Ramaco Resources, Inc.: Form 10-Q for the period ended Sep 30, 2025

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report, as well as the financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion 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 Quarterly Report, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and in our Annual Report and in this Quarterly Report under the heading “Item 1A. 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

We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. Our metallurgical coal development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. 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 customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers. In June 2025, we initiated development of our rare earth element and critical mineral operations near Sheridan, Wyoming (the “Brook Mine”). That mine has initially begun to produce representative ore material for short-term pilot-scale testing of the feedstock with the goal of ultimately establishing its rare earth element mineral reserves and resources for processing at a full-scale commercial processing facility into rare earth element and critical mineral oxides. Contiguous to the Brook Mine, the Company operates a carbon research facility related to the production of advanced carbon products and materials from coal.

Our reportable segments, which are primarily based on the Company’s internal organizational structure and types of controlled mineral deposits, are its two operating segments—Metallurgical Coal and Rare Earths and Critical Minerals. Where applicable, prior period amounts have been recast to conform to this segment reporting structure, which was modified during the third quarter of 2025.

Metallurgical Coal Segment

Our primary source of revenue is the sale of metallurgical coal. We maintain 66 million reserve tons and 1,352 million measured and indicated resource tons of high-quality metallurgical coal. Our plan is to continue the development of our existing properties and grow annual production over the next few years to approximately seven 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.

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. are 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. Blast furnace steelmaking is more prevalent outside the U.S. compared to domestic steel production, which creates demand for exports of metallurgical coal, including demand growth in Asia Pacific.

Global metallurgical coal markets softened in 2024 and continued to do so in 2025 due to constrained economic growth in some regions of the world and continued conflict overseas. The global steel market experienced slower growth, especially in China, resulting in elevated levels of Chinese steel exports. These conditions have led steel companies to both cut back on their own production and to reduce the price they are willing to pay for their metallurgical coal feedstock. For 2025, overall steel demand will likely remain weak in the near term; however, supply cuts may occur for higher cost operations absent a significant upward movement in pricing. Longer term, the Company believes that limited global investment in new coking coal production capacity, the industrialization of emerging economies, expansion of urbanization globally, and an eventual return to economic growth will support coking coal markets overall.

During the nine months ended September 30, 2025, we sold 2.9 million tons of coal and recognized $408.6 million of revenue. Of this amount, 38% of our revenue was from sales into North American markets, including Canada, and 62% of our revenue was from sales into export markets. During the same period of 2024, we sold 2.9 million tons of coal and recognized $495.4 million of revenue, of which 33% was from sales into North American markets, including Canada, and 67% was from sales into export markets. Sales into export markets, which often include index-based pricing, generally have greater exposure to variability in pricing from period to period. The Company’s exports have not been materially delayed or otherwise affected by recent severe weather events, dockworker labor disputes, or recently enacted U.S. tariffs.

As of September 30, 2025, the Company had outstanding performance obligations of approximately 0.6 million tons for contracts with fixed sales prices averaging $164 per ton, excluding freight, as well as 1.2 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 48% of the committed tons in 2025, 48% in 2026, and 3% in 2027. Refer to Note 9 of Part I, Item 1 for additional information.

The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.

In the first nine months of 2025, our segment capital expenditures were $45.9 million, excluding capitalized interest of $0.9 million. In the first nine months of 2024, our capital expenditures were $55.8 million, excluding capitalized interest of $1.0 million. The decrease in capital expenditures was due to lower spending in 2025 on the Company’s strategic growth projects, specifically at the Maben preparation plant.

The Company produced 2.9 million tons during the first nine months of 2025 compared to 2.7 million tons during the first nine months of 2024 as a result of the increase in capacity and completed development work. The Company expects full-year production volumes in 2025 between 3.7 and 3.9 million tons with an ability to vary production dependent on market conditions.

