contour mining with a cutoff stripping ratio of 20:1, producing primarily metallurgical mid and low volatile coal product realizing an average sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine) · · Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding The conversion of resources to reserves at the Berwind Complex considers the design of a mine plan accommodating the planned mining equipment and executed in accordance with the MSHA rules and regulations, projected dilution and loss of product coal quality, projected coal March 9, 2023 Page 5 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. sales prices, operating costs, and mineral control to determine if the saleable coal product will be economically mineable. The coal reserves representing the economically viable tonnage controlled by Ramaco, and estimated in accordance with Regulation S-K Item 1302(e), is summarized in Table 1.5-2 as follows: Table 1.5-2 Clean Recoverable Coal Reserve Tonnage and Quality Estimate, as of December 31, 2022 Product Quality Total Area (Acres) Average Seam Thickness (Ft) Clean Recoverable Reserve (000 Tons) Proven Probable Low Vol Mid Vol Low Vol Low Vol Low Vol 7,116 2,536 130 21 128 9,931 4.2 3.7 3.5 2.5 3.1 4.0 16,897 6,188 237 22 141 23,485 26 22 — — 37 85 Average Coal Quality (Raw Dry Basis) Relative Density (Lbs/CF) Ash (%) 23.7 10.6 38.1 50.1 11.1 20.3 92.82 84.32 101.74 109.24 84.89 89.98 Total 16,923 6,210 237 22 178 23,570 Mine / Seam Berwind No. 1 Deep Mine Pocahontas 4 Laurel Fork Deep Mine Pocahontas 3 Triad No. 2 Deep Mine Pocahontas 6 Pocahontas 5 Triple S Highwall Mine Pocahontas 5 Total Notes: · Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency · Mineral Reserves estimated based on predominately low and mid volatile metallurgical coal product at an average sales price of $169 per ton and cash cost of $101 per clean ton (FOB Mine) · Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding · Mineral Reserves are reported exclusive of Mineral Resources 1.6 ECONOMIC EVALUATION WEIR prepared a Preliminary Feasibility Study financial model in order to assess the economic viability of the Berwind Complex LOM Plan. Specifically, plans were evaluated using discounted cash flow analysis, incorporating annual revenue projections for the Berwind LOM Plan. Cash outflows such as capital, including preproduction costs, sustaining capital, operating costs, transportation costs, royalties, and taxes are subtracted from cash inflows, resulting in annual cash flow projections. No adjustments are made for inflation and all cash flows are in 2022 United States dollars. WEIR’s study was conducted on an un-levered basis, excluding costs associated with any debt servicing requirements. In its assessment of the Discounted Cash Flow Net Present Value (DCF-NPV), WEIR utilized a discount rate of 10 percent. March 9, 2023 Page 6 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. The Preliminary Feasibility Study financial model developed for use in this TRS was meant to evaluate the prospects of economic extraction of coal within the Berwind Complex resource area. This economic evaluation is not meant to represent a project valuation. Furthermore, optimization of the LOM Plan was outside of the scope of this engagement. The results of WEIR’s Preliminary Feasibility Study demonstrated an after-tax DCF-NPV of $405.7 million for the Berwind Complex LOM Plan. Key operational statistics for the LOM Plan, on an after-tax basis, are summarized in Table 1.6-1 as follows: Table 1.6-1 Key Operating Statistics ROM Tons Produced (000s) Clean Tons Produced (000s) Preparation Plant Yield (%) Tons Sold (000s) Coal Sales Realization Direct Cash Costs Non-cash Costs Total Cost of Sales Profit / (Loss) EBITDA CAPEX LOM Plan 50,717 23,607 46.5 23,584 ($ Per Ton) 168.87 100.67 9.41 110.08 58.79 68.26 9.77 A sensitivity analysis was undertaken to examine the influence of changes to coal sales prices, production, operating cost, capital expenditures, and the discount rate on the base case after-tax NPV. The sensitivity analysis range (+/- 25 percent) was designed to capture the bounds of reasonable variability for each element analyzed. The Berwind Complex NPV is most sensitive to changes in coal sales prices and operating costs. It is less sensitive to changes in production and least sensitive to changes in discount rate and capital expenditures. 1.7 ENVIRONMENTAL STUDIES AND PERMITTING REQUIREMENTS As part of the permitting process required by the Virginia Department of Energy (VDE) and West Virginia Department of Environmental Protection (WVDEP), numerous baseline studies or impact assessments were undertaken by Ramaco. These baseline studies or impact assessments included in the permit are summarized as follows, with pertinent text from the permit replicated below: March 9, 2023 Page 7 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. · Groundwater Inventory and Baseline Quality · Surface Water Baseline Quality and Quantity · Surface Water Runoff Analysis · Probable Hydrologic Consequences Based on water samples from adjacent mining and the baseline surface water sampling, acid or toxic mine drainage is not expected or anticipated. All of the Ramaco existing and proposed mines are well above any significantly producing aquifers. Probable Hydrologic Consequence (PHC) studies showed no significant ground or surface water resource is likely to be contaminated, diminished, or interrupted, providing that the approved drainage control and revegetation plans are adhered to throughout existing and planned mining activities. Coal mines in West Virginia are required to file applications for and receive approval of mining permits issued by the WVDEP to conduct surface disturbance and mining activities. Similar filings are required in Virginia through the VDE. The Berwind Complex has been issued mining permits and associated NPDES permits by the WVDEP and the VDE as shown in Table 1.7.-1 as follows: Table 1.7-1 Berwind Complex Mining and NPDES Permits Property Description Amonate Auger No. 1 Amonate No. 31 Mine Berwind Preparation Plant and Refuse Amonate Impoundment Berwind Deep Mine No. 1 Berwind Deep Mine No. 1 Berwind Poca 6 Seam Deep Mine Dry Fork Mine Laurel Fork Mine (Harvest Time No. 6) Laurel Fork Mine (Harvest Time No. 6) Vica Deep Mine (Hiope No. 7) Squire Jim Deep Mine No. 1 Squire Jim Deep Mine No. 2 Squire Jim Deep Mine No. 2 Squire Jim Deep Mine No. 4 Triad Pocahontas 4 Prospect Triad Pocahontas 4 Deep Mine Triad 2 Pocahontas 6 Deep Mine Triple S Highwall Mine (Auger II) Vica Deep Mine Vica Deep Mine (Hiope No. 7) Total Permit Number S-4005-01 U-0209-83 O-0150-83 1302370 U-3008-16 1202294 U-5007-21 1402369 U-4004-11 1202367 U-0012-84 U-3004-18 U-4003-04 1202366 U-4013-08 P-3009-21 U-5004-19 P-3001-23 S-4004-03 U-0011-85 1202364 State WV WV WV VA WV VA WV VA WV VA WV WV WV VA WV WV WV WV WV WV VA Permitted Surface Area (Acres) 50.35 22.00 282.41 75.00 34.58 — 8.23 40.73 7.12 — 11.91 8.83 7.31 — 8.25 9.10 6.63 5.98 221.53 2.34 — 802.30 Issue Date 9/6/2001 11/14/1983 11/14/1983 4/18/2022 6/26/2017 5/20/2019 4/14/2022 4/18/2022 11/20/2012 4/12/2022 1/17/1984 8/31/2020 10/17/2005 4/11/2022 12/4/2009 9/8/2022 3/2/2020 2/16/2023 11/21/2003 2/25/1985 Pending Current Status Active Idle Active Active Active Active New Idle Active Active Idle Idle Idle Idle Idle Closed MinedOut Active Inactive Phase 2 Phase 2 NPDES Permit No. WV0049751 WV0049751 WV0049751 0082251 WV1028952 0082294 WV1028952 0082153 WV1024281 0082155 WV0021687 WV1029088 WV1021222 0082154 WV1023837 N/A WV1028952 N/A WV1021141 WV1005685 0082100 March 9, 2023 Page 8 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. As of December 31, 2022, Ramaco estimated an ARO reclamation liability of $4.9 million for its disturbed permit acreage, which is covered with a total bond amount of $3.6 million. Ramaco currently employs approximately 210 personnel at the Berwind Complex and is projected to have maximum employment of 257 personnel through its Berwind Complex LOM Plan. The Berwind Complex also creates substantial economic value with its third-party service and supply providers, utilities, and through payment of taxes and fees to local, state and federal governments. Ramaco’s environmental citations issued by the WVDEP and VDE are typical of similar citations issued to other operators in southern West Virginia and Southwestern Virginia. Most of these violations or citations were quickly abated and none were significant in nature. Based on WEIR’s review of Ramaco’s plans for environmental compliance, permit compliance and conditions, and dealings with local individuals and groups, Ramaco’s efforts are adequate and reasonable in order to obtain necessary approvals relative to its mine plans. 1.8 CONCLUSIONS AND RECOMMENDATIONS Ramaco has a long operating history of resource exploration, mine development, and mining operations at the Berwind Complex, with extensive exploration data including drillholes, in-mine seam thickness and elevation measurements, and in-mine channel samples supporting the determination of mineral resource and reserve estimates, and economic viability. The data has been reviewed and analyzed by WEIR and determined to be adequate in quantity and reliability to support the coal resource and coal reserve estimates in this TRS. Ramaco basically has full mineral control through current leases for all existing and planned mines included in the Berwind Complex LOM plan. There are approximately 62 acres out of 5,877 acres of the mine plan layout that are not currently controlled by Ramaco (1 percent uncontrolled). These tracts do not threaten the overall LOM plans. As similar for most mines, such uncontrolled tracts are either negotiated in time, or plans are modified to mine around any adverse tracts. The coal resource and coal reserve estimates and supporting Preliminary Feasibility Study were prepared in accordance with Regulation S-K 1300 requirements. There are 629.0 million in-place tons of measured and indicated coal resources, exclusive of reserves, and 23.6 million tons of proven and probable clean recoverable underground mineable coal reserves within the Berwind Complex, as of December 31, 2022. Reasonable prospects for economic extraction March 9, 2023 Page 9 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. were established through the development of a Preliminary Feasibility Study relative to the Berwind Complex LOM Plan, considering historical mining performance, historical and projected metallurgical coal sales prices, historical and projected mine operating costs, and recognizing reasonable and sufficient capital expenditures. The ability of Ramaco, or any coal company, to achieve production and financial projections is dependent on numerous factors. These factors primarily include site-specific geological conditions, the capabilities of management and mine personnel, level of success in acquiring reserves and surface properties, coal sales prices and market conditions, environmental issues, securing permits and bonds, and developing and operating mines in a safe and efficient manner. Unforeseen changes in legislation and new industry developments could substantially alter the performance of any mining company. Coal mining is carried out in an environment where not all events are predictable. While an effective management team can identify known risks and take measures to manage and/or mitigate these risks, there is still the possibility of unexpected and unpredictable events occurring. It is not possible therefore to totally remove all risks or state with certainty that an event that may have a material impact on the operation of a coal mine will not occur. WEIR assessed that the risks associated with the economic mineability of the Berwind Complex were low to moderate and adds that the majority of the risks can be kept low and/or mitigated with efficient and effective mine planning and mine engineering, and monitoring of the mining operations. WEIR recommends that any future exploration work and mineral property acquisition should include what has been historically implemented related to the following: · Have an experienced geologist log core holes, measure core recovery, and complete sampling. Geophysically log core holes to verify seam and coal thickness and core recovery. · Geophysically log rotary holes to verify strata and coal thickness. · Continue to prepare laboratory sample analysis at 1.40 and 1.50 specific gravities to better match the preparation plant specific gravity. · Continue collecting in mine channel samples March 9, 2023 Page 10 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 2.0 INTRODUCTION 2.1 REGISTRANT WEIR was retained by Ramaco (Nasdaq: METC) to prepare a TRS related to Ramaco’s Berwind Complex coal holdings. The Berwind Complex is located approximately two miles from the town of Berwind, West Virginia, 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky. The Berwind Complex is located in McDowell County, West Virginia, and Buchanan, and Tazewell Counties, Virginia (see Figure 1.1-1). 2.2 TERMS OF REFERENCE AND PURPOSE This TRS was prepared specifically for Ramaco’s Berwind Complex. The reserves and resources at the Berwind Complex have been classified in accordance with SEC mining property disclosure rules under Subpart 1300 and Item 601 (96)(B)(iii) of Regulation S-K. Unless otherwise stated, all volumes, qualities, distances, and currencies are expressed in United States customary units. The accuracy of reserve and resource estimates are, in part, a function of the quality and quantity of available data at the time this report was prepared. Estimates presented herein are considered reasonable, however, estimates should be accepted with the understanding that with additional data and analysis subsequent to the date of this report, the estimates may necessitate revision which may be material. Certain information set forth in this report contains "forward-looking information”, including production, productivity, operating costs, capital expenditures, coal sales prices, and other assumptions. These statements are not guarantees of future performance and undue reliance should not be placed on these statements. The assumptions used to develop the forward-looking information and the risks that could cause the actual results to differ materially are detailed in the body of this report. For the Berwind Complex, this TRS reports both mineral reserves and resources (exclusive of reserves). Supporting the assessment of the economic mineability of reported reserves and prospects of economically feasible extraction of reported resources, this TRS includes summary detail of a Preliminary Feasibility Study conducted relative to the Berwind Complex. March 9, 2023 Page 11 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. WEIR’s evaluation of coal reserves and resources was conducted in accordance with Regulation S-K 1300 definitions for Mineral Resource, Mineral Reserve and Preliminary Feasibility Study as follows: · Mineral Resource is a concentration or occurrence of material of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. · Mineral Reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the Qualified Person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. · Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a Qualified Person has determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing and an effective plan to sell the product. 2.3 SOURCES OF INFORMATION AND DATA The primary information used in this study was obtained from the following sources: · Geological data that was exclusively provided by Ramaco geology and engineering personnel. The geological data includes drillhole information such as drillers logs, geologists logs, both full and partial scans of geophysical logs, survey data, coal quality laboratory certificates, and MS Excel (Excel) versions of drillhole survey, lithology and quality data. Additionally, WEIR was provided with in- mine seam measurement thicknesses, mine channel samples, and other base geological data. · Mineral and surface ownership maps, and supplemental files were provided exclusively by Ramaco. March 9, 2023 Page 12 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. ● Site visits by WEIR Qualified Persons (QPs) on November 30, 2021, and January 27, 2023. ● Interviews between WEIR personnel and Ramaco personnel including: Ø Senior V.P., General Counsel and Secretary Ø Director of Financial Reporting and Accounting Ø Chief Operating Officer Ø Contract Geologist Ø V.P. of Safety Ø V.P. of Surface Mining Operations Ø V.P. of Underground Mining Operations Ø Mine Managers ● Historical production, productivity, staffing levels, operating costs, capital expenditures, and coal sales revenue provided by Ramaco. ● LOM Plan projections and cost models provided by Ramaco. ● Coal processing and handling facilities plot plans and flow sheets provided by Ramaco. ● Health, safety, and environmental issues discussed during interviews between WEIR personnel and Ramaco personnel. ● Current mine permit information, in addition to recent permit revisions and renewals, from documents provided by Ramaco and data that is publicly available from the WVDEP and VDE. ● Current and projected mine plans, including production, productivity, operating costs, and capital expenditures required to sustain projected levels of production for the Berwind Complex provided by Ramaco, and all data was reviewed for reasonableness by WEIR. ● Market outlook and coal sales price projections provided by Ramaco. ● Projected reclamation costs for mine closure activities provided by Ramaco. A detailed list of all data received and reviewed for this study is provided in Sections 24.0 and 25.0 of this TRS. 2.4 DETAILS OF THE PERSONAL INSPECTION OF THE PROPERTY WEIR personnel visited the Berwind Complex on November 30, 2021 and January 27, 2023. While on-site, WEIR personnel conducted interviews with company and mine management relative to the following key topics: March 9, 2023 Page 13 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Infrastructure · Geology · Property · · Mine Plan, Production and Productivity · Preparation Plant and Coal Handling Facilities · Operating Costs and Capital Expenditures · Marketing · Environmental and Compliance · Risks and Uncertainties Key areas inspected by WEIR personnel at the Berwind Complex included the following: · Mine surface operations including office, maintenance, and warehouse facilities · Berwind Preparation Plant, stockpiles, and rail loadout facilities · Mine operations Ø Berwind No. 1 Pocahontas 3 and 4 Deep Mines Ø Triad Pocahontas 4 Deep Mine Ø Triad No. 2 Pocahontas 6 and 5 Deep Mine Face-up and facilities Ø Triple S Pocahontas 5 Highwall Mine Ø Laurel Fork Pocahontas 3 Deep Mine Face-up and facilities · Berwinds Refuse Disposal Facility Based on WEIR’s inspections of the Berwind Complex, the mines, preparation plant and associated infrastructure facilities, and equipment are well maintained and operated with regard for all state and federal rules and regulations related to mine safety and health standards. 2.5 PREVIOUS TECHNICAL REPORT SUMMARY This TRS is an update to the Berwind Complex TRS dated November 22, 2022. Approximately 30,000 acres of fee coal property was added to the Berwind Complex through purchase of the Coronado Global Resource Amonate Property. This purchase was completed in December 2021. The purchase also included a coal handling and preparation plant. Ramaco’s mines within the Berwind Complex will no longer utilize the Knox Creek Preparation Plant. Further, coal produced from within the Big Creek Property will continue to be processed at the Knox Creek Preparation Plant, references to references to the Big Creek Property were removed from this revised TRS and are included in a new TRS for Ramaco’s Knox Creek Complex. The changes noted above were determined by Ramaco to warrant the preparation of this updated TRS. March 9, 2023 Page 14 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 3.0 PROPERTY DESCRIPTION 3.1 PROPERTY LOCATION The town of Berwind, West Virginia is located approximately two miles northeast of the central area of the Berwind Complex. The Berwind Complex is generally located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky at 37.22 degrees North Latitude and 81.67 degrees West Longitude on the WGS 84 reference coordinate system. The comprised properties are fairly remote containing scattered rural residences and some small towns. The Berwind Complex is within the Southern West Virginia and Southwest Virginia Coal Fields of the CAPP Region of the United States (see Figure 1.1-1). The USGS 7.5-minute quadrangle map sheets are Jewell Ridge, Richlands, War, Amonate, Pounding Mill, Gary, Tazewell North, and Tiptop. 3.2 PROPERTY AREA The Berwind Property consists of approximately 62,500 acres of leased coal holdings located in McDowell County, West Virginia and Buchanan and Tazewell Counties, Virginia. Ramaco obtained the initial lease for this property in 2015 and commenced mine operations in 2017. The Berwind Property’s surface facilities are located within the Berwind Property’s permit area, near the central area of the southern boundary of the permit. The surface facilities include a mine office, bath house, and parking lot near the Berwind No. 1 Pocahontas 3 Deep Mine. The Berwind coal handling and preparation plant facility is adjacent to and east of the surface facilities. Currently, there are three active mines on the Berwind property: · Laurel Fork Pocahontas 3 Deep Mine · Triad No. 2 Deep Mine · Triple S Surface and Highwall Mine In addition to the active mines, the Berwind No. 1 Pocahontas 4 Deep Mine is idle, within plans to be reactivated in April 2023. March 9, 2023 Page 15 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Ramaco started operations at the Berwind No. 1 Pocahontas 4 Deep Mine in 2017 and idled the mine in mid-July 2022 due to an ignition. An investigation by MSHA suggests the ignition was caused by lightning that struck a pilot hole for a new shaft. The final MSHA report on this incident has not yet been released. Ramaco currently has control of the mine, however, some regulatory steps remain before operations can be re-started. The Triad Pocahontas 4 Deep Mine commenced operation in 2021 and depleted its reserves in 2022. There is an additional permitted mine, Squire Jim No. 1 Deep Mine, which does not yet have a scheduled startup date. Amonate Property In December 2021, Ramaco completed the acquisition of the Amonate Property located adjacent to its existing Berwind Property. The acquisition of this Amonate Property from Coronado Global Resources involved approximately 30,250 acres and includes approximately 401 million tons of low and mid volatile in-place resources, several permitted mining operations, and a preparation plant. The reserves within the Amonate Property acquisition are included in this TRS and are now part of the Berwind Complex. Ramaco supplied copies of deeds and lease agreements, and property control maps to WEIR related to properties for which mineral and/or surface property are controlled by Ramaco. WEIR reviewed this information and found no property boundary disputes or other concerns that would signal concern over future mining operations or development potential. 3.3 PROPERTY CONTROL Ramaco’s Berwind Complex coal holdings over the 62,500 acres consist of both leases and fee simple coal properties. Approximately 52 percent of the holdings are leased from the Berwind Land Company (BLC), with the original lease executed in August 2015. Fee simple coal makes up the remaining 48 percent of coal holdings. Approximately 844 acres (1.4 percent) within the Berwind Complex are uncontrolled mineral properties. Within the Berwind Complex, leases typically apply to specific seams, or a vertical range of seams. Therefore, the seams controlled often vary from lease to lease for specific areas across the complex. Table 3.3-1 below shows the various property control contracts. March 9, 2023 Page 16 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Area Original Berwind Property Amonate Acquisition 3.4 MINERAL CONTROL Table 3.3-1 Berwind Complex Property Control Document Type Coal Leases/Coal Subleases Deeds Mutual Cooperation Agreement Right of Way Right of Entry Assignments Assignment of Leases Special Warranty Deed Easement Railroad Permit Quantity 63 340 1 1 1 2 4 2 1 1 The Original Berwind Property mineral control is detailed in Table 3.4-1 below and has not changed from the previous TRS: Table 3.4-1 Berwind Complex Mineral Control Area File Number Document Type Original Berwind Property Amonate Acquisition Property 15 16 17 18 1 2 3 4 5 6 19 Coal Lease Coal Sublease Mutual Cooperation Agreement Coal Lease Special Warrenty Deed Assignment of Leases Assignment of Leases Special Warrenty Deed Assignment of Leases Partial Assignment of Leases Coal Sublease (1) Expiration dates on leases can be extended Mineral Control Seams Poca 4, Poca 3 and Squire Jim Only Poca 4, Poca 3 and Squire Jim Only Expiration Date (1) 8/17/2030 Extensions of 1 year until all coal exhausted 8/17/2025 Extensions of 5 year until all coal exhausted N/A Poca 5 and Above 2/26/2025 With an additional 10 year term, then extensions of 1 year until all coal exhausted Poca 5, Poca 3 Squire Jim Only Squire Jim Only Varies Varies All coal below drainage Same as Base Lease NA Shall continue until all mineable coal has been removed Shall continue until all mineable coal has been removed NA Varies 6/1/2025 Extensions of 10 years, not to excedd 20 years 11/11/2022 Extensions of 1 year until all coal exhausted For mineral control detail on the Amonate Property, refer to Figure 3.4-1 below. It should be noted that the Amonate Property Squire Jim Seam Lease, shown on Figure 3.4-1 is in addition to the coal leases described above in Table 3.4-1. March 9, 2023 Page 17 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 3.4-1 Coal Control Map March 9, 2023 Page 18 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 3.5 SIGNIFICANT PROPERTY ENCUMBRANCES AND PERMIT STATUS WEIR has not discovered any significant encumbrances for any of the tracts within the Berwind Complex. A list of Ramaco’s permits for the Berwind Complex and permit status is shown in Table 3.5-1, with a more detailed description of the permits discussed in Section 17.3. Table 3.5-1 Berwind Complex Permit Status Property Description Amonate Auger No. 2 Amonate No. 31 Mine Berwind Preparation Plant Berwind Refuse Facility Berwind Refuse Facility Berwind Deep Mine No. 1 Berwind Deep Mine No. 1 Berwind Poca 6 Seam Deep Mine Dry Fork Mine Laurel Fork Pocahontas 3 Deep Mine Laurel Fork Pocahontas 3 Deep Mine Hiope No. 7 Deep Mine Squire Jim Deep Mine No. 1 Squire Jim Deep Mine No. 2 Squire Jim Deep Mine No. 2 Squire Jim Deep Mine No. 4 Triad Pocahontas 4 Prospect Triad Pocahontas 4 Deep Mine Triad 2 Pocahontas 6 Deep Mine Triple S Highwall Mine Vica Deep Mine Vica Deep Mine Total Permit Number S-4004-03 U-0209-83 P-0590-00 O-5006-20 1011220 U-3008-16 1202294 U-5007-21 1011217 U-4004-11 1011219 U-0012-84 U-3004-18 U-4003-04 1011218 U-4013-08 P-3009-21 U-5004-19 P-3001-23 S-4005-01 U-0011-85 1202364 State WV WV WV WV VA WV VA WV VA WV VA WV WV WV VA WV WV WV WV WV WV VA Permitted Surface Area (Acres) 222 22 282 388 75 35 — 8 41 7 — 12 9 7 — 8 6 7 6 50 2 — 1,187 Current Status Inactive Idle Active Active Active Active Active New Idle Active Active Idle Idle Idle Idle Idle Closed MinedOut Active Active Idle Issue Date 11/21/2003 11/14/1983 11/14/1983 10/21/2022 4/18/2022 6/26/2017 5/20/2019 4/14/2022 4/18/2022 11/20/2012 4/12/2022 1/17/1984 8/31/2020 10/17/2005 4/11/2022 12/4/2009 9/8/2022 3/2/2020 2/16/2023 9/6/2001 2/25/1985 Pending NPDES Permit No. WV1021141 WV0049751 WV0049751 WV1028952 N/A WV1028952 N/A WV1024281 N/A WV0021687 WV1029088 WV1021222 N/A WV1023837 N/A WV1028952 WV0049751 WV1005685 N/A 3.6 SIGNIFICANT PROPERTY FACTORS AND RISKS Given Ramaco’s controlled interests at the Berwind Complex, which relate in part to property that is held by others and leased to Ramaco, WEIR assesses that there are no significant issues affecting access to the coal interests, or Ramaco’s ability to execute its mine plans. March 9, 2023 Page 19 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. WEIR did not conduct an independent verification of property control, nor has it independently surveyed the mining locations. WEIR has relied on information compiled from maps and summaries of the owned and leased properties prepared by Ramaco. WEIR did not conduct a legal title investigation relative to Ramaco’s mineral and surface rights. Historically, property control has not posed any challenges related to Ramaco’s operations. 3.7 ROYALTY INTEREST Within the Berwind Complex, Ramaco holds no material royalty or similar interest in property which is owned or operated by another party. March 9, 2023 Page 20 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 4.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY 4.1 TOPOGRAPHY, ELEVATION, AND VEGETATION The Berwind Complex is in the southwestern part of the Appalachian Plateau Province directly north and adjacent to the Valley and Ridge Province. It is in the Cumberland Mountain zone of the Appalachian Plateau. The terrain is mountainous, steep, and rugged with elevations ranging from approximately 1,120 feet above Mean Sea Level (MSL) along the valley bottoms to over 4,040 feet above MSL along the ridges, averaging 2,230 feet. The landscapes are well-dissected with dendritic drainage systems. There are no major rivers in the area, however, there are numerous small creeks throughout the complex. The Dry Fork, Jacobs Fork, Indian Creek, and War Creek rivers, all tributaries of the Tug Fork River of the Ohio River watershed, traverse the complex. Topography and other features of the area are shown on Figure 7.5-1. The Berwind Complex consists mostly of unmanaged forestland and scattered pastureland. The forestland consists of typical trees for this area of the Appalachians, with Oak/Hickory as the dominant forest-type group and a lesser percentage of the Maple/Beech/Birch forest-type group. The wildlife indigenous to the area is typical of the species and diversities associated with the geographical and climatic areas within which the proposed surface mine site is located. Reconnaissance of the area affected by the proposed mining determined that the following species are or have been present: Whitetail Deer, Fox Squirrels, Gray Squirrels, Ground Squirrels, Eastern Opossums, Raccoon, Rabbits, Eastern Black Bear, Wild Turkey, and numerous species of birds. On the basis of numerous reconnaissance surveys, no endangered or threatened species of plants or animals, or habitats of such species were found to exist within or adjacent to the mine permit areas. 4.2 PROPERTY ACCESS The primary access road to the properties is US Route 460, a four-lane highway, located south of the Berwind Complex. From US Route 460, Virginia Route 637 and connecting West Virginia Routes 9 and 11 can be used to access the Berwind Complex to the north. March 9, 2023 Page 21 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. The Norfolk Southern (NS) Railroad passes through and has a rail spur to facilities within the Berwind Complex. The NS Railroad provides rail service in the area extending from Amonate, Virginia northward through Berwind, West Virginia (see Figure 1.1-1). The nearest airport is the Tri-Cities Airport (TRI), which is located in Bristol, Tennessee, approximately 90 miles from Berwind, West Virginia. The Yeager International Airport (CRW) in Charleston, West Virginia, is located 120 miles from Berwind, West Virginia. The surrounding waterways are not navigable for commercial traffic. The closest barge docking area is approximately 70 miles to the north of the complex on the Kanawha River, south of Charleston, West Virginia. 4.3 CLIMATE AND OPERATING SEASON The climate associated with the Berwind Complex is classified as a humid continental, characterized by hot, humid summers and moderately cold winters. Climate conditions vary greatly in the state of West Virginia due to influence of the rugged topography. Average high temperatures range from 82 to 87 degrees Fahrenheit in the summer, with average low temperatures ranging from 20 to 25 degrees Fahrenheit in winter. Average yearly rainfall measured in nearby Logan, West Virginia is approximately 47 inches per year, with approximately 1.6 inches occurring as snowfall. The mines on the Berwind Complex currently operate year-round, regardless of weather conditions. 4.4 INFRASTRUCTURE Power Electrical power for the Berwind Preparation Plant and mines on the Berwind Complex is provided by American Electric Power (AEP). AEP’s average industrial price is approximately 10 cents per kWh, which is slightly higher than the U.S. national average industrial price of 8.63 cents per kWh (EIA.gov statistics, December 2022). Water Water for mining and coal processing operations is provided by a combination of extraction from abandoned underground mine pools and from settling ponds located on the surface. Individual mine sites use purchased potable water. The Berwind mine offices and preparation plant obtain potable water from on-site wells. Ramaco has on-site water treatment facilities as well. March 9, 2023 Page 22 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Personnel The area surrounding the Berwind Complex has a long history of coal mining and attracting mining personnel with qualified skills has not been an issue for Ramaco thus far. The Berwind Complex is projected to employ a maximum of 257 personnel over the LOM Plan. The Berwind Complex operations employed approximately 210 personnel at the end of December 2022. The hourly labor force remains non-union and no change in this labor arrangement is anticipated in the near term. Supplies Supplies for the mining operations are available from multiple nearby vendors that service the coal industry in the CAPP Region. There are 10 Caterpillar mining equipment dealerships located within 50 miles of the Berwind Complex. There are three Komatsu/Joy Manufacturing mining equipment dealerships within 50 miles of the Berwind Complex. March 9, 2023 Page 23 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 5.0 HISTORY 5.1 PREVIOUS OPERATIONS The Berwind Complex and surrounding area has an extensive history of coal mining, primarily by underground mining methods. Detailed underground mine maps showing previous mine workings were provided by Ramaco. Other sources of maps showing previous mine workings that WEIR referenced were from the West Virginia Geological and Economic Survey, the Virginia Department of Mines Minerals and Energy, the USGS, and the MSHA. Mining within the Berwind Complex began in the early 1900s. There have been many different mine operators both large and small in the region since then. Areas of the Berwind Property have been previously surface and underground mined. Within the Berwind Property, mining has occurred in seams above the Pocahontas No. 4 Seam in some reserve areas, notably in the Pocahontas 11 Seam (also locally known as the War Creek or Beckley Seam). Previously mined out areas on the property were provided to WEIR by Ramaco, however, WEIR has not verified, nor field checked these previously mined out areas. The Amonate Property has had many ownership exchanges. Records indicate that coal was first produced on the property by Pocahontas Fuel Company beginning in 1926 and through the 1940s. A predecessor of Consolidation Coal Company acquired the property in 1956 and resumed operations in 1975. Coronado acquired the property from CONSOL in 2016. Ramaco acquired the property from Coronado in late 2021. Prior to Ramaco, no production had occurred in this area since 2012. 5.2 PREVIOUS EXPLORATION AND DEVELOPMENT Prior to Ramaco’s control of the property in 2021, previous exploration included 4,821 holes drilled within or in proximity to both Ramaco’s Berwind and Knox Creek Complexes. Previous exploration activity dates back prior to 1910. A list of companies conducting exploration, number of holes drilled, total footage drilled, and approximate dates are shown in Table 5.2-1. Since property ownership has changed several times over the years, prior exploration drilling records are not fully available in original form. March 9, 2023 Page 24 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Table 5.2-1 Previous Exploration Company Drill Holes Drilled Footage Anker Coal Group, Inc. Consol Energy, Inc. Georgia-Pacific Harmon Coal Company Island Creek Coal Coampany Jewell Ridge Coal Company Jewell Smokeless Coal Corporation New River & Pocahontas Consolidated Olga Mining Company Paramont Coal Company Virginia, LLC Permac, Inc. Pocahontas Fuel Company, Inc. Republic Steel Corporation United Coal Company US Steel Corporation West Virginia Geological & Economic Survey Unknown Total 57 3,474 31 1 70 241 473 73 22 9 19 25 98 126 1 2 99 4,821 25,087 4,497,009 39,355 750 114,561 125,314 221,931 50,287 17,434 3,828 7,029 18,649 47,738 53,973 617 9 5,688 5,229,258 Year Drilled Unknown 1970s-1980s Unknown Unknown Unknown 1960s-1990s 1940s-2013 1910s-Unknown Unknown Unknown Unknown Unknown Unknown Unknown Unknown Unknown Unknown As can be seen in Table 5.2-1, Ramaco’s Berwind and Knox Creek Complexes have a rich history of coal exploration. It should be noted that Consol Energy, Inc. has an exceptionally large number of drillholes because of its substantial participation in the natural gas industry in the area. Organizing significantly large amount of data requires performing tasks such as; 1) removing drillhole duplicates (especially where companies change drillhole names to match their own naming conventions), 2) resolving multiple copies of drillholes "shared” between companies (i.e. different companies own different seams over the same area and agree to "share” drillhole data, but delete the data for their seams before sharing), 3) resolving localized seam naming differences, and 4) resolving different coordinate systems. These are significant (and on-going) tasks for Ramaco. WEIR’s review of Ramaco’s current drillhole database is highly complementary based on the results of its work to date on these matters. Based upon thorough review of Ramaco’s compilation of this historical drilling data, it is WEIR’s opinion that this historical data is reliable for use in generating an accurate geological and quality model for the Berwind Complex. March 9, 2023 Page 25 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 6.0 GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT 6.1 REGIONAL, LOCAL, AND PROPERTY GEOLOGY 6.1.1 Regional Geology The uppermost coal seams of interest (Jawbone and Tiller seams) within the Berwind Complex belong to the Norton Formation in Virginia of Early Pennsylvanian Age, which is stratigraphically equivalent to the Lower Kanawha and New River formations in southwestern West Virginia. The lower and primary coal seams of interest (Pocahontas and Squire Jim seams) belong to the Lee Formation of the Pottsville Group (Lower Pennsylvanian). The depositional setting for these seams is complex and thought to be upper delta plain, with subsidence controlling the sedimentation rate. The Lower Pennsylvania (Pottsville) sedimentary strata of the coal-bearing rocks of the Pocahontas Formation rest uncomformably on the Mississippian Bluestone Formation of the Mauch Chunk Group. The Norton and Lee Formations (Virginia nomenclature) encompass the Berwind Complex, which additionally is within the western margin of the folded and faulted Central Appalachian Basin, with deformation occurring during the Alleghany (post-Permian) Orogeny. The Dry Fork Anticline is a regionally persistent fold, which extends from Buchanan County, Virginia to Mercer County, West Virginia. The anticline passes through the center of the complex and plunges to the southwest. North of the Dry Fork Anticline, coal beds dip at approximately one degree to the northwest, while to the south, seams dip one to two degrees toward the Boissevain Fault to the south/southwest. The coalbeds of the Norton Formation are interbedded with sandstones, shales, siltstones, and underclays. The sandstones are light gray, very fine to coarse grained, thin bedded to massive, and crossbedded, and consist of 50 to 65 percent quartz, with large proportions of white- weathering feldspar, mica flakes and dark mineral grains. The shales are medium to dark, thinly laminated, and carbonaceous. Horizontally laminated or crossbedded medium light gray siltstones and medium gray clayey to silty underclays occur in thin beds throughout the formation. 6.1.2 Local Geology The coal seams of interest within the Berwind Complex are in the Southwest Virginia Coal Field and the Southern Coal Field in West Virginia. These coal seams are known for very high calorific value (Btu/lb) and high through low-volatile metallurgical coal characteristics, with high fluidity, low ash content, and low sulfur content. March 9, 2023 Page 26 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. The Boissevain and Middle Creek faults are major northeast/southwest trending thrust faults, which pass through the southern boundary of the Berwind Complex and basically cut off resources to the south. The strata on the southeast side of the fault has been thrust upward, relative to the strata on the northern side, along a plane which is, in most places, inclined at approximately 45 degrees. Along much of the length of the fault, the strata have been overturned, and the fault offset is over 200 feet. The Boissevain and Middle Creek faults parallel the Richlands Fault, another large thrust fault to the south of the property, where Mississippian Age strata have been thrust above the Pennsylvanian coal-bearing formations. No mining has occurred south of the Boissevain and Middle Creek faults, within or near the complex. The Canebrake Fault is a northwest/southeast trending fault, with an offset of approximately 200 feet based on evaluation of drillhole information. The upthrown side is to the north of the fault. Underground mining in the Red Ash Seam has occurred on both sides of the fault. This fault passes across the Berwind Complex near its center. 6.1.3 Property Geology The primary coal seams of interest on the Berwind Property, in descending stratigraphic order, are the Tiller, Pocahontas No. 6, Pocahontas No. 5, Pocahontas No. 4, Pocahontas No. 3 and Squire Jim. All of the coal seams of interest outcrop on the property. The Canebrake Fault passes through the Berwind Property, however, it is not anticipated to adversely affect mining activities. 6.2 MINERAL DEPOSIT TYPE AND GEOLOGICAL MODEL The Berwind Complex resource area is a relatively flat lying, sedimentary deposit of Pennsylvanian Age. The 34 coal seams in the Lee Formation and the overlying Norton Formation (Virginia nomenclature) account for approximately 3,000 feet of geologic section. For internal planning, Ramaco models these seams from exploration results using the SurvCad® mine planning software package, completing model updates after each phase of exploration drilling. WEIR modeled the reserves and resources using Datamine MineScape® Stratmodel geological modeling software. Exploration consists of core drilling for all the mineable seams, which is performed each year in advance of mining, to refine the resource boundary and to define limits of the mine plans. The WEIR geological model is discussed in more detail in Section 9.1. March 9, 2023 Page 27 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 6.3 STRATIGRAPHIC COLUMN AND CROSS SECTION Figure 6.3-1 shows the stratigraphic column for the Berwind Complex. Cross sections related to the Berwind Complex can be found on Figure 6.3-2. Figure 6.3-1 Berwind Stratigraphic Column March 9, 2023 Page 28 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 6.3-2 Berwind Stratigraphic Sections March 9, 2023 Page 29 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 7.0 EXPLORATION 7.1 NON-DRILLING EXPLORATION Drilling has served as the primary form of exploration within the Berwind Complex. In addition to exploration drillholes, seam outcrop measurements, in-mine measurements, and survey points taken from mine maps of previous operations were considered. A total of 194 seam outcrop measurements, 356 mine measurements, and 887 survey points were incorporated in modeling the deposit. Data from degasification, coal bed methane, and water wells were also incorporated in the geological model, including a total of 4,188 drillholes. 7.2 DRILLING Ramaco’s exploration activities involve rotary and continuous core drilling performed by competent contract drilling companies. In addition to providing information about the coal seams present, the exploration drilling also provides core samples of roof strata and floor strata for geotechnical evaluation which is stored and evaluated as needed. The geologist’s drilling logs are checked against the geophysical logs for thickness accuracy and to confirm core recovery. Drillholes with core recovery of less than 90 percent are noted and subsequently reviewed in consideration for re-drilling. The successful acquisition of accurate geophysical logs for holes with poor core recovery play an important role in the decision to re-drill, since improvements in lithology recognition in geophysical logging has significantly improved over the years. Once recovered, all core samples are boxed, photographed, and stored. Coal seam core samples are sent to laboratories for quality analyses. Caliper, density, gamma, and resistivity downhole geophysical logs are completed as drill site and hole conditions allow. Each drillhole collar location is surveyed using RTK GPS equipment to obtain accurate coordinates for subsequent modeling efforts. Table 7.2-1 summarizes data for Ramaco’s drilling programs. Table 7.2-1 Drilling Programs Hole Type Number of Holes with Base Data Drilling Series Program Dates Drill Holes Drilled Footage Rotary Core BL Series BL Series 2021-2022 2015-2021 47,347 46,378 93,725 45 28 73 14 39 53 Total Number of 59 67 126 Drill Hole Header 59 67 126 Geophysical Logs 28 66 94 Downhole Deviation Log — — Geologist's Log 59 37 96 Driller's Log 59 28 87 Lab Analyis Certificates 5 17 22 March 9, 2023 Page 30 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Referring to the drilling programs outlined in Table 7.2-1, the BL (Berwind) series of drillholes are intended both for in-fill drilling on the complex and to better establish boundaries of previously mined areas. Quality control procedures followed by Ramaco geologists are clearly defined. Ramaco’s field geologists take specified steps to protect sample integrity and to ensure core samples are always under Ramaco geologist’s control. These steps include the following: ● Field geologist to be on site whenever drilling is occurring ● Geologist’s log to be created for each drillhole ● Each drillhole to be logged using geophysical methods if physically possible ● Geologist to compare field geologist’s logs to the e-log data ● Geologist to compare the core samples against both field geologist’s logs and e-logs to confirm coal thickness ● All immediate roof, coal and immediate floor core are to be boxed and photographed ● Quality sample sheets to be filled out, provided to a supervisor for approval and shipped to the laboratory ● Once core samples have been analyzed, field geologists to scrutinize the resulting quality data for accuracy WEIR did not have direct involvement with the planning, implementation, or supervision of Ramaco’s drilling programs. However, having reviewed the details of Ramaco’s drilling programs, and having had several technical discussions with Ramaco’s geologists on results, WEIR finds the results to be consistent with industry standards and appropriate for use in the estimation of reserves and resources. WEIR did not observe core samples in person, however, Ramaco provided photos of core logs for 19 drillholes. In review of these photos, WEIR found the cores to be representative of the data reported for each drillhole. 7.3 HYDROGEOLOGICAL DATA Hydrological data for the complex is generally obtained from existing wells and surface water monitoring locations in proximity to Ramaco’s existing and planned operations. No additional exploration is performed specifically for the purposes of hydrological study. See Section 13.1.2, Hydrogeological Model, for more detail. March 9, 2023 Page 31 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 7.4 GEOTECHNICAL DATA Ramaco does not specifically gather geotechnical data at its existing or planned operations at the Berwind Complex. See Section 13.1.1, Geotechnical Model, for more detail. 