Rare Earths and Critical Minerals Segment

The Company continues to make significant progress on the development of the Brook Mine rare earth elements and critical mineral project. Analyses performed to date indicate elevated levels of rare earth elements along with significant concentrations of critical minerals which were banned for export to the United States by China. In March 2025, the Company received a $6.1 million matching grant from the Wyoming Energy Authority, which shall be applied toward the development of an initial processing laboratory/pilot plant and related facilities at the Brook Mine. Construction of the laboratory/pilot plant began in Q3 2025 and is expected to be completed in mid-2026. Concurrently, in conjunction with Fluor Corporation, the Company has completed its preliminary economic assessment that demonstrates the viability of commercial development of rare earth elements and critical minerals processing. A summary of these findings was released in July 2025.

Earlier in 2025, President Trump issued an emergency declaration which prioritizes domestic critical mineral production as a matter of national security and economic resilience. As a result, the Company has been actively engaged in strategic discussions involving senior officials across the Department of Energy, Department of Interior, Department of War, the Federal Permitting Improvement Steering Council, the President’s National Energy Dominance Council, and the National Security Council in response to the shared urgency to reduce reliance on foreign sources of critical mineral production and processing. The Company was requested by various arms of the Administration to consider both the expansion and acceleration of the Brook Mine project. In September 2025, the Company expanded its internal production projections from the preliminary economic assessment and released a Technical Report Summary, prepared by Weir International, Inc., reflecting enhanced project economics and resource efficiency stemming from higher grade resource quality than previously known at the time of the preliminary economic assessment.

In August 2025, concurrent with the rapid evolution of the Brook Mine project, the Company successfully raised gross proceeds of $200 million through an underwritten public offering of its Class A common stock, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. This additional capital provides a significant funding source towards the development of our rare earth elements and critical minerals platform at the Brook Mine.

We have also made notable additions to our executive management team in 2025 to lead in the development of the Rare Earths and Critical Minerals segment as we continue to refine mineral recovery, extraction methodology, and processing capacity assumptions within the mine plan. To assist in the continued development of the project, the Company has officially retained Hatch Ltd. to lead its ongoing pre-feasibility study. Hatch was selected for its technical expertise in rare earth element processing and will oversee test work, laboratory/pilot plant design, and process optimization. This pre-feasibility study is expected to provide key information for future permitting, investment, and offtake discussions aligning with the Company’s strategy to accelerate project development. The pre-feasibility study is expected to be completed in 2026. We expect to proceed to engineering and designing the full commercial oxide plant, with a construction period to be validated and updated upon the completion of the pre-feasibility study to be followed by a subsequent two-year shakedown period for the plant to be optimized to reach full steady-state capacity.

In the first nine months of 2025, our segment capital expenditures were $2.4 million compared to $0.1 million for the corresponding time period of 2024. The increase in capital expenditures was attributable to the continued expansion of the Brook Mine project.

No revenues have been recognized from the Company’s Rare Earths and Critical Minerals segment to date.

The activities at the Brook Mine may result in a material change to our operating results and financial condition in future periods as the project continues to develop. The future financial statement impact is largely dependent on the results of laboratory/pilot plant testing for processing rare earth element and critical mineral concentrates into oxides and subsequent achievement of commercial production. At this time, we are unable to estimate the potential financial impact to future periods.

Consolidated Results of Operations

(In thousands, except per share amounts)

23

Net income and Adjusted EBITDA for the three and nine months ended September 30, 2025 were negatively impacted by the softening of global metallurgical coal markets and the decrease in metallurgical coal price indices. This occurred due to a variety of macroeconomic factors, including the continued Chinese oversupply of steel into a muted global economic environment. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding Adjusted EBITDA.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenue. Coal sales revenue for the three months ended September 30, 2025 was $121.0 million, approximately 28% lower than the same period in 2024 driven by the negative impact of pricing and a 15% decrease in tons sold. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in revenue. There are no revenues from rare earth elements and critical minerals at this time.