7.5 SITE MAP AND DRILLHOLE LOCATIONS A map showing the location of all drillholes on the Berwind Complex is provided on Figure 7.5-1. March 9, 2023 Page 32 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 7.5-1 Drillhole Locations March 9, 2023 Page 33 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 7.6 OTHER RELEVANT DRILLING DATA Ramaco generally uses one of several local drilling companies, based on availability and pricing. Downhole geophysical logging is typically performed by Marshall Miller & Associates of Bluefield, Virginia. Coal quality analyses are typically performed by Precision Testing Laboratory, Inc. of Beckley, West Virginia. March 9, 2023 Page 34 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 8.0 SAMPLE PREPARATION, ANALYSES, AND SECURITY 8.1 SAMPLE PREPARATION METHODS AND QUALITY CONTROL Relative to the drilling overseen by Ramaco, once the target coal seam has been drilled the coal core is stored in plastic lined wooden core boxes. The core is photographed, and the coal seam is measured and described by the geologist. The geologist’s seam thickness measurements are cross checked against geophysical logs for thickness accuracy and to confirm core recovery. 8.2 LABORATORY SAMPLE PREPARATION, ASSAYING, AND ANALYTICAL PROCEDURES 8.2.1 SGS North America Inc. Ramaco used SGS North America Inc. (SGS) located in Sophia, West Virginia as its primary laboratory for coal analyses, since 2016. Typically, once quality samples were bagged and labeled at the mine, the samples were delivered to SGS for quality analyses. The samples were first prepared by crushing, splitting, and sizing. The analyses performed included Proximate, Washability, Ash Fusion, Ultimate, Ash Mineral, Dilatometer, Plastometer, Trace Elements, and Petrographics. SGS is certified by the ANSI National Accreditation Board. SGS performs all of the coal analyses to ASTM standards. 8.2.2 Precision Testing Laboratory, Inc Ramaco has utilized Precision Testing Laboratory, Inc. (Precision) located in Beckley, West Virginia beginning in 2016. Also certified by the ANSI National Accreditation Board, Precision performs all the coal analyses to ASTM standards. Once quality samples are bagged and labeled at the mine, the samples are delivered to Precision for quality analyses. The samples are first prepared by crushing, splitting, and sizing. The analyses performed included Proximate, Washability, Ash Fusion, Ultimate, Ash Mineral, Dilatometer, Plastometer, Trace Elements, and Petrographics. 8.2.3 Other Laboratories As outlined in Section 5.2, WEIR relied upon drillhole data from prior property owners. The quality data from other laboratories appears to be valid and appropriate to include in this study based upon available documentation and consistency of the data between the different sources. March 9, 2023 Page 35 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 8.3 QUALITY CONTROL PROCEDURES AND QUALITY ASSURANCE As ANSI certified laboratories, both SGS and Precision have in-house quality control and assurance procedures. Both are a well-known and respected providers of coal quality analysis services. 8.4 SAMPLE PREPARATION, SECURITY, AND ANALYTICAL PROCEDURES ADEQUACY Once in possession of the samples, Precision’s standard sample preparation and security procedures are followed. After the sample has been tested, reviewed, and accepted, the disposal of the sample is done in accordance with local, state and EPA approved methods. WEIR has determined the sample preparation, security and analysis procedures used for the Berwind Complex’s drillhole samples meet current coal industry standards and practices for quality testing, with laboratory results suitable to use for geological modeling, mineral resource estimation and economic evaluation. March 9, 2023 Page 36 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 9.0 DATA VERIFICATION 9.1 DATA VERIFICATION PROCEDURES Ramaco provided WEIR copies of all available drilling records for the Berwind Complex, which included Excel spreadsheets, driller’s log, field geologist’s logs, core photographs, quality results sheets from the coal quality laboratories, mine measurement tables, as well as drawing files or PDFs of the e-logs. Each hole in the database was individually checked by WEIR against a copy of the driller’s and/or geologist’s log to confirm data accuracy. Geological reviews performed by WEIR included: · Drillhole lithology database comparison to geophysical logs · Drillhole coal quality database comparison to quality certificates After completing the precursory verifications and validations described above, the drillhole data was loaded into Datamine’s MineScape® Stratmodel, a geological modeling software. MineScape provides robust error checking features during the initial data load, which include confirmations of seam continuity, total depth versus hole header file data, interval overlap, and quality sample continuity with coal seams. Once the drillhole data was loaded, a stratigraphic model was created. Several further verifications were then possible, which included: · Creating cross sections through the model to visually inspect if anomalies occur due to miscorrelation of seams · Creating structural and quality contour plots to visually check for other anomalies due to faulty seam elevations or quality data entry mistakes in the drillhole database Typical errors that may impact reserve and resource estimates relate to discrepancies in original data entry, and may include: Incorrect drillhole coordinates (including elevation) · · Mislabeled drillhole lithology · Unnoticed erroneous quality analyses where duplicate analyses were not requested · Excessive drillhole core loss March 9, 2023 Page 37 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. WEIR conducted a detailed independent geological evaluation of data provided by Ramaco to identify and correct errors of the nature listed above. Where errors are identified and cannot be successfully resolved, it is WEIR’s policy to exclude that data from the geological model. Based on WEIR’s geological evaluation of data provided, 81 drillholes were excluded from the drillhole database due to various reasons. 9.2 DATA VERIFICATION LIMITATIONS Limitations of data verification included incomplete or missing records for some drillholes. The primary reason for this situation is incomplete data transfers upon change in property ownership. Based on its modeling results, WEIR found some of the drillholes with incomplete data to be consistent with the deposit and appropriate to include in WEIR’s geological model. 9.3 ADEQUACY OF DATA It is WEIR’s opinion that the adequacy of sample preparation, security, and analytical procedures for holes and procedures that were drilled by Ramaco after acquiring the property is acceptable and that these methods meet typical industry standards. Ramaco employs detailed process and procedures, described in Section 8.4, that are followed each time a core hole is to be sampled. The Ramaco geologist’s logs for these holes contain sampling descriptions and lithologic descriptions that are sufficiently detailed to ascertain that an experienced geologist supervised the drilling and sampling. Ramaco coal quality analyses are performed by SGS to ASTM standards, as detailed in Section 8.0. The adequacy of sample preparation, security, and analytical procedures are generally unknown for drillholes that were drilled prior to Ramaco acquiring the initial leases in 2016. However, the geologist’s logs for these holes contain sampling descriptions and lithologic descriptions that are sufficiently detailed to ascertain that an experienced geologist supervised the drilling and sampling. It is unknown if all coal quality analyses were performed to ASTM standards by qualified laboratories, as detailed in Section 8.0, however, this legacy drillhole information was included as the samples matched the coal seam intervals and reported quality data that was consistent between the different data sources. Model verifications further support WEIR’s high level of confidence that a representative, valid, and accurate drillhole database and geological model have been generated for the Berwind Complex that can be relied upon to estimate coal resources and reserves to an accuracy that is acceptable for this report’s specified standards. March 9, 2023 Page 38 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 10.0 MINERAL PROCESSING AND METALLURGICAL TESTING 10.1 MINERAL PROCESSING TESTING AND ANALYTICAL PROCEDURES Daily clean coal samples are taken to ensure specifications are met for each clean coal shipment. The testing is performed by SGS on samples obtained from various conveyor and stockpile locations prior to shipping clean coal products. Proximate and oxidation analyses are performed on the samples. Train and sublot samples include all petrographic and rheology analyses for each individual customer specification. In addition to the clean product samples, individual circuit samples are performed routinely on both the tailings and product to ensure proper recovery or the presence of misplaced material. These results help ensure both proper preparation plant operation and coal product classification. Coal tonnages for raw and post-processed products are estimated using standard belt scales, which are calibrated monthly against the end of month survey data summary reports. Efficiency testing is performed on all critical preparation plant circuitry on an on-going basis to help ensure proper coal and non-coal separations are occurring throughout the preparation plant processing operation. This performance testing is extensive and involves measuring flow rates, pressures, moistures, reagent application rates, size fractions, specific gravity, and coal quality at specific locations from raw feed through clean coal products and tailings. 10.2 MINERALIZATION SAMPLE REPRESENTATION Coal deposits originate in flat, low-lying ground within deltas, alluvial plains, and coastal systems, and as such are a relatively homogeneous, sedimentary mineral occurrence. The deposit within the Berwind Complex area exhibits homogeneous characteristics and does not show any substantial variations in mineralization types or styles that would adversely affect processing or saleability of the coal. Sample data are well representative of the deposit as a whole. 10.3 ANALYTICAL LABORATORIES Coal sample analyses performed by Precision are described in Section 8.2.1. Preparation plant circuitry performance is maintained by plant staff through the plant monitoring systems. SGS performs daily analysis on the collected clean coal samples from automated samplers and any March 9, 2023 Page 39 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. raw coal samples collected. Typical analysis on daily runs is proximate analysis only plus oxidation. Train and sublot samples with petrographics and rheology are performed per individual customer specifications. 10.4 RELEVANT RESULTS AND PROCESSING FACTORS Coal recovery and resulting product quality are primary concerns for any coal preparation plant. A coal preparation plant’s recovery and resulting quality of its saleable products are dependent on ROM coal quality and the efficiency at which non coal impurities are removed by the preparation plant process. Tracking and adjusting throughput rates for different plant circuitry, based on ROM coal feed quality, are critical to plant efficiency and product quality. The Berwind Preparation Plant processes ROM coal at specific gravities ranging from 1.50 to 1.65, depending on customer specifications, in order to produce saleable metallurgical coal products. The Berwind Preparation Plant commenced operating in November 2022, after refurbishment. Historical preparation plant recovery from November 2022 through January 2023, based on plant belt scale records, is summarized in Table 10.4-1 as follows: Table 10.4-1 Historical Preparation Plant Recovery Raw Tons Processed Clean Tons Processed Plant Recovery (%) Nov 2022 103,333 40,280 39.0 Dec 2022 123,001 36,218 29.4 Jan 2023 153,229 48,226 31.5 Average 126,521 41,575 32.9 The Berwind Preparation Plant historical (2022) and projected LOM Plan preparation plant recovery is shown on Figure 10.4-1. March 9, 2023 Page 40 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 10.4-1 Preparation Plant Recovery Preparation plant recovery and saleable product quality are expected to track closely with the modeled recovery from raw coal analysis, once adjusted for out of seam dilution (OSD) mined by the surface and underground mines. The testing procedures described above provide validation for modeled data and help to ensure coal sales specifications are met for resulting saleable coal products. The testing also helps to maintain preparation plant efficiency at a high level so that processing costs are minimized. 10.5 DATA ADEQUACY Ramaco employs testing and analytical procedures in accordance with industry standards, which result in efficient preparation plant operations and provides the necessary quality control to meet product quality and quantity projections. The testing performed is sufficient to support the projected preparation plant yield and saleable product quality for the LOM Plan. March 9, 2023 Page 41 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 11.0 MINERAL RESOURCE ESTIMATES The coal resources, as of December 31, 2022, are reported as in-place resources and are exclusive of reported coal reserve tons (see Section 12.0 for reserve tonnage estimates). Resources are reported in categories of Measured, Indicated, and Inferred tonnage in accordance with Regulation S-K Item 1302(d). In addition to the currently active mines, there are numerous other resource areas within the Berwind Complex which Ramaco may plan and/or permit at a future date. 11.1 KEY ASSUMPTIONS, PARAMETERS, AND METHODS Data Sources Planimetric data was provided by Ramaco in AutoCAD format and primarily included base map information such as rivers, drainages, roads, mine features, and property boundaries. Ramaco provided WEIR drillhole data, which included survey, lithology, and coal quality information. This data was provided in different formats including Excel, ASCII files and PDFs. Geophysical logs, coal quality certificates, driller’s logs, geologist’s logs, downhole deviation data, and drillhole survey records were provided as scanned PDF files and AutoCAD drawing files. Data was provided for 4,290 drillholes, 4,188 holes of which are included in the geological model. In-mine seam thickness and floor measurement from previous operations’ mine maps were provided in tabular file format. These mine measurements included 356 data points. Mine measurement data points were used to model coal seam thickness and structure but were not used as points of observations in estimating resource confidence. Coal quality data for 625 drillholes was provided for the Berwind Complex. Of the 625 drillholes, 558 holes were used in the quality model. Data was provided in Excel format along with quality certificates in PDF. Reasons for excluding drillhole quality samples in the modeling process included: · Poor core recovery noted in the drillers logs. · Quality logs that could not be matched to a drillhole. · The qualities listed for the hole were not relevant to the model (for example raw Btu/lb. or sulfur were supplied, but not final product Btu/lb. or sulfur). The only relevant raw March 9, 2023 Page 42 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. values used are specific gravity and raw ash. Both are derivable from one another and have bearing on estimated in-place tons. · Analyses were not performed at the appropriate wash specific gravity Geological Model The Berwind Complex geological model was developed by using seam surface grids that were created in Datamine’s MineScape® Stratmodel (MineScape) geological modeling software. Topography data was gridded using MineScape software and a grid cell size of 50 feet by 50 feet from the USGS on-line 3-D Elevation Project data source. The resolution of the topography data is 1/3 arc-second, which results in approximately a 30 by 30 feet data point spacing. The gridded USGS topography contours were compared to drillhole collars. WEIR investigated significant collar elevation discrepancies. Most differences are due to original drillhole locations being covered with burden or being subsequently mined. Drillholes for which such discrepancies could not be resolved were not used in the model. The seam surfaces and thicknesses were created by loading the drilling and mine measurement data into MineScape and gridding the seam intercepts using a grid cell size of 150 feet by 150 feet. The parameters used to create the model are defined in the MineScape modeling schema which is a specification of modeling rules that is created for the site. The MineScape interpolators that were used in this study are common in most mine planning software packages. The Planar interpolator is a triangulation method with extrapolation enabled. Finite Element Analysis (FEM) is a widely used method for numerically solving differential equations arising in engineering and mathematical modeling. A trend surface is used in MineScape to promote conformability for the modeled seams to regional structures such as synclines, anticlines, or simply seam dip. MineScape caters to using different interpolators for thickness, roofs and floors (surfaces), and the selected trend surface as they are all modeled separately. The interpolator used for each of these items is selected on the basis of appropriateness to the data sets involved, as well as modeling experience. Stratigraphic Model Interpolators are shown in Table 11.1-1, as follows: Table 11.1-1 Stratigraphic Model Interpolators Interpolator PLANAR FEM PLANAR Parameter Thickness Surface Trend Power/Order 0 1 0 March 9, 2023 Page 43 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Ninety-eight (98) coal seams (including seam splits) were modeled for the Berwind Complex. A summary of drillhole statistics for the 19 seams that WEIR considered to have economic potential for the Berwind Complex are shown in Table 11.1-2. These statistics involve the 1,900 drillholes, out of the total 4,188, that can be allocated to the Berwind Complex versus the Knox Creek Complex. SEAM CODE RED2 TL22 TL12 GCK2 MHP2 P114 P102 PO92 PO91 PO62 PO53 PO51 PO4R PO42 PO33 PO32 SQJ4 SQJ3 SQJ2 Seam Red Ash 2 Tiller 2-2 Tiller 1-2 Greasy Creek 2 Middle Horsepen 2 114 Pocahontas 11 102 Pocahontas 10 Pocahontas No. 9-2 Pocahontas No. 9-1 Pocahontas No. 6-2 Pocahontas No. 5-3 Pocahontas No. 5-1 Pocahontas No. 4 Rider Pocahontas No. 4-2 Pocahontas No. 3-3 Pocahontas No. 3-2 Squire Jim 4 Squire Jim 3 Squire Jim 2 In Mine Plan No No No No No No No No Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Table 11.1-2 Drillhole Statistics Number of Intercepts 74 131 173 461 771 680 488 860 456 698 671 719 433 723 41 676 189 365 492 Average Thickness (Feet) 3.4 1.8 1.9 2.1 1.9 2.9 1.5 2.2 1.9 1.5 1.3 2.1 1.0 3.2 0.9 2.6 0.5 0.6 2.8 Minimum Maximum Hole Name 06DGBU9 J-642-10 06DGS54 75KC12 76AI9 78A229 78A229 78AM160 05DGTA64 AM14 05DGTA61 02DGTA52 BL21-36R B67 78AM141 PCP-077 10AM220 AM14 11DGX58 Thickness (Feet) 0.4 0.2 0.1 0.1 0.0 0.0 0.0 0.0 0.1 0.0 0.1 0.1 0.0 0.1 0.0 0.0 0.1 0.0 0.1 Hole Name J-564 27-B 74AM16 07AV150 80B65 GPPC-010 01DGTA16 84AM167 78A224 BL21-18R AM6 07B2 88-AM-197 84AM171 04DGP55 77B15 AM15 09CNXTA184 77AM132 Thickness (Feet) 9.5 7.0 7.1 8.4 6.4 12.0 6.4 8.6 8.3 7.7 6.3 8.0 4.4 8.6 2.2 11.0 2.5 4.7 9.0 Standard Deviation (Feet) 1.60 0.93 0.91 1.45 0.49 1.16 1.01 1.41 1.55 1.11 0.60 1.26 0.48 2.00 0.64 1.59 0.37 0.56 1.03 The gridded coal seam structure and coal seam thicknesses were validated against drillhole information to ensure that the data was properly modeled. Inconsistencies between modeled seam surfaces and surrounding drillholes were investigated and any confirmed errors in the drillhole data or model parameters were corrected. This process was repeated until a final version of the model was developed. Coal Quality Model The drillhole data described previously in this report were used to create a washed coal quality model that included raw ash and raw relative density. The washed quality model values were based on a specific gravity float of 1.50. The drillholes were verified to ensure that the seam depths used in the lithology file matched the sample depths in the quality file. Coal quality samples were loaded into MineScape and composited against the drillhole thicknesses. The composited values were then gridded using March 9, 2023 Page 44 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. a grid cell size of 200 feet by 200 feet and the inverse distance weighted (squared) interpolator. The following quality data was modeled for all seams: · Raw Ø Ash, Dry weight percent Ø Relative Density · Float @ 1.50 Specific Gravity Ø Ash, Dry weight percent Ø Calorific Value, Dry Btu/lb Ø Total Sulfur, Dry weight percent Ø Volatile Matter, Dry weight percent Ø Audibert-Arnu Maximum Dilation (ARNU), Dry percent Ø Coal Oxidation by Light Transmittance, Dry percent Ø Total Inerts, Dry weight percent Ø Rank Index Ø Composition Balance Index Ø Gieseler Maximum Fluidity, Dry DDPM Ø Hargrove Grindability Index Ø Reflectance (ROMAX), Dry percent Ø Calculated Stability Index Ø Free Swell Index Ø Yield, weight percent Quality contours were generated from the grids to check outlier values. Additional Resource Criteria and Parameters Based on WEIR’s review and evaluation of the data and plans relative to the Berwind Complex, resource estimation criteria were applied to ensure reported mineral resource tonnage has a reasonable prospect for economic extraction. Resource criteria and parameters for the Berwind Complex are as follows: · Resources were estimated as of December 31, 2022. · Underground areas where coal thickness did not meet a minimum thickness of 2.0 feet were excluded from the resource estimate. · Underground areas within 200 feet of old mine workings were excluded from resource estimates. March 9, 2023 Page 45 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. · Underground areas with less than 100 feet of cover were excluded from resource estimates. · Surface and highwall mining areas where coal thickness did not meet a minimum thickness of 1.0 feet were excluded from the resource estimate. · Surface areas, where there was no subsequent highwall mining, and where stripping ratio exceeds 20:1, were excluded from the resource estimate. · Tonnage outside of current LOM plans, but within existing property control, and meeting the criteria listed here, is classified as Resource tonnage and is reported exclusive of Reserve tonnage. · Coal density (pounds per cubic foot) is based on apparent specific gravity data from analyses of dill hole samples and channel samples, where available. Otherwise, it is based on raw coal ash (dry basis) using the formula [1.25+(Ash/100)] x 62.4 pounds per cubic foot 11.2 ESTIMATES OF MINERAL RESOURCES The coal resources, as of December 31, 2022, are reported as in-place resources and are exclusive of reported coal reserve tons (see Section 12.0). Resources are reported based on the coal resource estimate methodology described and are summarized in Table 11.2-1 as follows: Table 11.2-1 In-Place Coal Resource Tonnage and Quality Estimate, as of December 31, 2022 Seam (Acres) Thickness (Ft) Measured Indicated Total Area Average Coal In-Place Resources (000 Tons) Red Ash 2 Tiller Greasy Creek 2 Pocahontas 11 Pocahontas 10 Pocahontas 9-2 Pocahontas 9-1 Pocahontas 6 Pocahontas 5 Pocahontas 4 Pocahontas 3 Squire Jim Total Notes: 2,420 2,210 675 1,295 2,055 5,513 5,145 1,411 7,655 6,609 22,457 42,670 100,115 3.5 3.8 2.3 3.1 2.8 3.2 3.0 2.7 3.0 4.5 3.0 3.2 3.2 15,740 11,230 3,325 8,030 11,075 33,226 9,700 8,303 41,755 50,233 122,493 243,471 558,581 — — — — — 45 15,920 — 1,512 6,683 8,482 37,734 70,376 Inferred — — — — — — 4,495 — — — — — 4,495 15,740 11,230 3,325 8,030 11,075 33,271 25,620 8,303 43,267 56,916 130,975 281,205 628,957 Coal Quality (Raw Dry Basis) Relative Density (Lbs/CF) 86.48 92.68 97.27 91.73 87.94 86.95 88.61 101.74 85.44 88.96 88.02 94.39 91.06 Ash (%) 8.3 22.4 30.6 22.6 15.9 17.0 17.0 38.1 11.4 18.2 16.2 25.0 20.4 · Mineral Resources reported above are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves. Mineral Resources reported here are exclusive of Mineral Reserves. Resource probable economic mineability based on underground minable resources with 2.0 feet minimum seam thickness, surface and highwall mines with 1.0 feet minimum seam thickness, area mining with a cutoff stripping ratio of 20:1, and primarily metallurgical low and mid volatile coal product realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine) · · Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding March 9, 2023 Page 46 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 11.3 TECHNICAL AND ECONOMIC FACTORS FOR DETERMINING PROSPECTS OF ECONOMIC EXTRACTION A Preliminary Feasibility Study was conducted to assess the prospects for economic extraction of coal within the Berwind Complex. Ramaco’s forecasted Berwind Complex FOB mine coal sales prices are $168.91 per ton in 2023, $168.90 in 2024, $168.54 in 2025 and thereafter $166.56 to $177.00 per ton through 2049. Ramaco’s sales price projections conform to published forward price curves for coal of similar quality to that of the Berwind Complex. The sales price is further supported in Section 16.0 of this report. Capital expenditures are discussed in further detail in Section 18.1. In summary, capital expenditure costs are projected to average $9.77 per ton over the Berwind Complex LOM Plan, compared to the actual average Berwind Complex capital expenditure cost of $153.43 per ton from 2018 through 2022. The period from 2018 through 2022 included high development capital and low production for the Berwind No. 1 Mine and high capital expenditures for refurbishing the Berwind Preparation Plant. Operating cash costs are discussed in further detail in Section 18.2. In summary, operating cash costs are projected to average $100.67 per ton over the Berwind Complex LOM Plan, compared to actual average Berwind Complex operating cost of $114.98 per ton from 2018 through 2022. The historical costs were elevated as a result of development of the thinner Pocahontas 3 Seam to access the Pocahontas No. 4 Seam at the Berwind No. 1 Pocahontas 4 Deep Mine. Total projected capital expenditures and operating cost of $110.43 per ton and a coal sales price per ton as indicated above, provide a reasonable basis for WEIR to determine that all underground mineable coal with thickness greater than 2.0 feet, surface and highwall mineable coal with seam thickness greater than 1.0 feet, and surface and contour mineable coal with stripping ratio of approximately 20:1 or lower, has prospects of economic extraction within the Berwind Complex. 11.4 MINERAL RESOURCE CLASSIFICATION Mineral Resource estimates prepared for the Berwind Complex are based on the Regulation S-K Item 1302(d), which established definitions and guidance for mineral resources, mineral March 9, 2023 Page 47 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. reserves, and mining studies used in the United States. The definition standards relative to resources are as follows: Mineral Resource: Mineral resource is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. · · Inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve. Indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve. · Measured mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a Qualified Person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral March 9, 2023 Page 48 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve. Geostatistical methods were applied to drillhole and mine measurement coal thickness data for four primary seams at the Berwind Complex to develop variogram ranges (radii) used for resource classification. Figure 11.4-1 illustrates the variogram for the Tiller No. 1 Seam, containing 649 seam thickness measurements. Table 11.4-1 shows the sample count, Measured and Indicated resource ranges determined by the variogram model, and average sample spacing in feet for the Jawbone No. 1, Pocahontas No. 4, and Tiller No.1 and No. 2 seams at the B. Variographic ranges were similar in each seam, demonstrating seam thickness continuity over 9,000 feet in each case. Theoretical ranges estimated for Measured (to 3,000 feet) and Indicated (to 9,200 feet) resources in the analysis demonstrates the spatial continuity of mineable coal seam thickness at the Berwind Complex. Figure 11.4-1 Variogram Model Tiller No. 1 Seam Thickness March 9, 2023 Page 49 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Table 11.4-1 Theoretical Variogram Ranges Variogram Jawbone No. 1 Seam Pocahontas No. 4 Seam Tiller No. 1 Seam Tiller No. 2 Seam Figure Sample Count 1,290 865 649 702 1 2 3 4 Measured Range (Ft) Indicated Range (Ft) 2,250 7,300 3,050 4,800 6,800 22,000 9,200 14,500 As depicted above, variability in drillhole thickness measurements is highly correlated with the distance between individual drillholes, in particular within the theoretical ranges for Measured and Indicated tonnage. Additionally, WEIR’s generation and review of the applicable quality contours further supports the continuity of coal quality throughout the deposit. Table 11.4-2 shows overall quality parameters for the coal seams at the Berwind Complex. Table 11.4-2 Statistics for Composited Drillhole Samples Quality Parameter Audibert-Arnu Maximum Dialation (%) Composition Balance Index Free Swell Index Gieseler Maximum Fluidity (DDPM) HGI Inerts (%) Raw Ash (%) In-Place Relative Density Reflectance (ROMAX, %) Rank Stability Index Coal Oxidation by Light Transmittance (%) Ash (%) BTU/lb Sulfur (%) Volatiles (%) Yield (%) Number of Samples 116 48 374 219 17 61 357 925 112 48 99 17 809 507 803 721 923 Total Sample Length (Ft) Minimum Value Maximum Value Average Value 314 135 1,020 586 60 169 984 2,585 323 135 289 60 2,223 1,361 2,206 1,983 2,582 0 0.51 3.1 1 94 8.2 2.7 1.27 1.2 0.6 42.0 97.0 2.0 12,509 0.37 15.5 10.4 300 7.63 9 30,000 105 36.3 62.1 1.96 1.71 7.0 65.0 99.0 19.1 15,505 3.50 37.4 100.0 188 5.38 8.6 9,457 99 25.8 20.4 1.44 1.45 4.7 55.7 97.7 5.9 14,627 0.85 26.2 74.8 Note: Unless otherwise specified, analyses are on a Dry Basis for coal washed at 1.50 specific gravity Within the Measured and Indicated classifications, WEIR has demonstrated a level of geological confidence sufficient to allow for the application of modifying factors to support detailed mine planning and evaluation of the economic viability of the deposit. Beyond the four coal seams mentioned above, there are no outlier seams being considered for resources that display anomalous behavior in comparison. As such, classification radii utilized by WEIR in this study are as follows: March 9, 2023 Page 50 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. · Measured: 0 - 3,000 feet (based on 905 observations informing estimate of coal thickness within this range) · · Indicated: 3,000 - 9,200 feet (based on 905 observations informing estimate of coal thickness within this range) Inferred: greater than 9,200 feet (based on 905 observations informing estimate of coal thickness within this range) 11.5 UNCERTAINTY IN ESTIMATES OF MINERAL RESOURCES Mining is a high risk, capital-intensive venture and each mineral deposit is unique in its geographic, social, economic, political, environmental, and geologic aspects. At the base of any mining project is the mineral resource itself. Potential risk factors and uncertainties in the geologic data serving as the basis for deposit volume and quality estimations are significant considerations when assessing the potential success of a mining project. Geological confidence may be considered in the framework of both the natural variability of the mineral occurrence and the uncertainty in the estimation process and data behind it. The mode of mineralization, mineral assemblage, geologic structure, and homogeneity naturally vary for each deposit. Structured variability like cyclic depositional patterns in sedimentary rock can be delineated mathematically with solutions like trend surface analysis or variography. Unstructured variability, in the distribution of igneous rock composition, for example, is more random and less predictable. The reliability of mineral resource estimation is related to uncertainties introduced at different phases of exploration. Resources meeting criteria for Measured, Indicated, and Inferred categories are determined by the quality of modeled input data, both raw and interpreted. An exploration program comprises several stages of progressive data collection, analysis, and estimation, including: ● Geological data collection ● Geotechnical data collection ● Sampling and assaying procedures ● Bulk density determination ● Geological interpretation and modeling ● Volume and quality estimation ● Validation ● Resource classification and estimation March 9, 2023 Page 51 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Error may be introduced at any phase. Data acquisition and methodologies should be properly documented and subject to regular quality control and assurance protocols at all stages, from field acquisition through resource estimation. Managing uncertainty requires frequent review of process standards, conformance, correctional action, and continuous improvement planning. Risk can be minimized with consistent exploration practices that provide transparent, backwards traceable results that ultimately deliver admissible resource estimates for tonnage and quality. As discussed in Sections 8.0, 9.0, and 10.0, it is WEIR’s opinion that Ramaco’s methodology of data acquisition, record-keeping, and QA/QC protocols are adequate and reasonable for resource estimation at the Berwind Complex. In summary, WEIR has reviewed all geologic and geotechnical data inputs, collection protocols, sampling, assaying, and laboratory procedures serving as the basis for the deposit model, its interpretation, and the estimation and validation of the volume and quality of coal resources at the Berwind Complex. The spatial continuity of all seams with resource attributes at the Berwind Complex is well demonstrated by professionally developed, well maintained, quantitative and qualitative data. WEIR finds no material reason, regarding geologic uncertainty, that would prohibit acceptably accurate estimation of mineral resources. 11.6 ADDITIONAL COMMODITIES OR MINERAL EQUIVALENT There are no other commodities or minerals of interest within the Berwind Complex resource area other than the coal deposit discussed in this TRS. 11.7 RISK AND MODIFYING FACTORS The existing and planned underground mines in the complex are above drainage and relatively dry, which decreases the risk for bad floor conditions from the presence of underclays. The consistency of the seams within the complex and good exploration drilling coverage combine to reduce geological risks at the complex. This also relates to product quality risks, which WEIR sees as low for the same reasons. The appearance and disappearance of partings within mined benches is expected and is difficult to accurately map without extensive drilling. However, these partings are of little consequence to the final product, apart from the marginal additional processing costs involved at the preparation plant for non-coal partings removal. March 9, 2023 Page 52 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. A large percentage (approximately 99 percent) coal deeds and leases in planned mining area have been secured by Ramaco at the Berwind Complex and WEIR finds no high risks associated with these coal deeds and leases. Resources that exist in currently unplanned mining areas are well situated for potential mining as the total size of the uncontrolled areas are not significant in comparison to the total acres in potential mining areas. Risk is also associated with volatility of coal market prices. Significant variations in operating costs, capital expenditures, productivity, and coal sales prices could impact the economic mineability of the Berwind Complex. Unforeseen changes in legislation and new industry developments could alter the performance of Ramaco by impacting coal consumer demand, regulation and taxes, including those aimed at reducing emissions of elements such as mercury, sulfur dioxides, nitrogen oxides, particulate matter or greenhouse gases. The emphasis on reducing emissions, however, is more of a concern for mines producing a thermal coal product, as opposed to the metallurgical coal produced from the Berwind Complex. March 9, 2023 Page 53 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 12.0 MINERAL RESERVE ESTIMATES 12.1 KEY ASSUMPTIONS, PARAMETERS, AND METHODS The conversion of resources to reserves at the Berwind Complex considers the effects of projected dilution and associated loss of product coal quality, projected coal sales prices, operating costs, regulatory compliance requirements, and mineral control. These factors all determine if the saleable coal product will be economically mineable. The design of executable mine plans that accommodate the planned mining equipment and facilities and provide a safe work environment is also considered. For Ramaco’s underground room and pillar operations, it should be noted that retreat mining will be implemented in most of the existing and planned underground operations within the complex. This will result in 50 to 80 percent mining recovery of coal. The Berwind Complex mine layouts have several key variables that will largely impact coal recovery. Pillar and panel dimensions are based on minimum, maximum, and optimal equipment operating parameters, as well as geotechnical considerations relative to the safety of the mining operations and subsidence predictions. Based on a mine’s historical performance and projected mineral continuity, the mine design is the primary consideration, apart from mineral resource classification, whereupon resources are converted to reserves at the Berwind Complex. Based on WEIR’s review and evaluation of the Berwind Complex LOM plans, the justification for conversion of resources to reserves was based on specific criteria. In addition to the criteria stated in Section 11.0 for resources, the following criteria were used to estimate reserves for the Berwind Complex: ● Reserves were estimated as of December 31, 2022. ● Underground mining recovery of 50 to 80 percent (dependent on the extent of retreat mining that can be performed), surface mining recovery of 90 percent, and highwall mining recovery of 40 percent. ● A minimum of two inches of out of seam dilution is included in the ROM underground tonnage estimates, except in areas where the total seam thickness is greater than the maximum mining height. ● A highwall mining maximum penetration depth of 800 feet, in areas where such depth could be achieved. Areas where a minimum of 400 feet of penetration depth could not March 9, 2023 Page 54 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. be achieved, as a result of any site-specific boundary limitations including extent of underground mining, were excluded from the reserve classification. ● The point of reference for reserve estimates is post preparation plant processing and recoverable tons were adjusted for a theoretical preparation plant yield based on drillhole and channel sample analyses washed at a 1.50 specific gravity. ● A conservative preparation plant efficiency factor of 95.0 percent was applied to reflect actual performance of the preparation plant, compared to theoretical laboratory results at a 1.50 specific gravity. ● The estimate of reserve tons includes areas that are exclusively within the current Berwind Complex LOM plans. 12.2 ESTIMATES OF MINERAL RESERVES The coal reserves that represent the economically viable tonnage controlled by Ramaco at the Berwind Complex, based on the coal reserve estimate methodology described, are shown in Table 12.1-3 as follows: Table 12.1-3 Clean Recoverable Coal Reserve Tonnage and Quality Estimate, as of December 31, 2022 Product Quality Total Area (Acres) Average Seam Thickness (Ft) Clean Recoverable Reserve (000 Tons) Total Probable Proven Ash (%) Average Coal Quality (Raw Dry Basis) Relative Density (Lbs/CF) Low Vol Mid Vol Low Vol Low Vol Low Vol 7,116 2,536 130 21 128 9,931 4.2 3.7 3.5 2.5 3.1 4.0 16,897 6,188 237 22 141 23,485 26 22 — — 37 85 16,923 6,210 237 22 178 23,570 23.7 10.6 38.1 50.1 11.1 20.3 92.82 84.32 101.74 109.24 84.89 89.98 Mine / Seam Berwind No. 1 Deep Mine Pocahontas 4 Laurel Fork Deep Mine Pocahontas 3 Triad No. 2 Deep Mine Pocahontas 6 Pocahontas 5 Triple S Highwall Mine Pocahontas 5 Total Notes: · Mine) Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency · Mineral Reserves estimated based on predominately low and mid volatile metallurgical coal product at a sales price of $169 per ton and cash cost of $101 per clean ton (FOB · Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding · Mineral Reserves are reported exclusive of Mineral Resources March 9, 2023 Page 55 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 12.3 ESTIMATES OF RESERVE CUT-OFF GRADE The seams within the Berwind Complex display consistent quality attributes representative of high-quality metallurgical coal. Current mine plans involve low to mid volatile products. One significant variable regarding cost considerations is OSD which results in additional preparation plant costs to obtain a saleable coal product. Preparation plant throughput is also a consideration. However, preparation plant ROM throughput is not a limitation at the Berwind Complex, and the incremental cost of "washing out” the additional OSD as a result of minimum mining heights for equipment clearance does not forgo mining coal seams with thicknesses of 2.0 feet. Mining heights below 2.0 feet result in increased operational difficulty given equipment limitations and capabilities. WEIR did not discover any areas within the complex where washed coal quality parameters for planned mining tonnage was deficient relative to maintaining a high-quality metallurgical grade coal status. In summary, based on Ramaco’s Berwind Complex historical and consistent saleable coal product quality, current coal sales contract specifications, and the projected coal quality that has been modeled, WEIR does not foresee any deviations that would adversely affect future coal sales. 12.4 MINERAL RESERVE CLASSIFICATION WEIR prepared the Berwind Complex reserve estimates in accordance with Regulation S-K Item 1302(e), which establishes guidance and definitions for mineral reserves to be used in the United States. The SEC Regulation S-K 1300 Definition Standards relative to reserves are as follows: Modifying factors are the factors that a qualified person must apply to indicated and measured mineral resources and then evaluate to establish the economic viability of mineral reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include but are not restricted to: Mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project. A mineral reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an March 9, 2023 Page 56 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. · Probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource. · Proven mineral reserve is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. Within the extent of the LOM Plan for the Berwind Complex, Measured Resources were converted to Proven Reserves and Indicated Resources were converted to Probable Reserves. 12.5 COAL RESERVE QUALITY AND SALES PRICE Berwind Complex coal quality was determined by modeling the drillhole coal quality for the reserve areas. The average dry basis coal quality by seam, for raw coal and washed coal at a 1.50 specific gravity, for the reserves are shown in Table 12.5-1 as follows: Table 12.5-1 Average Reserve Coal Quality Raw Relative Density (Lbs/CF) Ash (%) Ash (%) Sulfur Volatile Matter (%) Coal Quality (Dry Basis) Washed @ 1.50 Specific Gravity Calorific Theoretical Audibert-Arnu Composition Calculated Free Hardgrove Total Reflectance Value (Btu/lb.) Plant Yield (%) Maximum Dilation (%) Balance Index Stability Index Fluidity Swell DDPM Index Grindability Index Inerts (%) ROMAX (%) 24.5 23.6 23.7 93.36 92.73 92.82 6.6 6.2 6.3 0.70 0.65 0.66 20.3 20.3 20.3 14,665 14,719 14,712 67.1 67.8 67.7 105 89 91 4.69 4.73 4.72 59.4 58.4 58.6 836 658 683 8.7 8.7 8.7 98 99 99 20.4 24.0 23.5 1.51 1.50 1.50 10.6 84.32 5.8 0.71 23.2 14,817 87.6 142 5.54 56.9 614 7.9 96 26.3 1.52 38.1 50.1 39.5 11.1 20.9 101.74 109.24 102.58 84.89 91.04 5.4 7.7 5.6 7.5 6.2 0.93 0.85 0.92 0.73 0.67 20.1 19.9 20.1 20.0 20.9 14,957 14,480 14,904 14,573 14,736 54.0 46.8 53.2 88.9 72.0 ND ND — 46 104 ND ND — 2.38 4.82 ND ND — 58.7 57.9 ND ND — ND ND — 296 1,005 9.0 8.5 ND ND — 103 98 ND ND — 25.5 24.1 ND ND — 1.43 1.50 Mine/Seam Berwind No. 1 Deep Mine Pocahontas No. 4 Rider Pocahontas No. 4- 2 Average Laurel Fork Deep Mine Pocahontas No. 3- 2 Triad No. 2 Deep Mine Pocahontas No. 6- 2 Pocahontas No. 5- 3 Average Triple S Highwall Mine Pocahontas No. 5- 1 Berwind Complex Average ND=No Data The average quality for the reserve tons shows that the Berwind Complex ranges from a high quality low volatile to a high quality mid volatile metallurgical coal product, all which possess good coking properties. The range of dry washed volatile matter is between 19.9 and 23.2 percent, with an average of 20.9 percent. The average proximate analyses reflect an overall coal product that is relatively low in ash and sulfur, and high in calorific value. Other quality March 9, 2023 Page 57 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. parameters such as ROMAX, Free Swelling Index, Audibert-Arnu Maximum Dilation, and Gieseler Fluidity indicate high quality metallurgical grade coal products. Ramaco’s forecasted Berwind Complex FOB mine coal sales prices are $168.91 per ton in 2023, $168.90 in 2024, $166.56 in 2025 and thereafter $166.56 to $177.00 per ton through 2049. Ramaco’s sales price projections conform to published forward price curves for coal of similar quality to that of the Berwind Complex. The sales price is further supported in Section 16.0 of this report. 12.6 RISK AND MODIFYING FACTORS Due to the relatively high continuity of the coal seams within the Berwind Complex LOM plans (both in terms of structure and quality), geologic uncertainties do not appear to pose a significant mining risk. The operating mines at Berwind Complex have good safety records and maintain diligent regulatory compliance. Workforce census has been and is expected to remain stable. The primary mining equipment is well-maintained, as observed from WEIR’s site visits, and has sufficient capacity to attain projected levels of productivity and production. This further contributes to the Berwind Complex being a relatively low risk operation. As previously noted, mineral rights have been acceptably secured for all operating and planned mines. Coal recovery is an important aspect in assessing the economic viability of a mine. Based on Ramaco’s historical extraction rates, WEIR does not anticipate significant deviation of product recovery in the future. For deep mines, aerial recovery is based on the pillar size that has been designed for the operation, which is dependent on depth of cover and overlying rock strength and quality. The pillar design is mostly intended to provide safe operation of the primary coal extraction efforts. WEIR utilized an average mining recovery of 50 percent for the Berwind Complex continuous miners for first mining and an additional 30 percent mining recovery for retreat mining. This is consistent with typical industry standards and with actual mining recovery reported by Ramaco. Risk is also associated with the volatility of coal market prices. Significant variations in operating costs, capital expenditures, productivity, and coal sales prices could impact the economic mineability of the Berwind Complex. Economic analyses and associated sensitivities are further detailed in Section 19.0. March 9, 2023 Page 58 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 13.0 MINING METHODS The underground mining method at the Berwind Complex is room and pillar mining utilizing continuous miners. Mains and submains are generally developed on 120 feet by 90 feet centers. Panels are generally developed on 70 feet by 70 feet centers, depending on depth of cover and exposed surface structure concerns with potential subsidence. Mine entry widths are approximately 20 feet for all entries. Retreat mining in the panels, where it is permitted, increases overall mining recovery to approximately 80 percent. Due to lack of surface structures within the complex, retreat mining is planned for the majority of the underground mining areas. Although Ramaco has subsidence rights, Ramaco acknowledges the rules and regulations in regard to measures to be taken to mitigate or remedy any material damage or diminution in value that may occur to surface lands, structures, or facilities due to subsidence. No deep mining is proposed within 50 feet of gas wells. 13.1 GEOTECHNICAL AND HYDROLOGICAL MODELS 13.1.1 Geotechnical Model Ramaco bases its underground mine pillar design on; 1) the general characteristics of the roof, coal, and floor strata in concert with Analysis of Coal Pillar Stability (ACPS) and Analysis of Retreat Mining Pillar Stability (ARMPS) software which are both accepted industry standards, 2) experience in the mining industry, and 3) results from similar or adjacent mines. Underground mining conditions at the Berwind Complex are consistent with roof and floor being primarily shales and sandstones, with competent coals seams (See Figure 6.3-1). Pillars for first mining are designed according to minimum unconfined compressive strengths (UCS) of materials such that pillar stability is greater than 2.0. In the currently active and planned underground mines on the Berwind Complex, the first mining protection zones are limited to small areas where there are intermittent streams with less than 200 feet of cover. Generally speaking, the UCS of shale ranges from 2,000 to 20,000 pounds per square inch (psi) while sandstone ranges from 7,000 to 35,000 psi. The compressive strength of the coal used in the coal pillar stability analysis is 900 psi, realizing a safety factor of at least 2.0 above the safety factor in the coal pillar analysis, when using the lowest value for the compressive strength of shale. Due to this large safety factor when using the minimum commonly accepted UCS value for shale, and since the only protection zones are for intermittent streams in areas of less than 200 feet of cover, Ramaco has waivers in its WVDEP and VDE permits for analysis of the engineering properties of soft rock. March 9, 2023 Page 59 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. The subsidence surveys have identified some gas wells and associated gas lines in proposed underground mining areas. The owners of the gas wells have been identified on the Subsidence Survey Map in the associated WVDEP and VDE permits. No mining is proposed within 50 feet of the gas wells. No protection is proposed for the surface gas lines within the proposed mining areas. Ramaco has roof control plans for all of its permitted underground mines. The plans must be approved by the MSHA before mining can commence. The MSHA routinely performs inspections to ensure that the roof control plans are being properly implemented. For Ramaco’s surface mining operations, standing highwall configurations are not substantial enough to warrant specific geotechnical studies. Maximum cut slopes and safety benches are maintained according to MSHA-approved Ground Control Plans. For highwall mining operations, hole spacing is based on ACPS analysis and previous results in combination with accepted industry standards. The maximum anticipated recovery within highwall mining areas is less than 50 percent, which should not result in subsidence. No other measures are required to prevent or minimize subsidence or subsidence related damage. Because no subsidence is anticipated from the proposed highwall mining, no plan for monitoring the extent of subsidence is proposed at this time. No water supplies are located above the proposed highwall mining areas. In summary, no specific detailed geotechnical models or data sets have thus far been created for Ramaco’s existing or planned mining operations at the Berwind Complex. WEIR notes that to date, Ramaco has not experienced any significant stability problems at its Berwind Complex mines. Based on WEIR’s experience in the coal industry and Ramaco’s successful operating history, both in regard to geotechnical considerations, Ramaco is operating its mines in accordance with industry acceptable geotechnical evaluation and standards. 13.1.2 Hydrogeological Model The Berwind Complex is regionally within the Virginia Big Sandy River Basin and Upper Guyandotte River watershed of West Virginia. The Clinch River, to the south of the complex, is the primary hydrological feature in the local area and is a tributary of the Tennessee River. The major hydrogeological unit in the area is the Lower Pennsylvanian. March 9, 2023 Page 60 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Recharge rates for aquifers in this area are relatively low at approximately 12 inches per year. Transmissivity data for the Norton Formation in the region shows relatively high rates of 100 to 2000 square feet per day (Aquifer-Characteristics Data for West Virginia, Water-Resources Investigations Report 01-4036, USGS/West Virginia Bureau for Public Health, 2001). These data both suggest unconfined aquifers, and this generally supports the hydrology sections of permits for the Ramaco mines on the property. A 1993 study conducted by the USGS in cooperation with the VDE in the immediate vicinity further supports this and suggests that the primary aquifers with significant horizontal flow in the area are due to relatively shallow fracture flow systems. Coal seams also act in horizontal flow systems typically resulting in discharge as springs or seeps on hill slopes, or recharge of coal seams at depth. The study found that as depth increases beyond 100 feet, hydraulic conductivity significantly decreases for strata other than coal. This results in little deep regional ground-water flow. Due to the rural nature of the area, there are several cooperative and private water wells on and adjacent to the Berwind Complex. There are also structures that utilize the Public Service District water services, and those that utilize both. This ground water inventory information has been summarized by Ramaco in its permit applications. The operating and planned Ramaco mines are and will be constructed above drainage and above all domestic surface and groundwater sources. Due to above drainage construction and low aquifer recharge rates in the area, the Ramaco mines are relatively dry with little concern for water infiltration. Fracturing and weathering are invariably present in varying degrees in shallow rocks throughout the property. Fracturing affects the hydrologic regime by controlling subsurface water flow (and thus weathering) due to the very low permeability of un-fractured strata. Infiltration due to this fracturing is sometimes encountered but is insignificant to mine operations. Surface Water Runoff Analyses are included in permit submittals and indicate that stream flows will not increase during or after mining, therefore there will be no increased potential for flooding or channel scouring. In general, diminution, or interruption of any water supply, as a result of the Ramaco mines, is not anticipated. Groundwater inventories, water quality data, water balance, recharge and seepage rates have been reviewed in the approved permits and current permit revisions, including hydrologic impact assessments outlining risks, monitoring program detail, and mitigation obligations. March 9, 2023 Page 61 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Ramaco’s approach to obtaining and managing its surface and groundwater data for the Berwind Complex has been demonstrated to be adequate and aligned with regulatory requirements and standard industry practices. WEIR finds no material barriers to the continued success of the Berwind Complex regarding hydrologic impact or compliance. 13.1.3 Other Mine Design and Planning Parameters Mine ventilation is a primary design concern for underground mines. WEIR has reviewed Ramaco’s designs and planning for this aspect of its mining operations and has found no significant problems concerning adequacy of ventilation fans or fan locations. Proximity to previously underground mined areas above or below the operating or planned underground mine is an important consideration at the Berwind Complex, since there are many areas that have been previously mined in many coal seams. WEIR reviewed Ramaco’s mines in proximity to previous mine workings and associated fracture depths and cones used by Ramaco and found no concerns for its existing or planned mining operations. Underground mine surface facilities and surface mining sites require drainage designs to control surface water runoff. WEIR has reviewed Ramaco’s designs, which have been approved in its WVDEP, VDEP, and NPDES permits, and found the designs to be adequate and consistent with industry standards. 13.2 PRODUCTION, MINE LIFE, DIMENSIONS, DILUTION, AND RECOVERY 13.2.1 Production Rates Berwind No. 1 Pocahontas 4 Deep Mine Two continuous miners operate in a supersection at this mine. Supersections are continuous miner sections with split ventilation that allows the operation of two continuous miners on the section, which significantly enhances continuous miner section productivity. Access is provided via slope from the Berwind No. 1 Pocahontas 3 Deep Mine, which will remain inactive for an undetermined period of time. Ramaco commenced production at the Berwind No. 1 Pocahontas 4 Deep Mine in late 2021 after completion of the slope. The mine is currently idle but is expected to be reactivated in April 2023, and will add two additional supersections to mine reserves acquired in the Amonate acquisition. Approximately 33 personnel are currently employed. March 9, 2023 Page 62 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Laurel Fork Pocahontas 3 Deep Mine This mine was previously known as Harvest Time No. 6 Deep Mine and produces coal from the Pocahontas 3 Seam. Ramaco commenced production at this mine in the First Quarter 2022. There is one supersection currently operating at this mine, which currently employs approximately 51 personnel. Triad No. 2 Deep Mine This is a single-section continuous miner operation in the Pocahontas No 6 and 5 seams. Ramaco commenced production at this mine in the Fourth Quarter 2022. This mine currently employs approximately 55 personnel and a belt conveyor is being installed to transport the ROM coal to the Berwind Preparation Plant. Triad Pocahontas 4 Deep Mine The Tria Pocahontas 4 Deep Mine depleted its reserves in 2022, although there are still approximately 16 personnel involved in site decommissioning. Triple S Highwall Miner Mine A Superior highwall miner operates in the Pocahontas No. 5 Seam at this mine and Ramaco is in the process of submitting a permit revision to add area and contour mining to the existing permitted area. There are approximately 14 Ramaco personnel employed at this mine. Ramaco currently employs a contractor to clean the bench in front of the highwall miner. This bench was previously contour mined prior to Ramaco operations at Triple S. This bench was also previously auger mined to relatively short lengths compared to the capability of the Superior highwall miner. Prior to highwall mining with the Superior machine, Ramaco backfills the old auger holes with a low strength grout to help ensure that there is no subsidence after their highwall mining activities. This backfilling of old auger holes is required by MSHA. The Superior highwall miner cuts are planned at approximately 800 feet in length at full seam thickness, and an 11 feet cut width. Planned highwall miner penetration lengths started out less than planned due to operational difficulties through the old augered areas, however, Ramaco promptly made adjustments and has since been successfully achieving the planned 800 feet cut lengths. Actual clean coal production attained by the Berwind Complex for 2018 through 2022 is shown in Table 13.3.1-1 as follows: March 9, 2023 Page 63 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Mine Berwind No. 1 Pocahontas 4 Deep Mine Laurel Fork Pocahontas 3 Deep Mine Triad No. 2 Deep Mine Triad Pocahontas 4 Deep Mine Triple S Berwind Complex Total Table 13.2.1-1 Berwind Complex Historical Clean Production 2018 2019 2020 2021 2022 Average Clean Tons 80,923 — — — — 80,923 188,241 — — — — 188,241 147,330 — — — — 147,330 16,868 — — 163,720 — 180,588 134,097 79,090 37,621 141,870 23,900 416,578 113,492 79,090 37,621 152,795 23,900 202,732 Actual and projected ROM and clean coal production, and preparation plant yield for the each of the mines for the first 20 years of the Berwind Complex LOM Plan are shown in Table 13.2.1-2 as follows: Table 13.2.1-2 Berwind Complex LOM Plan Projected ROM and Clean Production, and Preparation Plant Yield ROM Tons (000) Berwind No. 1 Pocahontas 4 Deep Mine Laurel Fork Pocahontas 3 Deep Mine Triad No. 2 Deep Mine Triad Pocahontas 4 Deep Mine Triple S Total Clean Tons (000) Berwind No. 1 Pocahontas 4 Deep Mine Laurel Fork Pocahontas 3 Deep Mine Triad No. 2 Deep Mine Triad Pocahontas 4 Deep Mine Triple S Total Preparation Plant Yield (%) Berwind No. 1 Pocahontas 4 Deep Mine Laurel Fork Pocahontas 3 Deep Mine Triad No. 2 Deep Mine Triad Pocahontas 4 Deep Mine Triple S Average (1) 2022 Actual 2022 (1) 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 244 157 71 268 197 936 134 79 38 142 83 475 55.1 50.3 53.0 53.0 41.9 50.8 454 499 717 — 364 2,034 159 226 259 — 152 796 35.0 45.3 36.2 — 41.8 39.2 1,398 519 — — 89 2,006 537 208 — — 63 808 38.4 40.2 — — 70.3 40.3 1,485 513 — — — 1,998 626 217 — — — 843 42.2 42.3 — — — 42.2 1,892 481 — — — 2,373 735 240 — — — 975 38.8 49.9 — — — 41.1 2,176 418 — — — 2,595 1,130 200 — — — 1,330 51.9 47.7 — — — 51.3 2,179 399 — — — 2,577 1,109 215 — — — 1,324 50.9 53.8 — — — 51.4 2,238 410 — — — 2,648 1,008 213 — — — 1,221 45.1 52.0 — — — 46.1 2,309 342 — — — 2,652 978 143 — — — 1,121 42.3 41.8 — — — 42.3 2,235 218 — — — 2,452 982 65 — — — 1,046 43.9 29.8 — — — 42.7 2,207 302 — — — 2,509 1,002 54 — — — 1,055 45.4 17.8 — — — 42.1 13.2.2 Expected Mine Life Individual mines at the Berwind Complex typically have expected mine lives varying from two years and beyond, with 10 years an approximate average. Because the mines are being March 9, 2023 Page 64 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. staged in development, estimation of an expected life of mine for the complex is not appropriate, since there are fairly vast resources available to be mined as reported in Section 11.0. As mining at the complex progresses, future mines will be planned and scheduled as necessary to meet internal Ramaco goals as they align with market conditions. WEIR and Ramaco both acknowledge that this reporting methodology may result in the need for future updates to this TRS. 13.2.3 Mine Design Dimensions The projected mining for the various mine plans are shown on Figures 13.5-1 through 13.5-4. Mine design criteria utilized for these mine plans are as follows: · Gas Wells Ø State Permit required to mine within 500 feet of a well Ø MSHA Permit required to mine within 150 feet of a well Ø Active Well barrier - tangent of 15 degrees x depth of cover or 50 feet, whichever is greater Ø Inactive Well barrier - tangent of 5 degrees x depth of cover or 50 feet, whichever is greater Ø Plugged Wells - mine-through is allowed with acquisition of proper State and MSHA Permits · Pillar Size Ø ARPMS stability factor of 2.0 or greater for mining under protected areas, which is primarily intermittent streams with less than 200 feet of cover. Ø ARMPS stability factor of 1.5 or greater for all other room and pillar development. · Depth of Cover Ø Ramaco implements a 100 feet minimum depth of cover for all of their underground mines · Areas without Subsidence Rights Ø ARMPS stability factor of 2.0 or greater will be maintained during first mining. Ø Retreat mining will extend no closer than a tangent of 30 degrees times depth of cover to the property boundary. · Coal Thickness Ø Mining is not planned in areas of coal seams less than 2.0 feet in thickness. March 9, 2023 Page 65 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Ø Continuous miner units are assumed to mine the entire seam thickness (averaging approximately 3.0 feet and ranging from 2.0 to 10.0 feet). 13.2.4 Mining Dilution OSD on continuous miner units for Ramaco’s Berwind Complex typically consists of a total of two to three inches of waste from the roof and/or floor. Some areas may require mining more OSD to accommodate mine facilities such as ventilation or conveyors. OSD is not included in the reserve or resource estimates since all underground ROM coal is processed at the preparation plant, which effectively eliminates OSD from the saleable coal product. 13.2.5 Mining Recovery Mining recovery when utilizing continuous miner mining is based on the pillar design, which is in turn based on depth of cover. Mining recovery varies based on whether developing main or sub-main entries, or a production panel due to the longevity requirements for the mine entries. Mining recovery for first mining at the complex is approximately 50 percent, based on pillar design. In the areas where retreat mining is conducted, an additional 30 percent mining recovery is achieved. For surface mining, a recovery of 90 percent was projected. The designed hole spacing for highwall mining results in a mining recovery of approximately 40 percent. 13.3 DEVELOPMENT AND RECLAMATION REQUIREMENTS 13.3.1 Underground Development Requirements The Berwind Complex currently has two active underground mines, an idle underground mine, and an active surface mine. As the underground mines progress, continuous development is required for extensions of belt conveyors, mine power, pipelines, track, and ventilation facilities. Future ventilation punchouts, or bleeder holes, are anticipated for areas where retreat mining is executed, applicable at most deep mines within the complex. Each bleeder hole installation will be completed just prior to starting panel development. March 9, 2023 Page 66 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Minor development such as drilling holes for rock dust and electrical distribution from the surface may be required at some of the mines, where existing underground mine development is extensive. 13.3.2 Reclamation (Backfilling) Requirements The construction of underground mines requires the removal of material to create an adequate working surface for the underground mine face- up, haul roads, mine surface facilities, and access roads. Upon mine closure, selected areas will be reclaimed to near Approximate Original Contour (AOC). Other areas will be left in-place as per the approved alternate post-mining land use requirements. Regrading and backfilling activities will commence within 180 days after the mining operations are complete. As part of Ramaco’s surface mine plans, the contour mining method will require backfilling as mining progresses. Some of these areas involve facing up Abandoned Mine Lands (AML or, pre-1977 Surface Mine Reclamation Act law). Material from the current contour cuts will be used to re-slope previously contour-mined areas to AOC. To the extent possible, Ramaco avoids the use of valley fills during surface mining operations in preference to backfilling of previously contour mined working areas. WEIR has reviewed Ramaco’s 1/11/23 Asset Retirement Obligations (ARO) summary for the period ending 12/31/22, and backfilling obligations appear to be properly accounted for at its mines. Based on Ramaco’s permits with the WVDEP and VDE, bonding requirements are current and at satisfactory levels at the Berwind Complex (see Section 17.3 and 17.5 for additional details on bonding and mine closure planning). 13.4 MINING EQUIPMENT AND PERSONNEL 13.4.1 Mining Equipment The Berwind Complex is currently utilizing the following industry standard mining equipment on the continuous miner sections, as shown in Table 13.4-1. Table 13.4.1-1 Standard/Typical Continuous Miner Section Equipment Units 2 3 2 2 1 2 Continuous Miner Supersection Equipment — Joy 1415 Continuous Miners — Narco 10SC32 Shuttle Cars — Fletcher CHDDR15 Roof Bolters — Fairchild 35C Battery Scoops — Feeder Breaker — Mantrips March 9, 2023 Page 67 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Table 13.4.1-2 shows the total underground equipment fleet expected at the Berwind Complex over the next 10 years. In some cases, mines that commence later in the LOM Plan will utilize equipment currently being used at other mines at the Berwind Complex to avoid additional capital expenditures. Table 13.4.1-2 Berwind Complex Primary Underground Equipment Fleet Mine Berwind No. 1 Pocahontas 4 Deep Mine Laurel Fork Deep Mine Triad No. 2 Deep Mine Total Supersections 4 1 1 6 Continuous Miners 8 2 2 12 Shuttle Cars 12 3 3 18 Roof Bolters 8 2 2 12 Battery Scoops 8 2 2 12 Feeder Breakers Mantrips 4 1 1 6 8 2 2 12 Service Locomotive 4 1 1 6 No significant changes are anticipated in the type of mining equipment used throughout the Berwind Complex LOM Plan. Based on WEIR’s experience in the industry and on Ramaco’s historical performance, WEIR believes that Ramaco can meet planned production requirements with the mining equipment described in this section using prudent operating methods and operating schedules. At the Triple S Highwall mine, the primary equipment involves a Superior Highwall Mining machine, owned and operated by Ramaco. There are two Cat 980 front end loaders that service the contract over the road coal haulers. Coal haulage from the highwall miner is performed by a fleet of four Volvo A40 articulated end dumps (40 ton) loaded from the highwall miner’s stockpile by a Cat 980 front end loader. Other Ramaco utility equipment includes a D-6 wide pad dozer, a large forklift that assists the highwall miner, skid steers, and a service truck. As mentioned above, contractors perform bench clearing in front of the Superior highwall miner. The bench widths for the highwall miner are adequate based on WEIR’s site visit. 13.4.2 Staffing The current Berwind Complex staffing is summarized in Table 13.4.2-1 as follows: Table 13.4.2-1 Current Staffing Berwind Pocahontas 4 Deep Mine Laurel Fork Deep Mine Triad No. 2 Deep Mine Triad Pocahontas 4 Deep Mine Triple S Highwall Mine Berwind Preparation Plant Environmental Crew Administration Note: Staffing as of December 2022 Total 33 51 55 16 14 28 5 2 204 March 9, 2023 Page 68 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Each operating mine at the Berwind Complex is scheduled to produce coal on two production shifts each day, the A Shift and the B Shift. Underground mine crews on the idle night shift provide support services including production equipment moves, off-shift maintenance and other support functions as required. In addition, general underground support crews work each shift performing routine supply, belt maintenance and outby support functions. Hourly personnel are not affiliated with any union and no changes to this are anticipated in the near term. The preparation plant is staffed with two crews to process ROM coal 20 hours per day over two, 10-hour shifts, five days per week with no holidays. The actual and projected staffing for the LOM Plan is shown in Table 13.4.2-2 as follows: Table 13.4.2-2 LOM Plan Staffing Current(1) 2023 2024 2025 2026 2027 - 2042 2043 - 2049 (1) As of December 31, 2022. Total 204 213 211 250 250 250 93 Most of Ramaco’s employees live nearby in McDowell County, West Virginia, and Buchanan and Tazewell Counties, Virginia. Ramaco has had no major issues hiring qualified candidates for open positions and relies considerably on employee referrals. Based on industry experience and Ramaco’s historical performance, WEIR believes that the staffing levels are adequate to meet Ramaco’s planned production. Mine Safety An industry standard for safety performance is the Non-Fatal Days Lost (NFDL) Incidence Rate, which is determined by the number of lost time injuries multiplied by 200,000 divided by the manhours worked. The Berwind Complex mine’s manhours worked, NFDL injuries, and NFDL Incidence Rate for 2018 through the third quarter 2022, compared to the national average NFDL Incidence Rate for United States surface and underground coal mines are shown in Table 13.4.2-3 for each of the active mines. March 9, 2023 Page 69 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Table 13.4.2-3 Berwind Complex Manhours Worked, NFDL Injuries and NFDL Incidence Rate Manhours Worked NFDL Injuries Employee Contractor Mine Total National Average NFDL Incidence Rate 2022 2021 2020 2019 2018 2022 2021 2020 2019 2018 2022 2021 2020 2019 2018 2022 2021 2020 2019 2018 2022 2021 2020 2019 2018 94,748 49,759 116,253 161,031 81,053 98,015 3,400 4,368 10,552 8,096 23,894 — — — — 105,028 81,791 — — — 19,149 2,308 — — — Berwind No. 1 Pocahontas 4 Deep Mine 4.22 3 2 — 2 — 3.44 — 2 2.48 — 2 2.47 — 1 Laurel Fork Deep Mine 1 — — — — Triad No. 2 Deep Mine — — — — — 10.20 — — — — — — — — — Triad Pocahontas 4 Deep Mine — — — — — 1.90 — — — — Triple S Highwall Mine — — — — — 10.44 — — — — 5 — — — — — — — — — 1 — — — — 1 — — — — 3.46 3.60 3.21 3.06 3.18 3.46 3.60 3.21 3.06 3.18 3.46 3.60 3.21 3.06 3.18 3.46 3.60 3.21 3.06 3.18 0.65 0.64 0.79 0.81 0.80 The Berwind Complex NFDL Incidence Rates were generally similar to or lower than the national average from 2018 through 2021. For 2022, the Berwind No. 1, Laurel Fork, and the Triple S Highwall mines NFDL Incidence Rates, given Ramaco’s low staffing levels, minimal injury counts resulted in high NFDL Incidence Rates, as compared to the national average. In addition to the NFDL injuries, a contractor at the Berwind No. 1 Mine was fatally injured on February 28, 2022. The Berwind Preparation Plant manhours worked, NFDL injuries, and NFDL Incidence Rate reported to the MSHA for 2018 through third quarter 2022, compared to the national average NFDL Incidence Rate for United States preparation plants are shown in Table 13.4.2-4 as follows: March 9, 2023 Page 70 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Table 13.4.2-4 Plant Manhours Worked, NFDL Injuries and NFDL Incidence Rate 2022 2021 2020 2019 2018 Manhours Worked 41,036 200 — 1,072 2,024 NFDL Injuries Berwind — — — — — Contractor 1 — — — — NFDL Incidence Rate Berwind Plant — — — — — National Average 0.85 1.00 1.83 2.08 1.84 The Berwind Preparation Plant historical NFDL Incidence Rates from 2018 through 2021 are significantly lower than the national average. For 2022, the Berwind Preparation Plant had a zero NFDL Incidence Rate, although a contractor incurred a reportable injury. 13.5 LIFE OF MINE PLAN MAPS The projected mining areas for the Berwind Complex LOM plans are shown on Figures 13.5-1 through 13.5-4. March 9, 2023 Page 71 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 13.5-1 Life of Mine Plan, Berwind No. 1 Pocahontas 4 Deep Mine March 9, 2023 Page 72 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 13.5-2 Life of Mine Plan, Laurel Fork Deep Mine March 9, 2023 Page 73 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 13.5-3 Life of Mine Plan, Triple S Highwall Mine March 9, 2023 Page 74 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 13.5-4 Life of Mine Plan, Triad No. 2 Deep Mine March 9, 2023 Page 75 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 14.0 PROCESSING AND RECOVERY METHODS 14.1 BERWIND PREPARATION PLANT PROCESS AND FLOWSHEET The processing circuits in the Berwind Preparation Plant, after refurbishment, include a heavy media vessel, six twenty-inch heavy media cyclones, classifying cyclones, two banks of 10 compound spirals, and five conventional self-aspirating flotation cells. A simplified flowsheet for the Berwind Preparation Plant is shown on Figure 14.1-1. New equipment is shown highlighted in green. Replacement of older components is on-going. March 9, 2023 Page 76 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 14.1-1 Simplified Preparation Plant Flowsheet March 9, 2023 Page 77 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 14.2 PLANT PROCESSING DESIGN, EQUIPMENT CHARACTERISTICS AND SPECIFICATIONS The Berwind Preparation Plant was originally built in 1955 and was commissioned in 1957, with plant upgrades in 1975. In 2021 and 2022, Ramaco performed major refurbishing of the plant at a cost of approximately $25 million. The preparation plant now has a design capacity of 600 ROM tons per hour. The plant operates two, 10-hour shifts per day, on a 5 to 6 day week processing schedule as required. ROM coal from the mines within the Berwind Complex is hauled by over the highway end-dump trucks or directly belted from the mines using overland conveyors to the Berwind Preparation Plant. Ground storage ROM coal capacity at the plant is approximately 50,000 tons. The ROM coal is fed into a rotary breaker by front end loaders. From the rotary breaker, a 36-inch-wide conveyor feeds the ROM coal to one of three silos (one 3,000-ton capacity and two, 2,200 ton-capacity). ROM coal from the silos is fed to the to the preparation plant by belt conveyors. The plant feed ROM coal material is screened at +4 inch, 1 inch, 3/8 inch, and 3/8 inch x 0. The 4 inch x 3/8 inch ROM coal is processed in a heavy media vessel. The 3/8 inch x 0 material is screened at 28 mesh with the 3/8 inch x 28 mesh material being processed in six heavy media cyclones and the 28 mesh x 0 material reporting to eight raw coal classifying cyclones. From the raw coal classifying cyclones, 28 mesh x 100 mesh material is processed in two banks of 10 triple-start compound spirals. The ultrafine 100 mesh x 0 material is cleaned by way of five 500 cubic foot conventional froth flotation cells. Clean coal capacity is minimal at this time since the plant was initially designed for a single product. Currently clean coal is stored adjacent to the rail line and loaded into rail cars using front end loaders. Plans are being developed to increase clean coal storage capacity as part of the on-going plant refurbishment. A new flood loading system is scheduled to be implemented in late 2023. Typical unit trains loaded involve approximately 100 cars. The load-out facility is served by the NSn Railroad. Preparation plant refuse is placed in the adjacent Berwind Refuse Disposal Area, which is an impoundment and coarse refuse disposal area. Coarse refuse is transported to the disposal area by conveyor belt with fine refuse pumped as slurry to the impoundment. This system will be replaced by a plate filter press, which will be in operation the second quarter 2023, for March 9, 2023 Page 78 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. combined disposal of course and fine plant refuse. Remaining refuse disposal capacity exceeds capacity requirements for the current LOM plans. 14.3 ENERGY, WATER, PROCESS MATERIALS, AND PERSONNEL REQUIREMENTS Power is supplied to the plant by AEP. Power is received at a primary voltage of 69,000 volts and fed through a 10,000 KVA substation where voltage is reduced to 12,470 volts. Voltage is further reduced inside the preparation plant, to 480 volts. Make up water is available from several sources including adjacent stream, underground mine mine pools, and detention ponds. There have been no issues regarding make up water availability. Magnetite consumption is approximately 0.21 pounds per ROM ton processed. The preparation plant chemicals utilized cost approximately $0.20 per ROM ton processed (excluding magnetite). The LOM Plan projects a total of 32 employees on average for normal plant operations. March 9, 2023 Page 79 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 15.0 INFRASTRUCTURE 15.1 ROADS The primary access road to the Berwind Complex is US Route 460, a four-lane highway, located to the south. From US Route 460, Virginia Route 637 and connecting West Virginia Routes 9 and 11 can be used to access the Berwind Complex to the North. 15.2 RAIL The NS Railroad provides rail service in the area extending from Amonate, Virginia northward through Berwind, West Virginia and from Swords Creek, Virginia eastward through Richlands, Virginia (see Figure 1.1-1). 15.3 POWER Electrical power is supplied to the Berwind Complex by AEP. Electrical power is received at the preparation plant at a primary voltage of 69,000 volts and fed through a 10,000 KVA substation where voltage is reduced to 12,470 volts. Voltage is further reduced inside the preparation plant, to 480 volts. 15.4 WATER Water for mining and coal processing operations is provided by a combination of extraction from abandoned underground mine pools and from settling ponds located on the surface. Mine pool recharge rates are higher than Ramaco water usages. Individual mine sites typically use purchased potable water. Potable water at the Berwind mine offices and preparation plant is supplied by Ramaco’s wells. This portion of the complex also has its own water treatment facility. 15.5 PIPELINES There are several oil and natural gas collection lines that service wells within the Berwind Complex. Any construction and earth moving activities in proximity to these lines requires coordination with the oil or natural gas line owner. March 9, 2023 Page 80 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 15.6 PORT FACILITIES, DAMS, AND REFUSE DISPOSAL Port Facilities The surrounding waterways are not navigable for commercial traffic. The closest barge loading area is approximately 70 miles to the north on the Kanawha River, south of Charleston, West Virginia. Export coal from the Berwind Complex is railed, via the NS Railroad, to the Pier 6 Terminal, owned and operated by Norfolk Southern Corporation, located at Lamberts Point in Norfolk, Virginia. Dams and Refuse Disposal There are no structures that are existing or planned to be constructed in such a size or manner that will be subject to the West Virginia Dam Control Act, the Virginia Dam Safety Act, and/or MSHA regulations. Refer to Section 17.2 for details on coal refuse disposal for the complex. 15.7 MAP OF INFRASTRUCTURE Mine facilities are generally kept to a minimum. At the mine portal locations, there is typically a small bath house and office with a parking lot, and a parts trailer. The Berwind Complex infrastructure is shown on Figure 15.7-1. March 9, 2023 Page 81 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 15.7-1 Infrastructure Map March 9, 2023 Page 82 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 16.0 MARKET STUDIES 16.1 MARKETS The Berwind Complex produces saleable low volatile and mid volatile metallurgical coal. The market for metallurgical coal from the Berwind Complex consists of both domestic metallurgical coal consumers and exports into the global seaborne metallurgical coal market. The US Energy Information Administration (EIA) compiles average historical price data for metallurgical coal delivered to domestic coke plants and metallurgical coal delivered to tidewater terminals for export. Note that the EIA data includes all classifications of metallurgical coal (high, mid and low volatile) as well as both spot and contract sales prices. Historical prices for metallurgical coal, as reported by the EIA, are shown on Figure 16.1-1 as follows: Figure 16.1-1 Metallurgical Coal Sales Prices Source: EIA Quarterly Coal Report Between 2016 and third quarter 2022, export prices (FOB port) and domestic coke plant prices (delivered cost) have averaged $145.35 and $132.40 per ton, respectively. March 9, 2023 Page 83 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 16.2 MATERIAL CONTRACTS On October 28, 2021, Ramaco announced completion of 2022 sales negotiations with its North American steel customers. Ramaco (across all of its mining operations) is contracted to sell 1.67 million tons of both low-volatile and high-volatile metallurgical coal at an overall average price of roughly $196.00 per ton FOB mine. Coal sales from the Berwind Complex represent approximately 26 percent of Ramaco’s 2023 projected coal sales tonnage, with metallurgical coal representing nearly 90 percent of Ramaco’s 2023 projected coal sales. Ramaco has a contract with NS Railroad for coal haulage from the Berwind Complex, which is renewed annually. 16.3 PRICE FORECAST For purposes of this report, WEIR utilized price forecasts which Ramaco prepared for its Berwind Complex coal sales. Ramaco based its Berwind Complex FOB mine coal sales prices on available FOB Port index forward pricing and Ramaco’s estimated adjustments for Berwind Complex coal quality, freight expense, and loading expense. Ramaco’s price forecasts and adjustments reflect its experience in selling and transporting Berwind Complex saleable metallurgical coal since 2017. Ramaco’s historical (2018 through 2022) and forecast (2023 through 2049) FOB mine coal sales price for the Berwind Complex is shown on Figure 16.1-2. March 9, 2023 Page 84 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 16.1-2 Historical and Forecast Coal Sales Prices Ramaco’s forecasted Berwind Complex FOB mine coal sales prices are $168.91 per ton in 2023, $168.90 in 2024, $168.54 in 2025 and thereafter $166.56 to $177.00 per ton through 2049. March 9, 2023 Page 85 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 17.0 ENVIRONMENTAL STUDIES, PERMITTING, AND LOCAL INDIVIDUALS OR GROUPS AGREEMENTS 17.1 ENVIRONMENTAL STUDIES As part of the permitting process required by the WVDEP and VDE, numerous baseline studies or impact assessments were undertaken by Ramaco. These baseline studies or impact assessments included in the permit are summarized as follows, with pertinent text from the permit replicated below: · Groundwater Inventory and Baseline Quality · Surface Water Baseline Quality and Quantity · Surface Water Runoff Analysis · Probable Hydrologic Consequences Groundwater Inventory and Baseline Quality Ramaco conducted surveys to inventory water use and to determine the extent and purpose of ground water usage in the areas that could be affected by existing and planned mines within ½ mile of proposed mining limits for each permitted mine site. Field teams made door-to-door visits to these potentially affected residents to gather information by way of completing questionnaire forms regarding water supply source(s), extent of reliance, purpose of reliance (domestic, agricultural, etc.), depth of well(s), character of springs, and other data. The teams measured water level depths in wells where possible and agreeable by owners and obtained surveyed locations accordingly. The detailed results of the surveys are included in each site’s WVDEP and VDE permit application. Surface Water Baseline Quality, Quantity, and Runoff Analysis Baseline surface water monitoring for flow and quality parameters was conducted at strategic, WVDEP and VDE approved locations, as applicable, over a period of six months for each of the permit areas. During mining and through the final release of the permit, the stations selected for each site are monitored in accordance with the approved surface water monitoring plans submitted in the site’s permits. Data collected during this period will be compared with the pre-mining baseline data to determine if and how the proposed operation is affecting the surface water systems. If necessary, remedial measures can be taken to assure the protection of the surface water systems. March 9, 2023 Page 86 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Based on samples from adjacent mining and the baseline surface water sampling there should be no acid or toxic mine drainage. However, Ramaco proposes that all coal wastes will be treated as potentially toxic material and handled accordingly using encapsulation cells that are discussed below. Surface water runoff analyses were performed over the watershed(s) associated with each permit site to evaluate the potential impact of proposed operations on flooding and streamflow alteration. Peak discharges were calculated for the "pre-mining”, "during-mining”, and post- mining” conditions and were compared. These evaluations were performed using SEDCAD 4 software, developed by the University of Kentucky. These analyses and results are included in the individual sites’ permits and show that there will be no increase in peak discharge during mining or post mining for any of the permit areas. It should be noted that in order to attain these acceptable results, the construction of some additional sediment control structures was required at the Ram No.1 Surface and Highwall Mine. Original laboratory data sheets for surface and ground water baseline monitoring are included in the permits. Probable Hydrologic Consequences PHCs were evaluated for each permit application. Subsidence will likely occur where retreat mining has been executed as approved. It is expected that direct fracturing of overburden will occur with consequently increased porosity (increased storage capacity) and lateral permeability in response to mining. The little water that is present in that strata will be drained into the underground mines, but the overlying intervals contains no significant aquifers other than, perhaps, the coal seams. Highwall mining will be conducted in such a manner that subsidence will not occur and as thus, should be of no consequence to PHC. In summary, all of the Ramaco existing and proposed mines are well above any significantly producing aquifers. The PHC studies and results are included in each individual sites’ permit application. The PHC studies showed no significant ground or surface water resource is likely to be contaminated, diminished, or interrupted, providing that the approved drainage control and revegetation plans are adhered to throughout existing and planned mining activities. 17.2 REFUSE DISPOSAL AND WATER MANAGEMENT Refuse Disposal The Berwind Refuse Disposal Area (MSHA ID No. 1211WV40737-01) serves the Berwind Preparation Plant. Coarse refuse from the preparation plant is transported to the disposal area by conveyor belt into a refuse bin. The refuse bin loads Caterpillar 773 end dumps, which haul March 9, 2023 Page 87 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. the coarse refuse the remaining distance to the disposal area. The fine refuse is pumped as slurry to the impoundment. This system will be replaced in the second quarter of 2023 in order to co-dispose of the course and fine refuse. A plate filter press will be operating which will achieve this disposal method. With this methodology of refuse disposal, current refuse capacity significantly exceeds the LOM plan’s refuse volumes projected in this TRS. This was readily apparent during WEIR’s site visit. The refuse disposal structure will be constructed in such a size or manner that will be subject to the Virginia Dam Safety Act, and/or MSHA regulations. Stability analyses of the refuse disposal structure show that design of the structure exceeds the minimum safety factors of 1.5 for static stability and 1.2 for dynamic stability that are required by the current Virginia State Code of Regulations. The stability analyses were performed using the Rotational Equilibrium Analysis of Multilayered Embankments software that is copyrighted by the University of Kentucky. Outside of the Berwind Refuse Disposal Area, no coal, or non-coal related disposal, is planned at any of the mine sites. Water Monitoring and Management In order to determine the impact of existing and proposed operations on the hydrologic balance, surface water samples are collected bi- monthly with a minimum seven days between sample dates at each of the permitted sites. Samples are sent to a qualified laboratory and analyzed for the following parameters: flow, pH, total acidity, total alkalinity, total iron, total manganese, total sulfates, total suspended solids, and total dissolved solids or specific conductance at 25 degrees C. The samples collected during and after mining will be compared with each other, and with the data collected during the baseline surface water study and used to determine the impact of the operation on the water in the receiving streams. A waiver of groundwater monitoring during mining was requested for the mine sites due to the proposed mining being well above any groundwater users and any significant aquifers that insure water use. No specific water treatment facilities other than sediment control are required or planned for any of the mine sites. Based on previous mining and collected water samples. the operations will not contaminate any of the ground or surface water systems of the Berwind Complex. Results of water sampling has shown no significant levels of surface water contamination at the mine sites. March 9, 2023 Page 88 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Surface water management for both Ramaco’s surface and underground permitted mining areas on the Berwind Complex generally involves a combination of structures such as; 1) sediment ditches, 2) temporary sedimentation ponds, 3) soil encapsulation cells that are specifically designed to contain potentially hazardous soil in regards to acid forming materials, 4) permanent and temporary diversion ditches, 5) corrugated metal pipe (CMP) placement for drainages that cross access roads or haulroads, and 6) drainage diversion ditches and collections for excess spoil disposal areas. The underground mine locations have a significantly smaller surface footprint, however, these locations use the same surface water management design considerations as surface mines. Detailed designs for all drainage and sediment control structures are included in Ramaco’s permits. Apart from the Berwind Refuse Disposal Area, there are no significant water retention structures subject to the West Virginia Dam Control Act, the Virginia Dam Safety Act, or MSHA regulations, and there are no other permanent impoundments planned at any of the mine permit sites. All permitted mine sites have a Materials Handling Plan designed to mitigate the potential for acid mine drainage generation regarding those materials excavated during the land disturbance activities associated with development of the proposed mining facility. Some areas have known potentially acid generating materials. This is determined from Acid Base Accounting data that is collected as part of the permitting requirements. Also, selenium data is documented within the water chemistry of the equivalent mine discharge samples. The equivalent water data provides a more appropriate geochemical characterization as compared to in-situ strata testing. Material that requires special handling for potentially acidic discharges meets the following standards: have a net acid base accounting that is ≥- 5 and at least 1 foot thick; have Selenium concentrations greater than 1 mg/kg and at least 1 foot thick; have a pH ≤4 and be at least 1-foot- thick. Materials to be specially handled will be placed in encapsulation cells to assure there is no potential for acid producing material. The cells will be located on the mine bench in an area free of any seeps, springs, or mine drainage, "high and dry”, and sealed with a minimum of 4.0 feet of the most imperious material available. The approximate location of planned encapsulation cells is shown on the Geohydrologic Maps that are included in the permit applications. Discharges from these structures will be monitored in accordance with the approved plans. Sediment structures will be cleaned or enlarged if the total suspended solids exceed effluent limitations. All discharges will go through sediment control structures. The pond discharges will be monitored in accordance with approved plans and treated to meet effluent limitations, if needed. March 9, 2023 Page 89 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Regarding highwall mining concerns, there is no residual head of water anticipated on any of the designed outcrop barriers which are designed at a minimum of 50 feet width. Based on water samples collected from adjacent mining, there is not anticipated to be any acid, alkaline, or iron laden drainage. All permitted sites have a surface water runoff monitoring plan. Within twenty-four hours of a one-year frequency, twenty-four hour storm event or greater, a permit-wide inspection and report of the drainage systems is completed and submitted to the WVDEP or VDE, as applicable. The inspection and subsequent report note any damages or deficiencies in the drainage system so that repairs can be implemented immediately. It also indicates if any sediment structure is at or near it’s clean out capacity (60 percent). A rain gauge, located at the mine office on the Berwind Complex is used to monitor precipitation events. In-stream monitoring stations are used to take stream flow measurements. The rain gauge is monitored daily and reported monthly to the appropriate regulatory authority. 