Cost of sales. Our cost of coal sales for the three months ended September 30, 2025 was $101.8 million, approximately 24% lower than the same period in 2024 driven by the closure of the Jawbone mine in Q3 2024 and the idling of the Rockhouse Eagle mine in Q2 2025, in addition to reduced trucking costs at the Maben complex subsequent to commissioning in Q4 2024. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in cost of sales. There are no cost of sales from rare earth elements and critical minerals at this time.

Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $17.1 million and $17.8 million for the three months ended September 30, 2025 and 2024, respectively. The decrease quarter-to-quarter was related to a $1.4 million decrease in development amortization, partially offset by general increases in plant and equipment versus 2024.

Selling, general, and administrative. Selling, general, and administrative (“SG&A”) expenses were $16.1 million and $12.9 million for the three months ended September 30, 2025 and 2024 respectively. The $3.2 million increase in 2025 was primarily due to an increase in professional service expenses.

Other income (expense), net. Other income (expense), net was consistent for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, with $0.1 million in other income and ($0.1) million in other expense, respectively.

Interest expense, net. Interest expense, net was $2.3 million for the three months ended September 30, 2025 compared to $1.7 million for the same period in 2024. The increase in 2025 was largely due to issuance of the 8.375% Senior Unsecured Notes due 2029 (the “2029 Notes”) in late 2024.

Income tax expense (benefit). The effective tax rate for the three months ended September 30, 2025 and 2024 was 19.9% and 9.3%, respectively, excluding the impact of discrete items. Discrete items for the periods included items for management compensation and stock-based compensation. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.

Earnings (loss) per share. Refer to Note 11 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenue. Coal sales revenue for the nine months ended September 30, 2025 was $408.6 million, approximately 18% lower than the same period in 2024 driven by the negative impact of pricing. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in revenue. There are no revenues from rare earth elements and critical minerals at this time.

Cost of sales. Our cost of coal sales totaled $346.3 million for the nine months ended September 30, 2025 compared to $397.2 million for the same period in 2024. The 13% decrease was driven by the closure of the Jawbone mine in Q3 2024 and the idling of the Rockhouse Eagle mine in Q2 2025, in addition to reduced trucking costs at the Maben complex subsequent to commissioning in Q4 2024. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in cost of sales. There are no cost of sales from rare earth elements and critical minerals at this time.

Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $51.7 million and $48.9 million for the nine months ended September 30, 2025 and 2024 respectively. The increase year-to-year was related to general increases in plant and equipment and production versus 2024.

Selling, general, and administrative. SG&A expenses were $49.8 million and $37.9 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in 2025 was primarily due to an increase in professional service expenses.

Other income (expense), net. Other income, net was $1.3 million and $3.1 million for the nine months ended September 30, 2025 and 2024, respectively. The $1.8 million decrease was principally due to a non-recurring transportation damage settlement in the prior year resulting in greater transportation-related income at that time.

Interest expense, net. Interest expense, net was $7.3 million and $4.5 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in 2025 was largely due to issuance of the 2029 Notes in late 2024.

Income tax expense. The effective tax rate for the nine months ended September 30, 2025 and 2024 was 22.2% and 28.0%, respectively, excluding the impact of discrete items. Discrete items for the periods included items for management compensation and stock-based compensation. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.

Earnings per share. Refer to Note 11 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.

Segment Results

Metallurgical Coal Segment

Coal sales and Segment Adjusted EBITDA information is summarized as follows:

(In thousands)

(a) Refer to Non-GAAP Financial Measures for supplemental calculations of revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine).

(b) Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. See Note 12, “Segment Reporting,” in the notes to the unaudited Condensed Consolidated Financial Statements for additional information on the calculation of Segment Adjusted EBITDA.

Our revenue includes sales of Company-produced coal and 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.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenue. Coal sales revenue for the three months ended September 30, 2025 was $121.0 million, approximately 28% lower than the same period in 2024 driven by the negative impact of pricing and a 15% decrease in tons sold. The decrease in tons sold is attributable to export markets, which decreased by 22% primarily due to timing differences in shipments to foreign customers. Revenue per ton sold decreased 15% from $164 per ton to $139 per ton while revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also decreased 12% from $136 per ton to $120 per ton. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. The decrease in the Company’s revenue per ton sold measures were due to the decrease in metallurgical coal prices as U.S. metallurgical coal price indices fell by an average of 18% during the three months ended September 30, 2025 compared to the same period of 2024 as a result of the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.