17.3 PERMITS AND BONDING Coal mines in West Virginia are required to file applications for and receive approval of mining permits issued by the WVDEP to conduct surface disturbance and mining activities. A similar filing and approval process is required by the VDE. The Berwind Complex has been issued mining permits and associated NPDES permits by the WVDEP and the VDE as shown in Table 17.3-1 as follows: March 9, 2023 Page 90 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Property Description Amonate Auger No. 1 Amonate No. 31 Mine Berwind Preparation Plant and Refuse Amonate Impoundment Berwind Deep Mine No. 1 Berwind Deep Mine No. 1 Berwind Poca 6 Seam Deep Mine Dry Fork Mine Laurel Fork Mine (Harvest Time No. 6) Laurel Fork Mine (Harvest Time No. 6) Vica Deep Mine (Hiope No. 7) Squire Jim Deep Mine No. 1 Squire Jim Deep Mine No. 2 Squire Jim Deep Mine No. 2 Squire Jim Deep Mine No. 4 Triad Pocahontas 4 Prospect Triad Pocahontas 4 Deep Mine Triad 2 Pocahontas 6 Deep Mine Triple S Highwall Mine (Auger II) Vica Deep Mine Vica Deep Mine (Hiope No. 7) Total Table 17.3-1 Berwind Complex Mining and NPDES Permits Permit Number S-4005-01 U-0209-83 O-0150-83 1302370 U-3008-16 1202294 U-5007-21 1402369 U-4004-11 1202367 U-0012-84 U-3004-18 U-4003-04 1202366 U-4013-08 P-3009-21 U-5004-19 P-3001-23 S-4004-03 U-0011-85 1202364 State WV WV WV VA WV VA WV VA WV VA WV WV WV VA WV WV WV WV WV WV VA Permitted Surface Area (Acres) 50.35 22.00 282.41 75.00 34.58 — 8.23 40.73 7.12 — 11.91 8.83 7.31 — 8.25 9.10 6.63 5.98 221.53 2.34 — 802.30 Issue Date 9/6/2001 11/14/1983 11/14/1983 4/18/2022 6/26/2017 5/20/2019 4/14/2022 4/18/2022 11/20/2012 4/12/2022 1/17/1984 8/31/2020 10/17/2005 4/11/2022 12/4/2009 9/8/2022 3/2/2020 2/16/2023 11/21/2003 2/25/1985 Pending Current Status Active Idle Active Active Active Active New Idle Active Active Idle Idle Idle Idle Idle Closed MinedOut Active Inactive Phase 2 Phase 2 NPDES Permit No. WV0049751 WV0049751 WV0049751 0082251 WV1028952 0082294 WV1028952 0082153 WV1024281 0082155 WV0021687 WV1029088 WV1021222 0082154 WV1023837 N/A WV1028952 N/A WV1021141 WV1005685 0082100 A total bond amount of $3.6 million held by Ramaco is based on the mine closure reclamation liability cost estimate as of December 31, 2022. The ARO estimate for all sites within the complex is $4.9 million, as of December 31, 2022. Both the WVDEP and VDE utilize a bond matrix that determines the rate per acre based upon the activity that the land is to be used for. This rate per acre is simply applied to the permit sites’ acreage to obtain the bond requirement. WEIR concludes that Ramaco’s bonding approach, bond amounts, and the ARO estimates that are currently allocated for the Berwind Complex sites appear reasonable. Upon searching the WVDEP and the VDE violation records, it was found that the Berwind Complex has an excellent environmental compliance record with no significant fines or citations over the last two years. 17.4 LOCAL STAKEHOLDERS As indicated in Section 13.4.2, Ramaco currently employs 210 personnel at the Berwind Complex and is projected to have maximum employment of approximately 257 personnel during the Berwind Complex LOM Plan. The complex creates substantial economic value March 9, 2023 Page 91 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. with its third-party service and supply providers, utilities and through payment of taxes and fees to local, state and federal governmental agencies. The Berwind Complex is located in a rural and fairly isolated area of West Virginia and Virginia. Reportedly, there have been no social or community impact issues relative to the Berwind Complex. The local area supports Ramaco for the jobs that it provides for people in the surrounding communities. 17.5 MINE CLOSURE PLANS Upon mine closure, areas will be reclaimed to near AOC configuration. Regrading and backfilling activities are required to commence within 180 days after the mining operations are complete. The primary pre-mining land use for the Berwind Complex is forestland. The approved post-mining land use for Ramaco’s permits is forestland. No land within the permit areas have been historically used for prime farmland. The slope of all land within the existing and proposed permit areas is ten percent or greater, which also precludes post-mining land use as prime farmland. Upon completion of mining operations and regrading, topsoil will be redistributed over the disturbed areas. Mine soil that served as a base for coal stockpiles will be tested to determine if supplemental liming is necessary prior to blending this material with the other mine soil onsite. After the permit area has been graded, soil analysis will be performed to determine the quantity of agricultural limestone, or an equivalent supplement, and fertilizer necessary to achieve the post-mining land use. All regraded areas will be revegetated as soon as practical to establish quick vegetative cover and minimize erosion. Disturbed and un- reclaimed acreage including excess spoil disposal sites, will not exceed two hundred (200) acres or fifty (50) percent of the permit area, whichever is less. Runoff from these regraded areas will be routed through properly constructed and maintained sediment structures that are designed to retain site runoff along enough for the suspended solids to settle. Streams on the complex are generally approximately 1,000 feet below the ridges. Soils within the permit area formed in residual parent material derived from interbedded shale, siltstone and sandstone. This consist of very steep soils on narrow ridge tops and on side slopes. The annual precipitation in the area averages approximately 47 inches. Woodlands make up about March 9, 2023 Page 92 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 85 percent of the total area in this county and soils in this area are well suited to growing forests. The areas to be disturbed and later reclaimed are in the oak-hickory type, of the Appalachian Forest and consists of yellow poplar, basswood, red and black oak, hickory, sugar maple, chestnut oak, white oak, beech, pine/hemlock, scarlet oak, other miscellaneous hardwoods. On dry ridges, spurs and southern slopes white oak, hickory, chestnut oak, Virginia pine and pitch pine are the dominant species. These sites tend to be less productive, and the timber has slower growth, while the moist coves and northern and eastern slopes contain yellow poplar, sugar maple, red oak, black oak, beech, and basswood and are more productive sites. Both hardwoods and pine seedlings will be hand planted by a reputable tree planting contractor to create a diverse and productive forest. Several species will be selected to create a diverse forest. The overall stocking density for all woody plants on the permitted mine site is at least 500 plants per acre. The stocking density for trees is at least 350 plants per acre. All final land use is planned as forestland except small areas of permanent drainage structures and access roads that have been approved to remain. Temporary erosion control vegetative cover is established as contemporaneously as practical, with backfilling and grading, until a permanent tree cover can be established. A tree-compatible cover will be used to keep the vegetation that is being established for erosion control from competing too aggressively with the tree seedlings. 17.6 ENVIRONMENTAL COMPLIANCE, PERMITTING, AND LOCAL INDIVIDUALS OR GROUPS ISSUES Based on WEIR’s review of Ramaco’s plans for environmental compliance, permit compliance and conditions, and dealings with local individuals and groups, Ramaco’s efforts are adequate and reasonable in order to obtain approvals necessary relative to the execution of the Berwind Complex LOM plans. March 9, 2023 Page 93 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 18.0 CAPITAL AND OPERATING COSTS Ramaco provided historical and projected operating costs and capital expenditures for the Berwind Complex, which were an adequate check and basis for the LOM Plan cost projections. The operating costs and capital expenditures are included in the financial statements that are audited annually by MCM CPAs & Advisors for Ramaco’s 10-K reporting to the SEC. The auditing performed by MCM CPAs & Advisors is conducted in accordance with the standards of the Public Company Accounting Oversight Board. 18.1 CAPITAL EXPENDITURES The Berwind Complex will require capital to be expended each year for infrastructure additions/extensions, as well as for mining equipment rebuilds/replacements to continue to produce coal at currently projected annual levels of production. Ramaco’s Berwind Complex development costs since 2017 are considered "Sunk Costs” and as economic returns in this economic analysis are presented only on a forward-looking basis, Sunk Costs are not included in the economic return of the project, as estimated in this study. The projected capital expenditures are categorized according to each mining operation, and the Berwind Preparation Plant. Actual capital expenditures for 2018 through 2022 and projected capital expenditures, in 2022 dollars, for 2023 through 2048, are shown on Figure 18.1-1: Figure 18.1-1 Historical and Projected LOM Plan Capital Expenditures The capital expenditures in 2022 are related to the slope construction and equipment for the Berwind No. 1 Pocahontas 4 Deep Mine, and the Berwind Preparation Plant. The capital expenditures in 2024 are related to the Laurel Fork Pocahontas 3 Deep Mine and the Triad 2 Deep Mine. March 9, 2023 Page 94 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Ramaco began development of the Berwind Complex in 2017 and commenced mining in the fourth quarter 2017. Mine management has had several years of experience estimating capital expenditures for surface and underground mining, and the risk of inaccurate estimates is low. The LOM Plan projected average capital cost of $9.77 per ton for projected mining equipment and infrastructure requirements is $143.66 per ton lower than the historical average cost of $153.43 per ton, which included high development capital from 2018 through 2022 for the Berwind No. 1 Mine and the Berwind Preparation Plant. Capital expenditures per annual ton are estimated to have an accuracy within +/- 15.0 percent. Contingency costs account for undeveloped scope and insufficient data. Contingency for required major projects and mining equipment is estimated at 10 percent and is intended to cover unallocated costs from lack of detailing in scope items. It is a compilation of aggregate risk from estimated cost areas. 18.2 OPERATING COSTS AND RISKS Operating costs are projected based on historical operating costs and adjusted based on projected changes in staffing, hours worked, and production and productivity for mining areas in the LOM Plan. The Berwind Complex actual and LOM Plan projected operating costs in total dollars and dollars per ton, are shown on Figure 18.2-1: March 9, 2023 Page 95 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 18.2-1 Berwind Complex Historical and LOM Plan Operating Costs Descriptions or explanations of the operating costs considered in the LOM Plan are as follows: Direct Cash Cost: ● Labor cost, which includes wages and benefits for hourly and salary personnel at the mine and preparation plant. ● Maintenance and supplies, which are expenses related to upkeep of mining equipment and associated infrastructure. ● Utility expenses, which are expenses related primarily to purchase of electrical power to operate mining equipment at the mines and preparation plant equipment, telephone and data lines, water, and garbage services. ● Trucking costs, which are expenses primarily related to transportation of ROM coal from the mines to the preparation plant. ● Allocations (in/out), which are various costs for the preparation plant and administration. ● Professional services, which are expenses related to legal, engineering, and other firms providing services to the Berwind Complex. March 9, 2023 Page 96 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. ● Property Tax and Insurance are expenses related to property taxes and liability insurance for risk management purposes. ● Other costs, which are miscellaneous expenses related to operation of the mines and preparation plant. ● Sales related costs are expenses related to Black Lung Excise Tax, Virginia and West Virginia Severance Taxes, and Virginia, West Virginia and Office of Surface Mining reclamation taxes. ● Royalties are expenses related to leased surface and mineral properties. ● General and Administrative, which include expenses related to administrative offices and personnel to manage the mining operations. Selling, General and Administrative Costs: ● Expenses related to coal sales and corporate administrative costs Non-Cash Costs: ● Asset retirement obligation accretion, depreciation, and amortization costs Detailed LOM Plan annual operating costs and capital expenditures are shown below in Table 18.2-1. March 9, 2023 Page 97 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Labor costs Maintenance & supplies Utility expenses Trucking costs Contract Mining Purchased third-party coal Property tax & insurance Other costs Sales related tax costs Administrative costs Total Cost of Production Asset Retirement obligation Depreciation and amortization Total Costs and Expenses Capital Expenditures Labor costs Maintenance & supplies Utility expenses Trucking costs Contract Mining Purchased third-party coal Property tax & insurance Other costs Sales related tax costs Administrative costs Total Cost of Production Asset Retirement obligation Depreciation and amortization Total Costs and Expenses Table 18.2-1 LOM Plan Annual Operating Cost and Capital Expenditures 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 28.7 36.6 2.9 8.4 — — 0.7 0.1 16.5 0.1 95.3 0.3 13.2 108.8 19.2 25.6 35.7 2.6 6.9 — — 0.7 0.5 11.2 0.1 78.1 0.4 12.8 91.2 43.5 34.3 36.4 3.0 5.9 — — 0.7 0.4 16.6 0.1 97.2 0.4 14.6 112.2 16.3 37.7 38.3 3.2 5.5 — — 0.7 0.3 20.0 0.1 106.0 0.3 8.3 114.6 21.4 37.7 48.5 4.3 5.2 — — 0.7 0.1 24.3 0.2 121.0 0.3 10.2 131.5 8.1 37.7 47.9 4.3 5.6 — — 0.7 0.1 24.4 0.2 120.8 0.4 10.2 131.3 8.0 37.7 44.5 4.0 5.5 — — 0.7 0.0 22.7 0.2 115.3 0.4 9.4 125.1 7.7 37.7 42.4 3.8 3.7 — — 0.7 0.0 20.2 0.1 108.8 0.4 8.5 117.7 7.6 37.7 41.0 3.7 1.7 — — 0.7 0.0 18.2 0.1 103.2 0.5 7.7 111.3 7.5 37.7 41.7 3.8 1.4 — — 0.7 0.0 18.2 0.1 103.6 0.5 7.7 111.8 7.6 37.7 44.5 4.0 5.5 — — 0.7 0.0 22.6 0.2 115.2 0.5 9.4 125.2 7.7 37.7 44.6 4.1 6.2 — — 0.7 0.0 23.4 0.2 116.9 0.6 9.7 127.2 7.6 37.7 46.0 4.1 6.4 — — 0.7 0.0 23.9 0.2 119.0 0.6 9.9 129.5 7.9 37.7 43.3 3.9 4.2 — — 0.7 0.0 21.0 0.2 111.0 0.7 8.8 120.5 7.6 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 Total 37.7 47.1 4.2 5.0 — — 0.7 0.0 23.6 0.2 118.5 0.7 9.9 129.1 37.7 44.7 4.0 5.9 — — 0.7 0.0 23.0 0.2 116.2 0.8 9.6 126.6 37.7 42.8 4.0 6.7 — — 0.7 0.0 23.0 0.2 115.0 0.9 9.5 125.4 37.7 38.8 3.7 6.3 — — 0.7 0.0 20.8 0.1 108.1 0.9 8.6 117.6 6.9 37.7 23.3 2.4 6.0 — — 0.7 0.0 14.1 0.1 84.4 0.9 5.8 91.0 5.0 37.7 14.0 1.6 6.1 — — 0.7 0.0 10.4 0.1 70.6 0.2 4.2 74.9 2.9 11.6 4.8 1.1 7.0 — — 0.7 1.0 7.4 0.1 33.6 0.1 2.9 36.5 2.6 11.6 5.9 1.2 8.6 — — 0.7 0.1 9.0 0.1 37.1 0.0 3.5 40.6 2.7 11.6 6.1 1.2 8.9 — — 0.7 0.1 9.3 0.1 37.9 0.0 3.6 41.6 2.7 11.6 6.3 1.2 9.4 — — 0.7 0.0 9.8 0.1 39.2 — 3.8 43.0 2.7 11.6 6.3 1.2 9.5 — — 0.7 0.4 9.9 0.1 39.7 — 3.8 43.6 2.7 11.6 6.1 1.2 9.1 — — 0.7 4.1 9.5 0.1 42.4 — 3.7 46.1 1.5 5.6 3.0 0.9 4.3 — — 0.7 0.6 4.5 0.1 19.8 — 1.8 21.5 — 804.7 840.6 79.8 164.7 — — 18.7 8.4 457.7 3.4 2,374.1 10.8 211.1 2,596.1 230.4 Capital Expenditures 7.9 7.7 7.4 The LOM Plan projected cash operating cost of $100.67 per ton is $14.31 per ton lower than the four-year historical average of $114.98 per ton. The historical cash operating cost was higher due to the development costs associated with ramping up from the Pocahontas No. 3 Seam to the Pocahontas No. 4 Seam at the Berwind No. 1 Mine. With the long history of cost of sales, no contingency is included, although the accuracy of the LOM Plan projected cost of sales should be considered to be within 15 percent of the historical average. Capital and Operating Cost Estimation Risk The Berwind Complex has been in operation since 2017 and has had a relatively long period of experience with capital expenditure costs and operating costs. Since the mining operations will continue in similar coal seams and mined in the same manner as historically, there is little risk associated with the specific engineering estimation methods used to arrive at projected March 9, 2023 Page 98 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. capital expenditures and operating costs. An assessment of accuracy of estimation methods is reflected in the sensitivity analysis in Section 19.3. For purposes of the Preliminary Feasibility Study relative to the Berwind Complex LOM Plan, capital expenditures are estimated to an accuracy of +/- 15 percent, with a contingency of 10 percent, and operating costs are estimated at an accuracy of +/- 15 percent, with no contingency. March 9, 2023 Page 99 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 19.0 ECONOMIC ANALYSIS 19.1 ASSUMPTIONS, PARAMETERS, AND METHODS A Preliminary Feasibility Study financial model has been prepared in order to assess the economic viability of the Berwind Complex LOM Plan. Specifically, plans were evaluated using discounted cash flow analysis, which consists of annual revenue projections for the Berwind Complex LOM Plan. Cash outflows such as capital, including preproduction costs, sustaining capital costs, operating costs, transportation costs, and taxes are subtracted from the inflows to produce the annual cash flow projections. Cash flows are recognized to occur at the end of each period. There is no adjustment for inflation in the financial model, and all cash flows are in 2022 dollars. WEIR’s study is conducted on an un-levered basis, excluding costs associated with any debt servicing requirements. To reflect the time value of money, annual net cash flow projections are discounted back to the project valuation date, using a discount rate of 10 percent. The discount rate appropriate to a specific project depends on many factors, including the type of commodity and the level of project risks, such as market risk, technical risk, and political risk. The discounted present values of the cash flows are summed to arrive at the Berwind Complex NPV. Projected cash flows do not include allowance of any potential salvage value. Additionally, capital previously expended (sunk cost) is not included in the assessment of economic returns. WEIR’s after-tax NPV incorporates a projected corporate income tax rate of 21 percent, as provided by Ramaco. In addition to NPV, the Internal Rate of Return (IRR) is also calculated. The IRR is defined as the discount rate that results in an NPV equal to zero. Payback Period is calculated as the time required to achieve positive cumulative cash flow for the Berwind Complex at a 10 percent discount rate. As the Berwind Complex is ongoing with no initial investment required (i.e., already sunk cost), payback period is less than one year. The actual and LOM Plan coal sales price forecasts used to estimate Berwind Complex revenue are depicted on Figure 19.1-1 and in Table 19.2-1 as follows: March 9, 2023 Page 100 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 19.1-1 FOB Mine Coal Sales Price Forecast Table 19.2-1 Annual Cash Flow Forecast Detail Revenue Total Costs and Expenses Income before taxes Income tax expense Net income Adjusted EBITDA Capital Expenditures Total Cash Flow Revenue Total Costs and Expenses Income before taxes Income tax expense Net income Adjusted EBITDA Capital Expenditures Total Cash Flow 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 193.9 111.0 73.4 15.4 58.0 67.4 7.6 59.8 101.3 78.1 10.4 2.2 8.2 21.0 43.5 (22.5) 175.8 103.6 63.9 13.4 50.5 58.7 7.6 51.1 223.0 121.0 91.5 19.2 72.3 82.8 8.1 74.6 157.4 97.2 45.5 9.6 36.0 50.6 16.3 34.3 176.6 106.0 62.0 13.0 49.0 57.7 21.4 36.3 205.1 115.3 80.0 16.8 63.2 73.0 7.7 65.3 204.5 115.2 79.3 16.7 62.6 72.6 7.7 64.9 187.7 108.8 69.9 14.7 55.2 64.2 7.6 56.6 213.9 119.0 84.4 17.7 66.7 77.2 7.9 69.3 138.2 95.3 29.9 6.3 23.6 36.6 19.2 17.4 222.1 120.8 90.8 19.1 71.7 82.2 8.0 74.2 174.4 103.2 63.1 13.2 49.8 58.0 7.5 50.5 210.2 116.9 83.0 17.4 65.6 75.9 7.6 68.3 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 Total 216.8 118.5 87.7 18.4 69.3 79.9 7.9 72.0 207.6 116.2 80.9 17.0 63.9 74.3 7.7 66.6 204.2 115.0 78.8 16.5 62.2 72.6 7.4 65.2 184.0 108.1 66.4 13.9 52.5 62.0 6.9 55.0 118.2 84.4 27.1 5.7 21.4 28.1 5.0 23.1 81.1 70.6 6.2 1.3 4.9 9.2 2.9 6.3 47.8 33.6 11.3 2.4 8.9 11.9 2.6 9.3 58.4 37.1 17.8 3.7 14.1 17.6 2.7 14.9 60.7 37.9 19.1 4.0 15.1 18.8 2.7 16.1 64.0 39.2 21.1 4.4 16.6 20.5 2.7 17.8 64.5 39.7 20.9 4.4 16.5 20.4 2.7 17.7 61.9 42.4 15.8 3.3 12.5 16.1 1.5 14.7 3,982.6 29.4 2,374.1 19.8 1,387.8 7.9 291.4 1.7 1,096.3 6.3 8.0 1,317.1 — 230.4 1,086.7 8.0 19.2 ECONOMIC ANALYSIS AND ANNUAL CASH FLOW FORECAST Annual cash flows for the Berwind Complex LOM Plan are summarized on Figure 19.2-1 as follows: March 9, 2023 Page 101 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 19.2-1 Annual Cash Flow Forecast Cash flows decline after 2040, as a result of a projected decrease in coal sales realizations. While not included in these cash flows, Ramaco plans to commence other mining operations within the Berwind Complex, as existing operations phase out. Significant tonnage associated with those future, to-be-planned operations, is currently classified as Resource tonnage. As LOM plans are prepared for operations within the current Resource areas of the Berwind Complex, updates will be made to this analysis. The Berwind Complex LOM Plan has an after-tax NPV of $405.7 million, at a base case discount rate of 10 percent (Table 19.2-2). As the Berwind Complex is ongoing with no initial investment required (i.e., already sunk cost), the IRR is infinite. Cumulative (undiscounted) cash flow over the LOM Plan is positive, at $1,086.7 million. The Return on Investment (ROI), at a 10 percent discount rate, is 217 percent. The after-tax NPV, IRR, cumulative cash flow and ROI are summarized in Table 19.2-2 as follows: Table 19.2-2 After-Tax NPV, IRR, Cumulative Cash Flow, and ROI NPV ($Million) IRR (%) Cumulative Cash Flow ($Million) Return on Investment (%) LOM Plan 405.7 Infinite 1,086.7 217 Table 19.2-3 presents key operational statistics for the LOM Plan on an after-tax basis. Over the LOM Plan, the average cash operating cost is $100.67 per clean ton. Operating costs include mining, processing, G&A, but exclude amortization costs on capital expenditures. March 9, 2023 Page 102 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Table 19.2-3 Key Operating Statistics ROM Tons Produced (000s) Clean Tons Produced (000s) Preparation Plant Yield (%) Tons Sold (000s) Coal Sales Realization Direct Cash Costs Non-cash Costs Total Cost of Sales Profit / (Loss) EBITDA CAPEX LOM Plan 50,717 23,607 46.5 23,584 ($ Per Ton) 168.87 100.67 9.41 110.08 58.79 68.26 9.77 19.3 SENSITIVITY ANALYSIS A sensitivity analysis was undertaken to examine the influence of changes to assumptions for coal sales prices, production, operating cost, capital expenditures, and the discount rate on the base case after-tax NPV. The sensitivity analysis range (+/- 25 percent) was designed to capture the bounds of reasonable variability for each element analyzed. The basis for reasonable variability for each element analyzed is summarized as follows: ● Sales Price - Historical coal sales price variability of 99 percent between 2018 and 2022 ● Production - Variability in production of up to 119 percent from the 2019 through 2020 ● Operating Cost - Estimated accuracy of +/- 15 percent ● Capital Costs - Estimated accuracy of +/- 15 percent ● Discount Rate - based on range of variability from 7.5 to 12.5 percent Figure 19.3-1 depicts the results of the NPV sensitivity analysis. March 9, 2023 Page 103 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Figure 19.3-1 Net Present Value Sensitivity Analysis Figure 19.3-1 shows that the Berwind Complex NPV is most sensitive to changes in coal sales prices followed closely by sensitivity to changes in production and operating costs. It is less sensitive to changes in the discount rate and capital expenditures. March 9, 2023 Page 104 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 20.0 ADJACENT PROPERTIES This TRS does not include any estimates of coal resources or coal reserves associated with adjacent uncontrolled properties. March 9, 2023 Page 105 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 21.0 OTHER RELEVANT DATA AND INFORMATION Conducting a due diligence investigation relative to the mineral and surface rights of Ramaco’s mining operations was not part of WEIR’s scope of work. This TRS is based on Ramaco controlling, by lease or ownership, or having the ability to acquire the coal reserves and surface lands necessary to support its mine plans. The ability of Ramaco, or any coal company, to achieve production and financial projections is dependent on numerous factors. These factors primarily include site-specific geological conditions, the capabilities of management and mine personnel, level of success in acquiring reserves and surface properties, coal sales prices and market conditions, environmental issues, securing permits and bonds, and developing and operating mines in a safe and efficient manner. Unforeseen changes in legislation and new industry developments could substantially alter the performance of any mining company. Coal mining is carried out in an environment where not all events are predictable. While an effective management team can identify known risks and take measures to manage and/or mitigate these risks, there is still the possibility of unexpected and unpredictable events occurring. It is not possible therefore to totally remove all risks or state with certainty that an event that may have a material impact on the operation of a coal mine will not occur. March 9, 2023 Page 106 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 22.0 INTERPRETATIONS AND CONCLUSIONS 22.1 SUMMARY OF INTERPRETATIONS AND CONCLUSIONS Interpretation Ramaco has a long operating history of resource exploration, mine development, and mining operations at the Berwind Complex, with extensive exploration data including drillholes, in-mine seam thickness and elevation measurements, and in-mine channel samples supporting the determination of mineral resource and reserve estimates and projected economic viability. The data has been reviewed and analyzed by WEIR and determined to be adequate in quantity and reliability to support the coal resource and coal reserve estimates in this TRS. Conclusion The coal resource and coal reserve estimates and supporting Preliminary Feasibility Study were prepared in accordance with Regulation S-K 1300 requirements. There are 629.0 million in-place tons of Measured and Indicated coal resources, exclusive of reserves, and 23.6 million clean recoverable tons of mineable reserves within the Berwind Complex, as of December 31, 2022. Reasonable prospects for economic extraction were established through the development of a Preliminary Feasibility Study relative to the Berwind Complex LOM Plan, considering historical mining performance, historical and projected metallurgical coal sales prices, historical and projected mine operating costs, and recognizing reasonable and sufficient capital expenditures. 22.2 SIGNIFICANT RISKS AND UNCERTAINTIES Risk, as defined for this study, is a hazard, condition, or event related to geology and reserves, mine operations and planning, environmental issues, health and safety, and general business issues that when taken individually, or in combination, have an adverse impact on Ramaco’s development of the Berwind Complex. Risks can disrupt operations, adversely affect production and productivity, and result in increased operating cost and/or increased capital expenditures. In the context of this TRS, the likelihood of a risk is a subjective measure of the probability of the risk occurring, recognizing the magnitude of the risk defined as follows: March 9, 2023 Page 107 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Low Risk indicates that the combined probabilities (low/medium/high) together with the economic impact (minimal/significant/adverse), if conditions exist, should not have any material adverse effect on the economic viability of the project. Moderate Risk (minimal/significant/adverse), if conditions exist, could have a detrimental effect on the economic viability of the project. the combined probabilities (low/medium/high) together with indicates that the economic impact High Risk indicates that the combined probabilities (low/medium/high) together with the economic impact (minimal/significant/adverse), if conditions exist, could have a seriously adverse effect the economic viability of the project. Based on a review of available information and discussions with Ramaco personnel, WEIR identified potential risks associated with the Berwind Complex LOM Plan. The risks, WEIR’s assessment of risk magnitude, and comments based on WEIR’s experience with surface and underground mining operations are summarized in Table 22.2-1 as follows: Table 22.2-1 Berwind Complex Risk Assessment Summary Area of Risk Coal Quality Horizontal Stress Land Acquisition WEIR Risk Assessment Low Low Low Methane Low to Moderate Overburden Stress Low Comments Based on previous production and core hole quality data, coal quality appears to be a consistently good metallurgical coal product. Observed mining conditions do not indicate horizontal stress problems. All mineral control is maintained through current leases and subleases. No additional acquisitions are necessary for the LOM Plan. Although methane gas is present in the seams, gas liberation experienced to date has been low to moderate, or at levels that can be safely mitigated during mining. Procedures and continuous gas monitoring are in place to prevent, to the extent possible, methane ignitions and mine fires. The potential for a coal pillar bump or release of stress when mining will be monitored as a part of the normal mining operation. Due to the mountainous terrain, overburden can approach 1,000 feet when mining under ridges. However, the risk of bumps occurring is minimal, since coal outbursts, as a result of sudden release of energy, are typically associated with depth of cover of 1,500 to plus 2,000 feet. Qualified Employees Low to Moderate Recent changes in the coal mining industry have resulted in many coal miners being closed resulting in fewer qualified employees available in general. Ramaco has existing operations with sufficient qualified employees. However, additional mine startups may cause some employee shortages. Ramaco can train inexperienced miners along with its experienced miners. March 9, 2023 Page 108 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. Area of Risk WEIR Risk Assessment Rail Lines Low to Moderate Comments There is currently a shortage of coal rail transportation capacity. The recent upswing in coal prices has resulted in short term increases in rail capacity. This capacity will likely be a relative unknown for the medium to long term. Refuse Disposal Low Ramaco's currently permitted refuse disposal capacity is sufficient for the long term. Roof Lithology Low to Moderate All underground coal mines have the potential to experience unstable roof conditions. The relative consistency of the Norton and Pocahontas Formations that primarily consists of competent sandstones and shales help decrease this risk at the Berwind Complex Deep Mines. Additionally, this potential risk can be kept in the low range through proper ground control engineering and following approved roof control plans. Geology Low to Moderate The structure of the seams at the Berwind Complex all have a relatively gentle dip of approximately two degrees to the northwest or to the south/southwest. There are seven significant faults in the area. There are no known structural anomalies such as sand channels that cut out seams. Spontaneous Combustion Water Inflow Low Low Market Conditions Moderate Seams at the Berwind Complex have a low potential for spontaneous combustion, and Ramaco has not experienced any loss of production due to spontaneous combustion. Ramaco mines at the Berwind Complex are relatively dry since the mines are well above drainage. Market conditions remain volatile for metallurgical coal. Blast Furnace methods for making steel is under pressure from various world-wide government entities due to CO2 emissions. Markets in China, Japan, Korea, and India are likely to be primary drivers for the metallurgical coal industry. It is WEIR’s opinion that the majority of the risks can be kept low and/or mitigated with efficient and effective mine planning and mine engineering, and monitoring of the mining operations. March 9, 2023 Page 109 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 23.0 RECOMMENDATIONS The Berwind Complex has sufficient geologic exploration data to estimate mineral reserves and resources. Future exploration work will be undertaken by Ramaco to continuously provide geological data primarily for use by mine operations personnel related to effective implementation of the LOM plans. Future exploration work and mineral property acquisition should include what has been historically implemented related to the following: Geology ● Have an experienced geologist log core holes, measure core recovery, and complete sampling. Geophysically log core holes to verify seam and coal thickness and core recovery. ● Geophysically log rotary holes to verify strata and coal thickness. ● Continue to prepare laboratory sample analysis at 1.40 and 1.50 specific gravities to better match the preparation plant specific gravity when processing a metallurgical coal. ● Continue collecting channel samples (include parting). March 9, 2023 Page 110 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 24.0 REFERENCES References used in preparation of this TRS are as follows: ● Ramaco, 2022. Berwind Poca4 CTPF Mine Plan 2022 – Standard ● Ramaco, 2022, Laurel Fork Mine Plan 2023 - Standard ● Ramaco, 2022. Triad 2 Mine Plan 2023 - Standard ● Ramaco, 2022. Triple S Highwall Mine Plan 2023 – Standard ● Marshall Miller & Associates, Inc., 2021, Coronado Global Resources Inc. and Coronado Group LLC (together "Coronado"), Statement of Coal Resources and Reserves for the Amonate Division in Accordance with the JORC Code and United States SEC Standards as of December 31, 2020 ● Harlow, George E., Jr. and LeCain, Gary D., 1993, Hydraulic Characteristics of, and Ground-Water Flow in, Coal-Bearing Rocks of Southwestern Virginia: U. S. Geological Survey Water-Supply Paper 2388. Websites Referenced: ● Securities and Exchange Commission - Modernization of Property Disclosures for Mining Registrants - Final Rule Adoption https://www.sec.gov/rules/final/2018/33-10570.pdf ● MSHA Data Retrieval Site https://www.msha.gov/mine-data-retrieval-system ● WVDEP Permits https://apps.dep.wv.gov/webapp/_dep/securearea/public_query/ePermittingApplicationSearchPage.cfm ● VDE Permits; Mined Land Repurposing Internet (virginia.gov) March 9, 2023 Page 111 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. 25.0 RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT In preparing this report, WEIR relied upon data, written reports and statements provided by the registrant. It is WEIR’s belief that the underlying assumptions and facts supporting information provided by the registrant are factual and accurate, and WEIR has no reason to believe that any material facts have been withheld or misstated. WEIR has taken all appropriate steps, in its professional opinion, to ensure information provided by the registrant is reasonable and reliable for use in this report. The registrant’s technical and financial personnel provided information as summarized in Table 25.1 as follows: Table 25.1 Information Relied Upon from Registrant Category Legal Information Mineral control and surface rights Geotechnical Pillar design, roof control plans, and rock quality analyses Hydrogeological Hydrogeological Analysis including inflow rates, permeability and tranmisivity calculations, and watershed analysis Marketing Coal sales price projections Environmental Permits, bond, and reclamation liability Macroeconomic Real price growth (coal sales, labor and other cash costs) Income Tax Income Tax Rate Report Section 3 13.1.1 13.1.2 16 17 18 19 March 9, 2023 Page 112 Technical Report Summary Berwind Complex Prepared for Ramaco Resources, Inc. APPENDIX A - EXHIBITS Exhibit 6.3-2 Berwind Complex, Geological Cross Sections March 9, 2023 Page 113 Exhibit 96.2 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Notice Weir International, Inc. (WEIR) was retained by Ramaco Resources, Inc. (Ramaco) to prepare this Technical Report Summary (TRS) related to Ramaco’s Knox Creek Complex. This report provides a statement of Ramaco’s coal reserves and resources at its Knox Creek Complex, and has been prepared in accordance with the United States Securities and Exchange Commission (SEC), Regulation S-K 1300 for Mining Property Disclosure (S-K 1300) and 17 Code of Federal Regulations (CFR) § 229.601(b)(96)(iii)(B) reporting requirements. This report was prepared for the sole use of Ramaco and its affiliates, and is effective as of December 31, 2022. This report was prepared by full-time WEIR personnel who meet the SEC’s definition of Qualified Persons (QPs) with sufficient experience in the relevant type of mineralization and deposit under consideration in this report. In preparing this report, WEIR relied upon data, written reports and statements provided by Ramaco. WEIR has taken all appropriate steps, in its professional opinion, to ensure information provided by Ramaco is reasonable and reliable for use in this report. The accuracy of reserve and resource estimates are, in part, a function of the quality and quantity of available data at the time this report was prepared. Estimates presented herein are considered reasonable. However, they should be accepted with the understanding that with additional data and analysis available subsequent to the date of this report, the estimates may necessitate revision which may be material. Certain information set forth in this report contains "forward- looking information”, including production, productivity, operating costs, capital costs, sales prices, and other assumptions. These statements are not guarantees of future performance and undue reliance should not be placed on them. The assumptions used to develop the forward-looking information and the risks that could cause the actual results to differ materially are detailed in the body of this report. WEIR and its personnel are not affiliates of Ramaco or any other entity with ownership, royalty or other interest in the subject property of this report. Weir International, Inc. hereby consents to the use of Ramaco’s Knox Creek Complex coal reserve and resource estimates as of December 31, 2022. Qualified Person: /s/ Weir International, Inc. March 9, 2023 Weir International, Inc. 1431 Opus Place, Suite 210 Downers Grove, Illinois 60515 Date: Address: March 9, 2023 Page i Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. TABLE OF CONTENTS Page 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 2.0 2.1 2.2 2.3 2.4 2.5 3.0 3.1 3.2 3.3 3.4 3.5 3.6 3.7 4.0 4.1 4.2 4.3 4.4 5.0 5.1 5.2 Executive Summary Property Description Geological Setting and Mineralization Exploration Development and Operations Mineral Reserve and Resource Estimate Economic Evaluation Environmental Studies and Permitting Requirements Conclusions and Recommendations Introduction Registrant Terms of Reference and Purpose Sources of Information and Data Details of the Personal Inspection of the Property Previous Technical Report Summary Property Description Property Location Property Area Property Control Mineral Control Significant Property Encumbrances and Permit Status Significant Property Factors and Risks Royalty Interest Accessibility, Climate, Local Resources, Infrastructure, and Physiography Topography, Elevation, and Vegetation Property Access Climate and Operating Season Infrastructure History Previous Operations Previous Exploration and Development 6.0 6.1 6.1.1 6.1.2 6.1.3 6.2 6.3 Geological Setting, Mineralization, and Deposit Regional, Local, and Property Geology Regional Geology Local Geology Property Geology Mineral Deposit Type and Geological Model Stratigraphic Column and Cross section 1 1 4 4 5 6 8 9 10 13 13 13 14 16 16 18 18 18 20 20 20 22 22 23 23 23 24 24 26 26 26 28 28 28 28 29 30 30 March 9, 2023 Page ii Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 7.0 7.1 7.2 7.3 7.4 7.5 7.6 8.0 8.1 8.2 8.2.1 8.2.2 8.2.3 8.3 8.4 9.0 9.1 9.2 9.3 Exploration Non-Drilling Exploration Drilling Hydrogeological Data Geotechnical Data Site Map and Drillhole Locations Other Relevant Drilling Data Sample Preparation, Analyses, and Security Sample Preparation Methods and Quality Control Laboratory Sample Preparation, Assaying, and Analytical Procedures SGS North America Inc. Precision Testing Laboratory, Inc Other Laboratories Quality Control Procedures and Quality Assurance Sample Preparation, Security, and Analytical Procedures Adequacy Data Verification Data Verification Procedures Data Verification Limitations Adequacy of Data 10.0 Mineral Processing and Metallurgical Testing 10.1 Mineral Processing Testing and Analytical Procedures 10.2 Mineralization Sample Representation 10.3 10.4 10.5 Analytical Laboratories Relevant Results and Processing Factors Data Adequacy Key Assumptions, Parameters, and Methods Estimates of Mineral Resources Technical and Economic Factors for Determining Prospects of Economic Extraction 11.0 Mineral Resource Estimates 11.1 11.2 11.3 11.4 Mineral Resource Classification 11.5 11.6 11.7 Uncertainty in Estimates of Mineral Resources Additional Commodities or Mineral Equivalent Risk and Modifying Factors Key Assumptions, Parameters, and Methods Estimates of Mineral Reserves Estimates of Reserve Cut-off Grade 12.0 Mineral Reserve Estimates 12.1 12.2 12.3 12.4 Mineral Reserve Classification 12.5 12.6 Coal Reserve Quality and Sales Price Risk and Modifying Factors Page 33 33 33 34 35 35 37 38 38 38 38 38 39 39 39 40 40 41 41 42 42 42 42 43 44 45 45 49 50 51 54 55 55 57 57 58 59 59 60 61 March 9, 2023 Page iii Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Production, Mine Life, Dimensions, Dilution, and Recovery Geotechnical and Hydrological Models 13.0 Mining Methods 13.1 13.1.1 Geotechnical Model 13.1.2 Hydrogeological Model 13.1.3 Other Mine Design and Planning Parameters 13.2 13.2.1 Production Rates 13.2.2 Expected Mine Life 13.2.3 Mine Design Dimensions 13.2.4 Mining Dilution 13.2.5 Mining Recovery 13.3 13.3.1 Underground Development Requirements 13.3.2 Reclamation (Backfilling) Requirements 13.4 Mining Equipment and Personnel 13.4.1 Mining Equipment 13.4.2 Staffing 13.5 Development and Reclamation Requirements Life of Mine Plan Map 14.0 14.1 14.2 14.3 Processing and Recovery Methods Plant Process and Flowsheet Plant Processing Design, Equipment Characteristics and Specifications Energy, Water, Process Materials, and Personnel Requirements Infrastructure 15.0 Roads 15.1 Rail 15.2 15.3 Power 15.4 Water 15.5 15.6 15.7 Map of Infrastructure Pipelines Port Facilities, Dams, and Refuse Disposal 16.0 Market Studies 16.1 Markets 16.2 Material Contracts 16.3 Price Forecast Environmental Studies, Permitting, and Local Individuals or Groups Agreements 17.0 Environmental Studies 17.1 Refuse Disposal and Water Management 17.2 Permits and Bonding 17.3 Local Stakeholders 17.4 17.5 Mine Closure Plans 17.6 Environmental Compliance, Permitting, and Local Individuals or Groups Issues Page 62 62 62 64 65 66 66 67 68 69 69 69 69 70 70 70 71 74 79 79 80 82 84 84 84 84 84 85 85 85 87 87 88 88 90 90 91 94 95 96 97 March 9, 2023 Page iv Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 18.0 18.1 18.2 19.0 19.1 19.2 19.3 Capital and Operating Costs Capital Expenditures Operating Costs and Risks Economic Analysis Assumptions, Parameters, and Methods Economic Analysis and Annual Cash Flow Forecast Sensitivity Analysis 20.0 Adjacent Properties 21.0 Other Relevant Data and Information 22.0 22.1 22.2 Interpretations and Conclusions Summary of Interpretations and Conclusions Significant Risks and Uncertainties 23.0 Recommendations 24.0 References 25.0 Reliance on Information Provided by the Registrant FIGURES Figure 1.1-1 General Location Map Figure 6.3-1 Knox Creek Stratigraphic Column Figure 6.3-2 Knox Creek Stratigraphic Cross Sections Figure 7.5-1 Drillhole Locations Preparation Plant Recovery Figure 10.4-1 Figure 11.4-1 Variogram Model Tiller No. 1 Seam Thickness Figure 13.5-1 Figure 13.5-2 Figure 13.5-3 Figure 13.5-4 Figure 14.1-1 Figure 15.7-1 Figure 16.1-1 Metallurgical Coal Sales Prices Figure 16.1-2 Historical and Forecast Coal Sales Prices Figure 18.1-1 Historical and Projected LOM Plan Capital Expenditures Figure 18.2-1 Knox Creek Complex Historical and LOM Plan Operating Costs Figure 19.1-1 Figure 19.2-1 Annual Cash Flow Forecast Figure 19.3-1 Net Present Value Sensitivity Analysis Life of Mine Plan, Big Creek Surface and Highwall Mine Life of Mine Plan, Big Creek Jawbone 1 Deep Mine Life of Mine Plan, Knox Creek Tiller Deep Mine Life of Mine Plan, Knox Creek Kennedy No. 3 Deep Mine Simplified Preparation Plant Flowsheet Infrastructure Map FOB Mine Coal Sales Price Forecast March 9, 2023 Page 98 98 99 103 103 104 106 108 109 110 110 110 113 114 115 3 31 32 36 43 52 75 76 77 78 79 86 87 89 98 100 104 105 107 Page v Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. TABLES Knox Creek Complex Historical Production Table 1.4-1 In-Place Coal Resource Tonnage and Quality Estimate, as of December 31, 2022 Table 1.5-1 Recoverable Coal Reserve Tonnage and Quality Estimate, as of December 31, 2022 Table 1.5-2 Key Operating Statistics Table 1.6-1 Knox Creek Complex Mining and NPDES Permits Table 1.7-1 Knox Creek Complex Property Control Table 3.3-1 Knox Creek Complex Mineral Control Table 3.4-1 Permit Status Table 3.5-1 Previous Exploration Table 5.2-1 Drilling Programs Table 7.2-1 Historical Preparation Plant Recovery Table 10.4-1 Stratigraphic Model Interpolators Table 11.1-1 Drillhole Statistics Table 11.1-2 In-Place Coal Resource Tonnage and Quality Estimate, as of December 31, 2022 Table 11.2-1 Theoretical Variogram Ranges Table 11.4-1 Statistics for Composited Drillhole Samples Table 11.4-2 Recoverable Coal Reserve Tonnage and Quality Estimate as of December 31, 2022 Table 12.1-3 Table 12.5-1 Average Reserve Coal Quality Table 13.2.1-1 Knox Creek Complex Historical Clean Production Table 13.2.1-2 Knox Creek Complex LOM Plan Projected ROM and Clean Production and Preparation Plant Yield Table 13.4.1-1 Table 13.4.1-2 Knox Creek Complex Primary Underground Equipment Fleet Table 13.4.1-3 Table 13.4.2-1 Table 13.4.2-2 Table 13.4.2-3 Knox Creek Complex Manhours Worked, NFDL Injuries and NFDL Incidence Rate Plant Manhours Worked, NFDL Injuries and NFDL Incidence Rate Table 13.4.2-4 Major Preparation Plant and Material Handling Equipment Table 14.2-1 Knox Creek Complex Mining and NPDES Permits Table 17.3-1 LOM Plan Annual Operating Cost and Capital Expenditures Table 18.2-1 Annual Cash Flow Forecast Detail Table 19.2-1 After-Tax NPV, IRR, Cumulative Cash Flow, and ROI Table 19.2-2 Key Operating Statistics Table 19.2-3 Knox Creek Complex Risk Assessment Summary Table 22.2-1 Information Relied Upon from Registrant Table 25.1 Surface Mining Equipment Current Staffing LOM Plan Staffing Standard/Typical Continuous Miner Section Equipment 5 6 7 8 10 20 21 22 27 33 44 47 47 49 53 53 58 60 67 67 70 71 71 72 72 73 74 81 95 101 104 105 106 111 115 March 9, 2023 Page vi Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. APPENDIX A - EXHIBIT Exhibit 6.3-1 Knox Creek Complex, Geological Cross Sections March 9, 2023 Page 116 Page vii Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 1.0 EXECUTIVE SUMMARY WEIR was retained by Ramaco Resources, Inc. (Ramaco) to prepare a Technical Report Summary (TRS) related to Ramaco’s Knox Creek Complex coal holdings. This report has been prepared in accordance with the United States Securities and Exchange Commission (SEC), Regulation S-K 1300 for Mining Property Disclosure (S-K 1300) and 17 Code of Federal Regulations (CFR) § 229.601(b)(96)(iii)(B) reporting requirements. 1.1 PROPERTY DESCRIPTION The Knox Creek Complex consists of two general properties or areas as shown below and in Figure 1.1-1, General Location Map: ● Big Creek Property ● Knox Creek Property The Knox Creek Complex is located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky in the vicinity of 37.16 degrees North Latitude and 81.87 degrees West Longitude on the World Geodetic System (WGS 84) reference coordinate system. The complex includes areas in Buchanan, Russell and Tazewell Counties, Virginia and McDowell County, West Virginia. The Knox Creek Complex is within the Southwest Virginia and Southern West Virginia coal fields of the Central Appalachia Coal Producing (CAPP) Region of the United States. The Knox Creek Complex consists of approximately 74,400 acres of owned and leased coal holdings. Within the Knox Creek Complex controlled coal holdings, 9,250 acres lie in McDowell County, West Virginia. There are no active or planned West Virginia mines currently within the Knox Creek Complex. The remaining 65,150 acres lie in Buchanan, Tazewell, and Russell Counties, Virginia. Currently, there are two active mines and two planned and permitted mines within the complex. Active Mines: ● Big Creek Jawbone No. 1 Deep Mine ● Big Creek Surface and Highwall Mine March 9, 2023 Page 1 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Planned and Permitted Mines: ● Knox Creek Tiller Deep Mine ● Kennedy No. 3 Deep Mine The Knox Creek Tiller Deep Mine has been idle since 2019. The mine was originally planned to re-start in 2023, however, restarting mining operations has been further delayed into 2024. The Knox Creek Kennedy No. 3 Deep Mine was originally in the 2023 budget, but has also been delayed into 2025. March 9, 2023 Page 2 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 1.1-1 General Location Map March 9, 2023 Page 3 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 1.2 GEOLOGICAL SETTING AND MINERALIZATION The upper coal seams of interest within the Knox Creek Complex belong to the Norton Formation in Virginia of Early Pennsylvanian Age, which is stratigraphically equivalent to the Lower Kanawha and New River formations in southwestern West Virginia. The lower coal seams of interest belong to the Pocahontas Formation of the Pottsville Group (Lower Pennsylvanian). The depositional setting for these seams is complex and thought to be upper delta plain, with subsidence controlling the sedimentation rate. The Lower Pennsylvania (Pottsville) sedimentary strata of the coal-bearing rocks of the Pocahontas Formation rest uncomformably on the Mississippian Bluestone Formation of the Mauch Chunk Group. 1.3 EXPLORATION Drilling has served as the primary form of exploration within the Knox Creek Complex. In addition to coal-specific exploration drillholes, data from degasification, coal bed methane, and water wells were also implemented to build the geological model. This model was built using a total of 4,188 exploration drillholes and covers the Knox Creek Complex as well as Ramaco’s nearby Berwind Complex. Approximately 2,288 of these drillholes can be allocated to the Knox Creek Complex. In addition to exploration drillholes, coal seam outcrop measurements, in-mine measurements, and survey points taken from mine maps of previous operations were considered. A total of 194 seam outcrop measurements, 356 mine measurements, and 887 survey points were used in the geological model as a supplement to the exploration drillholes. It is WEIR’s opinion that the adequacy of sample preparation, security, and analytical procedures for holes that were drilled by Ramaco after acquiring the property are acceptable and that these procedures meet typical industry standards. The adequacy of sample preparation, security, and analytical procedures are generally unknown for holes that were drilled prior to Ramaco acquiring the initial leases in 2011. However, the geologist’s logs for these holes contain sampling descriptions and lithologic descriptions that are sufficiently detailed to ascertain that an experienced geologist supervised the drilling and sampling. It is unknown if all coal quality analyses were performed to ASTM standards by qualified laboratories, as detailed in Section 8.0, however, this legacy drillhole information was included as the samples matched the coal seam intervals and reported quality March 9, 2023 Page 4 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. data that was consistent between the different data sources. Model verifications further support WEIR’s high level of confidence that a representative, valid, and accurate drillhole database and geological model have been generated for the Knox Creek Complex that can be relied upon to accurately estimate coal resources and reserves. 1.4 DEVELOPMENT AND OPERATIONS The Knox Creek Complex currently has two active mines, and two planned and permitted mines. The two active mines include one surface mine with a highwall miner, and one underground room and pillar mine, which uses continuous miners (CMs) for coal production. Ramaco began production of metallurgical coal at the complex in 2019. The underground mines will implement retreat mining, which typically results in mining recovery of 50 to 80 percent. At the surface mine, contour mining has an average mining recovery of approximately 90 percent, and highwall mining has an average mining recovery of approximately 40 percent. The Knox Creek Complex is currently mining two seams. Big Creek Jawbone No. 1 Deep Mine is mining the Jawbone 1 seam. The Big Creek Surface and Highwall Mine is mining the Tiller Seam, with some small tonnage of Jawbone 3 Seam being available as well. Historical coal production from the Knox Creek Complex, in accordance with the Mine Safety and Health Administration (MSHA) statistics, is summarized in Table 1.4-1 as follows: Table 1.4-1 Knox Creek Complex Historical Production Year 2018 2019 2020 2021 2022 Clean Tons Produced (000) - 1,479 - 45,332 234,710 The current Knox Creek Complex Life-of-Mine (LOM) Plan projects mining through 2037, an expected mine life for the complex of 15 years. It is anticipated that future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. This statement is based on the large amount of coal resources that are within the complex. March 9, 2023 Page 5 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. All Run-of-Mine (ROM) coal is washed at the Knox Creek Preparation Plant. The Knox Creek Preparation Plant, built in 1981 by Powell Construction Company located in Johnson City, Tennessee, is a well designed and constructed preparation plant, with ROM processing capacity of 750 tons per hour. The Knox Creek Complex produces high quality, mid and high volatile metallurgical coal. Historically, the market for metallurgical coal from the Knox Creek Complex has included both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. The Knox Creek Complex also sporadically produces a minimal quantity of thermal coal from the surface mine from oxidized zones. 1.5 MINERAL RESERVE AND RESOURCE ESTIMATE The Knox Creek Complex coal resources, as of December 31, 2022, are reported as in-place resources and are exclusive of reported coal reserve tons. Resources are reported in categories of Measured, Indicated and Inferred tonnage, in accordance with Regulation S-K Item 1302(d), summarized in Table 1.5-1 as follows: Table 1.5-1 In-Place Coal Resource Tonnage and Quality Estimate, as of December 31, 2022 Mine Area / Seam Area (Acres) Average Coal Thickness (Feet) In-Place Resources (000 Tons) Measured Indicated Total Inferred Coal Quality (Dry Basis) Raw Ash (%) Relative Density (Lbs/CF) Big Creek Red Ash 3 Red Ash 2 Jawbone 3 Jawbone 1 Tiller 1-2 Knox Creek Upper Banner 2 Kennedy 2 Red Ash 2 Jawbone 3 Jawbone 1 Upper Seaboard 2 Greasy Creek 2 Lower Seaboard 2 Pocahontas 11 Lower Horsepen 1 Pocahontas 9-2 Pocahontas 4 Pocahontas 3 Knox Creek Complex - Total March 9, 2023 1,275 1,420 1,400 2,210 495 6,800 450 1,765 12,485 8,420 15,025 450 290 760 770 1,425 2,030 1,605 710 46,185 52,985 2.04 2.75 2.27 2.99 2.67 2.59 2.27 2.72 2.65 3.13 3.21 2.72 4.29 2.75 4.72 2.89 2.8 2.97 2.77 2.99 2.94 5,025 7,495 6,445 13,536 2,520 35,021 2,060 8,780 59,450 50,260 93,500 2,340 2,640 4,470 7,010 7,965 8,240 8,300 3,780 258,795 293,816 — — — — — — — 35 — 150 — — — — — 2,750 3,830 — 6,765 5,025 7,495 6,445 13,536 2,520 35,021 2,060 8,780 59,485 50,260 93,650 2,340 2,640 4,470 7,010 7,965 10,990 12,130 3,780 265,560 6,765 300,581 — — — — — — — — — — — — — — — — — — 17.0 4.5 24.0 12.2 21.7 14.1 17.0 13.2 4.7 15.1 13.6 17.0 43.0 30.9 17.0 17.0 17.0 26.6 17.0 13.5 13.6 88.61 87.98 92.98 94.38 87.36 91.42 88.61 86.28 82.41 87.43 89.46 88.61 97.93 98.19 88.61 88.61 88.61 94.90 88.61 87.76 88.23 Page 6 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Notes: · Mineral Resources reported above are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves. Mineral Resources reported here are exclusive of Mineral Reserves. Resource economic mineability based on underground minable resources with 2.0 feet minimum seam thickness, surface and highwall mines with 1.0 feet minimum seam thickness, surface and contour mining with a cutoff stripping ratio of 20:1, producing primarily metallurgical mid and high volatile coal product realizing an average sales price of $183.50 per ton at a cash cost of $98.68 per clean ton (FOB Mine) · · Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding The conversion of resources to reserves at the Knox Creek Complex considers the design of a mine plan accommodating the planned mining equipment and executed in accordance with the MSHA rules and regulations, projected dilution and loss of product coal quality, projected coal sales prices, operating costs, and mineral control to determine if the saleable coal product will be economically mineable. The coal reserves representing the economically viable tonnage controlled by Ramaco, and estimated in accordance with Regulation S-K Item 1302(e), is summarized in Table 1.5-2 as follows: Table 1.5-2 Recoverable Coal Reserve Tonnage and Quality Estimate, as of December 31, 2022 Area / Mine / Seam Knox Creek Kennedy No. 3 Deep Mine Kennedy 2 Knox Creek Tiller Deep Mine Jawbone 3 Big Creek Surface and Highwall Mine Jawbone 1 Tiller 2-2 and 1-2 Jawbone Deep Mine Jawbone 1 Knox Creek Complex Grand Total Product Quality Area (Acres) Average Coal Thickness (Feet) Clean Recoverable Tons (000) Reserves Probable Total Proven Coal Quality (Dry Basis) Raw Ash (%) Relative Density (Lbs/CF) Hi Vol Hi Vol Mid Vol Mid Vol Mid Vol 336 1,546 1,882 20 175 383 578 2,460 3.23 3.44 3.40 1.27 2.61 3.40 3.09 3.33 720 6,362 7,082 30 318 586 934 8,016 — — — — — 720 6,362 7,082 30 318 586 934 8,016 13.60 16.10 15.85 18.4 19.1 30.6 26.3 17.06 86.48 88.05 87.89 89.50 89.75 97.38 94.53 88.66 Notes: · Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency · Mineral Reserves estimated based on predominately mid and high volatile metallurgical coal product at an average sales price of $183.50 per ton and cash cost of $98.68 per clean ton (FOB Mine) · Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding · Mineral Reserves are reported exclusive of Mineral Resources March 9, 2023 Page 7 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 1.6 ECONOMIC EVALUATION WEIR prepared a Preliminary Feasibility Study financial model in order to assess the economic viability of the Knox Creek Complex LOM Plan. Specifically, plans were evaluated using discounted cash flow analysis, incorporating annual revenue projections for the Knox Creek LOM Plan. Cash outflows such as capital, including preproduction costs, sustaining capital, operating costs, transportation costs, royalties, and taxes are subtracted from cash inflows, resulting in annual cash flow projections. No adjustments are made for inflation and all cash flows are in 2022 United States dollars. WEIR’s study was conducted on an un-levered basis, excluding costs associated with any debt servicing requirements. In its assessment of the Discounted Cash Flow Net Present Value (DCF-NPV), WEIR utilized a discount rate of 10 percent. The Preliminary Feasibility Study financial model developed for use in this TRS was meant to evaluate the prospects of economic extraction of coal within the Knox Creek Complex resource area. This economic evaluation is not meant to represent a project valuation. Furthermore, optimization of the LOM Plan was outside of the scope of this engagement. The results of WEIR’s Preliminary Feasibility Study demonstrated an after-tax DCF-NPV of $249.0 million for the Knox Creek Complex LOM Plan. Key operational statistics for the LOM Plan, on an after-tax basis, are summarized in Table 1.6-1 as follows: Table 1.6-1 Key Operating Statistics ROM Tons Produced (000s) Clean Tons Produced (000s) Preparation Plant Yield (%) Tons Sold (000s) Coal Sales Realization Direct Cash Costs Non-cash Costs Total Cost of Sales Profit / (Loss) EBITDA CAPEX LOM Plan 17,451 8,016 45.9 8,016 ($ Per Ton) 183.50 98.68 8.08 106.76 76.74 84.82 12.20 March 9, 2023 Page 8 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. A sensitivity analysis was undertaken to examine the influence of changes to coal sales prices, production, operating cost, capital expenditures, and the discount rate on the base case after-tax NPV. The sensitivity analysis range (+/- 25 percent) was designed to capture the bounds of reasonable variability for each element analyzed. The Knox Creek Complex NPV is most sensitive to changes in coal sales prices and operating costs. It is less sensitive to changes in production and least sensitive to changes in discount rate and capital expenditures. 1.7 ENVIRONMENTAL STUDIES AND PERMITTING REQUIREMENTS As part of the permitting process required by the Virginia Department of Energy (VDE) and West Virginia Department of Environmental Protection (WVDEP), numerous baseline studies or impact assessments were undertaken by Ramaco. These baseline studies or impact assessments included in the permit are summarized as follows, with pertinent text from the permit replicated below: ● Groundwater Inventory and Baseline Quality ● Surface Water Baseline Quality and Quantity ● Surface Water Runoff Analysis ● Probable Hydrologic Consequences Based on water samples from adjacent mining and the baseline surface water sampling, acid or toxic mine drainage is not expected or anticipated. All of the Ramaco existing and proposed mines are well above any significantly producing aquifers. Probable Hydrologic Consequence (PHC) studies showed no significant ground or surface water resource is likely to be contaminated, diminished, or interrupted, providing that the approved drainage control and revegetation plans are adhered to throughout existing and planned mining activities. Coal mines in West Virginia are required to file applications for and receive approval of mining permits issued by the WVDEP to conduct surface disturbance and mining activities. Similar filings are required in Virginia through the VDE. The Knox Creek Complex has been issued mining permits and associated NPDES permits by the WVDEP and the VDE as shown in Table 1.7.-1 as follows: March 9, 2023 Page 9 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Table 1.7-1 Knox Creek Complex Mining and NPDES Permits Property Description Big Creek Surface Mine Big Creek Jawbone 1 Deep Mine Knox Creek Tiller No. 1 Deep Mine Kennedy No. 3 Surface Mine Kennedy No. 3 Deep Mine Knox Creek Preparation Plant Knox Creek Refuse Disposal Area Mudlick Surface Mine Total State Permit Number 1102335 1402231 1202204 1402215 1702202 1302184 1302232 1102334 State VA VA VA VA VA VA VA VA Permitted Surface Area (Acres) 447.63 42.61 20.57 106.18 75.95 41.94 322.71 26.25 1,083.84 Issue Date Current Status 1/22/2020 Active 5/22/2017 Active 2/15/2017 TmpIdle 4/3/2017 NonProdActive 2/14/2017 Idle 12/2/2017 Active 11/23/2018 Active 7/7/2020 Idle NPDES Permit No. 0082335 0082231 0082204 0082215 0082202 0082184 0082232 0082234 As of December 31, 2022, Ramaco estimated a reclamation liability of $9.2 million for its disturbed permit acreage, which is covered with a total bond amount of $12.2 million. Ramaco currently employs approximately 107 personnel at the Knox Creek Complex and is projected to have maximum employment of 275 personnel through its Knox Creek Complex LOM Plan. The Knox Creek Complex also creates substantial economic value with its third-party service and supply providers, utilities, and through payment of taxes and fees to local, state and federal governments. Ramaco’s environmental citations issued by the WVDEP and VDE are typical of similar citations issued to other operators in southern West Virginia and Southwestern Virginia. Most of these violations or citations were quickly abated and none were significant in nature. Based on WEIR’s review of Ramaco’s plans for environmental compliance, permit compliance and conditions, and dealings with local individuals and groups, Ramaco’s efforts are adequate and reasonable in order to obtain necessary approvals relative to its mine plans. 1.8 CONCLUSIONS AND RECOMMENDATIONS Ramaco has a long operating history of resource exploration, mine development, and mining operations at the Knox Creek Complex, with extensive exploration data including drillholes, in-mine seam thickness and elevation measurements, and in-mine channel samples supporting the determination of mineral resource and reserve estimates, and economic viability. The data has been reviewed and analyzed by WEIR and determined to be adequate in quantity and reliability to support the coal resource and coal reserve estimates in this TRS. March 9, 2023 Page 10 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Ramaco has successfully obtained mineral control for approximately 98 percent of all existing and planned mines included in the Knox Creek Complex LOM plan. There are no uncontrolled areas that materially affect any of the LOM plans. The coal resource and coal reserve estimates and supporting Preliminary Feasibility Study were prepared in accordance with Regulation S-K 1300 requirements. There are 300.6 million in-place tons of measured and indicated coal resources, exclusive of reserves, and 8.0 million clean recoverable tons of underground mineable reserves within the Knox Creek Complex, as of December 31, 2022. Reasonable prospects for economic extraction were established through the development of a Preliminary Feasibility Study relative to the Knox Creek Complex LOM Plan, considering historical mining performance, historical and projected metallurgical coal sales prices, historical and projected mine operating costs, and recognizing reasonable and sufficient capital expenditures. The ability of Ramaco, or any coal company, to achieve production and financial projections is dependent on numerous factors. These factors primarily include site-specific geological conditions, the capabilities of management and mine personnel, level of success in acquiring reserves and surface properties, coal sales prices and market conditions, environmental issues, securing permits and bonds, and developing and operating mines in a safe and efficient manner. Unforeseen changes in legislation and new industry developments could substantially alter the performance of any mining company. Coal mining is carried out in an environment where not all events are predictable. While an effective management team can identify known risks and take measures to manage and/or mitigate these risks, there is still the possibility of unexpected and unpredictable events occurring. It is not possible therefore to totally remove all risks or state with certainty that an event that may have a material impact on the operation of a coal mine will not occur. WEIR assessed that the risks associated with the economic mineability of the Knox Creek Complex were low to moderate and adds that the majority of the risks can be kept low and/or mitigated with efficient and effective mine planning and mine engineering and monitoring of the mining operations. WEIR recommends that any future exploration work and mineral property acquisition should include what has been historically implemented related to the following: March 9, 2023 Page 11 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. ● Have an experienced geologist log core holes, measure core recovery, and complete sampling. Geophysically log core holes to verify seam and coal thickness and core recovery. ● Geophysically log rotary holes to verify strata and coal thickness. ● Continue to prepare laboratory sample analysis at 1.40 and 1.50 specific gravities to better match the preparation plant specific gravity. ● Continue collecting in mine channel samples. March 9, 2023 Page 12 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 2.0 INTRODUCTION 2.1 REGISTRANT WEIR was retained by Ramaco (Nasdaq: METC) to prepare a TRS related to Ramaco’s Knox Creek Complex coal holdings. The Knox Creek Complex is located north of the town of Richlands, Virginia 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky. The Knox Creek Complex is located in McDowell County, West Virginia, and Buchanan, Russell, and Tazewell Counties, Virginia (see Figure 1.1-1). 2.2 TERMS OF REFERENCE AND PURPOSE This TRS was prepared specifically for Ramaco’s Knox Creek Complex. The reserves and resources at the Knox Creek Complex have been classified in accordance with SEC mining property disclosure rules under Subpart 1300 and Item 601 (96)(B)(iii) of Regulation S-K. Unless otherwise stated, all volumes, qualities, distances, and currencies are expressed in United States customary units. The accuracy of reserve and resource estimates are, in part, a function of the quality and quantity of available data at the time this report was prepared. Estimates presented herein are considered reasonable, however, estimates should be accepted with the understanding that with additional data and analysis subsequent to the date of this report, the estimates may necessitate revision which may be material. Certain information set forth in this report contains "forward-looking information”, including production, productivity, operating costs, capital expenditures, coal sales prices, and other assumptions. These statements are not guarantees of future performance and undue reliance should not be placed on these statements. The assumptions used to develop the forward-looking information and the risks that could cause the actual results to differ materially are detailed in the body of this report. For the Knox Creek Complex, this TRS reports both mineral reserves and resources (exclusive of reserves). Supporting the assessment of the economic mineability of reported reserves and prospects of economically feasible extraction of reported resources, this report includes March 9, 2023 Page 13 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. summary detail of a Preliminary Feasibility Study conducted relative to the Knox Creek Complex. WEIR’s evaluation of coal reserves and resources was conducted in accordance with Regulation S-K 1300 definitions for Mineral Resource, Mineral Reserve and Preliminary Feasibility Study as follows: ● Mineral Resource is a concentration or occurrence of material of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. ● Mineral Reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the Qualified Person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. ● Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a Qualified Person has determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing and an effective plan to sell the product. 2.3 SOURCES OF INFORMATION AND DATA The primary information used in this study was obtained from the following sources: ● Geological data that was exclusively provided by Ramaco geology and engineering personnel. The geological data includes drillhole information such as driller’s logs, geologist’s logs, both full and partial scans of geophysical logs, survey data, coal quality laboratory certificates, and MS Excel™ (Excel) versions of drillhole survey, March 9, 2023 Page 14 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. lithology and quality data. Additionally, WEIR was provided with in-mine seam measurement thicknesses, mine channel samples, and other base geological data. ● Mineral and surface ownership maps, and supplemental files were provided exclusively by Ramaco. ● Site visits by WEIR Qualified Persons (QPs) on November 30, 2021. ● Interviews between WEIR personnel and Ramaco personnel including: Ø Senior V.P., General Counsel and Secretary Ø Director of Financial Reporting and Accounting Ø Chief Operating Officer Ø Contract Geologist Ø V.P. of Safety Ø V.P. of Surface Mining Operations Ø V.P. of Underground Mining Operations Ø Mine Managers ● Historical production, productivity, staffing levels, operating costs, capital expenditures, and coal sales revenue provided by Ramaco. ● LOM projections and cost models provided by Ramaco. ● Coal processing and handling facilities plot plans and flow sheets provided by Ramaco. ● Health, safety, and environmental issues discussed during interviews between WEIR personnel and Ramaco personnel. ● Current mine permit information, in addition to recent permit revisions and renewals, from documents provided by Ramaco and data that is publicly available from the WVDEP and VDE. ● Current and projected mine plans, including production, productivity, operating costs, and capital expenditures required to sustain projected levels of production for the Knox Creek Complex provided by Ramaco, and all data was reviewed for reasonableness by WEIR. ● Market outlook and coal sales price projections provided by Ramaco. ● Projected reclamation costs for mine closure activities provided by Ramaco. A detailed list of all data received and reviewed for this study is provided in Sections 24.0 and 25.0 of this TRS. March 9, 2023 Page 15 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 2.4 DETAILS OF THE PERSONAL INSPECTION OF THE PROPERTY WEIR personnel visited the Knox Creek Complex on November 30, 2021 and conducted a secondary meeting with management at the Berwind No. 1 Deep Mine Office on January 27, 2023. While on-site, WEIR personnel conducted interviews with company and mine management relative to the following key topics: ● Geology ● Property ● Infrastructure ● Mine Plan, Production and Productivity ● Preparation Plant and Coal Handling Facilities ● Operating Costs and Capital Expenditures ● Marketing ● Environmental and Compliance ● Risks and Uncertainties Key areas inspected by WEIR personnel at the Knox Creek Complex included the following: ● Mine surface operations including office, maintenance, and warehouse facilities ● Knox Creek Preparation Plant, stockpiles, and rail loadout facilities ● Mine operations Ø Big Creek Surface and Highwall Mine ● Knox Creek Refuse Disposal Facilities Based on WEIR’s inspection of the Knox Creek Complex, the mines, preparation plant, and associated infrastructure facilities and equipment are well maintained and operated with regard for all state and federal rules and regulations related to mine safety and health standards. 2.5 PREVIOUS TRS This TRS is the initial TRS to be filed related to the Knox Creek Complex. The Knox Creek mines and facilities were previously included in the Berwind Complex TRS which reported mineral reserves and resources as of December 31, 2021. Ramaco has decided to separate the Knox Creek Complex from the Berwind Complex as the operations within the Berwind Complex no longer use the Knox Creek Preparation Plant facilities as a result of Ramaco’s late 2021 acquisition of the Amonate property which includes its own preparation plant which now March 9, 2023 Page 16 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. services the Berwind Complex. Ramaco decided that the large tonnage of resources available at the Knox Creek Complex, along with the Knox Creek Preparation Plant and refuse disposal establish this complex as an independent material property. March 9, 2023 Page 17 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 3.0 PROPERTY DESCRIPTION 3.1 PROPERTY LOCATION The Knox Creek Complex consists of two separate properties as follows: ● Knox Creek Property ● Big Creek Property The town of Richlands, Virginia is located approximately just south of the Knox Creek Complex. The Knox Creek Complex is generally located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky at 337.16 degrees North Latitude and 81.87 degrees West Longitude on the WGS 84 reference coordinate system. The comprised properties are fairly remote containing scattered rural residences and some small towns. The Knox Creek Complex is within the Southern West Virginia and Southwest Virginia Coal Fields of the CAPP Region of the United States (see Figure 1.1-1). The USGS 7.5-minute quadrangle map sheets are Patterson, Keen Mountain, Honaker, Bradshaw, Jewell Ridge, Richlands, and Amonate. 3.2 PROPERTY AREA Details of each Knox Creek Complex property are as follows: Knox Creek Property The Knox Creek Property covers approximately 56,600 acres of owned and leased coal holdings in McDowell County, West Virginia, and Buchanan, Tazewell, and Russell Counties, Virginia. The areas are shown in Figure 1.1-1. The original Knox Creek Property was obtained by Ramaco in 2016. Ramaco started mining coal on the property in 2019. The Knox Creek Jewell Property was acquired subsequently. The Knox Creek Jewell Property does not currently contain active or planned mines. However, it does have material coal resources. The Knox Creek Property includes the Knox Creek Preparation Plant, which currently processes coal from both the Knox Creek and Big Creek Properties. The Jamison Creek Refuse March 9, 2023 Page 18 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Disposal Area, which services the Knox Creek Preparation Plant, is located on the property adjacent to and just northeast of the plant. The property also includes the currently idle Knox Creek Tiller Deep Mine which is currently in the Jawbone 3 Seam. The Knox Creek Tiller Deep Mine is planned to restart at a yet to be determined date. Ramaco owns approximately 976 acres (1.7 percent) of mineral rights on the overall Knox Creek Property. All other mineral rights are leased. Ramaco also owns surface rights to 1,026 acres on the property, which includes the Knox Creek Preparation Plant. Ramaco holds surface leases to approximately 21,994 acres (39 percent of total at the Knox Creek Property), which includes the Jamison Creek Refuse Disposal Area that is adjacent to, and northeast of, the Knox Creek Preparation Plant. Ramaco’s Knox Creek Property coal holdings covers a very large area that has large amounts resources in many different seams (see Section 11). However, current mine plans and permits on the property are currently limited to the Knox Creek Tiller Deep Mine and the Kennedy No. 3 Deep Mine. Big Creek Property The Big Creek Property covers an area of approximately 17,800 acres of leased coal holdings in Buchanan and Tazewell counties, Virginia. Ramaco obtained leases for the Big Creek Property in late 2019 and commenced surface mining activities in 2021. The Big Creek Property includes Ramaco’s Big Creek Surface and Highwall Mine which is a currently active multi-seam surface mine with associated highwall mining operations. The northern portion of the permit is a contour mining operation in the Tiller Seam with subsequent highwall mining. The southern portion of the permit involves surface area mining with the Tiller Seam as a base. Over the permit area, small amounts of the above Jawbone Seam that are mineable are also recovered. In the future, the Red Ash Seam may be contour and highwall mined on the far north side of the permitted area. The Red Ash Seam mining prospects are still being evaluated. The Big Creek Property also includes the active Big Creek Jawbone 1 Deep Mine in the Jawbone No. 1 Seam just to the north of the current Big Creek Surface and Highwall Mine. The Big Creek Jawbone 1 Deep Mine started producing coal mid-2022. March 9, 2023 Page 19 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 3.3 PROPERTY CONTROL The Big Creek Property consists of leases from White Wolf Energy and Omega Highwall Mining LLC that were secured in late 2019. The Knox Creek Property is primarily comprised of numerous deeds and leases from both private individuals and other business entities. Over the Knox Creek Complex extents, leases typically apply to specific seams, or a vertical range of seams. Therefore, the seams involved often vary from lease to lease for specific areas across the complex. Table 3.3-1 below shows the various property control contracts. Table 3.3-1 Knox Creek Complex Property Control Area Big Creek Knox Creek Document Type Coal Leases Agreements Assignments Coal Leases/Coal Subleases Deeds Easements Guarantees License Options 3.4 MINERAL CONTROL The Knox Creek Complex mineral control is detailed in Table 3.4-1 below: Quantity 2 2 37 72 113 11 1 1 1 March 9, 2023 Page 20 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Table 3.4-1 Knox Creek Complex Mineral Control Area Big Creek Knox Creek File Number 25 26 1A 2 3 4 5 through 64 65 66 67 68 69 70 72 73 74 75 76 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 99 100 101 102 103 104 105 106 109 through 117 122 124 127 128 130 138 139 140 141 143 164 178 through 225 Document Type Coal Lease Coal Lease Coal Deed Deed of Lease Coal Lease Coal Lease Coal Deeds Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Deed Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Lease Coal Sublease Coal Lease Coal Lease Coal Lease Coal Sublease Coal Sublease Coal Deed Coal Sublease Coal Sublease Coal Sublease Coal Sublease Coal Deed Coal Sublease Coal Deeds Seams Unknown Jawbone Raven, Tiller and Lower Seaboard Unknown Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Red Ash Jawbone, Red Ash and Kennedy Tiller and Above Kennedy and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Tiller and Above Unknown Tiller and Above Tiller and Above Tiller and Above Tiller and Above Jawbone and Tiller Jawbone and Tiller Jawbone and Tiller Jawbone and Tiller Jawbone and Tiller Jawbone and Tiller Jawbone and Tiller Jawbone and Tiller Right to surface mine All coal above drainage Tiller Lower Spit of Banner Unknown Unknown Kennedy Banner Kennedy Upper and Lower Banner Unknown Banner Unknown Expiration Date (1) 9/19/2026 Extensions of 5 years until all coal exhausted 02/28/2026 Extensions of 5 year until all coal exhausted NA 20 year term, extensions of 20 years until all coal exhausted 30 year term, extensions of 20 years until all coal exhausted 2 year term, extensions of 50 years until all coal exhausted NA 1 year terms until all coal exhausted 1 year terms until all coal exhausted 1 year terms until all coal exhausted 1 year terms until all coal exhausted 10 year terms until all coal exhausted 10 year terms until all coal exhausted 5 year terms until all coal exhausted 1 year terms until all coal exhausted 4 year terms until all coal exhausted 1 year terms until all coal exhausted 1 year terms until all coal exhausted 10 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms shall not exceed 20 years 5 year terms shall not exceed 20 years 5 year terms shall not exceed 20 years 5 year terms shall not exceed 20 years 5 year terms shall not exceed 20 years 5 year terms shall not exceed 20 years 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted NA 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 5 year terms until all coal exhausted 1 year terms until all coal exhausted 20 year term Until all surface mineable coal has been removed 5 year terms, up to 20 times 5 year terms, up to 20 times 1 year terms until all coal exhausted Terminates with 30 day notice from either party NA Until all mineable coal has been removed Until all mineable coal has been removed Until all mineable coal has been removed Until all mineable coal has been removed NA Until all mineable coal has been removed NA March 9, 2023 Page 21 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 3.5 SIGNIFICANT PROPERTY ENCUMBRANCES AND PERMIT STATUS WEIR is not aware of any significant encumbrances for any of the tracts within the Knox Creek Complex. A list of Ramaco’s permits for the Knox Creek Complex and permit status is shown in Table 3.5-1, with a more detailed description of the permits discussed in Section 17.3. Property Description Big Creek Surface Mine Big Creek Jawbone 1 Deep Mine Knox Creek Tiller No. 1 Deep Mine Kennedy No. 3 Surface Mine Kennedy No. 3 Deep Mine Knox Creek Preparation Plant Knox Creek Refuse Disposal Area Mudlick Surface Mine Total Table 3.5-1 Permit Status State Permit Number 1102335 1402231 1202204 1402215 1702202 1302184 1302232 1102334 State VA VA VA VA VA VA VA VA Permitted Surface Area (Acres) 447.63 42.61 20.57 106.18 75.95 41.94 322.71 26.25 1,083.84 Issue Date Current Status TmpIdle 1/22/2020 Active 5/22/2017 Active 2/15/2017 4/3/2017 NonProdActive 2/14/2017 Idle 12/2/2017 Active 11/23/2018 Active 7/7/2020 Idle NPDES Permit No. 0082335 0082231 0082204 0082215 0082202 0082184 0082232 0082234 3.6 SIGNIFICANT PROPERTY FACTORS AND RISKS Given Ramaco’s controlled interests at the Knox Creek Complex, which relate to property that is mostly held by others and leased to Ramaco, WEIR assesses that there are no significant issues affecting access to the coal interests or Ramaco’s ability to execute its mine plans. WEIR did not conduct an independent verification of property control, nor has it independently surveyed the mining locations. Rather, WEIR has relied on information compiled from maps and summaries of the leased properties prepared by Ramaco. WEIR did not conduct a legal title investigation relative to Ramaco’s mineral and surface rights. 3.7 ROYALTY INTEREST Ramaco, within the Knox Creek Complex, holds no material royalty or similar interest in property which is owned or operated by another party. March 9, 2023 Page 22 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 4.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY 4.1 TOPOGRAPHY, ELEVATION, AND VEGETATION The Knox Creek Complex is in the southwestern part of the Appalachian Plateau Province directly north and adjacent to the Valley and Ridge Province. It is in the Cumberland Mountain zone of the Appalachian Plateau. The terrain is mountainous, steep, and rugged with elevations ranging from approximately 1,120 feet above Mean Sea Level (MSL) along the valley bottoms to over 4,040 feet above MSL along the ridges, averaging 2,230 feet. The landscapes are well-dissected with dendritic drainage systems. There are no major rivers in the area, however, there are numerous small creeks throughout the complex. The Dry Fork, Jacobs Fork, Indian Creek, and War Creek rivers, all tributaries of the Tug Fork River of the Ohio River watershed, traverse the complex. Topography and other features of the area are shown on Figure 7.5-1. The Knox Creek Complex consists mostly of unmanaged forestland and scattered pastureland. The forestland consists of typical trees for this area of the Appalachians, with Oak/Hickory as the dominant forest-type group and a lesser percentage of the Maple/Beech/Birch forest-type group. The wildlife indigenous to the area is typical of the species and diversities associated with the geographical and climatic areas within which the proposed surface mine site is located. Reconnaissance of the area affected by the proposed mining determined that the following species are or have been present: Whitetail Deer, Fox Squirrels, Gray Squirrels, Ground Squirrels, Eastern Opossums, Raccoon, Rabbits, Eastern Black Bear, Wild Turkey, and numerous species of birds. On the basis of numerous reconnaissance surveys, no endangered or threatened species of plants or animals, or habitats of such species were found to exist within or adjacent to the mine permit areas. 4.2 PROPERTY ACCESS The primary access road to the properties is US Route 460, a four-lane highway, located south of the Knox Creek and Big Creek properties. From US Route 460, Virginia Route 637 and connecting West Virginia Routes 9 and 11 can be used to access the Knox Creek Property to the north. March 9, 2023 Page 23 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. The NS Railroad provides rail service in the area extending north from Raven, Virginia northward to the Knox Creek Preparation Plant (see Figure 1.1-1). The nearest airport is the Tri-Cities Airport (TRI), which is located in Bristol, Tennessee. The Tri-Cities Airport is approximately 90 miles from Berwind, West Virginia and the Yeager International Airport (CRW) in Charleston, West Virginia, 120 miles from Berwind, West Virginia. The surrounding waterways are not navigable for commercial traffic. The closest barge docking area is approximately 70 miles to the north on the Kanawha River, south of Charleston, West Virginia. 4.3 CLIMATE AND OPERATING SEASON The climate associated with the Knox Creek Complex is classified as humid continental, characterized by hot, humid summers and moderately cold winters. Climate conditions vary greatly in the state of West Virginia due to influence of the rugged topography. Average high temperatures range from 82 to 87 degrees Fahrenheit in the summer, with average low temperatures ranging from 20 to 25 degrees Fahrenheit in winter. Average yearly rainfall measured in nearby Logan, West Virginia is approximately 47 inches per year, with approximately 1.6 inches occurring as snowfall. The mines on the Knox Creek Complex currently operate year-round, regardless of weather conditions. 4.4 INFRASTRUCTURE Power Electrical power for the Knox Creek Preparation Plant and mines on the Knox Creek Complex is provided by American Electric Power (AEP). AEP’s average industrial price is approximately 10 cents per kWh, which is slightly higher than the U.S. national average industrial price of 8.63 cents per kWh (EIA.gov statistics, December 2022). Water Water for mining and coal processing operations is provided by a combination of extraction from abandoned underground mine pools and from settling ponds located on the surface. March 9, 2023 Page 24 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Individual mine sites use purchased potable water. Potable water at the preparation plant is supplied by a local municipality water connection. Personnel The area surrounding the Knox Creek Complex has a long history of coal mining and attracting mining personnel with qualified skills has not been an issue for Ramaco thus far. The Knox Creek Complex is projected to employ a maximum of 275 personnel over the LOM Plan. The Knox Creek Complex operations employed approximately 107 personnel, at the end of December 2022. The hourly labor force remains non- union and no change in this labor arrangement is anticipated in the near term. Supplies Supplies for the mining operations are available from multiple nearby vendors that service the coal industry in the CAPP Region. There are 10 Caterpillar mining equipment dealerships located within 50 miles of the Knox Creek Complex. There are three Komatsu/Joy Manufacturing mining equipment dealerships within 50 miles of the Knox Creek Complex. March 9, 2023 Page 25 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 5.0 HISTORY 5.1 PREVIOUS OPERATIONS The Knox Creek Complex and surrounding area has an extensive history of coal mining, primarily by underground mining methods. Detailed underground mine maps showing previous mine workings were provided by Ramaco. Other sources of maps showing previous mine workings that WEIR referenced were from the West Virginia Geological and Economic Survey, the Virginia Department of Mines Minerals and Energy, the USGS, and the MSHA. Mining within the Knox Creek Complex likely began in the early 1900s. There have been many different mine operators both large and small in the region since then. Areas of the Big Creek Property have been previously surface and underground mined. Ramaco is currently surface mining the Tiller Seam at the Big Creek Surface and Highwall Mine. Previous mining on this property mostly involved the Jawbone, Tiller, and Red Ash seams. Previously mined out areas on the property were provided to WEIR by Ramaco, however, WEIR has not verified, nor field checked these previously mined out areas. Areas of the Knox Creek Property have also been previously surface and underground mined. There is currently no mining activity within the Knox Creek Property. However, the Red Ash 2, Jawbone 3 and Jawbone 1 seams have been extensively mined on the property, as a result of desirable metallurgical coal properties, seam continuity, and ease of seam access. Previously mined out areas on the property were provided by Ramaco, however, WEIR has not verified, nor field checked these previously mined out areas. 5.2 PREVIOUS EXPLORATION AND DEVELOPMENT Prior to Ramaco’s control of the property in 2011, previous exploration included 4,821 holes drilled within or in proximity to both Ramaco’s Knox Creek and Berwind Complexes. Previous exploration activity dates back prior to 1910. A list of companies conducting exploration, number of holes drilled, total footage drilled, and approximate dates are shown in Table 5.2-1. Since property ownership has changed several times over the years, prior exploration drilling records are not fully available in original form. March 9, 2023 Page 26 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Table 5.2-1 Previous Exploration Company Drill Holes Drilled Footage Anker Coal Group, Inc. Consol Energy, Inc. Georgia-Pacific Harmon Coal Company Island Creek Coal Coampany Jewell Ridge Coal Company Jewell Smokeless Coal Corporation New River & Pocahontas Consolidated Olga Mining Company Paramont Coal Company Virginia, LLC Permac, Inc. Pocahontas Fuel Company, Inc. Republic Steel Corporation United Coal Company US Steel Corporation West Virginia Geological & Economic Survey Unknown Total 57 3,474 31 1 70 241 473 73 22 9 19 25 98 126 1 2 99 4,821 25,087 4,497,009 39,355 750 114,561 125,314 221,931 50,287 17,434 3,828 7,029 18,649 47,738 53,973 617 9 5,688 5,229,258 Year Drilled Unknown 1970’s-1980’s Unknown Unknown Unknown 1960’s-1990’s 1940’s-2013 1910’s-Unknown Unknown Unknown Unknown Unknown Unknown Unknown Unknown Unknown Unknown As can be seen in Table 5.2-1, Ramaco’s Knox Creek and Berwind Complexes have a rich history of coal exploration. It should be noted that Consol Energy, Inc. has an exceptionally large number of drillholes because of their substantial participation in the natural gas industry in the area. Organizing such a significantly large amount of data requires performing tasks such as; 1) removing drillhole duplicates (especially where companies change drillhole names to match their own naming conventions), 2) resolving multiple copies of drillholes "shared” between companies (i.e. different companies own different seams over the same area and agree to "share” drillhole data, but delete the data for their seams before sharing), 3) resolving localized seam naming differences, and 4) resolving different coordinate systems. These are significant (and on-going) tasks for Ramaco. WEIR’s review of Ramaco’s current drillhole database is highly complementary based on the results of its work to date on these matters. Based upon thorough review of Ramaco’s compilation of this historical drilling data, it is WEIR’s opinion that this historical data is reliable for use in generating an accurate geological and quality model for the Knox Creek Complex. March 9, 2023 Page 27 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 6.0 GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT 6.1 REGIONAL, LOCAL, AND PROPERTY GEOLOGY 6.1.1 Regional Geology The upper coal seams of interest within the Knox Creek Complex belong to the Norton Formation in Virginia of Early Pennsylvanian Age, which is stratigraphically equivalent to the Lower Kanawha and New River formations in southwestern West Virginia. The lower coal seams of interest belong to the Pocahontas Formation of the Pottsville Group (Lower Pennsylvanian). The depositional setting for these seams is complex and thought to be upper delta plain, with subsidence controlling the sedimentation rate. The Lower Pennsylvania (Pottsville) sedimentary strata of the coal-bearing rocks of the Pocahontas Formation rest uncomformably on the Mississippian Bluestone Formation of the Mauch Chunk Group. The Norton and Lee Formations (Virginia nomenclature) encompasses the Knox Creek Complex which additionally is within the western margin of the folded and faulted Central Appalachian Basin, with deformation occurring during the Alleghany (post-Permian) Orogeny. The Dry Fork Anticline is a regionally persistent fold, which extends from Buchanan County, Virginia to Mercer County, West Virginia. The anticline passes through the center of the complex and plunges to the southwest. North of the Dry Fork Anticline, coal beds dip at approximately one degree to the northwest, while to the south, seams dip one to two degrees toward the Boissevain Fault to the south/southwest. The coalbeds of the Norton Formation are interbedded with sandstones, shales, siltstones, and underclays. The sandstones are light gray, very fine to coarse grained, thin bedded to massive, and crossbedded, and consist of 50 to 65 percent quartz, with large proportions of white- weathering feldspar, mica flakes and dark mineral grains. The shales are medium to dark, thinly laminated, and carbonaceous. Horizontally laminated or crossbedded medium light gray siltstones and medium gray clayey to silty underclays occur in thin beds throughout the formation. 