Cost of sales. Our cost of coal sales for the three months ended September 30, 2025 was $101.8 million, approximately 24% lower than the same period in 2024 driven by the 15% decrease in tons sold discussed above and operational efficiencies. Cost of sales per ton sold decreased 10% from $130 per ton to $117 per ton. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, decreased 5% from $102 per ton to $97 per ton. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. Mine costs for the third quarter of 2025 benefited from efficiencies gained from increased production versus the same period in 2024.

Segment adjusted EBITDA. Segment adjusted EBITDA for the three months ended September 30, 2025 was $15.9 million, approximately 41% lower than the same period in 2024 driven by the revenue and cost of sales items discussed above.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenue. Coal sales revenue for the nine months ended September 30, 2025 was $408.6 million, approximately 18% lower than the same period in 2024 driven by the negative impact of pricing, offset by a 1% increase in tons sold. Revenue per ton sold decreased 18% from $173 per ton to $141 per ton while revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 16% from $145 per ton to $122 per ton. The decrease in the Company’s revenue per ton sold measures were due to the decrease in metallurgical coal prices as U.S. metallurgical coal price indices fell by an average of 19% during the nine months ended September 30, 2025 compared to the same period of 2024 as a result of the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.

Cost of sales. Our cost of coal sales totaled $346.3 million for the nine months ended September 30, 2025 compared to $393.6 million for the same period in 2024. The 12% decrease was driven by the closure of the Jawbone mine in Q3 2024 and the idling of the Rockhouse Eagle mine in Q2 2025, in addition to reduced trucking costs at the Maben complex subsequent to commissioning in Q4 2024. Cost of sales per ton sold decreased 12% from $137 per ton to $120 per ton. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, decreased 8% from $109 per ton to $100 per ton. Mine costs for the first nine months of 2024 were impacted negatively by challenging geology and labor constraints which improved during the same period of 2025.

Segment adjusted EBITDA. Segment adjusted EBITDA for the nine months ended September 30, 2025 was $51.4 million, approximately 40% lower than the same period in 2024 driven by the revenue and cost of sales items discussed above.

Rare Earths and Critical Minerals Segment

As of September 30, 2025, the Company has not recorded any revenues or cost of sales from the Rare Earths and Critical Minerals segment. Segment Adjusted EBITDA is shown below:

(In thousands)

(a) Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. See Note 12, “Segment Reporting,” in the notes to the unaudited Condensed Consolidated Financial Statements for additional information on the calculation of Segment Adjusted EBITDA.

Segment adjusted EBITDA. Segment adjusted EBITDA for the three and nine months ended September 30, 2025 decreased by approximately $2.4 million and $8.8 million, respectively, compared to the same period in 2024 primarily driven by increased labor and professional service costs to develop the Brook Mine rare earth elements and critical minerals project in 2025.

Liquidity and Capital Resources

The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.

On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement in order to, among other things, extend the maturity date and increase the size of its existing Revolving Credit Facility. The amended facility has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $200 million as well as an accordion feature to increase the size by an additional $75 million subject to certain terms and conditions, including the lenders’ consent. The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating requirements. The terms of the amended facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements. Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement.

At September 30, 2025, we had $193.8 million of cash and cash equivalents and $78.6 million of remaining availability under our Revolving Credit Facility for future borrowings. Cash and cash equivalents include $6.5 million of compensating balances held in dedicated accounts to assure future credit availability under the revolver. The Company’s total current assets were $328.7 million and were in excess of total current liabilities by $218.2 million as of the balance sheet date.