6.1.2 Local Geology The coal seams of interest within the Knox Creek Complex are in the Southwest Virginia Coal Field and the Southern Coal Field in West Virginia. These coal seams are known for very high March 9, 2023 Page 28 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. calorific content (Btu/lb) and high through low-volatile metallurgical coal characteristics, with high fluidity, low ash content, and low sulfur content. The Boissevain and Middle Creek faults are major northeast/southwest trending thrust faults, which pass through the southern boundary of the Knox Creek Property. The strata on the southeast side of the fault has been thrust upward, relative to the strata on the northern side, along a plane which is, in most places, inclined at approximately 45 degrees. Along much of the length of the fault, the strata have been overturned, and the fault offset is over 200 feet. The Boissevain and Middle Creek faults parallel the Richlands Fault, another large thrust fault to the south of the property, where Mississippian Age strata have been thrust above the Pennsylvanian coal-bearing formations. No mining has occurred south of the Boissevain and Middle Creek faults, within or near the complex. The Keen Mountain and Pistol Gap faults are northwest/southeast trending right-lateral strike slip faults. The southern side of both faults is downthrown, up to 18 feet vertically. The Spur Fault is a small fault which occurs perpendicular to, and terminates in, the Keen Mountain Fault in the northern area of the property. Mining has occurred on both sides of these faults throughout the area, and fault crossings were common. These minor faults appear in the northwestern part of the Knox Creek Property. The Canebrake Fault is a northwest/southeast trending fault, with an offset of approximately 200 feet based on evaluation of drillhole information. The upthrown side is to the north of the fault. Underground mining in the Red Ash Seam has occurred on both sides of the fault. This fault passes through the northern part of the Knox Creek Jewell Property 6.1.3 Property Geology Big Creek Property The primary coal seams of interest on the Big Creek Property, in descending order, are the Red Ash, Jawbone 1, and Tiller. No significant faults have been mapped on the property. Knox Creek Property The primary coal seams of interest on the Knox Creek Property, in descending stratigraphic order, are the Kennedy, Red Ash, Jawbone 3, and Jawbone 1 (see Figure 6.3-1, Generalized Stratigraphic Section). However, there are several other mineable seams that occur throughout the property. March 9, 2023 Page 29 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 6.2 MINERAL DEPOSIT TYPE AND GEOLOGICAL MODEL The Knox Creek Complex resource area is a relatively flat lying, sedimentary deposit of Pennsylvanian Age. The 34 coal seams in the Pocahontas Formation and the overlying Norton Formation account for approximately 3,000 feet of geologic section. For internal planning, Ramaco models these seams from exploration results using the SurvCad® mine planning software package, completing model updates after each phase of exploration drilling. WEIR modeled the reserves and resources using Datamine MineScape® Stratmodel geological modeling software. Exploration consists of core drilling for all the mineable seams, which is performed each year in advance of mining, to refine the resource boundary and to define limits of the mine plans. The WEIR geological model is discussed in more detail in Section 9.1. 6.3 STRATIGRAPHIC COLUMN AND CROSS SECTION Figure 6.3-1 shows the stratigraphic column for the Knox Creek Complex. Cross sections related to the Knox Creek Complex can be found on Figure 6.3-2. For more detail on these sections, please see Exhibit 6.3-2. March 9, 2023 Page 30 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 6.3-1 Knox Creek Stratigraphic Column March 9, 2023 Page 31 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 6.3-2 Knox Creek Stratigraphic Cross Sections March 9, 2023 Page 32 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 7.0 EXPLORATION 7.1 NON-DRILLING EXPLORATION Drilling has served as the primary form of exploration within the Knox Creek Complex. In addition to exploration drillholes, seam outcrop measurements, in-mine measurements, and survey points taken from mine maps of previous operations were considered. A total of 194 seam outcrop measurements, 356 mine measurements, and 887 survey points were implemented in modeling the deposit. Data from degasification, coal bed methane, and water wells were also incorporated in the geological model, including a total of 4,188 drillholes. 7.2 DRILLING Ramaco’s exploration activities involve rotary and continuous core drilling performed by competent contract drilling companies. In addition to providing information about the coal seams present, the exploration drilling also provides core samples of roof strata and floor strata for geotechnical evaluation which is stored and evaluated as needed. The geologist’s drilling logs are checked against the geophysical logs for thickness accuracy and to confirm core recovery. Drillholes with core recovery of less than 90 percent are noted and subsequently reviewed in consideration for re-drilling. The successful acquisition of accurate geophysical logs for holes with poor core recovery play an important role in the decision to re-drill, since improvements in lithology recognition in geophysical logging has significantly improved over the years. Once recovered, all core samples are boxed, photographed, and stored. Coal seam core samples are sent to laboratories for quality analyses. Caliper, density, gamma, and resistivity downhole geophysical logs are completed as drill site and hole conditions allow. Each drillhole collar location is surveyed using RTK GPS equipment to obtain accurate coordinates for subsequent modeling efforts. Table 7.2-1 summarizes data for Ramaco’s drilling programs. Table 7.2-1 Drilling Programs Total Number of Drill Hole Drilling Series Program Dates Drill Holes Drilled Footage Rotary Core Header BC Series KC Series 2022 1998-2018 3 37 40 770 14,725 15,495 0 5 5 3 32 35 3 37 40 Geophysical Logs 3 31 34 Downhole Deviation Log — — Geologist’s Log Driller’s Log 3 8 11 3 32 35 Lab Analyis Certificates — 11 11 Hole Type Number of Holes with Base Data March 9, 2023 Page 33 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Referring to the drilling programs outlined in Table 7.2-1, the BC (Big Creek) and KC (Knox Creek) series of drillholes are mainly intended as in-fill drilling on the complex. Quality control procedures followed by Ramaco geologists are clearly defined. Ramaco’s field geologists take specified steps to protect sample integrity and to ensure core samples are always under Ramaco geologist’s control. These steps include the following: ● Field geologist to be on site whenever drilling is occurring ● Geologist’s log to be created for each drillhole ● Each drillhole to be logged using geophysical methods if physically possible ● Geologist to compare field geologist’s logs to the e-log data ● Geologist to compare the core samples against both field geologist’s logs and e-logs to confirm coal thickness ● All immediate roof, coal and immediate floor core are to be boxed and photographed ● Quality sample sheets to be filled out, provided to a supervisor for approval and shipped to the laboratory ● Once core samples have been analyzed, field geologists to scrutinize the resulting quality data for accuracy WEIR did not have direct involvement with the planning, implementation, or supervision of Ramaco’s drilling programs. However, having reviewed the details of Ramaco’s drilling programs, WEIR finds the results to be consistent with industry standards and appropriate for use in the estimation of reserves and resources. WEIR did not observe core samples in person, however, Ramaco provided photos of core logs for 19 drillholes. In review of these photos, WEIR found the cores to be representative of the data reported for each drillhole. 7.3 HYDROGEOLOGICAL DATA Hydrological data for the complex is generally obtained from existing wells and surface water monitoring locations in proximity to Ramaco’s existing and planned operations. No additional exploration is performed specifically for the purposes of hydrological study. See Section 13.1.2, Hydrogeological Model, for more detail. March 9, 2023 Page 34 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 7.4 GEOTECHNICAL DATA Ramaco does not specifically gather geotechnical data at its existing or planned operations at the Knox Creek Complex. See Section 13.1.1, Geotechnical Model, for more detail. 7.5 SITE MAP AND DRILLHOLE LOCATIONS A map showing the location of all drillholes on the Knox Creek Complex is provided on Figure 7.5-1. Mine measurements are excluded from this figure to assist with legibility. March 9, 2023 Page 35 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 7.5-1 Drillhole Locations March 9, 2023 Page 36 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 7.6 OTHER RELEVANT DRILLING DATA Ramaco generally uses one of several local drilling companies based on availability and pricing. Downhole geophysical logging is usually performed by Marshall Miller & Associates of Bluefield, Virginia. Coal quality analyses are typically performed by Precision Testing Laboratory, Inc. (Precision) of Beckley, West Virginia. March 9, 2023 Page 37 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 8.0 8.1 SAMPLE PREPARATION, ANALYSES, AND SECURITY SAMPLE PREPARATION METHODS AND QUALITY CONTROL Relative to the drilling overseen by Ramaco, once the target coal seam has been drilled the coal core is stored in plastic lined wooden core boxes. The core is photographed, and the coal seam is measured and described by the geologist. The geologist’s seam thickness measurements are cross checked against geophysical logs for thickness accuracy and to confirm core recovery. 8.2 LABORATORY SAMPLE PREPARATION, ASSAYING, AND ANALYTICAL PROCEDURES 8.2.1 SGS North America Inc. Ramaco used SGS North America Inc. (SGS) located in Sophia, West Virginia as its primary laboratory for coal analyses, prior to 2016. Typically, once quality samples were bagged and labeled at the mine, the samples were delivered to SGS for quality analyses. The samples were first prepared by crushing, splitting, and sizing. The analyses performed included Proximate, Washability, Ash Fusion, Ultimate, Ash Mineral, Dilatometer, Plastometer, Trace Elements, and Petrographics. SGS is certified by the ANSI National Accreditation Board. SGS performs all of the coal analyses to ASTM standards. 8.2.2 Precision Testing Laboratory, Inc Ramaco has utilized Precision Testing Laboratory, Inc. (Precision) located in Beckley, West Virginia beginning in 2016. Also certified by the ANSI National Accreditation Board, Precision performs all the coal analyses to ASTM standards. Once quality samples are bagged and labeled at the mine, the samples are delivered to Precision for quality analyses. The samples are first prepared by crushing, splitting, and sizing. The analyses performed included Proximate, Washability, Ash Fusion, Ultimate, Ash Mineral, Dilatometer, Plastometer, Trace Elements, and Petrographics. March 9, 2023 Page 38 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 8.2.3 Other Laboratories As outlined in Section 5.2, WEIR relied upon drillhole data from prior property owners. The quality data from other laboratories appears to be valid and appropriate to include in this study based upon available documentation and consistency of the data between the different sources. 8.3 QUALITY CONTROL PROCEDURES AND QUALITY ASSURANCE As ANSI certified laboratories, both SGS and Precision have in-house quality control and assurance procedures. Both are well-known and respected providers of coal quality analysis services. 8.4 SAMPLE PREPARATION, SECURITY, AND ANALYTICAL PROCEDURES ADEQUACY Once in possession of the samples, Precision’s standard sample preparation and security procedures are followed. After the sample has been tested, reviewed, and accepted, the disposal of the sample is done in accordance with local, state and EPA approved methods. WEIR has determined the sample preparation, security and analysis procedures used for the Knox Creek Complex’s drillhole samples meet current coal industry standards and practices for quality testing, with laboratory results suitable to use for geological modeling, mineral resource estimation and economic evaluation. March 9, 2023 Page 39 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 9.0 DATA VERIFICATION 9.1 DATA VERIFICATION PROCEDURES Ramaco provided WEIR copies of all available drilling records for the Knox Creek Complex, which included Excel spreadsheets, driller’s log, field geologist’s logs, core photographs, quality results sheets from the coal quality laboratories, mine measurement tables, as well as drawing files or PDFs of the e-logs. Each hole in the database was individually checked by WEIR against a copy of the driller’s and/or geologist’s log to confirm data accuracy. Geological reviews performed by WEIR included: ● Drillhole lithology database comparison to geophysical logs ● Drillhole coal quality database comparison to quality certificates After completing the precursory verifications and validations described above, the drillhole data was loaded into Datamine’s MineScape® Stratmodel, a geological modeling software. MineScape provides robust error checking features during the initial data load, which include confirmations of seam continuity, total depth versus hole header file data, interval overlap, and quality sample continuity with coal seams. Once the drillhole data was loaded, a stratigraphic model was created. Several further verifications were then possible, which included: ● Creating cross sections through the model to visually inspect if anomalies occur due to miscorrelation of seams ● Creating structural and quality contour plots to visually check for other anomalies due to faulty seam elevations or quality data entry mistakes in the drillhole database Typical errors which may impact reserve and resource estimates relate to discrepancies in original data entry. These errors may include: ● Incorrect drillhole coordinates (including elevation) ● Mislabeled drillhole lithology ● Unnoticed erroneous quality analyses where duplicate analyses were not requested ● Excessive drillhole core loss March 9, 2023 Page 40 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. WEIR conducted a detailed independent geological evaluation of data provided by Ramaco to identify and correct errors of the nature listed above. Where errors are identified and cannot be successfully resolved, it is WEIR’s policy to exclude that data from the geological model. Based on WEIR’s geological evaluation of data provided, 81 drillholes were excluded from the drillhole database due to various reasons. 9.2 DATA VERIFICATION LIMITATIONS Limitations of data verification included incomplete or missing records for some drillholes. The primary reason for this situation is incomplete data transfers upon change in property ownership. Based on its modeling results, WEIR found some of the drillholes with incomplete data to be consistent with the deposit and appropriate to include in WEIR’s geological model. 9.3 ADEQUACY OF DATA It is WEIR’s opinion that the adequacy of sample preparation, security, and analytical procedures for holes and procedures that were drilled by Ramaco after acquiring the property is acceptable and that these methods meet typical industry standards. Ramaco employs detailed process and procedures, described in Section 8.4, that are followed each time a core hole is to be sampled. The Ramaco geologist’s logs for these holes contain sampling descriptions and lithologic descriptions that are sufficiently detailed to ascertain that an experienced geologist supervised the drilling and sampling. Ramaco coal quality analyses performed by both SGS and Precision have been to ASTM standards, as detailed in Section 8.0. The adequacy of sample preparation, security, and analytical procedures are generally unknown for drillholes that were drilled prior to Ramaco acquiring the initial leases in 2016. However, the geologist’s logs for these holes contain sampling descriptions and lithologic descriptions that are sufficiently detailed to ascertain that an experienced geologist supervised the drilling and sampling. It is unknown if all coal quality analyses were performed to ASTM standards by qualified laboratories, as detailed in Section 8.0, however, this legacy drillhole information was included as the samples matched the coal seam intervals and reported quality data that was consistent between the different data sources. Model verifications further support WEIR’s high level of confidence that a representative, valid, and accurate drillhole database and geological model have been generated for the Knox Creek Complex that can be relied upon to estimate coal resources and reserves to an accuracy that is acceptable for this report’s specified standards. March 9, 2023 Page 41 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 10.0 MINERAL PROCESSING AND METALLURGICAL TESTING 10.1 MINERAL PROCESSING TESTING AND ANALYTICAL PROCEDURES Daily sampling is performed by SGS on samples obtained from various conveyor and stockpile locations prior to shipping clean coal products. Proximate and oxidation analyses are performed on the samples. Train and sublot samples include all petrographic and rheology analyses for each individual customer specification. These results help ensure both proper preparation plant operation and coal product classification. Coal tonnages for raw and post-processed products are estimated using standard belt scales, which are calibrated monthly against the end of month survey data summary reports. Efficiency testing is performed on all critical preparation plant circuitry on an on-going basis to help ensure proper coal and non-coal separations are occurring throughout the preparation plant processing operation. This performance testing is extensive and involves measuring flow rates, pressures, moistures, reagent application rates, size fractions, specific gravity, and coal quality at specific locations from raw feed through clean coal products and tailings. 10.2 MINERALIZATION SAMPLE REPRESENTATION Coal deposits originate in flat, low-lying ground within deltas, alluvial plains, and coastal systems, and as such are a relatively homogeneous, sedimentary mineral occurrence. The deposit within the Knox Creek Complex area exhibits homogeneous characteristics and does not show any substantial variations in mineralization types or styles that would adversely affect processing of the coal. Sample data are well representative of the deposit as a whole. 10.3 ANALYTICAL LABORATORIES Coal sample analyses performed by Precision are described in Section 8.2.1. Preparation plant circuitry performance is maintained by plant staff through the plant monitoring systems. SGS performs daily analysis on the collected clean coal samples from automated samplers and any raw coal samples collected. Typical analysis on daily runs is proximate analysis only plus oxidation. Train and sublot samples with petrographics and rheology are performed per individual customer specifications. March 9, 2023 Page 42 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 10.4 RELEVANT RESULTS AND PROCESSING FACTORS Coal recovery and resulting product qualities are primary concerns for any coal preparation plant. A coal preparation plant’s recovery and resulting quality of its saleable products are dependent on ROM coal quality and the efficiency at which non coal impurities are removed by the preparation plant process. Tracking and adjusting throughput rates for different plant circuitry, based on ROM coal feed quality, are critical to plant efficiency and product quality. The Knox Creek Preparation Plant processes ROM coal at specific gravities ranging from 1.50 to 1.65, depending on customer specifications, in order to produce saleable metallurgical coal products. Historical (2022) and projected LOM Plan preparation plant recovery are shown on Figure 10.4-1. Figure 10.4-1 Preparation Plant Recovery The preparation plant yield decreases in 2023 associated with increasing tons from the Big Creek Jawbone 1 Deep Mine and the exhaustion of the Big Creek HWM reserves. Preparation plant recovery and saleable product quality are expected to track closely with the modeled recovery from raw coal analysis, once adjusted for out of seam dilution (OSD) mined by the surface and underground mines. Historical preparation plant recovery from 2022, based on plant belt scale records, is summarized in Table 10.4-1 as follows: March 9, 2023 Page 43 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Raw tons processed Clean tons processed Plant Recovery (%) Table 10.4-1 Historical Preparation Plant Recovery 2022 600,608 234,710 39.1 The testing procedures described above provide validation for modeled data and help to ensure coal sales specifications are met for resulting saleable coal products. The testing also helps to maintain preparation plant efficiency at a high level so that processing costs are minimized. 10.5 DATA ADEQUACY Ramaco employs testing and analytical procedures in accordance with industry standards, which result in efficient preparation plant operations and provides the necessary quality control to meet product quality and quantity projections. The testing performed is sufficient to support the projected preparation plant yield and saleable product quality for the LOM Plan. March 9, 2023 Page 44 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 11.0 MINERAL RESOURCE ESTIMATES The coal resources, as of December 31, 2022, are reported as in-place resources and are exclusive of reported coal reserve tons (see Section 12.0 for reserve tonnage estimates). Resources are reported in categories of Measured, Indicated, and Inferred tonnage in accordance with Regulation S-K Item 1302(d). In addition to the currently active and planned mines, there are numerous other resource areas within the Knox Creek Complex which Ramaco may plan and/or permit at a future date. 11.1 KEY ASSUMPTIONS, PARAMETERS, AND METHODS Data Sources Planimetric data was provided by Ramaco in AutoCAD format and primarily included base map information such as rivers, drainages, roads, mine features, and property boundaries. Ramaco provided WEIR drillhole data, which included survey, lithology, and coal quality information. This data was provided in different formats including Excel, ASCII files and PDFs. Geophysical logs, coal quality certificates, driller’s logs, geologist’s logs, downhole deviation data, and drillhole survey records were provided as scanned PDF files and AutoCAD drawing files. Data was provided for 4,290 drillholes, 4,188 holes of which are included in the geological model. In-mine seam thickness and floor measurement from previous operations’ mine maps were provided in tabular file format. These mine measurements included 356 data points. Mine measurement data points were used to model coal seam thickness and structure but were not used as points of observations in estimating resource confidence. Coal quality data for 625 drillholes was provided for the Knox Creek Complex. Of the 625 drillholes, 558 holes were used in the quality model. Data was provided in Excel format along with quality certificates in PDF format. Reasons for excluding drillhole quality samples in the modeling process included: ● Poor core recovery noted in the driller’s logs. ● Quality logs that could not be matched to a drillhole. March 9, 2023 Page 45 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. ● The qualities listed for the hole were not relevant to the model (for example raw Btu/lb. or sulfur were supplied, but not final product Btu/lb. or sulfur). The only relevant raw values used are specific gravity and raw ash. Both are derivable from one another and have bearing on estimated in-place tons. ● Analyses were not performed at the appropriate wash specific gravity. Geological Model The Knox Creek Complex geological model was developed by using seam surface grids that were created in Datamine’s MineScape® Stratmodel (MineScape) geological modeling software. Topography data was gridded using MineScape software and a grid cell size of 100 feet by 100 feet from the USGS on-line 3-D Elevation Project data source. The resolution of the topography data is 1/3 arc-second, which results in approximately a 30 by 30 feet data point spacing. The gridded USGS topography contours were compared to drillhole collars. WEIR investigated significant collar elevation discrepancies. Most differences are due to original drillhole locations being covered with burden or being subsequently mined. Drillholes for which such discrepancies could not be resolved were not used in the model. The seam surfaces and thicknesses were created by loading the drilling and mine measurement data into MineScape and gridding the seam intercepts using a grid cell size of 100 feet by 100 feet. The parameters used to create the model are defined in the MineScape modeling schema which is a specification of modeling rules that is created for the site. The MineScape interpolators that were used in this study are common in most mine planning software packages. The Planar interpolator is a triangulation method with extrapolation enabled. Finite Element Analysis (FEM) is a widely used method for numerically solving differential equations arising in engineering and mathematical modeling. A trend surface is used in MineScape to promote conformability for the modeled seams to regional structures such as synclines, anticlines, or simply seam dip. MineScape caters to using different interpolators for thickness, roofs and floors (surfaces), and the selected trend surface as they are all modeled separately. The interpolator used for each of these items is selected on the basis of appropriateness to the data sets involved, as well as modeling experience. Stratigraphic Model Interpolators are shown in Table 11.1-1, as follows: March 9, 2023 Page 46 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Interpolator PLANAR FEM PLANAR Table 11.1-1 Stratigraphic Model Interpolators Parameter Thickness Surface Trend Power/Order 0 1 0 Ninety-eight (98) coal seams (including seam splits) were modeled for the Knox Creek Complex. A summary of drillhole statistics for the 16 seams that WEIR considered to have economic potential for the Knox Creek Complex are shown in Table 11.1-2. These statistics involve the 2,288 drillholes out of the total 4,188 that can be allocated to the Knox Creek Complex versus the Berwind Complex. CODE UPB2 KDY2 RED3 RED2 JWB3 JWB1 TL22 TL12 USB2 GCK2 LSB2 P114 LHP1 PO92 PO42 PO32 Seam Upper Banner 2 Kennedy 2 Red Ash 3 Red Ash 2 Jawbone 3 Jawbone 1 Tiller 2-2 Tiller 1-2 Upper Seaboard 2 Greasy Creek 2 Lower Seaboard 2 Pocahontas 11 Lower Horsepen 1 Pocahontas 9-2 Pocahontas 4 Pocahontas 3 Table 11.1-2 Drillhole Statistics In Mine Plan No Yes No No Yes Yes Yes Yes No No No No No No No No Number of Intercepts Average Thickness (Feet) 150 877 730 1662 1936 1930 1137 851 626 1329 1289 1461 731 331 602 806 1.28 2.03 0.90 2.47 2.07 2.57 1.22 1.39 1.46 1.27 1.38 2.48 1.35 1.31 1.23 2.41 Minimum Maximum Hole Name J-328 20 VA-160 25 KC00-03 L053 96VA283 VA-157 O-M L038 OLGA-13 L038 VA-145 05BE121 PCP-108 05AY140 Thickness (Feet) 0.08 0.04 0.02 0.08 0.05 0.05 0.08 0.03 0.04 0.08 0.08 0.04 0.05 0.10 0.08 0.03 Hole Name J-542 04BI113 CBMW49A 80RU-8 06AW114A 85RU-53 00-VA-301 07BB48A VA-48 BC30-97 VA-235 110107033 PCP-136 VA-91 02DGDD29 VA-206 Thickness (Feet) 4.32 9.50 4.30 8.00 8.00 11.74 7.70 7.20 6.69 6.35 5.23 9.00 4.65 8.90 7.66 9.25 Standard Deviation (Feet) 0.86 1.25 0.77 0.94 0.98 1.18 0.87 1.10 0.91 0.64 0.91 0.88 0.72 0.91 1.23 2.07 The gridded coal seam structure and coal seam thicknesses were validated against drillhole information to ensure that the data was properly modeled. Inconsistencies between modeled seam surfaces and surrounding drillholes were investigated and any confirmed errors in the drillhole data or model parameters were corrected. This process was repeated until a final version of the model was developed. Coal Quality Model The drillhole data described previously in this report were used to create a washed coal quality model that included raw ash and raw relative density. The washed quality model values were based on a specific gravity of 1.50. March 9, 2023 Page 47 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. The drillholes were verified to ensure that the seam depths used in the lithology file matched the sample depths in the quality file. Coal quality samples were loaded into MineScape and composited against the drillhole thicknesses. The composited values were then gridded using a grid cell size of 200 feet by 200 feet and the inverse distance weighted (squared) interpolator. The following quality data was modeled for all seams: ● Raw Ø Ash, Dry weight percent Ø Relative Density ● Float @ 1.50 Specific Gravity Ø Ash, Dry weight percent Ø Calorific Value, Dry Btu/lb Ø Total Sulfur, Dry weight percent Ø Volatile Matter, Dry weight percent Ø Audibert-Arnu Maximum Dilation (ARNU), Dry percent Ø Coal Oxidation by Light Transmittance, Dry percent Ø Total Inerts, Dry weight percent Ø Rank Index Ø Composition Balance Index Ø Gieseler Maximum Fluidity, Dry DDPM Ø Hargrove Grindability Index Ø Reflectance (ROMAX), Dry percent Ø Calculated Stability Index Ø Free Swell Index Ø Yield, weight percent Quality contours were generated from the grids to check outlier values. Additional Resource Criteria and Parameters Based on WEIR’s review and evaluation of the data and plans relative to the Knox Creek Complex, resource estimation criteria were applied to ensure reported mineral resource tonnage has a reasonable prospect for economic extraction. Resource criteria and parameters for the Knox Creek Complex are as follows: ● Resources were estimated as of December 31, 2022. ● Underground areas where coal thickness did not meet a minimum thickness of 2.0 feet were excluded from the resource estimate. March 9, 2023 Page 48 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. ● Underground areas within 200 feet of old mine workings were excluded from resource estimates. ● Underground areas with less than 100 feet of cover were excluded from resource estimates. ● Surface and highwall mining areas where coal thickness did not meet a minimum thickness of 1.0 feet were excluded from the resource estimate. ● Surface areas, where there was no subsequent highwall mining, and where stripping ratio exceeds 20:1, were excluded from the resource estimate. ● Tonnage outside of current LOM plans, but within existing property control, and meeting the criteria listed here, is classified as Resource tonnage and is reported exclusive of Reserve tonnage. ● Coal density (pounds per cubic foot) is based on apparent specific gravity data from dill holes and channel samples, where available. Otherwise, it is based on raw coal ash (dry basis) using the formula [1.25+(Ash/100)] x 62.4 pounds per cubic foot 11.2 ESTIMATES OF MINERAL RESOURCES The coal resources, as of December 31, 2022, are reported as in-place resources and are exclusive of reported coal reserve tons (see Section 12.0). Resources are reported based on the coal resource estimate methodology described and are summarized in Table 11.2-1 as follows: Table 11.2-1 In-Place Coal Resource Tonnage and Quality Estimate as of December 31, 2022 Mine Area / Seam Area (Acres) Average Coal Thickness (Feet) In-Place Resources (000 Tons) Measured Indicated Total Inferred Coal Quality (Dry Basis) Raw Ash (%) Relative Density (Lbs/CF) Big Creek Red Ash 3 Red Ash 2 Jawbone 3 Jawbone 1 Tiller 1-2 Knox Creek Upper Banner 2 Kennedy 2 Red Ash 2 Jawbone 3 Jawbone 1 Upper Seaboard 2 Greasy Creek 2 Lower Seaboard 2 Pocahontas 11 Lower Horsepen 1 March 9, 2023 1,275 1,420 1,400 2,210 495 6,800 450 1,765 12,485 8,420 15,025 450 290 760 770 1,425 2.04 2.75 2.27 2.99 2.67 2.59 2.27 2.72 2.65 3.13 3.21 2.72 4.29 2.75 4.72 2.89 5,025 7,495 6,445 13,536 2,520 35,021 2,060 8,780 59,450 50,260 93,500 2,340 2,640 4,470 7,010 7,965 — — — — — — — 35 — 150 — — — — — 5,025 7,495 6,445 13,536 2,520 35,021 2,060 8,780 59,485 50,260 93,650 2,340 2,640 4,470 7,010 7,965 — — — — — — — — — — — — — — — 17.0 4.5 24.0 12.2 21.7 14.1 17.0 13.2 4.7 15.1 13.6 17.0 43.0 30.9 17.0 17.0 88.61 87.98 92.98 94.38 87.36 91.42 88.61 86.28 82.41 87.43 89.46 88.61 97.93 98.19 88.61 88.61 Page 49 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Mine Area / Seam Knox Creek Pocahontas 9-2 Pocahontas 4 Pocahontas 3 Knox Creek Complex - Total Notes: Coal Quality (Dry Basis) Raw Area (Acres) Average Coal Thickness (Feet) In-Place Resources (000 Tons) Measured Indicated Total Inferred Ash (%) 2,030 1,605 710 46,185 52,985 2.8 2.97 2.77 2.99 2.94 8,240 8,300 3,780 258,795 293,816 2,750 3,830 — 6,765 10,990 12,130 3,780 265,560 6,765 300,581 — — — 17.0 26.6 17.0 13.5 13.6 Relative Density (Lbs/CF) 88.61 94.90 88.61 87.76 88.23 · Mineral Resources reported above are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves. Mineral Resources reported here are exclusive of Mineral Reserves. Resource probable economic mineability based on underground minable resources with 2.0 feet minimum seam thickness, surface and highwall mines with 1.0 feet minimum seam thickness, area mining with a cutoff stripping ratio of 20:1, and primarily metallurgical mid and high volatile coal product realizing a sales price of $183.50 per ton at a cash cost of $98.68 per clean ton (FOB Mine) · · Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding 11.3 TECHNICAL AND ECONOMIC FACTORS FOR DETERMINING PROSPECTS OF ECONOMIC EXTRACTION A Preliminary Feasibility Study was conducted to assess the prospects for economic extraction of coal within the Knox Creek Complex. Ramaco’s forecasted Knox Creek Complex FOB mine coal sales prices are $164.36 per ton in 2023, $172.10 in 2024, $179.69 in 2025 and $186.00 thereafter through 2037. Ramaco’s sales price projections conform to published forward price curves for coal of similar quality to that of the Knox Creek Complex. The sales price is further supported in Section 16.0 of this report. Capital expenditures are discussed in further detail in Section 18.1 and are projected to average $12.20 per ton over the Knox Creek Complex LOM Plan, compared to actual capital expenditures of $25.35 per ton in 2022. Operating cash costs are discussed in further detail in Section 18.2 and are projected to average $98.68 per ton over the Knox Creek Complex LOM Plan, compared to actual Knox Creek Complex operating cost of $117.25 per ton in 2022. Total projected capital expenditures and operating cost of $110.88 per ton and a coal sales price per ton as indicated above, provide a reasonable basis for WEIR to determine that all underground mineable coal of thickness greater than 2.0 feet, surface and highwall mineable coal with seam thickness greater than 1.0 feet, and surface and contour mineable coal with March 9, 2023 Page 50 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. stripping ratio of approximately 20:1 or lower, has prospects of economic extraction within the Knox Creek Complex. 11.4 MINERAL RESOURCE CLASSIFICATION Mineral Resource estimates prepared for the Knox Creek Complex are based on the Regulation S-K Item 1302(d), which established definitions and guidance for mineral resources, mineral reserves, and mining studies used in the United States. The definition standards relative to resources are as follows: Mineral Resource: Mineral resource is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. ● Inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve. ● Indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve. March 9, 2023 Page 51 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. ● Measured mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a Qualified Person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve. Geostatistical methods were applied to drillhole and mine measurement coal thickness data for four primary seams at the Knox Creek Complex to develop variogram ranges (radii) used for resource classification. Figure 11.4-1 illustrates the variogram for the Tiller No. 1 Seam, containing 649 seam thickness measurements. Table 11.4-1 shows the sample count, Measured and Indicated resource ranges determined by the variogram model, and average sample spacing in feet for the Jawbone No. 1, Pocahontas No. 4, and Tiller No.1 and No. 2 seams. Variographic ranges were similar in each seam, demonstrating seam thickness continuity over 9,000 feet in each case. Theoretical ranges estimated for Measured (to 3,000 feet) and Indicated (to 9,200 feet) resources in the analysis demonstrates the spatial continuity of mineable coal seam thickness at the Knox Creek Complex. Figure 11.4-1 Variogram Model Tiller No. 1 Seam Thickness March 9, 2023 Page 52 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Table 11.4-1 Theoretical Variogram Ranges Variogram Jawbone No. 1 Seam Pocahontas No. 4 Seam Tiller No. 1 Seam Tiller No. 2 Seam Figure 1 2 3 4 Sample Count Measured Range (Ft.) Indicated Range (Ft.) 1,290 865 649 702 2,250 7,300 3,050 4,800 6,800 22,000 9,200 14,500 As depicted above, variability in drillhole thickness measurements is highly correlated with the distance between individual drillholes, in particular within the theoretical ranges for Measured and Indicated tonnage. Additionally, WEIR’s generation and review of the applicable quality contours further supports the continuity of coal quality throughout the deposit. Table 11.4-2 shows overall quality parameters for the coal seams at the Knox Creek Complex. Table 11.4-2 Statistics for Composited Drillhole Samples Quality Parameter Number of Samples Total Sample Length (ft) Minimum Value Maximum Value Average Value Audibert-Arnu Maximum Dialation (%) Composition Balance Index Free Swell Index Gieseler Maximum Fluidity (DDPM) HGI Inerts (%) Raw Ash (%) In-Place Relative Density Reflectance (ROMAX, %) Rank Stability Index Coal Oxidation by Light Transmittance (%) Ash (%) BTU/lb Sulfur (%) Volatiles (%) Yield (%) 116 48 374 219 17 61 357 925 112 48 99 17 809 507 803 721 923 314 135 1,020 586 60 169 984 2,585 323 135 289 60 2,223 1,361 2,206 1,983 2,582 0 0.51 3.1 1 94 8.2 2.7 1.27 1.2 0.6 42.0 97.0 2.0 12,509 0.37 15.5 10.4 300 7.63 9 30,000 105 36.3 62.1 1.96 1.71 7.0 65.0 99.0 19.1 15,505 3.50 37.4 100.0 188 5.38 8.6 9,457 99 25.8 20.4 1.44 1.45 4.7 55.7 97.7 5.9 14,627 0.85 26.2 74.8 Note: Unless otherwise specified, analyses are on a Dry Basis for coal washed at 1.50 specific gravity Within the Measured and Indicated ranges, WEIR has demonstrated a level of geological confidence sufficient to allow for the application of modifying factors to support detailed mine planning and evaluation of the economic viability of the deposit. Beyond the four coal seams mentioned above, there are no outlier seams being considered for resources that display anomalous behavior in comparison. As such, classification radii utilized by WEIR in this study are as follows: March 9, 2023 Page 53 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. ● Measured: 0 - 3,000 feet (based on 905 observations informing estimate of coal thickness within this range) ● Indicated: 3,000 – 9,200 feet (based on 905 observations informing estimate of coal thickness within this range) ● Inferred: greater than 9,200 feet (based on 905 observations informing estimate of coal thickness within this range) 11.5 UNCERTAINTY IN ESTIMATES OF MINERAL RESOURCES Mining is a high risk, capital-intensive venture and each mineral deposit is unique in its geographic, social, economic, political, environmental, and geologic aspects. At the base of any mining project is the mineral resource itself. Potential risk factors and uncertainties in the geologic data serving as the basis for deposit volume and quality estimations are significant considerations when assessing the potential success of a mining project. Geological confidence may be considered in the framework of both the natural variability of the mineral occurrence and the uncertainty in the estimation process and data behind it. The mode of mineralization, mineral assemblage, geologic structure, and homogeneity naturally vary for each deposit. Structured variability like cyclic depositional patterns in sedimentary rock can be delineated mathematically with solutions like trend surface analysis or variography. Unstructured variability, in the distribution of igneous rock composition, for example, is more random and less predictable. The reliability of mineral resource estimation is related to uncertainties introduced at different phases of exploration. Resources meeting criteria for Measured, Indicated, and Inferred categories are determined by the quality of modeled input data, both raw and interpreted. An exploration program comprises several stages of progressive data collection, analysis, and estimation, including: ● Geological data collection ● Geotechnical data collection ● Sampling and assaying procedures ● Bulk density determination ● Geological interpretation and modeling ● Volume and quality estimation ● Validation ● Resource classification and estimation March 9, 2023 Page 54 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Error may be introduced at any phase. Data acquisition and methodologies should be properly documented and subject to regular quality control and assurance protocols at all stages, from field acquisition through resource estimation. Managing uncertainty requires frequent review of process standards, conformance, correctional action, and continuous improvement planning. Risk can be minimized with consistent exploration practices that provide transparent, backwards traceable results that ultimately deliver admissible resource estimates for tonnage and quality. As discussed in Sections 8.0, 9.0, and 10.0, it is WEIR’s opinion that Ramaco’s methodology of data acquisition, record-keeping, and QA/QC protocols are adequate and reasonable for resource estimation at the Knox Creek Complex. In summary, WEIR has reviewed all geologic and geotechnical data inputs, collection protocols, sampling, assaying, and laboratory procedures serving as the basis for the deposit model, its interpretation, and the estimation and validation of the volume and quality of coal resources at the Knox Creek Complex. The spatial continuity of all seams with resource attributes at the Knox Creek Complex is well demonstrated by professionally developed, well maintained, quantitative and qualitative data. WEIR finds no material reason, regarding geologic uncertainty, that would prohibit acceptably accurate estimation of mineral resources. 11.6 ADDITIONAL COMMODITIES OR MINERAL EQUIVALENT There are no other commodities or minerals of interest within the Knox Creek Complex resource area other than the coal deposit discussed in this TRS. 11.7 RISK AND MODIFYING FACTORS The existing and planned underground mines in the complex are above drainage and relatively dry, which decreases risk for bad floor conditions from the presence of underclays. The consistency of the seams within the complex and good exploration drilling coverage combine to reduce geological risks at the complex. This also relates to product quality risks, which WEIR sees as low for the same reasons. The appearance and disappearance of partings within mined benches is expected and is difficult to accurately map without extensive drilling. March 9, 2023 Page 55 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. However, these partings are of little consequence to the final product, apart from the marginal additional processing costs involved at the preparation plant for non-coal partings removal. A large percentage (approximately 98 percent) of currently planned coal deeds and leases have been secured by Ramaco at the Knox Creek Complex and WEIR finds no high risks associated with these coal deeds and leases. Resources that exist in currently unplanned areas are well situated for potential mining as the total size of the uncontrolled areas are not significant in comparison to the total potential mining areas. Risk is also associated with volatility of coal market prices. Significant variations in operating costs, capital expenditures, productivity, and coal sales prices could impact the economic mineability of the Knox Creek Complex. Unforeseen changes in legislation and new industry developments could alter the performance of Ramaco by impacting coal consumer demand, regulation and taxes, including those aimed at reducing emissions of elements such as mercury, sulfur dioxides, nitrogen oxides, particulate matter or greenhouse gases. The emphasis on reducing emissions, however, is more of a concern for mines producing a thermal coal product, as opposed to the metallurgical coal produced from the Knox Creek Complex. March 9, 2023 Page 56 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 12.0 MINERAL RESERVE ESTIMATES 12.1 KEY ASSUMPTIONS, PARAMETERS, AND METHODS The conversion of resources to reserves at the Knox Creek Complex considers the effects of projected dilution and associated loss of product coal quality, projected coal sales prices, operating costs, regulatory compliance requirements, and mineral control. These factors all determine if the saleable coal product will be economically mineable. The design of executable mine plans that accommodate the planned mining equipment and facilities and provide a safe work environment is also considered. For Ramaco’s underground room and pillar operations, retreat mining will be implemented in most of the existing and planned underground operations within the complex, as permitted. This will result in 50 to 80 percent mining recovery of coal. The Knox Creek Complex mine layouts have several key variables that will largely impact coal recovery. Pillar and panel dimensions are based on minimum, maximum, and optimal equipment operating parameters, as well as geotechnical considerations relative to the safety of the mining operations and mine subsidence predictions. Based on a mine’s historical performance and projected mineral continuity, the mine design is the primary consideration, apart from mineral resource classification, whereupon resources are converted to reserves at the Knox Creek Complex. Based on WEIR’s review and evaluation of the Knox Creek Complex LOM plans, the justification for conversion of resources to reserves was based on specific criteria. In addition to the criteria stated in Section 11.0 for resources, the following criteria were used to estimate reserves for the Knox Creek Complex: ● Reserves were estimated as of December 31, 2022. ● Underground mining recovery of 50 to 80 percent (dependent on whether retreat mining can be performed), surface mining recovery of 90 percent, and highwall mining recovery of 40 percent were assumed. ● A minimum of two inches of out of seam dilution is included in the ROM underground tonnage estimates, except in areas where the total seam thickness is greater than the maximum mining height. March 9, 2023 Page 57 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. ● A highwall mining maximum penetration depth of 800 feet. Areas with less than 400 feet penetration depth potential, as a result of any site-specific boundary limitations, were excluded from reserve classification. ● The point of reference for reserve estimates is post preparation plant processing and recoverable tons were adjusted for a theoretical preparation plant yield based on drillhole and channel sample analyses washed at a 1.50 specific gravity. ● A conservative preparation plant efficiency factor of 95.0 percent was applied to reflect actual performance of the preparation plant, compared to theoretical laboratory results at a 1.50 specific gravity. ● The estimate of reserve tons includes areas that are exclusively within the current Knox Creek Complex LOM plans. 