Significant sources and uses of cash during the first nine months of 2025

Sources of cash:

• Cash flows provided by operating activities were $20.3 million during the nine months ended September 30, 2025, which were driven primarily by net earnings adjusted for non-cash expenses including depreciation, depletion, and amortization as well as stock-based compensation. Changes in operating assets and liabilities also contributed to operating cash flow driven primarily by the decrease in accounts receivable due to the collection of fourth quarter 2024 revenues and an increase in inventory.
• Cash inflows for financing activities totaled $196.6 million, which is primarily driven by:
• Net proceeds from a Class A common stock equity issuance of $189.0 million;
• Net proceeds from an Unsecured Senior Note issuance of $64.9 million;
• Repayment of Unsecured Senior Notes of $34.5 million; and
• Repayments of $11.1 million on our existing finance leases and insurance financing

Uses of cash:

• Cash outflows for investing activities totaled $56.1 million, which is primarily driven by:
• Capital expenditures of $52.1 million, including expenditures related to the preparation plant and expansion of our Maben complex. The preparation plant at Maben was commissioned in October 2024, which contributed to the reduced trucking costs at the complex in subsequent periods.

The Class B common stock dividends are calculated based on 20% of the previous quarter’s CORE royalty and infrastructure fees as shown below. Refer to Note 7 of Part I, Item 1 for additional information regarding dividends.

(In thousands)

As of the issuance of these financial statements, the Board of Directors has not declared a dividend for the fourth quarter of fiscal year 2025. The Company anticipates declaring a similar dividend for the fourth quarter of fiscal year 2025 and on a quarterly basis in future periods; however, future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.

Future sources and uses of cash

Our primary use of cash includes our investment in the development of our rare earth elements and critical mineral platform, capital expenditures for mine development, and ongoing operating expenses. We expect to fund our capital and liquidity requirements for the next twelve months and the reasonably foreseeable future with cash on hand, borrowings under our revolving credit facility, projected cash flows from operations, and, if warranted, capital raised under the Company’s shelf registration discussed below. Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following:

• Project overruns related to the development of the Brook Mine, including but not limited to increased costs to extract and process rare earth elements and critical minerals into oxides
• Timely delivery of our product by rail and other transportation carriers;
• Late payments 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, processing plants and refuse disposal facilities, 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.

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.

On August 5, 2025, the Company filed an automatic shelf registration statement, which was effective upon filing, to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights. No securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered.

Refer to Note 5 of Part I, Item 1 for information regarding the Company’s Revolving Credit Facility and indebtedness.

Critical Accounting 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. A discussion of our critical accounting policies and estimates is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of the Annual Report. There were no material changes to our critical accounting policies the nine months ended September 30, 2025.

Off-Balance Sheet Arrangements

A discussion of off-balance sheet arrangements is included under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements” in the Annual Report. There were no material changes during the nine months ended September 30, 2025.

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 expense; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain other non-operating items (income tax penalties and charitable contributions). 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)

Non-GAAP revenue per ton sold- Non-GAAP revenue per ton sold (FOB mine) is calculated as coal sales revenue less transportation revenues and demurrage, divided by tons sold. We believe revenue per ton sold (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)

Non-GAAP cash cost per ton sold - Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation and idle and other 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, and alternative mineral costs, which are more developmentally focused at the present time. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Cash cost 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 cost of sales under U.S. GAAP.

(In thousands)

30

Disclosures about market risk are included in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report.

As required by Rule 13a-15(b) of 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 our chief financial officer, who serves as our principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. 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 principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. However, based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this quarterly report as a result of the material weakness in internal control over financial reporting as described below.

Previously Reported Material Weakness

We previously identified a material weakness and concluded that our disclosure controls and procedures as of December 31, 2024, were not effective at the reasonable assurance level as a result of the material weakness in internal control over financial reporting disclosed below. The Company’s remediation plan for the material weakness in internal control over financial reporting is also discussed below.

Based on this evaluation, management identified a material weakness related to an insufficiency of appropriately qualified and trained professionals to perform certain control activities necessary to achieve our control objectives. The material weakness also resulted in incomplete or inadequate documentation related to accounting policies and procedures, inappropriate conclusions reached regarding non-routine accounting matters, and insufficient evidence of internal control activities. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management concluded that its internal control over financial reporting was ineffective as of December 31, 2024.