12.2 ESTIMATES OF MINERAL RESERVES The coal reserves that represent the economically viable tonnage controlled by Ramaco at the Knox Creek Complex, based on the coal reserve estimate methodology described, are shown in Table 12.1-3 as follows: Table 12.1-3 Recoverable Coal Reserve Tonnage and Quality Estimate as of December 31, 2022 Area / Mine / Seam Knox Creek Kennedy No. 3 Deep Mine Kennedy 2 Knox Creek Tiller Deep Mine Jawbone 3 Big Creek Surface and Highwall Mine Jawbone 1 Tiller 2-2 and 1-2 Jawbone Deep Mine Jawbone 1 Knox Creek Complex Grand Total Product Quality Area (Acres) Average Coal Thickness (Feet) Clean Recoverable Tons (000) Reserves Probable Total Proven Coal Quality (Dry Basis) Raw Ash (%) Relative Density (Lbs/CF) Hi Vol Hi Vol Mid Vol Mid Vol Mid Vol 336 1,546 1,882 20 175 383 578 2,460 3.23 3.44 3.40 1.27 2.61 3.40 3.09 3.33 720 6,362 7,082 30 318 586 934 8,016 — — — — — 720 6,362 7,082 30 318 586 934 8,016 13.60 16.10 15.85 18.4 19.1 30.6 26.3 17.06 86.48 88.05 87.89 89.50 89.75 97.38 94.53 88.66 Notes: · (FOB Mine) Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency · Mineral Reserves estimated based on predominately mid and high volatile metallurgical coal product at a sales price of $183.50 per ton and cash cost of $98.68 per clean ton · Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding · Mineral Reserves are reported exclusive of Mineral Resources March 9, 2023 Page 58 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 12.3 ESTIMATES OF RESERVE CUT-OFF GRADE The seams within the Knox Creek Complex display consistent quality attributes representative of high-quality metallurgical coal. Current mine plans involve mid to high volatile products. One significant variable regarding cost considerations is OSD which results in additional preparation plant costs to obtain a saleable coal product. Preparation plant throughput is also a consideration. However, preparation plant ROM throughput is not a limitation at the Knox Creek Complex, and the incremental cost of "washing out” the additional OSD as a result of minimum mining heights for equipment clearance does not forgo mining coal seams with thicknesses of 2.0 feet. Mining heights below 2.0 feet result in increased operational difficulty given equipment limitations and capabilities. WEIR did not discover any areas within the complex where washed coal quality parameters for planned mining tonnage was deficient relative to maintaining a high-quality metallurgical grade coal status. The coal on the property is consistently of high-quality. In summary, based on Ramaco’s Knox Creek Complex historical and consistent saleable coal product quality, current coal sales contract specifications, and the projected coal quality that has been modeled, WEIR does not foresee any deviations that would adversely affect future saleable coal product. 12.4 MINERAL RESERVE CLASSIFICATION WEIR prepared the Knox Creek Complex reserve estimates in accordance with Regulation S-K Item 1302(e), which establishes guidance and definitions for mineral reserves to be used in the United States. The SEC Regulation S-K 1300 Definition Standards relative to reserves are as follows: Modifying factors are the factors that a qualified person must apply to indicated and measured mineral resources and then evaluate to establish the economic viability of mineral reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include but are not restricted to: Mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project. March 9, 2023 Page 59 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. A mineral reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. ● Probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource. ● Proven mineral reserve is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. Within the extent of the LOM Plan for the Knox Creek Complex, Measured Resources were converted to Proven Reserves and Indicated Resources were converted to Probable Reserves. 12.5 COAL RESERVE QUALITY AND SALES PRICE Knox Creek Complex coal quality was determined by modeling the drillhole coal quality for the reserve areas. The average dry basis coal quality by seam, for raw coal and washed coal at a 1.50 specific gravity, for the reserves are shown in Table 12.5-1 as follows: Table 12.5-1 Average Reserve Coal Quality Raw Relative Density (Lbs/CF) Ash (%) Calorific Theoretical Ash (%) Sulfur Volatile Matter (%) Value (Btu/lb.) Plant Yield (%) Audibert-Arnu Maximum Dilation (%) Calculated Stability Index Free Reflectance ROMAX (%) Fluidity Swell DDPM Index Coal Quality (Dry Basis) Washed @ 1.50 Specific Gravity 13.6 16.1 15.8 30.6 19.1 26.7 17.1 86.9 88.1 87.9 97.2 89.8 94.7 88.7 5.2 5.0 5.0 7.2 5.3 6.5 5.2 0.83 0.85 0.85 0.62 0.66 0.63 0.82 35.3 32.2 32.5 25.9 28.9 26.9 31.9 14,803 14,732 14,739 14,465 14,780 14,572 14,720 86.9 79.5 80.3 50.8 75.5 59.2 77.8 220 246 243 208 198 205 239 30,024 ND ND 30,017 — 30,018 56.2 49.6 53.9 17,595 26,498 20,626 — 28,923 9.0 8.7 8.7 8.3 8.0 8.2 8.7 ND ND — 1.46 0.94 1.28 — Seam Knox Creek Kennedy 2 Jawbone 3 Average Big Creek Jawbone 1 Tiller 1-2 Average Overall Average ND = No Data The average quality for the reserve tons shows that the Knox Creek Complex ranges from a high quality mid volatile to a high quality high volatile metallurgical coal product, all possessing good coking properties. The range of dry washed volatile matter is between approximately 25.9 and 35.3 percent, with an average of 31.9 percent. The average proximate analyses reflect an overall coal product that is relatively low in ash and sulfur, and high in March 9, 2023 Page 60 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. calorific value. Other quality parameters such as ROMAX, Free Swelling Index, Audibert-Arnu Maximum Dilation, and Gieseler Fluidity indicate high quality metallurgical grade coal products. Ramaco’s forecasted Knox Creek Complex FOB mine coal sales prices are $164.36 per ton in 2023, $172.10 in 2024, $179.69 in 2025 and $186.00 thereafter through 2037. Ramaco’s sales price projections conform to published forward price curves for coal of similar quality to that of the Knox Creek Complex. The sales price is further supported in Section 16.0 of this report. 12.6 RISK AND MODIFYING FACTORS Due to the relatively high continuity of the coal seams within the Knox Creek Complex LOM plans (both in terms of structure and quality), geologic uncertainties do not appear to pose a significant mining risk. The operating mines at Knox Creek Complex have good safety records and maintain diligent regulatory compliance. Workforce census has been and is expected to remain stable. The primary mining equipment is well-maintained, as observed from WEIR’s site visit, and has sufficient capacity to attain projected levels of productivity and production. This further contributes to the Knox Creek Complex being a relatively low risk operation. As previously noted, mineral rights are acceptably secure for all operating and planned mines. Mining recovery is an important aspect in assessing the economic viability of a mine. Based on Ramaco’s historical extraction rates, WEIR does not anticipate significant deviation of product recovery in the future. For deep mines, aerial recovery is based on the pillar size that has been designed for the operation, which is dependent on depth of cover and overlying rock strength and quality. The pillar design is most importantly intended to provide safe operation of the primary coal extraction efforts. Where planned advance and retreat recoveries were not provided by Ramaco, WEIR utilized an average mining recovery of 50 percent for the Knox Creek Complex CMs for first mining and an additional 30 percent mining recovery for areas of retreat mining. This is consistent with industry standards and with actual mining recovery reported and planned by Ramaco. Risk is also associated with the volatility of coal market prices. Significant variations in operating costs, capital expenditures, productivity, and coal sales prices could impact the economic mineability of the Knox Creek Complex. Economic analyses and associated sensitivities are further detailed in Section 19.0. March 9, 2023 Page 61 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 13.0 MINING METHODS The underground mining method at the Knox Creek Complex is room and pillar mining utilizing CMs. Mains and submains are generally developed on 120 feet by 90 feet centers. Panels are generally developed on 70 feet by 70 feet centers, depending on depth of cover and exposed surface structure concerns with potential subsidence. Mine entry widths are approximately 20 feet for all entries. Retreat mining in the panels, where it is permitted, will typically increase overall mining recovery to approximately 80 percent. Due to lack of surface structures within the complex, retreat mining is planned for the majority of the underground mining areas. Although Ramaco has subsidence rights, Ramaco acknowledges the rules and regulations in regard to measures to be taken to mitigate or remedy any material damage or diminution in value that may occur to surface lands, structures, or facilities due to subsidence. No deep mining is proposed within 50 feet of gas wells. The Big Creek Surface and Highwall Mine operations involve a mix of contour mining and area removal methods. To accommodate the subsequent highwall mining, a minimum contour mining bench width of 125 feet projected by WEIR. Concern regarding stripping ratio for Ramaco’s contour operations in this area is secondary in comparison to the access gained to coal seams to be mined by lower cost highwall mining. The area removal method is planned in the southern portion of the mine plan where the economically feasible in-place stripping ratio of approximately 20:1 (BCY per ton) or less occurs. 13.1 GEOTECHNICAL AND HYDROLOGICAL MODELS 13.1.1 Geotechnical Model Ramaco bases its underground mine pillar design on; 1) the general characteristics of the roof, coal, and floor strata in concert with Analysis of Coal Pillar Stability (ACPS) and Analysis of Retreat Mining Pillar Stability (ARMPS) software which are both accepted industry standards, 2) experience in the mining industry, and 3) results from similar or adjacent mines. Underground mining conditions at the Knox Creek Complex are consistent with roof and floor being primarily shales and sandstones, with competent coals seams (See Figure 6.3-1). Pillars for first mining are designed according to minimum unconfined compressive strengths (UCS) of materials such that pillar stability is greater than 2.0. In the currently active and planned underground mines on the Knox Creek Complex, the first mining protection zones are limited to small areas where there are intermittent streams with less than 200 feet of cover. March 9, 2023 Page 62 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Generally speaking, the UCS of shale ranges from 2,000 to 20,000 pounds per square inch (psi) while sandstone ranges from 7,000 to 35,000 psi. The compressive strength of the coal used in the coal pillar stability analysis is 900 psi. This means that there is a safety factor of at least 2.0 above the safety factor in the coal pillar analysis, when using the lowest value for the compressive strength of shale. Due to this large safety factor when using the minimum commonly accepted UCS value for shale, and since the only protection zones are for intermittent streams in areas of less than 200 feet of cover, Ramaco has waivers in its WVDEP and VDE permits for analysis of the engineering properties of soft rock. The subsidence surveys have identified some gas wells and associated gas lines in proposed underground mining areas. The owners of the gas wells have been identified on the Subsidence Survey Map in the associated WVDEP and VDE permits. No mining is proposed within 50 feet of the gas wells. No protection is proposed for the gas lines that lie within the proposed mining areas. Ramaco has roof control plans for all of its permitted underground mines. The plans must be approved by the MSHA before mining can commence. The MSHA routinely performs inspections to ensure that the roof control plans are being properly implemented. For Ramaco’s surface mining operations, standing highwall configurations are not substantial enough to warrant specific geotechnical studies. Maximum cut slopes and safety benches are maintained according to Ramaco’s MSHA-approved Ground Control Plans. For highwall mining operations, hole spacing is based on ACPS analysis and previous results in combination with accepted industry standards. The maximum anticipated recovery within highwall mining areas is less than 50 percent, which should not result in subsidence. No other measures are required to prevent or minimize subsidence or subsidence related damage. Because no subsidence is anticipated from the proposed highwall mining, no plan for monitoring the extent of subsidence is proposed at this time. No water supplies are located above the proposed highwall mining areas. The subsidence surveys have identified some gas wells and associated gas lines in proposed highwall mining areas. The owners of the gas wells have been identified on the Subsidence Survey Map in the WVDEP and VDE permits. No mining is proposed within 50 feet of the gas wells. One gas well will be replaced on the property at the well owner’s expense. No protection is proposed for the gas lines that lie within the proposed highwall mining areas. March 9, 2023 Page 63 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. In summary, no specific detailed geotechnical models or data sets have thus far been created for Ramaco’s existing or planned mining operations at the Knox Creek Complex. WEIR notes that to date, Ramaco has not experienced any significant stability problems at its Knox Creek Complex mines. Based on WEIR’s experience in the coal industry, and Ramaco’s successful operating history, both in regard to geotechnical considerations, Ramaco is operating its mines in accordance with industry acceptable geotechnical evaluation and standards. 13.1.2 Hydrogeological Model The Knox Creek Complex is regionally within the Virginia Big Sandy River Basin and Upper Guyandotte River watershed of West Virginia. The Clinch River, to the south of the complex, is the primary hydrological feature in the local area and is a tributary of the Tennessee River. The major hydrogeological unit in the area is the Lower Pennsylvanian. Recharge rates for aquifers in this area are relatively low at approximately 12 inches per year. Transmissivity data for the Norton Formation in the region shows relatively high rates of 100 to 2000 square feet per day (Aquifer-Characteristics Data for West Virginia, Water-Resources Investigations Report 01-4036, USGS/West Virginia Bureau for Public Health, 2001). These data both suggest unconfined aquifers, and this generally supports the hydrology sections of permits for the Ramaco mines on the complex. A 1993 study conducted by the USGS in cooperation with the VDE in the immediate vicinity further supports this and suggests that the primary aquifers with significant horizontal flow in the area are due to relatively shallow fracture flow systems. Coal seams also act in horizontal flow systems typically resulting in discharge as springs or seeps on hill slopes, or recharge of coal seams at depth. The study found that as depth increases beyond 100 feet, hydraulic conductivity significantly decreases for strata other than coal. This results in little deep regional ground-water flow. Due to the rural nature of the area, there are several cooperative and private water wells on and adjacent to the Knox Creek Complex. There are also structures that utilize the Public Service District water services, and those that utilize both. This ground water inventory information has been summarized by Ramaco in its permit applications. The operating and planned Ramaco mines will be constructed above drainage and above all domestic surface and groundwater sources. Due to above-drainage construction and low aquifer recharge rates in the area, the Ramaco mines are relatively dry with little concern for March 9, 2023 Page 64 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. water infiltration. Fracturing and weathering are invariably present in varying degrees in shallow rocks throughout the property. Fracturing affects the hydrologic regime by controlling subsurface water flow (and thus weathering) due to the very low permeability of un-fractured strata. Infiltration due to this fracturing is sometimes encountered but is insignificant to mine operations. Surface Water Runoff Analyses are included in permit submittals and indicate that stream flows will not increase during or after mining, therefore there will be no increased potential for flooding or channel scouring. In general, diminution, or interruption of any water supply, as a result of the Ramaco mines, is not anticipated. Groundwater inventories, water quality data, water balance, recharge and seepage rates have been reviewed in the approved permits and current permit revisions, including hydrologic impact assessments outlining risks, monitoring program detail, and mitigation obligations. Ramaco’s approach to obtaining and managing its surface and groundwater data for the Knox Creek Complex has been demonstrated to be adequate and aligned with regulatory requirements and standard industry practices. WEIR finds no material barriers to the continued success of the Knox Creek Complex regarding hydrologic impact or compliance. 13.1.3 Other Mine Design and Planning Parameters Mine ventilation is a primary design concern for underground mines. WEIR has reviewed Ramaco’s designs and planning for this aspect of its mining operations and has found no significant problems concerning adequacy of ventilation fans or fan locations. Proximity to previously underground mined areas above or below the operating or planned underground mine is an important consideration at the Knox Creek Complex, since there are many areas that have been previously mined in many coal seams. WEIR reviewed Ramaco’s mines in proximity to previous mine workings and associated fracture depths and cones used by Ramaco and found no concerns for its existing or planned operations. Underground mine surface facilities and surface mining sites require drainage designs to control surface water runoff. WEIR has reviewed Ramaco’s designs, which have been approved in its WVDEP, VDEP, and NPDES permits, and found the designs to be adequate and consistent with industry standards. March 9, 2023 Page 65 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 13.2 PRODUCTION, MINE LIFE, DIMENSIONS, DILUTION, AND RECOVERY 13.2.1 Production Rates Big Creek Surface and Highwall Mine The mine employs both contour mining and area removal mining methods. Highwall mining follows behind contour mining. The stripping ratio averages approximately 20:1 BCY/ton, excluding highwall miner contour mining areas. The highwall miner has the ability to penetrate approximately 800 feet into targeted coal seams that are, on average, at least two feet in thickness. Highwall mining in an area is avoided if the holes cannot average more than 400 feet in penetration, as a result of boundary restrictions or seam thickness shortcomings. This relatively new Ramaco mine is a multiple seam operation involving the Jawbone and Tiller seams. The Tiller Seam is the only seam that is highwall mined. Ramaco started operations here in early 2021 and currently employs a total of 32 people as of year-end 2022. Big Creek Jawbone 1 Deep Mine The mine utilizes one CM unit (single section) which is in the Jawbone 1 Seam. Coal production started in mid-2022. Seam thickness is consistent at approximately 3.4 feet. The Tiller Seam has been previously undermined in this area and Ramaco has adjusted the mine plan accordingly considering total planned extraction and panel design extents. Retreat mining is planned for all panels at approximately an 80 percent total extraction rate. Approximately 54 people will be involved in the mine’s normal operations. The CM unit’s productivity is projected to be 180 feet per shift. Knox Creek Property Planned Mines Knox Creek planned mines that will start/re-start production in the future include: ● Knox Creek Tiller Deep Mine (Jawbone 3 Seam, currently inactive, currently targeted for 2024 startup). This is a dual section CM mine with projected productivity at 160 feet per unit shift and employing approximately 98 people for normal operations. ● Kennedy No. 3 Deep Mine (Kennedy 2 Seam, currently targeted for 2024 startup). This is a single section CM mine with projected productivity at 150 feet per shift and employing 54 people for normal mine operations. Actual clean coal production attained by the Knox Creek Complex for 2018 through 2022 is shown in Table 13.3.1-1 as follows: March 9, 2023 Page 66 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Table 13.2.1-1 Knox Creek Complex Historical Clean Production Mine Big Creek Jawbone 1 Deep Mine Big Creek Surface and Highwall Mine Knox Creek Tiller Deep Mine Knox Creek Complex Total (1) 2022 - Eleven Months Actual, One Month Forecast 2018 — — — — Clean Tons Produced (000) 2020 2019 2021 2022 (1) — — 1,479 1,479 — — — — — 45,332 — 45,332 63,852 170,858 — 234,710 Actual and projected ROM and clean coal production, and preparation plant yield for the Big Creek Surface and Highwall Mine, and each of the underground mines for the Knox Creek Complex LOM Plan are shown in Table 13.2.1-2 as follows: Table 13.2.1-2 Knox Creek Complex LOM Plan Projected ROM and Clean Production, and Preparation Plant Yield 2022 (1) 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 Total ROM Tons (000) Big Creek Jawbone 1 Deep Mine Kennedy No. 3 Deep Mine Knox Creek Tiller Deep Mine Big Creek Surface and Highwall Mine Total Clean Tons (000) Big Creek Jawbone 1 Deep Mine Kennedy No. 3 Deep Mine Knox Creek Tiller Deep Mine Big Creek Surface and Highwall Mine Total Preparation Plant Yield (%) Big Creek Jawbone 1 Deep Mine Kennedy No. 3 Deep Mine Knox Creek Tiller Deep Mine Big Creek Surface and Highwall Mine Average (1) 2022 - Eleven Months Actual, One Month Forecast 173 — — 428 601 64 — — 171 235 37.0 — — 39.9 39.1 492 — — 251 743 151 — — 148 298 392 — 672 210 1,273 159 — 269 137 565 397 268 1,195 98 1,957 142 120 547 63 872 40.6 30.6 — — 40.1 65.2 44.4 35.7 — 44.9 45.8 65.0 44.6 58.8 40.2 359 342 1,200 — 1,901 — 393 1,158 — 1,551 — 304 1,175 — 1,479 — 199 1,243 — 1,442 — — 1,180 — 1,180 — — 1,194 — 1,194 — — 1,195 — 1,195 — — 1,204 — 1,204 135 175 544 — 853 37.6 51.1 45.3 — 44.9 — 189 599 — 787 — 47.9 51.7 — 50.7 — 140 597 — 737 — 46.0 50.8 — 49.8 — 97 583 — 679 — 48.6 46.9 — 47.1 — — 513 — 513 — — 43.5 — 43.5 — — 560 — 560 — — 46.9 — 46.9 — — 563 — 563 — — 47.1 — 47.1 — — 550 — 550 — — 45.6 — 45.6 — — 788 — 788 — — 339 — 339 — — 43.0 — 43.0 — — 580 — 580 — — 279 — 279 — — 48.0 — 48.0 — — 635 — 635 — — 286 — 286 — — 45.1 — 45.1 — — 328 — 328 — — 134 — 134 — — 40.8 — 40.8 1,812 1,506 13,748 987 18,052 650 720 6,362 519 8,250 35.9 47.8 46.3 52.6 45.7 13.2.2 Expected Mine Life Individual mines at the Knox Creek Complex have expected mine lives varying from about four years to 15 years. Because the mines are being staged in development, estimation of an expected life of mine for the complex is not appropriate, since there are fairly vast resources available to be mined as reported in Section 11.0. As mining at the complex progresses, future mines will be planned and scheduled as necessary to meet internal Ramaco goals as they align March 9, 2023 Page 67 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. with market conditions. WEIR and Ramaco both acknowledge that this reporting methodology may result in the need for future updates to this TRS. 13.2.3 Mine Design Dimensions The projected mining through 2037 for the various mine plans are shown on Figures 13.5-1 through 13.5-4. Mine design criteria utilized for these mine plans are as follows: ● Gas Wells Ø State Permit required to mine within 500 feet of a well Ø MSHA Permit required to mine within 150 feet of a well Ø Active Well barrier - tangent of 15 degrees x depth of cover or 50 feet, whichever is greater Ø Inactive Well barrier - tangent of 5 degrees x depth of cover or 50 feet, whichever is greater Ø Plugged Wells - mine-through is allowed with acquisition of proper State and MSHA Permits ● Pillar Size Ø ARPMS stability factor of 2.0 or greater for mining under protected areas, which is primarily intermittent streams with less than 200 feet of cover. This is true throughout the complex. Ø ARMPS stability factor of 1.5 or greater for all other room and pillar development. ● Depth of Cover Ø Ramaco implements a 100 feet minimum depth of cover for all of their underground mines ● Areas without Subsidence Rights Ø ARMPS stability factor of 2.0 or greater will be maintained during first mining. Ø Retreat mining will come no closer than a tangent of 30 degrees times depth of cover to the property boundary. ● Coal Thickness Ø Mining is not planned in areas of coal seams less than 2.0 feet in thickness. Ø CM units are assumed to mine the entire seam thickness (averaging approximately 3.0 feet, and ranging from 2.0 to 10.0 feet). March 9, 2023 Page 68 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 13.2.4 Mining Dilution OSD on CM units for Ramaco’s Knox Creek Complex typically consists of a total of two to three inches of waste from the roof and/or floor. Some areas may require mining more OSD to accommodate mine facilities such as ventilation or conveyors. OSD is not included in the reserve or resource estimates since all underground ROM coal is processed at the preparation plant, which effectively eliminates OSD from the saleable coal product. 13.2.5 Mining Recovery Mining recovery when utilizing CM mining is based on the pillar design, which is in turn based on depth of cover. Mining recovery varies based on whether the panel is a main or sub-main entries, or a production panel due to the longevity requirements for the mine entries. Mining recovery for first mining at the complex is usually approximately 50 percent, based on pillar design. In the areas where retreat mining is conducted, an additional 30 percent mining recovery is usually attainable. The CMs have the cutting height capacity to recover the entire seam thickness in the planned mining areas. For surface mining, a recovery of 90 percent was projected. The hole spacing for highwall mining results in a mining recovery of approximately 40 percent. 13.3 DEVELOPMENT AND RECLAMATION REQUIREMENTS 13.3.1 Underground Development Requirements The Knox Creek Complex currently has one active underground mine and an active surface mine. As underground mines progress, and as with similar mining operations, continuous development is required for extensions of belt conveyors, mine power, pipelines, track, and ventilation facilities. Future ventilation punchouts, or bleeder holes, are anticipated for areas where retreat mining is executed, applicable at most deep mines within the complex. Each bleeder hole installation will be completed just prior to starting panel development. Minor development such as drilling holes for rock dust and electrical distribution from the surface may be required at some of the mines, where existing underground mine development is extensive. March 9, 2023 Page 69 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 13.3.2 Reclamation (Backfilling) Requirements The construction of underground mines requires the removal of material to create an adequate working surface for the underground mine face- up, haul roads, mine surface facilities, and access roads. Upon mine closure, selected areas will be reclaimed to near Approximate Original Contour (AOC). Other areas will be left in-place as per the approved alternate post-mining land use requirements. Regrading and backfilling activities will commence within 180 days after the mining operations are complete. As part of Ramaco’s surface mine plans, the contour mining method will require backfilling as mining progresses. Material from the current contour cuts will be used to re-slope previously contour-mined areas to AOC. To the extent possible, Ramaco avoids the use of valley fills during surface mining operations in preference to backfilling of previously contour mined working areas. WEIR has reviewed Ramaco’s 1/11/23 Asset Retirement Obligations (ARO) summary for the period ending 12/31/22. Backfilling obligations appear to be properly accounted for at Ramaco’s mines. Based on Ramaco’s permit filings with the WVDEP and VDE, bonding requirements are also current and at satisfactory levels at the Knox Creek Complex (see Section 17.3 and 17.5 for additional details on bonding and mine closure planning). 13.4 MINING EQUIPMENT AND PERSONNEL 13.4.1 Mining Equipment The Knox Creek Complex is currently utilizing the following industry standard mining equipment on the CM sections, as shown in Table 13.4- 1. Table 13.4.1-1 Standard/Typical Continuous Miner Section Equipment Units 2 3 2 2 1 2 Continuous Miner Supersection Equipment - Joy 1415 Continuous Miners - Narco 10SC32 Shuttle Cars - Fletcher CHDDR15 Roof Bolters - Fairchild 35C Battery Scoops - Feeder Breaker - Mantrips Table 13.4.1-2 shows the total underground equipment fleet expected at the Knox Creek Complex over the next 10 years. In some cases, mines that commence later in the LOM Plan March 9, 2023 Page 70 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. will utilize equipment currently being used at other mines at the Knox Creek Complex to avoid additional capital expenditures. Table 13.4.1-2 Knox Creek Complex Primary Underground Equipment Fleet Mine Supersections Big Creek Jawbone Deep Mine Kennedy No. 3 Deep Mine Knox Creek Tiller Deep Mine Total 1 1 2 4 Continuous Miners 2 2 4 8 Shuttle Cars 3 3 6 12 Roof Bolters 2 2 4 8 Battery Scoops 2 2 4 8 Feeder Breakers 1 1 2 4 Mantrips 2 2 4 8 Service Locomotive 1 1 2 4 Current equipment at the Big Creek Surface and Highwall Mine is shown in Table 13.4.1-3. There will be one highwall miner at the Big Creek Surface and Highwall Mine. The equipment for the highwall mining operations will be owned, operated, and maintained by Ramaco. Table 13.4.1-3 Surface Mining Equipment Surface Mining Equipment Caterpillar 992G Front End Loader (15 Cu. Yard) Caterpillar 988H Front End Loader (10 Cu. Yard) Caterpillar 980H Front End Loader (8 Cu. Yard) John Deere 724K Front End Loader (4.5 Cu. Yard) Caterpillar 777 Overburden End Dump Haul Trucks (100-Ton) Caterpillar D10T Track Dozer Caterpillar D9T Track Dozer Superior Highwall Miner #55 Caterpillar 16H Road Grader Atlas-Copco DM 50 Overburden Drill Caterpillar 773B 20,000 Gallon Water Truck Komatsu PC360LC Excavator (Utility 2.5 Cu. Yard) John Deere 250G Excavator (Utility 1.5 Cu. Yard) Service Trucks (International 4300-4400 series) Ford F250 Pickup Trucks Units 1 1 1 1 3 1 1 1 1 1 1 1 1 4 5 No changes are planned in the type of mining equipment used throughout the Knox Creek Complex LOM Plan. Based on WEIR’s experience in the industry and on Ramaco’s historical performance, WEIR believes that Ramaco can meet planned production requirements with the mining equipment described in this section using prudent operating methods and operating schedules. 13.4.2 Staffing The current Knox Creek Complex staffing is summarized in Table 13.4.2-1 as follows: March 9, 2023 Page 71 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Big Creek Surface and Highwall Mine Big Creek Jawbone Deep Mine Knox Creek Tiller No. 1 Deep Mine Kennedy No. 3 Deep Mine Knox Creek Preparation Plant Environmental Administration Table 13.4.2-1 Current Staffing Total 36 40 — — 19 6 6 107 Note: Staffing as of December 2022 Each operating mine at the Knox Creek Complex is scheduled to produce coal on two production shifts each day, the A Shift and the B Shift. Underground mine crews on the night idle shift provide support services including production unit moves, off-shift maintenance and other support functions as required. In addition, general underground support crews work each shift performing routine supply, belt maintenance and outby support functions. Hourly personnel are not affiliated by any union, with no anticipated changes to this in the near term. The preparation plant is staffed with two crews to process ROM coal 20 hours per day over two, 10-hour shifts, five days per week with no holidays. The actual and projected staffing for the LOM Plan is shown in Table 13.4.2-2 as follows: Table 13.4.2-2 LOM Plan Staffing Current(1) 2023 2024 2025 2026 2027 - 2037 Big Creek Surface Mine 36 32 32 32 29 — Big Creek Jawbone 1 Deep Mine 40 54 54 54 54 — (1) As of December 31, 2022. Knox Creek Tiller Deep Mine — — 98 98 98 98 Kennedy No. 3 Deep Mine — — 54 54 54 54 Knox Creek Preparation Plant 19 19 23 23 23 23 Environmental 6 6 6 6 6 6 Admin Total 107 117 275 275 272 189 6 6 8 8 8 8 After 2023, staffing levels are expected to increase in 2024 with the startup of the Kennedy No. 3 and Knox Creek Tiller Mines. March 9, 2023 Page 72 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Most of Ramaco’s employees live nearby in McDowell County, West Virginia, and Buchanan, Tazewell, and Russell Counties, Virginia. Ramaco has had no major issues hiring qualified candidates for open positions and relies considerably on employee referrals. Based on industry experience and Ramaco’s historical performance, WEIR believes that the staffing levels are adequate to meet Ramaco’s planned production. Mine Safety An industry standard for safety performance is the Non-Fatal Days Lost (NFDL) Incidence Rate, which is determined by the number of lost time injuries multiplied by 200,000 divided by the manhours worked. The Knox Creek Complex mines (excluding the preparation plant) manhours worked, NFDL injuries, and NFDL Incidence Rate reported to the MSHA for 2018 through 2022, compared to the national average NFDL Incidence Rate for United States surface and underground coal mines are shown in Table 13.4.2-3 for each of the active mines. Table 13.4.2-3 Knox Creek Complex Manhours Worked, NFDL Injuries and NFDL Incidence Rate Manhours Worked NFDL Injuries Employee Contractor Big Creek Jawbone Deep Mine (Mine No. 1) Incidence Rate Mine Total National Average 51,283 — — — — — 1,400 5,493 14,583 — 87,321 34,656 — — 39,778 1 — — — — — — — — — Knox Creek Tiller No. 1 Deep Mine — — — — — Big Creek Surface Mine — — — — — — — — — — — — — — — 3.90 — — — — — — — — — — — — — — 3.46 3.60 3.21 3.06 3.18 3.46 3.60 3.21 3.06 3.18 0.65 0.64 0.79 0.81 0.80 2022 2021 2020 2019 2018 2022 2021 2020 2019 2018 2022 2021 2020 2019 2018 March 9, 2023 Page 73 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. The Knox Creek Complex NFDL Incidence Rates are perfect and are significantly lower than the national average, except for the Big Creek Jawbone Deep Mine that incurred one lost time injury in 2022 with low manhours during the initial mine startup. The Knox Creek Preparation Plant manhours worked, NFDL injuries, and NFDL Incidence Rate reported to the MSHA for 2018 through 2022, compared to the national average NFDL Incidence Rate for United States preparation plants are shown in Table 13.4.2-4 as follows: Table 13.4.2-4 Plant Manhours Worked, NFDL Injuries and NFDL Incidence Rate 2022 2021 2020 2019 2018 Manhours Worked NFDL Injuries Knox Creek Contractor Knox Creek Plant National Average 56,158 39,933 32,996 19,480 20,345 — — — — — — — — — — — — — — — 0.85 1.00 1.83 2.08 1.84 NFDL Incidence Rate The Knox Creek Preparation Plant historical NFDL Incidence Rates are perfect and are significantly lower than the national average. 13.5 LIFE OF MINE PLAN MAP The projected mining areas for the Knox Creek Complex LOM Plans are shown on Figures 13.5-1 through 13.5-4. March 9, 2023 Page 74 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 13.5-1 Life of Mine Plan, Big Creek Surface and Highwall Mine March 9, 2023 Page 75 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 13.5-2 Life of Mine Plan, Big Creek Jawbone 1 Deep Mine March 9, 2023 Page 76 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 13.5-3 Life of Mine Plan, Knox Creek Tiller Deep Mine March 9, 2023 Page 77 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 13.5-4 Life of Mine Plan, Knox Creek Kennedy No. 3 Deep Mine March 9, 2023 Page 78 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 14.0 PROCESSING AND RECOVERY METHODS 14.1 PLANT PROCESS AND FLOWSHEET Presently coal requiring processing within the Knox Creek Complex is processed at the Knox Creek Preparation Plant. The processing circuits include a heavy media cyclone, classifying cyclones, spirals, and conventional self-aspirating flotation cells. A simplified flowsheet for the Knox Creek Preparation Plant is shown on Figure 14.1-1. Figure 14.1-1 Simplified Preparation Plant Flowsheet March 9, 2023 Page 79 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 14.2 PLANT PROCESSING DESIGN, EQUIPMENT CHARACTERISTICS AND SPECIFICATIONS The Knox Creek Preparation Plant, built in 1981 by Powell Construction Company located in Johnson City, Tennessee, is a well designed and constructed preparation plant. The preparation plant has a design capacity of 750 ROM tons per hour. Based on the Knox Creek Complex LOM Plan average projected preparation plant yield of 45 percent, a 20 hour per day, 260 days per year processing schedule, and 96 percent plant mechanical availability, the preparation plant has a capacity of approximately 1.8 million clean tons per year, with its existing circuitry. The plant is currently being significantly upgraded to increase capacity and efficiency. These upgrades are scheduled to be completed in 2023. ROM coal from the mines within the Knox Creek Complex is transported by over the highway end-dump trucks to the Knox Creek Preparation Plant and dumped into either a 100,000 ton ROM ground storage stockpile or into one of seven ROM hoppers. The ROM coal is reclaimed with feeders from either the stockpile or the truck dump bins and enters a nine-feet x 16-feet Pennsylvania rotary breaker at 750 ROM tons per hour. From the rotary breaker, a 36-inch-wide conveyor feeds ROM coal to the preparation plant. The plant feed ROM coal material is screened at +3 inch, 3/4 inch x 5/16 inch and 5/16 inch x 0. The 3 inch x 5/16 inch ROM coal is processed in a heavy media vessel. The 5/16 inch x 0 material is screened at ½ mm with 5/16 inch x 28 mesh material processed in heavy media cyclones and the 28 mesh x 0 material reporting to raw coal cyclones. From the raw coal cyclones, 28 mesh x 100 mesh material is processed in triple-start spirals. The ultrafine 100 mesh x 0 material is cleaned by way of two banks of 5-300 cubic feet conventional flotation cells. Clean coal can be stored in either of two clean coal stockpiles, each with a capacity of 40,000 tons. Clean coal is reclaimed from these piles and belted to the rail loadout at a rate of approximately 2,500 tons per hour and it can load 46-car trains. The load-out facility is served by the NS Railroad. The loadout belt is equipped with a J.B. Long two stage sweep sampler. The rail loadout facility has a capacity of 2,500 tons per hour. Knox Creek disposes of refuse in the adjacent Jamison Creek Refuse Disposal Area, which is an impoundment and coarse refuse disposal area. Coarse refuse is transported to the disposal area by conveyor belt with fine refuse pumped as slurry to the impoundment. Current permitted life for this facility is approximately six years at an annual refuse production rate of 1.48 March 9, 2023 Page 80 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. million tons/year (combined fine and course refuse). A permit package is currently being prepared, which will add an additional 11.8 years of capacity at the same production rate. The preparation plant is scheduled to operate two, 10-hour shifts per day, five days per week, depending on the quantity of ROM coal to process. According to Ramaco records, the Knox Creek Preparation Plant averaged 96 percent mechanical availability in 2021. The Knox Creek Preparation Plant and coal handling facilities consist of the following equipment shown in Table 14.2-1: Table 14.2-1 Major Preparation Plant and Material Handling Equipment 2 7 1 2 2 1 11 1 1 1 1 3 1 2 2 1 1 1 1 1 4 4 - - - - - - - - - - - - - - - - - - - - - - ROM Coal Handling System Truck Scales Truck Dumps, 3 - 500 Ton and 4 - 250 Ton Capacity Truck Dump Reclaim Conveyor, 48-Inch x 665-Feet Stacking Tubes, 70-Feet ROM Coal Stockpiles, 110,000 Ton Total Capacity Reclaim Tunnel, 331-Feet ROM Coal Reclaim Feeders (Truck Dumps and Stockpile) ROM Coal Stockpile Reclaim Conveyor, 48-Inch x 590-Feet Tramp Iron Magnet ROM Breaker Feed Conveyor, 48-Inch x 400-Feet Pennsylvania Rotary Breaker, 9-Feet x 16-Feet Belt Scales Plant Feed Conveyor, 36-Inch x 648-Feet Preparation Plant - 750 ROM TPH ROM Coal Double Deck Screens, 7-Feet x 16-Feet Pre-wet Screens, 7-Feet x 12-Feet Peters Heavy Media Vessel, 56-Inch x 9-Feet Coarse Clean Coal Double Deck Screen, 6-Feet x 16-Feet Refuse Double Deck Drain and Rinse Screen, 6-Feet x 16-Feet McLanahan Crusher Coarse Clean Coal Centrifuge, VC-48 Desliming Screens, 8-Feet x 16-Feet Heavy Media Cyclones, 20-Inch Diameter March 9, 2023 Page 81 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 4 4 2 8 2 5 1 2 10 5 1 1 1 2 2 1 1 1 1 1 1 1 1 1 7 - - - - - - - - - - - - - - - - - - - - - - - - - Preparation Plant - 750 ROM TPH Small Clean Coal Single Deck Screens, 8-Feet x 16-Feet Small Clean Coal Centrifuge, EB-36 Small Refuse Single Deck Screens, 6-Feet x 16-Feet Triple Start Spirals Clean Coal Classifying Cyclones, 15-Inch Diameter Raw Coal Classifying Cyclones, 15-Inch Diameter Refuse Classifying Cyclone Refuse High Frequency Screens, 6-Feet x 12-Feet Flotation Cells, 300 Cubic Feet Screen Bowl Centrifuges, 36-Inch x 72-Inch High Rate Thickener, 90-Feet Diameter Clean Coal Handling System No. 1 Clean Coal Stacker Conveyor, 42-Inch x 642-Feet No. 2 Clean Coal Stacker Conveyor, 42-Inch x 642-Feet Stacking Tubes, 91-Feet Clean Coal Stockpiles, 70,000 Ton Total Capacity Belt Sweep Clean Coal Sampler Reclaim Tunnel, 50-Feet Loadout Conveyor, 54-Inch x 1,254-Feet Belt Scale 100-Ton Railroad Car Loadout Refuse Handling System Belt Sweep Refuse Sampler Refuse Conveyor, 36-Inch x 615-Feet Belt Scale Refuse Bin, 100-Ton Refuse Conveyors, 42-Inch x 10,269-Feet (Total) 14.3 ENERGY, WATER, PROCESS MATERIALS, AND PERSONNEL REQUIREMENTS Power is supplied to the plant by AEP. Power is received at a primary voltage of 69,000 volts and fed through a 10,000 KVA substation where voltage is reduced to 12,470 volts. Voltage is further reduced inside the preparation plant, to 480 volts by a 1,000 KVA transformer bank. Make up water is supplied to the plant from a 100,000 gallon storage tank located above the plant. Water is pumped into the storage tank from an idled underground mine. This underground area has a storage capacity of approximately 8.5 million gallons. Water can also be supplied to the storage tank from ponds located at the toe of the refuse area. Water is March 9, 2023 Page 82 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. supplied to these ponds by the refuse underdrain, clear water diversion ditches and runoff from the refuse area itself. Make up water requirements are approximately 500 gallons per minute. Magnetite consumption is approximately 0.9 pounds per ROM ton processed. The preparation plant chemicals utilized cost approximately $0.20 per ROM ton processed (excluding magnetite). Personnel requirements to operate the processing shifts at the preparation plant currently are 15 employees per shift on day shift and eight employees on night shift. The LOM Plan projects a total of 23 employees. March 9, 2023 Page 83 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 15.0 INFRASTRUCTURE 15.1 ROADS The primary access road to the properties is US Route 460, a four-lane highway, located to the south of the Knox Creek and Big Creek Properties. From US Route 460, Virginia Route 637 and connecting West Virginia Routes 9 and 11 can be used to access the Knox Creek Property to the North. Similarly, the Big Creek Property can be accessed from US Route 460 to the north using Virginia Route 67. Other highways and county roads traverse these two properties. US Route 460 turns to the north after running south of Big Creek and continues through the middle of the original Knox Creek Property and passes just to the east of the Knox Creek Preparation Plant and its associated Jamison Creek Refuse Disposal Area. 15.2 RAIL The NS Railroad passes through and has a rail spur to the Knox Creek Preparation Plant. The NS Railroad provides rail service in the area extending from Amonate, Virginia northward through Berwind, West Virginia and from Swords Creek, Virginia eastward through Richlands, Virginia, south of the Knox Creek Property (see Figure 1.1-1). 15.3 POWER Electrical power is supplied to the Knox Creek Complex by AEP. Electrical power is received at the preparation plant at a primary voltage of 69,000 volts and fed through a 10,000 KVA substation where voltage is reduced to 12,470 volts. Voltage is further reduced inside the preparation plant to 480 volts, by a 1,000 KVA transformer bank. Electrical power is also supplied to mines from the substation. 15.4 WATER Water for mining and coal processing operations is provided by a combination of extraction from abandoned underground mine pools and from settling ponds located on the surface. Mine pool recharge rates are higher than Ramaco water usages. March 9, 2023 Page 84 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Individual mine sites use purchased potable water. Potable water at the preparation plant is supplied by a local municipality water connection. 15.5 PIPELINES There are some oil and gas collection lines that service gas wells within the Knox Creek Complex. Any construction and earth moving activities in proximity to these lines will require coordination with the oil or gas line owner. 15.6 PORT FACILITIES, DAMS, AND REFUSE DISPOSAL Port Facilities The surrounding waterways are not navigable for commercial traffic. The closest barge docking area is approximately 70 miles to the north on the Kanawha River, south of Charleston, West Virginia. Export coal from the Knox Creek Complex is railed, via the NS Railroad, to the Pier 6 Terminal, owned and operated by Norfolk Southern Corporation, located at Lamberts Point in Norfolk, Virginia. Dams and Refuse Disposal There are no structures that are existing or planned to be constructed in such a size or manner that will be subject to the West Virginia Dam Control Act, the Virginia Dam Safety Act, and/or MSHA regulations. Refer to Section 17.2 for details on coal refuse disposal for the complex. 