Remediation Plan

We have executed our plan for remediation to address the material weakness, which included assessing, redesigning, and implementing modifications of our internal controls, and the hiring of additional qualified accounting personnel, while supplementing internal resources with qualified external advisors as needed. While management has taken steps to address the root cause of the material weakness, we will not be able to fully remediate this material weakness until testing of the amended internal controls have demonstrated their operating effectiveness over a sustained period of financial reporting cycles.

Changes in Internal Control Over Financial Reporting

We have taken substantial steps toward improving our control environment by executing our remediation plan to address the material weakness, as described above. Except as described above, there were no significant changes in our internal control over financial reporting during our third quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

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.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition, cash flows, or future results of operations.

Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition, or future results. Except as set forth below, there have been no material changes in our risk factors from those described in our Annual Report.

Our growth prospects may be adversely affected by fluctuations in demand for, and prices of, rare earth elements and critical minerals.

Changes in the level of demand for, and the market price of (including taxes and other tariffs and fees imposed upon) rare earth elements and critical minerals could significantly affect our growth prospects, which depend in large part on our ability to successfully develop the Brook Mine into a producing mine. As is the case with any mining asset that is not yet in commercial production, there is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine. In particular, the prices for rare earth elements and critical minerals may fluctuate and are likely to be affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, inflation, fluctuation in the relative value of the U.S. dollar against foreign currencies, shipping and other transportation and logistics costs, global and regional supply and demand for rare earth minerals and products, potential industry trends and the political and economic conditions of countries that produce and procure rare earth elements and critical minerals. In addition, a future change in the U.S. federal administration could result in changing policies and priorities, including with respect to trade policy and tariffs, taxes and regulation generally, all of which may have a detrimental impact on the demand for rare earth elements and critical minerals and related products.

Furthermore, supply side factors may have a significant influence on price volatility for rare earth elements and critical minerals. Supply of rare earth elements and critical minerals is currently dominated by Chinese producers. The Chinese Central Government regulates production via export bans, quotas and looser environmental standards compared to other countries, and, to a lesser extent, regulation of imports, and has and may continue to change such export bans, production quotas, environmental standards, and import regulations. Over the past few years, there has been significant restructuring of the Chinese market in line with Chinese Central Government policy; however, periods of over-supply or speculative trading of rare earth elements and critical minerals can lead to significant fluctuations in the market price of such products. A prolonged or significant economic contraction in the U.S., China, or worldwide could put downward pressure on market prices of rare earth elements and critical minerals. Protracted periods of low prices for rare earth elements and critical minerals could significantly impact our growth prospects. Demand for rare earth elements and critical minerals may be impacted by demand for downstream products such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronics industries. By contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to rare earth elements and critical minerals supply and demand and ultimately to the broader markets. Strong rare earth elements and critical minerals prices may create economic pressure to identify or create alternate technologies that ultimately could depress long-term demand for rare earth minerals and products, and at the same time may incentivize development of competing mining properties.

Based on all of the above, we cannot provide assurance that mineralization can be mined or processed profitably.

We do not currently have rare earth elements or critical mineral reserves, and our growth prospects may be adversely affected if we are unable to successfully develop the Brook Mine into a commercial scale mine.

As described in the Brook Mine – Initial Assessment technical report summary for the Brook Mine prepared by Weir International, Inc. (September 17, 2025), our estimates of rare earth elements and critical minerals are reported as in-place inferred resources. Mineral resources 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 in the future. Rare earth elements and critical minerals is a new initiative for us and, as such, has required and will continue to require us to make significant investments to build out our rare earth element capabilities. As a new facet of our business, there are heightened risks and uncertainties, and there is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine. We have in the past pursued alternative strategies and initiatives outside the scope of our core metallurgical mining business that have not to date resulted in meaningful returns on our investment. We have little to no demonstrated track record of commercial, operational or financial success outside of our core business, and given the uncertainties associated with rare earth elements and critical minerals and the mining thereof, we cannot assure you that this initiative will be successful.