15.7 MAP OF INFRASTRUCTURE Mine facilities are generally kept to a minimum. At the mine portal locations, there is typically a small bath house and office with a parking lot, and a parts trailer. There are no significant facilities at the Big Creek Surface and Highwall Mine. The Knox Creek Complex infrastructure is shown on Figure 15.7-1. March 9, 2023 Page 85 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 15.7-1 Infrastructure Map March 9, 2023 Page 86 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 16.0 MARKET STUDIES 16.1 MARKETS The Knox Creek Complex produces saleable mid volatile and high volatile metallurgical coal. The market for metallurgical coal from the Knox Creek Complex consists of both domestic metallurgical coal consumers and exports into the global seaborne metallurgical coal market. The US Energy Information Administration (EIA) compiles average historical price data for metallurgical coal delivered to domestic coke plants and metallurgical coal delivered to tidewater terminals for export. Note that the EIA data includes all classifications of metallurgical coal (high, mid and low volatile) as well as both spot and contract sales prices. Historical prices for metallurgical coal, as reported by the EIA, are shown on Figure 16.1-1 as follows: Figure 16.1-1 Metallurgical Coal Sales Prices Source: EIA Quarterly Coal Report Between 2016 and third quarter 2022, export prices (FOB port) and domestic coke plant prices (delivered cost) have averaged $145.35 and $132.40 per ton, respectively. March 9, 2023 Page 87 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. A small amount of thermal coal product is sold from the Knox Creek Complex which is produced from oxidized coal recovered from Ramaco’s surface mining operations. Most of this oxidized coal is sold raw while on occasion it is processed at the Knox Creek Preparation Plant. This coal is sold on thermal spot markets, based on product availability. All thermal coal sales from the Knox Creek Complex are projected to end in 2024. 16.2 MATERIAL CONTRACTS On October 28, 2021, Ramaco announced completion of 2022 sales negotiations with its North American steel customers. Ramaco (across all of its mining operations) is contracted to sell 1.67 million tons of both low-volatile and high-volatile metallurgical coal at an overall average price of roughly $196.00 per ton FOB mine. Coal sales from the Knox Creek Complex represent approximately 10 percent of Ramaco’s 2023 projected coal sales tonnage, with metallurgical coal exports representing nearly 90 percent of Ramaco’s 2023 projected coal sales. Ramaco has a contract with NS for rail coal haulage from the Knox Creek Complex that is renewed annually. 16.3 PRICE FORECAST For purposes of this report, WEIR utilized price forecasts which Ramaco prepared for its Knox Creek Complex coal sales. Ramaco based its Knox Creek Complex FOB mine pricing on available FOB Port index forward pricing and Ramaco’s estimated adjustments for Knox Creek coal quality, freight expense, and loading expense. Ramaco’s price forecasts and adjustments reflect its experience in selling and transporting Knox Creek Complex saleable coal since 2019. Ramaco’s historical (2022) and forecast (2023 through 2037) FOB mine coal sales price for the Knox Creek Complex is shown on Figure 16.1-2. March 9, 2023 Page 88 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 16.1-2 Historical and Forecast Coal Sales Prices Ramaco’s forecasted Knox Creek Complex FOB mine coal sales prices are $164.36 per ton in 2023, $172.10 in 2024, $179.69 in 2025 and $186.00 thereafter through 2037. March 9, 2023 Page 89 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 17.0 ENVIRONMENTAL STUDIES, PERMITTING, AND LOCAL INDIVIDUALS OR GROUPS AGREEMENTS 17.1 ENVIRONMENTAL STUDIES As part of the permitting process required by the WVDEP and VDE, numerous baseline studies or impact assessments were undertaken by Ramaco. These baseline studies or impact assessments included in the permit are summarized as follows, with pertinent text from the permit replicated below: ● Groundwater Inventory and Baseline Quality ● Surface Water Baseline Quality and Quantity ● Surface Water Runoff Analysis ● Probable Hydrologic Consequences Groundwater Inventory and Baseline Quality Ramaco conducted surveys to inventory water use and to determine the extent and purpose of ground water usage in the areas that could be affected by existing and planned mines within ½ mile of proposed mining limits for each permitted mine site. Field teams made door-to-door visits to these potentially affected residents to gather information by way of completing questionnaire forms regarding water supply source(s), extent of reliance, purpose of reliance (domestic, agricultural, etc.), depth of well(s), character of springs, and other data. The teams measured water level depths in wells where possible and agreeable by owners and obtained surveyed locations accordingly. The detailed results of the surveys are included in each site’s WVDEP and VDE permit application. Surface Water Baseline Quality, Quantity, and Runoff Analysis Baseline surface water monitoring for flow and quality parameters was conducted at strategic, WVDEP and VDE approved locations, as applicable, over a period of six months for each of the permit areas. During mining and through the final release of the permit, the stations selected for each site are monitored in accordance with the approved surface water monitoring plans submitted in the site’s permits. Data collected during this period will be compared with the pre-mining baseline data to determine if and how the proposed operation is affecting the surface water systems. If necessary, remedial measures can be taken to assure the protection of the surface water systems. March 9, 2023 Page 90 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Based on samples from adjacent mining and the baseline surface water sampling there should be no acid or toxic mine drainage. However, Ramaco proposes that all coal wastes will be treated as potentially toxic material and handled accordingly using encapsulation cells that are discussed below. Surface water runoff analyses were performed over the watershed(s) associated with each permit site to evaluate the potential impact of proposed operations on flooding and streamflow alteration. Peak discharges were calculated for the "pre-mining”, "during-mining”, and post- mining” conditions and were compared. These evaluations were performed using SEDCAD 4 software, developed by the University of Kentucky. These analyses and results are included in the individual sites’ permits and show that there will be no increase in peak discharge during mining or post mining for any of the permit areas. It should be noted that in order to attain these acceptable results, the construction of some additional sediment control structures was required at the Ram No.1 Surface and Highwall Mine. Original laboratory data sheets for surface and ground water baseline monitoring are included in the permits. Probable Hydrologic Consequences PHCs were evaluated for each permit application. Subsidence will likely occur where retreat mining has been executed as approved. It is expected that direct fracturing of overburden will occur with consequently increased porosity (increased storage capacity) and lateral permeability in response to mining. The little water that is present in that strata will be drained into the underground mines, but the overlying intervals contains no significant aquifers other than, perhaps, the coal seams. Highwall mining will be conducted in such a manner that subsidence will not occur and as thus, should be of no consequence to PHC. In summary, all of the Ramaco existing and proposed mines are well above any significantly producing aquifers. The PHC studies and results are included in each individual sites’ permit application. The PHC studies showed no significant ground or surface water resource is likely to be contaminated, diminished, or interrupted, providing that the approved drainage control and revegetation plans are adhered to throughout existing and planned mining activities. 17.2 REFUSE DISPOSAL AND WATER MANAGEMENT Refuse Disposal The Jamison Creek Refuse Disposal Area (MSHA ID No. 44-05236) is a coal refuse disposal facility that serves the Knox Creek Preparation Plant. Coarse refuse from the preparation plant March 9, 2023 Page 91 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. is transported to the disposal area by conveyor belt with fine refuse pumped as slurry to the impoundment. The estimated life for this facility as of January 2023 is approximately six years. A PHC determination included in the Jamison Creek Refuse Disposal Area Permit No. 1302232 concluded that no detrimental hydrologic consequences are either anticipated, or expected, with a fine coal refuse slurry impoundment at this facility. Further, a Breakthrough Potential Study was conducted by Schnabel Engineering, LLC in April 2020 (Schnabel Report) to assess whether there is a breakthrough potential to the Red Ash and Kennedy seams mined beneath the impoundment. The Schnabel Report concluded that the Breakthrough Potential into the Red Ash mine workings and Kennedy auger holes is considered to be moderate. However, based on the four significant barriers to breakthrough into the Red Ash mine workings that were discussed in the AME report and considering that the Kennedy auger holes are going to be grouted, Schnabel believes that the Breakthrough Potential at this site is somewhat lower. The refuse disposal structure will be constructed in such a size or manner that will be subjected to the Virginia Dam Safety Act, and/or MSHA regulations. Stability analyses of the refuse disposal structure show that design of the structure exceeds the minimum safety factors of 1.5 for static stability and 1.2 for dynamic stability that are required by the current Virginia State Code of Regulations. The stability analyses were performed using the Rotational Equilibrium Analysis of Multilayered Embankments software that is copyrighted by the University of Kentucky. Outside of the Jamison Creek Refuse Disposal Area, no coal, or non-coal related disposal, is planned at any of the mine sites. Water Monitoring and Management In order to determine the impact of existing and proposed operations on the hydrologic balance, surface water samples are collected bi- monthly with a minimum seven days between sample dates at each of the permitted sites. Samples are sent to a qualified laboratory and analyzed for the following parameters: flow, pH, total acidity, total alkalinity, total iron, total manganese, total sulfates, total suspended solids, and total dissolved solids or specific conductance at 25 degrees C. The samples collected during and after mining will be compared with each other, and with the data collected during the baseline surface water study and used to determine the impact of the operation on the water in the receiving streams. March 9, 2023 Page 92 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. A waiver of groundwater monitoring during mining was requested for the mine sites due to the proposed mining being well above any groundwater users and any significant aquifers that insure water use. No specific water treatment facilities other than sediment control are required or planned for any of the mine sites. Based on previous mining and collected water samples. the operations will not contaminate any of the ground or surface water systems of the Knox Creek Complex. Results of water sampling has shown no significant levels of surface water contamination at the mine sites. Surface water management for both Ramaco’s surface and underground permitted mining areas on the Knox Creek Complex generally involves a combination of structures such as; 1) sediment ditches, 2) temporary sedimentation ponds, 3) soil encapsulation cells that are specifically designed to contain potentially hazardous soil in regards to acid forming materials, 4) permanent and temporary diversion ditches, 5) corrugated metal pipe (CMP) placement for drainages that cross access roads or haulroads, and 6) drainage diversion ditches and collections for excess spoil disposal areas. The Big Creek Surface and Highwall Mine has a relatively large network of these construction types. The underground mine locations have a significantly smaller footprint, however, these locations use the same surface water management design considerations as surface mines. Detailed designs for all drainage and sediment control structures are included in Ramaco’s permits. Apart from the Jamison Creek Refuse Disposal Area, there are no significant water retention structures subject to the West Virginia Dam Control Act, the Virginia Dam Safety Act, or MSHA regulations, and there are no other permanent impoundments planned at any of the mine permit sites. All permitted mine sites have a Materials Handling Plan designed to mitigate the potential for acid mine drainage generation regarding those materials excavated during the land disturbance activities associated with development of the proposed mining facility. Some areas have known potentially acid generating materials. This is determined from Acid Base Accounting data that is collected as part of the permitting requirements. Also, selenium data is documented within the water chemistry of the equivalent mine discharge samples. The equivalent water data provides a more appropriate geochemical characterization as compared to in-situ strata testing. Material that requires special handling for potentially acidic discharges meets the following standards: have a net acid base accounting that is ≥- 5 and at least 1 foot thick; have Selenium concentrations greater than 1 mg/kg and at least 1 foot thick; have a pH ≤4 and be at least 1-foot- thick. Materials to be specially handled will be placed in encapsulation cells to assure March 9, 2023 Page 93 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. there is no potential for acid producing material. The cells will be located on the mine bench in an area free of any seeps, springs, or mine drainage, "high and dry”, and sealed with a minimum of 4.0 feet of the most imperious material available. The approximate location of planned encapsulation cells is shown on the Geohydrologic Maps that are included in the permit applications. Discharges from these structures will be monitored in accordance with the approved plans. Sediment structures will be cleaned or enlarged if the total suspended solids exceed effluent limitations. All discharges will go through sediment control structures. The pond discharges will be monitored in accordance with approved plans and treated to meet effluent limitations, if needed. Regarding highwall mining concerns, there is no residual head of water anticipated on any of the designed outcrop barriers which are designed at a minimum of 50 feet width. Based on water samples collected from adjacent mining, there is not anticipated to be any acid, alkaline, or iron laden drainage. All permitted sites have a surface water runoff monitoring plan. Within twenty-four hours of a one-year frequency, twenty-four hour storm event or greater, a permit-wide inspection and report of the drainage systems is completed and submitted to the WVDEP or VDE, as applicable. The inspection and subsequent report note any damages or deficiencies in the drainage system so that repairs can be implemented immediately. It also indicates if any sediment structure is at or near it’s clean out capacity (60 percent). A rain gauge, located at the mine office on the Knox Creek Complex is used to monitor precipitation events. In-stream monitoring stations are used to take stream flow measurements. The rain gauge is monitored daily and reported monthly to the appropriate regulatory authority. 17.3 PERMITS AND BONDING Coal mines in West Virginia are required to file applications for and receive approval of mining permits issued by the WVDEP to conduct surface disturbance and mining activities. A similar filing and approval process is required by the VDE. The Knox Creek Complex has been issued mining permits and associated NPDES permits by the WVDEP and the VDE as shown in Table 17.3-1 as follows: March 9, 2023 Page 94 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Property Description Big Creek Surface Mine Big Creek Jawbone 1 Deep Mine Knox Creek Tiller No. 1 Deep Mine Kennedy No. 3 Surface Mine Kennedy No. 3 Deep Mine Knox Creek Preparation Plant Knox Creek Refuse Disposal Area Mudlick Surface Mine Total Table 17.3-1 Knox Creek Complex Mining and NPDES Permits State Permit Number 1102335 1402231 1202204 1402215 1702202 1302184 1302232 1102334 State VA VA VA VA VA VA VA VA Permitted Surface Area (Acres) 447.63 42.61 20.57 106.18 75.95 41.94 322.71 26.25 1,083.84 Issue Date Current Status NPDES Permit No. 1/22/2020 Active 5/22/2017 Active 2/15/2017 TmpIdle 4/3/2017 NonProdActive Idle 2/14/2017 12/2/2017 Active 11/23/2018 Active 7/7/2020 Idle 0082335 0082231 0082204 0082215 0082202 0082184 0082232 0082234 A total bond amount of $12.2 million held by Ramaco is based on the mine closure reclamation liability cost estimate as of December 31, 2022. The ARO estimate for all sites within the complex is $9.2 million, as of December 31, 2022. Both the WVDEP and VDE utilize a bond matrix that determines the rate per acre based upon the activity that the land is to be used for. This rate per acre is simply applied to the permit sites’ acreage to obtain the bond requirement. WEIR concludes that Ramaco’s overall bonding approach, the bond amounts, and the ARO estimates that are currently allocated for the Knox Creek Complex sites appear reasonable. Upon searching the WVDEP and the VDE violation records, it was found that the Knox Creek Complex has an excellent environmental compliance record without a history of any significant fines or citations over the last two years. 17.4 LOCAL STAKEHOLDERS As indicated in Section 13.4.2, Ramaco currently employs 107 personnel at the Knox Creek Complex and is projected to have a maximum employment of approximately 275 personnel during the Knox Creek Complex LOM Plan. The complex creates substantial economic value with its third-party service and supply providers, utilities and through payment of taxes and fees to local, state and federal governmental agencies. The Knox Creek Complex is located in a rural and fairly isolated area of West Virginia and Virginia. Reportedly, there have been no social or community impact issues relative to the Knox Creek Complex. The local area supports Ramaco for the jobs that it provides for people in the surrounding communities. March 9, 2023 Page 95 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 17.5 MINE CLOSURE PLANS Upon mine closure, areas will be reclaimed to near AOC configuration. Regrading and backfilling activities are required to commence within 180 days after the mining operations are complete. The primary pre-mining land use for the Knox Creek Complex is forestland. The approved post-mining land use for Ramaco’s permits is forestland. No land within the permit areas have been historically used for prime farmland. The slope of all land within the existing and proposed permit areas is ten percent or greater, which also precludes post-mining land use as prime farmland. Upon completion of mining operations and regrading, topsoil will be redistributed over the disturbed areas. Mine soil that served as a base for coal stockpiles will be tested to determine if supplemental liming is necessary prior to blending this material with the other mine soil onsite. After the permit area has been graded, soil analysis will be performed to determine the quantity of agricultural limestone, or an equivalent supplement, and fertilizer necessary to achieve the post-mining land use. All regraded areas will be revegetated as soon as practical to establish quick vegetative cover and minimize erosion. Disturbed and un- reclaimed acreage including excess spoil disposal sites, will not exceed two hundred (200) acres or fifty (50) percent of the permit area, whichever is less. Runoff from these regraded areas will be routed through properly constructed and maintained sediment structures that are designed to retain site runoff along enough for the suspended solids to settle. Streams on the complex are generally approximately 1,000 feet below the ridges. Soils within the permit area formed in residual parent material derived from interbedded shale, siltstone and sandstone. This consist of very steep soils on narrow ridge tops and on side slopes. The annual precipitation in the area averages approximately 47 inches. Woodlands make up about 85 percent of the total area in this county and soils in this area are well suited to growing forests. The areas to be disturbed and later reclaimed are in the oak-hickory type, of the Appalachian Forest and consists of yellow poplar, basswood, red and black oak, hickory, sugar maple, chestnut oak, white oak, beech, pine/hemlock, scarlet oak, other miscellaneous hardwoods. On dry ridges, spurs and southern slopes white oak, hickory, chestnut oak, Virginia pine and pitch pine are the dominant species. These sites tend to be less productive, and the timber has slower growth, while the moist coves and northern and eastern slopes contain March 9, 2023 Page 96 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. yellow poplar, sugar maple, red oak, black oak, beech, and basswood and are more productive sites. Both hardwoods and pine seedlings will be hand planted by a reputable tree planting contractor to create a diverse and productive forest. Several species will be selected to create a diverse forest. The overall stocking density for all woody plants on the permitted mine site is at least 500 plants per acre. The stocking density for trees is at least 350 plants per acre. All final land use is planned as forestland except small areas of permanent drainage structures and access roads that have been approved to remain. Temporary erosion control vegetative cover is established as contemporaneously as practical, with backfilling and grading, until a permanent tree cover can be established. A tree-compatible cover will be used to keep the vegetation that is being established for erosion control from competing too aggressively with the tree seedlings. 17.6 ENVIRONMENTAL COMPLIANCE, PERMITTING, AND LOCAL INDIVIDUALS OR GROUPS ISSUES Based on WEIR’s review of Ramaco’s plans for environmental compliance, permit compliance and conditions, and dealings with local individuals and groups, Ramaco’s efforts appear to be adequate and reasonable in order to obtain approvals necessary relative to the execution of the Knox Creek Complex mining plans. March 9, 2023 Page 97 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 18.0 CAPITAL AND OPERATING COSTS Ramaco provided historical and projected operating costs and capital expenditures for the Knox Creek Complex, which were an adequate check and basis for the LOM Plan cost projections. The operating costs and capital expenditures are included in the financial statements that are audited annually by MCM CPAs & Advisors for Ramaco’s 10-K reporting to the SEC. The auditing performed by MCM CPAs & Advisors is conducted in accordance with the standards of the Public Company Accounting Oversight Board. 18.1 CAPITAL EXPENDITURES The Knox Creek Complex will require capital to be expended each year for infrastructure additions/extensions, as well as for mining equipment rebuilds/replacements to continue to produce coal at currently projected annual levels of production. Ramaco’s Knox Creek Complex development costs since 2016 are considered "Sunk Costs” and as economic returns in this economic analysis are presented only on a forward-looking basis, Sunk Costs are not included in the economic return of the project, as estimated in this study. The projected capital expenditures are categorized according to each mining operation, and the Knox Creek Preparation Plant. Actual capital expenditures for 2021 through 2022 and projected capital expenditures, in 2022 dollars, for 2023 through 2037, are shown on Figure 18.1-2: Figure 18.1-1 Historical and Projected LOM Plan Capital Expenditures March 9, 2023 Page 98 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. The capital expenditures in 2023 relate to the development of the Big Creek Jawbone 1 Deep Mine, the Knox Creek Preparation Plant, and rehabilitation of the Knox Creek Tiller Mine. Ramaco began development of the Knox Creek Complex in 2017 and commenced mining in 2019. Mine management has had several years of experience estimating capital expenditures for surface and underground mining and the risk of inaccurate estimates is low. The LOM Plan projected average capital cost of $12.20 per ton for projected mining equipment and infrastructure requirements is $13.15 per ton lower than the historical average cost of $25.35 per ton, which included high development capital from 2021 through 2022 for the Big Creek Jawbone 1 Deep Mine and minimal production. Capital expenditures estimates per annual ton are estimated to have an accuracy within +/- 15.0 percent. Contingency costs account for undeveloped scope and insufficient data. Contingency for required major projects and mining equipment is estimated at 10 percent and is intended to cover unallocated costs from lack of detailing in scope items. It is a compilation of aggregate risk from estimated cost areas. 18.2 OPERATING COSTS AND RISKS Operating costs are projected based on historical operating costs and adjusted based on projected changes in staffing, hours worked, and production and productivity for mining areas in the LOM Plan. The Knox Creek Complex actual and LOM Plan projected operating costs in dollars and dollars per ton, are shown on Figure 18.2-1: March 9, 2023 Page 99 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 18.2-1 Knox Creek Complex Historical and LOM Plan Operating Costs Descriptions or explanations of the operating costs considered in the LOM Plan are as follows: Direct Cash Cost: ● Labor cost, which includes wages and benefits for hourly and salary personnel at the mine and preparation plant. ● Maintenance and supplies, which are expenses related to upkeep of mining equipment and associated infrastructure. ● Utility expenses, which are expenses related primarily to purchase of electrical power to operate mining equipment at the mines and preparation plant equipment, telephone and data lines, water, and garbage services. ● Trucking costs, which are expenses primarily related to transportation of ROM coal from the mines to the preparation plant. ● Allocations (in/out), which are various costs for the preparation plant. ● Professional services, which are expenses related to legal, engineering, and other firms providing services to the Knox Creek Complex. ● Property Tax and Insurance are expenses related to property taxes and liability insurance for risk management purposes. ● Other costs, which are miscellaneous expenses related to operation of the mines and preparation plant. March 9, 2023 Page 100 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. ● Sales related costs are expenses related to Black Lung Excise Tax, Virginia and West Virginia Severance Taxes, and Virginia, West Virginia and Office of Surface Mining reclamation taxes. ● Royalties are expenses related to leased surface and mineral properties. ● General and Administrative, which include expenses related to administrative offices and personnel to manage the mining operations. Selling, General and Administrative Costs: ● Expenses related to coal sales and corporate administrative costs Non-Cash Costs: ● Asset retirement obligation accretion, depreciation, and amortization costs Detailed LOM Plan annual operating costs and capital expenditures are shown below in Table 18.2-1. Table 18.2-1 LOM Plan Annual Operating Cost and Capital Expenditures Labor costs Maintenance & supplies Utility expenses Trucking costs Contract Mining Purchased third-party coal Professional services Property tax & insurance Other costs Sales related tax costs Administrative costs Total Cost of Production Asset Retirement obligation Depreciation and amortization Total Costs and Expenses Capital Expenditures 2023 2024 2025 2026 2027 2028 13.0 11.4 1.4 3.5 0.7 — 0.0 0.4 0.0 4.7 0.1 39.4 0.2 2.3 41.9 10.3 25.8 26.4 2.5 2.9 — — 0.1 0.5 0.0 7.3 0.2 63.9 0.3 4.2 68.4 8.9 34.5 30.3 4.2 5.6 — — 0.1 0.7 0.5 11.9 0.3 88.6 0.3 9.8 98.7 11.0 33.0 28.3 4.2 5.7 — — 0.1 0.7 0.6 11.9 0.2 85.2 0.3 6.0 91.5 9.2 27.5 25.5 3.5 4.3 — — 0.1 0.7 1.0 10.9 0.2 73.6 0.3 5.6 79.5 8.3 20.5 24.7 3.3 3.2 — — 0.1 0.6 0.2 10.3 0.2 62.9 0.2 5.2 68.4 7.7 2029 20.5 23.5 3.2 2.2 — — 0.1 0.6 0.1 9.5 0.2 59.9 0.2 4.8 64.9 7.3 2030 20.5 19.3 2.6 — — — 0.1 0.6 0.1 7.2 0.2 50.6 0.2 3.6 54.4 5.7 2031 20.5 20.9 2.7 — — — 0.1 0.6 0.1 7.8 0.2 52.9 0.2 3.9 57.1 6.1 2032 20.5 21.0 2.8 — — — 0.1 0.6 0.1 7.9 0.2 53.0 0.3 4.0 57.2 6.0 2033 20.5 20.6 2.7 — — — 0.1 0.6 0.1 7.7 0.2 52.4 0.3 3.9 56.5 5.9 2034 13.7 12.9 1.7 — — — 0.1 0.5 0.0 4.8 0.1 33.8 0.3 2.4 36.5 3.8 2035 11.8 10.5 1.4 — — — 0.1 0.5 0.0 4.0 0.1 28.2 0.3 2.0 30.5 3.1 2036 11.8 10.9 1.4 — — — 0.1 0.5 0.0 4.1 0.1 28.8 0.3 2.0 31.1 3.1 2037 2038 5.7 5.2 0.7 — — — 0.0 0.4 1.7 2.0 0.1 15.9 0.3 1.0 17.2 1.5 0.1 0.1 — — — — 0.0 0.4 0.8 — 0.0 1.4 0.1 0.0 1.5 — Total 299.7 291.5 38.3 27.5 0.7 — 1.0 8.9 5.7 111.8 2.8 791.0 4.1 60.7 855.8 97.8 The LOM Plan projected cash operating cost of $98.68 per ton is $18.57 per ton lower than the 2002 historical average of $117.25 per ton. With the long history of cost of sales, no contingency is included, although the accuracy of the LOM Plan projected cost of sales should be considered to be within 15 percent of the historical average. Capital and Operating Cost Estimation Risk The Knox Creek Complex has been in operation since 2019 and has had a relatively long period of experience with capital expenditure costs and operating costs. Since the mining operations will continue in similar coal seams and mined in the same manner as historically, there is little March 9, 2023 Page 101 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. risk associated with the specific engineering estimation methods used to arrive at projected capital expenditures and operating costs. An assessment of accuracy of estimation methods is reflected in the sensitivity analysis in Section 19.3. For purposes of the Preliminary Feasibility Study relative to the Knox Creek Complex LOM Plan, capital expenditures are estimated to an accuracy of +/- 15 percent, with a contingency of 10 percent, and operating costs are estimated at an accuracy of +/- 15 percent, with no contingency. March 9, 2023 Page 102 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 19.0 ECONOMIC ANALYSIS 19.1 ASSUMPTIONS, PARAMETERS, AND METHODS A Preliminary Feasibility Study financial model has been prepared in order to assess the economic viability of the Knox Creek Complex LOM Plan. Specifically, plans were evaluated using discounted cash flow analysis, which consists of annual revenue projections for the Knox Creek Complex LOM Plan. Cash outflows such as capital, including preproduction costs, sustaining capital costs, operating costs, transportation costs, and taxes are subtracted from the inflows to produce the annual cash flow projections. Cash flows are recognized to occur at the end of each period. There is no adjustment for inflation in the financial model, and all cash flows are in 2021 dollars. WEIR’s study is conducted on an un-levered basis, excluding costs associated with any debt servicing requirements. To reflect the time value of money, annual net cash flow projections are discounted back to the project valuation date, using a discount rate of 10 percent. The discount rate appropriate to a specific project depends on many factors, including the type of commodity and the level of project risks, such as market risk, technical risk, and political risk. The discounted present values of the cash flows are summed to arrive at the Knox Creek Complex NPV. Projected cash flows do not include allowance of any potential salvage value. Additionally, capital previously expended (sunk cost) is not included in the assessment of economic returns. WEIR’s after-tax NPV incorporates a projected corporate income tax rate of 21 percent, as provided by Ramaco. In addition to NPV, the Internal Rate of Return (IRR) is also calculated. The IRR is defined as the discount rate that results in an NPV equal to zero. Payback Period is calculated as the time required to achieve positive cumulative cash flow for the Knox Creek Complex at a 10 percent discount rate. As the Knox Creek Complex is ongoing with no initial investment required (i.e., already sunk cost), payback period is less than one year. The actual and LOM Plan coal sales price forecast used to estimate Knox Creek Complex revenue are depicted on Figure 19.1-1 and Table 19.2-1 as follows: March 9, 2023 Page 103 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 19.1-1 FOB Mine Coal Sales Price Forecast Table 19.2-1 Annual Cash Flow Forecast Detail Revenues Total Costs and Expenses Income before taxes Income tax expense Net income Adjusted EBITDA Capital Expenditures Total Cash Flow 2023 2024 54.0 41.9 12.0 2.5 9.5 12.0 10.3 1.7 91.5 68.4 23.1 4.8 18.2 22.8 8.9 13.9 2025 157.3 2026 158.7 2027 146.4 2028 137.2 2029 2030 126.4 95.4 2031 104.2 2032 104.7 2033 2034 2035 63.1 102.2 51.8 2036 2037 2038 24.8 53.3 — Total 1,470.9 98.7 58.6 12.3 46.3 56.4 11.0 45.4 91.5 67.2 14.1 53.1 59.4 9.2 50.3 79.5 67.0 14.1 52.9 58.8 8.3 50.5 68.4 68.8 14.4 54.3 59.8 7.7 52.1 64.9 61.4 12.9 48.5 53.6 7.3 46.3 54.4 40.9 8.6 32.3 36.2 5.7 30.5 57.1 47.1 9.9 37.2 41.4 6.1 35.3 57.2 47.5 10.0 37.5 41.7 6.0 35.7 56.5 45.7 9.6 36.1 40.2 5.9 34.3 36.5 26.5 5.6 21.0 23.7 3.8 19.9 30.5 21.3 4.5 16.9 19.1 3.1 16.0 31.1 22.2 4.7 17.5 19.8 3.1 16.7 17.2 7.7 1.6 6.1 7.3 1.5 5.8 1.5 (1.5) (0.3) (1.2) (1.1) — (1.1) 855.8 615.2 129.2 486.0 550.8 97.8 453.0 19.2 ECONOMIC ANALYSIS AND ANNUAL CASH FLOW FORECAST The annual cash flow for the Knox Creek Complex LOM Plan are summarized on Figure 19.2-1 as follows: March 9, 2023 Page 104 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 19.2-1 Annual Cash Flow Forecast Cash flows decline after 2028, as a result of a projected decrease in coal production. While not included in these cash flows, Ramaco plans to commence other mining operations within the Knox Creek Complex, as existing operations phase out. Significant tonnage associated with those future, to-be-planned operations, is currently classified as Resource tonnage. As LOM plans are prepared for operations within the current Resource areas of the Knox Creek Complex, updates will be made to this analysis. The Knox Creek Complex LOM Plan has an after-tax NPV of $249.0 million, at a base case discount rate of 10 percent (Table 19.2-2). As the Knox Creek Complex is ongoing with no initial investment required (i.e., already sunk cost), the IRR is infinite. Cumulative (undiscounted) cash flow over the LOM Plan is positive, at $453.0 million. The Return on Investment (ROI), at a 10 percent discount rate, is 314 percent. The after-tax NPV, IRR, cumulative cash flow and ROI are summarized in Table 19.2-2 as follows: Table 19.2-2 After-Tax NPV, IRR, Cumulative Cash Flow, and ROI NPV ($000) IRR (%) Cumulative Cash Flow ($000) Return on Investment (%) LOM Plan 249,018 Infinite 452,989 314 Table 19.2-3 presents key operational statistics for the LOM Plan on an after-tax basis. Over the LOM Plan, the average cash operating cost is $98.68 per clean ton. Operating costs include mining, processing, G&A, but exclude amortization costs on capital expenditures. March 9, 2023 Page 105 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. ROM Tons Produced (000s) Clean Tons Produced (000s) Preparation Plant Yield (%) Tons Sold (000s) Coal Sales Realization Direct Cash Costs Non-cash Costs Total Cost of Sales Profit / (Loss) EBITDA CAPEX 19.3 SENSITIVITY ANALYSIS Table 19.2-3 Key Operating Statistics LOM Plan 17,451 8,016 45.9 8,016 ($Per Ton) 183.50 98.68 8.08 106.76 76.74 84.82 12.20 A sensitivity analysis was undertaken to examine the influence of changes to assumptions for coal sales prices, production, operating cost, capital expenditures, and the discount rate on the base case after-tax NPV. The sensitivity analysis range (+/- 25 percent) was designed to capture the bounds of reasonable variability for each element analyzed. The basis for reasonable variability for each element analyzed is summarized as follows: ● Sales Price - Historical coal sales price variability of 44 percent between 2021 and 2022 ● Production - Variability in production of up to 63 percent from the 2021 through 2022 ● Operating Cost - Estimated accuracy of +/- 15 percent ● Capital Costs – Estimated accuracy of +/- 15 percent ● Discount Rate - based on range of variability from 7.5 to 12.5 percent Figure 19.3-1 depicts the results of the NPV sensitivity analysis. March 9, 2023 Page 106 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Figure 19.3-1 Net Present Value Sensitivity Analysis Figure 19.3-1 shows that the Knox Creek Complex NPV is most sensitive to changes in coal sales prices and production. It is less sensitive to changes in operating costs and least sensitive to changes in discount rate and capital expenditures. March 9, 2023 Page 107 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 20.0 ADJACENT PROPERTIES This TRS does not include any estimates of coal resources or coal reserves associated with adjacent uncontrolled properties. March 9, 2023 Page 108 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 21.0 OTHER RELEVANT DATA AND INFORMATION Conducting a due diligence investigation relative to the mineral and surface rights of Ramaco’s mining operations was not part of WEIR’s scope of work. This TRS is based on Ramaco controlling, by lease or ownership, or having the ability to acquire the coal reserves and surface lands necessary to support its mine plans. The ability of Ramaco, or any coal company, to achieve production and financial projections is dependent on numerous factors. These factors primarily include site-specific geological conditions, the capabilities of management and mine personnel, level of success in acquiring reserves and surface properties, coal sales prices and market conditions, environmental issues, securing permits and bonds, and developing and operating mines in a safe and efficient manner. Unforeseen changes in legislation and new industry developments could substantially alter the performance of any mining company. Coal mining is carried out in an environment where not all events are predictable. While an effective management team can identify known risks and take measures to manage and/or mitigate these risks, there is still the possibility of unexpected and unpredictable events occurring. It is not possible therefore to totally remove all risks or state with certainty that an event that may have a material impact on the operation of a coal mine will not occur. March 9, 2023 Page 109 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 22.0 INTERPRETATIONS AND CONCLUSIONS 22.1 SUMMARY OF INTERPRETATIONS AND CONCLUSIONS Interpretation Ramaco has a long operating history of resource exploration, mine development, and mining operations at the Knox Creek Complex, with extensive exploration data including drillholes, in-mine seam thickness and elevation measurements, and in-mine channel samples supporting the determination of mineral resource and reserve estimates, and projected economic viability. The data has been reviewed and analyzed by WEIR and determined to be adequate in quantity and reliability to support the coal resource and coal reserve estimates in this TRS. Conclusion The coal resource and coal reserve estimates and supporting Preliminary Feasibility Study were prepared in accordance with Regulation S-K 1300 requirements. There are 300.6 million in-place tons of measured and indicated coal resources, exclusive of reserves, and 8.0 million clean recoverable tons of mineable reserves within the Knox Creek Complex, as of December 31, 2022. Reasonable prospects for economic extraction were established through the development of a Preliminary Feasibility Study relative to the Knox Creek Complex LOM Plan, considering historical mining performance, historical and projected metallurgical coal sales prices, historical and projected mine operating costs, and recognizing reasonable and sufficient capital expenditures. 22.2 SIGNIFICANT RISKS AND UNCERTAINTIES Risk, as defined for this study, is a hazard, condition, or event related to geology and reserves, mine operations and planning, environmental issues, health and safety, and general business issues that when taken individually, or in combination, have an adverse impact on Ramaco’s development of the Knox Creek Complex. Risks can disrupt operations, adversely affect production and productivity, and result in increased operating cost and/or increased capital expenditures. In the context of this TRS, the likelihood of a risk is a subjective measure of the probability of the risk occurring, recognizing the magnitude of the risk defined as follows: March 9, 2023 Page 110 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Low Risk indicates that the combined probabilities (low/medium/high) together with the economic impact (minimal/significant/adverse), if conditions exist, should not have any material adverse effect on the economic viability of the project. Moderate Risk (minimal/significant/adverse), if conditions exist, could have a detrimental effect on the economic viability of the project. the combined probabilities (low/medium/high) together with indicates that the economic impact High Risk indicates that the combined probabilities (low/medium/high) together with the economic impact (minimal/significant/adverse), if conditions exist, could have a seriously adverse effect the economic viability of the project. Based on a review of available information and discussions with Ramaco personnel, WEIR identified potential risks associated with the Knox Creek Complex LOM Plan. The risks, WEIR’s assessment of risk magnitude, and comments based on WEIR’s experience with surface and underground mining operations are summarized in Table 22.2-1 as follows: Table 22.2-1 Knox Creek Complex Risk Assessment Summary Area of Risk WEIR Risk Assessment Comments Coal Quality Horizontal Stress Land Acquisition Methane Low Low Low Based on previous production and core hole quality data, coal quality appears to be a consistently good metallurgical coal product. Observed mining conditions do not indicate horizontal stress problems. All mineral control is maintained through current leases and subleases. No additional acquisitions are necessary for the LOM Plan. Low to Moderate Although methane gas is present in the seams, gas liberation experienced to date has been low to moderate, or at levels that can be safely mitigated during mining. Procedures and continuous gas monitoring are in place to prevent, to the extent possible, methane ignitions and mine fires. Overburden Stress Low The potential for a coal pillar bump or release of stress when mining will be monitored as a part of the normal mining operation. Due to the mountainous terrain, overburden can approach 1,000 feet when mining under ridges. However, the risk of bumps occurring is minimal, since coal outbursts, as a result of sudden release of energy, are typically associated with depth of cover of 1,500 to plus 2,000 feet. Qualified Employees March 9, 2023 Recent changes in the coal mining industry have resulted in many coal miners being closed resulting in fewer qualified employees available in general. Ramaco has existing operations with sufficient qualified employees. However, additional mine startups may cause some employee shortages. Ramaco can train inexperienced miners along with its experienced miners. Low to Moderate Page 111 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. Area of Risk WEIR Risk Assessment Rail Lines Low to Moderate Comments There is currently a shortage of coal rail transportation capacity. The recent upswing in coal prices has resulted in short term increases in rail capacity. This capacity will likely be a relative unknown for the medium to long term. Refuse Disposal Low Ramaco’s currently permitted refuse disposal capacity is sufficient for the long term. Roof Lithology Geology Spontaneous Combustion Water Inflow Low to Moderate Low to Moderate Low Low Market Conditions Moderate All underground coal mines have the potential to experience unstable roof conditions. The relative consistency of the Norton and Pocahontas Formations that primarily consists of competent sandstones and shales help decrease this risk at the Berwind Complex Deep Mines. Additionally, this potential risk can be kept in the low range through proper ground control engineering and following approved roof control plans. The structure of the seams at the Berwind Complex all have a relatively gentle dip of approximately two degrees to the northwest or to the south/southwest. There are seven significant faults in the area. There are no known structural anomalies such as sand channels that cut out seams. Seams at the Berwind Complex have a low potential for spontaneous combustion, and Ramaco has not experienced any loss of production due to spontaneous combustion. Ramaco mines at the Berwind Complex are relatively dry since the mines are well above drainage. Market conditions remain volatile for metallurgical coal. Blast Furnace methods for making steel is under pressure from various world-wide government entities due to CO2 emissions. Markets in China, Japan, Korea, and India are likely to be primary drivers for the metallurgical coal industry. It is WEIR’s opinion that the majority of the risks can be kept low and/or mitigated with efficient and effective mine planning and mine engineering, and monitoring of the mining operations. March 9, 2023 Page 112 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 23.0 RECOMMENDATIONS The Knox Creek Complex has sufficient geologic exploration data to estimate mineral reserves and resources. Future exploration work will be undertaken by Ramaco to continuously provide geological data primarily for use by mine operations personnel related to effective implementation of the LOM plans. Future exploration work and mineral property acquisition should include what has been historically implemented related to the following: Geology ● Have an experienced geologist log core holes, measure core recovery, and complete sampling. Geophysically log core holes to verify seam and coal thickness and core recovery. ● Geophysically log rotary holes to verify strata and coal thickness. ● Continue to prepare laboratory sample analysis at 1.40 and 1.50 specific gravities to better match the preparation plant specific gravity when processing a metallurgical coal. ● Continue collecting channel samples (include parting). March 9, 2023 Page 113 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 24.0 REFERENCES References used in preparation of this TRS are as follows: ● Ramaco. 2022. Jawbone Mine Plan 2023 ● Ramaco. 2022. Kennedy No. 3 Mine Plan 2023 ● Ramaco. 2021. Big Creek Surface Mine Plan 2021 - Standard ● Ramaco. 2021. Knox Creek Tiller Mine Jawbone Seam Plan 2020 - Standard ● Harlow, George E., Jr. and LeCain, Gary D., 1993, Hydraulic Characteristics of, and Ground-Water Flow in, Coal-Bearing Rocks of Southwestern Virginia: U. S. Geological Survey Water-Supply Paper 2388. Websites Referenced: ● Securities and Exchange Commission - Modernization of Property Disclosures for Mining Registrants - Final Rule Adoption https://www.sec.gov/rules/final/2018/33-10570.pdf ● MSHA Data Retrieval Site https://www.msha.gov/mine-data-retrieval-system ● WVDEP Permits https://apps.dep.wv.gov/webapp/_dep/securearea/public_query/ePermittingApplicationSearchPage.cfm ● VDE Permits; Mined Land Repurposing Internet (virginia.gov) March 9, 2023 Page 114 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. 25.0 RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT In preparing this report, WEIR relied upon data, written reports and statements provided by the registrant. It is WEIR’s belief that the underlying assumptions and facts supporting information provided by the registrant are factual and accurate, and WEIR has no reason to believe that any material facts have been withheld or misstated. WEIR has taken all appropriate steps, in its professional opinion, to ensure information provided by the registrant is reasonable and reliable for use in this report. The registrant’s technical and financial personnel provided information as summarized on Table 25.1 as follows: Table 25.1 Information Relied Upon from Registrant Category Legal Geotechnical Hydrogeological Marketing Environmental Macroeconomic Information Mineral control and surface rights Pillar design, roof control plans, and rock quality analyses Hydrogeological Analysis including inflow rates, permeability and tranmisivity calculations, and watershed analysis Coal sales price projections Permits, bond, and reclamation liability Real price growth (coal sales, labor and other cash costs) Report Section 3 13.1.1 13.1.2 16 17 18 March 9, 2023 Page 115 Technical Report Summary Knox Creek Complex Prepared for Ramaco Resources, Inc. APPENDIX A - EXHIBITS Exhibit 6.3-2 Knox Creek Complex, Geological Cross Sections March 9, 2023 Page 116 

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