An increase in the global supply of rare earth element products, dumping, predatory pricing and other anti-competitive tactics taken by our competitors may materially and adversely affect our growth prospects and the price of our common stock.

The pricing of and demand for rare earth element products is affected by a number of factors beyond our control, including the global macroeconomic environment and the global supply and demand for products that use rare earth elements and critical minerals. China accounts for the significant majority of global rare earth element and critical mineral production and also dominates the manufacture of metals from rare earth elements, capabilities that are not currently present at scale in the U.S. Over the past few years, there has been significant restructuring of the Chinese rare earth element production industry, further centralizing control over production by state-owned enterprises. Chinese competitors may engage in predatory pricing or other behaviors designed to inhibit competition. Any increase in the amount of rare earth element products exported from China or other nations and increased competition may adversely affect our ability to develop Brook Mine into an economically feasible producing mine or, in the future, our ability to ultimately profitably recover and sell rare earth elements and critical minerals, which could adversely impact our growth prospects and the price of our common stock. As a result of these factors, we may not be able to compete effectively against current and future competitors.

Chinese competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities. Additionally, our Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs. If we are not able to achieve consistent product quality at our anticipated costs of production, then any strategic advantages that our competitors may have over us, including, without limitation, lower labor, compliance, and production costs, could have a material adverse effect on our growth prospects and the price of our common stock.

Consolidation of the rare earth elements and critical minerals industry may result in increased competition.

Some of our competitors have made, or may make, acquisitions or enter into partnerships or other strategic relationships to achieve competitive advantages. In addition, new entrants not currently considered competitors may enter our market through acquisitions, partnerships, or strategic relationships. We expect these trends to continue as demand for rare earth element materials increases. Industry consolidation may result in competitors with more compelling product offerings or greater pricing flexibility than we may have, or business practices that make it more difficult for us to compete effectively, including on the basis of price, sales, technology or supply. For example, in December 2021, China merged three state entities to establish the China Rare Earth Group Co. Ltd (“China Rare Earth Group”), that accounts for more than half of China’s heavy rare earths supplies. China Rare Earth Group has enhanced pricing power of key rare earths, such as dysprosium and terbium, which has brought changes to the global rare earth elements supply chain. These competitive pressures could have a material adverse effect on our growth prospects and the price of our common stock.

Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) 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. The recently enacted One Big Beautiful Bill Act of 2025 (the “OBBBA”) extends many of the policies first enacted in the TCJA and introduces new rules that will impact our business. OBBBA provides for the temporary 2.5% Advanced Manufacturing Production Credit for metallurgical coal. The tax credit for metallurgical coal production is scheduled to terminate after December 31, 2029, limiting our ability to benefit from this incentive to a short window beginning in 2026. Other key provisions of OBBBA include, but are not limited to, (i) restoration of 100% bonus depreciation for qualified property (e.g., machinery and equipment) acquired and placed in service after January 19, 2025, repealing the TCJA’s phase-down that began in 2023, and deduction of domestic research and experimental expenditures in the current period, (ii) new bonus depreciation election allowing the immediate expensing of 100% of the cost basis of “qualified production property” (e.g., manufacturing facilities placed in service in the United States), if construction commences after January 19, 2025, and before January 1, 2029, and the asset is placed in service before January 1, 2031, and (iii) favorable adjustments to the interest deduction rules by permanently restoring the pre-2022 deduction cap on interest expenses with respect to debt incurred in a trade or business to generally 30% of a taxpayer’s EBITDA (as opposed to 30% of EBIT, as required under prior law). The Inflation Reduction Act of 2022 (the “IRA”) added a variety of incentives to promote clean energy, many of which will be reduced or eliminated under the OBBBA. The IRA also added a new corporate alternative minimum tax of 15% on adjusted financial statement income and an excise tax on share buybacks, both of which remain in effect under the OBBBA. 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. 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.