8-K: Range Impact Subsidiary Secures $775,000 Advisory Fee for Ramp Run Mine Sale, Highlighting Related-Party Dealings

Range Impact, Inc.'s wholly-owned subsidiary, Range Sky View Land LLC, has entered into a Transaction Advisory Agreement to provide services for the sale of the Ramp Run Mine, with a contingent advisory fee of $775,000, involving significant related-party relationships.

Summary

• Range Sky View Land LLC, a wholly-owned subsidiary of Range Impact, Inc. (the "Company"), entered into a Transaction Advisory Agreement (Advisory Agreement) on May 30, 2025.
• The agreement is with AppleAtcha Land, LLC and WV Reclaim Co, LLC.
• Range Sky will provide transition advisory services for the sale of the Ramp Run Mine, which includes approximately 424.80 acres of surface interests, 3,773.60 acres of mineral interests, and three related mining permits.
• The total advisory fee is $775,000, with AppleAtcha responsible for $750,000 and WV Reclaim for $25,000.
• The Advisory Fee is contingent and payable only upon the closing of the sale of the Ramp Run Mine to a third-party purchaser (the Payment Condition).
• The agreement can be terminated by any party, but Range Sky would still be entitled to the fee if the Payment Condition is met within 120 days after termination by AppleAtcha and WV Reclaim.
• The transaction involves significant related parties: AppleAtcha is 80%-owned by an entity tied to Joseph E. LoConti (Range Impact's largest shareholder), and 20%-owned by an entity owned by Michael Cavanaugh (Range Impact's CEO and director). LoConti and Cavanaugh also manage Fola Holding and AppleAtcha.
• Joseph E. LoConti indirectly owns approximately 9% of Continental Heritage Insurance Company, which issued the $1,244,560 reclamation bonds associated with the Ramp Run Mine.

Sentiment

Score: 6

Explanation: The agreement presents a clear potential for revenue generation for Range Impact, aligning with its business model. However, the contingency of the fee and the significant related-party involvement introduce elements of uncertainty and potential governance scrutiny, preventing a higher positive score.

Positives

• Potential for Range Sky View Land LLC to earn a significant advisory fee of $775,000, leveraging its expertise in restructuring and selling mine properties.
• The agreement aligns with Range Impact's stated business focus on acquiring, reclaiming, and repurposing mine land in Appalachia.

Negatives

• The $775,000 advisory fee is contingent upon the successful sale of the Ramp Run Mine to a third party, meaning it is not guaranteed revenue.
• The extensive involvement of related parties (largest shareholder and CEO) in the counter-parties to the agreement could raise corporate governance concerns and potential conflicts of interest.

Risks

• The primary risk is the Payment Condition: the advisory fee is only due and payable if the Ramp Run Mine is successfully sold to a third-party purchaser, which is not guaranteed.
• The agreement contains forward-looking statements that are subject to risks and uncertainties, and actual outcomes may differ materially.
• The significant related-party nature of the transaction could expose the Company to increased scrutiny from investors and regulatory bodies regarding corporate governance and fairness of terms.

Future Outlook

The realization of the $775,000 advisory fee is contingent on the future sale of the Ramp Run Mine to a third-party purchaser. The Company disclaims any obligation to update or alter its forward-looking statements.

Management Comments

• "Portions of this Current Report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties."
• "Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors."
• "The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise."

Industry Context

This agreement positions Range Impact, through its subsidiary, as a key player in the reclamation and repurposing of mine lands in the Appalachia region. It demonstrates the company's strategy to leverage its expertise in managing and monetizing underperforming mining assets, which is a growing niche within the broader environmental and land management sectors.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• AppleAtcha Land, LLC, a party to the Advisory Agreement, is a wholly-owned subsidiary of Fola Landholding, LLC (Fola Holding).
• Fola Holding is 80%-owned by Tower IV, LLC, an investment entity owned by the daughters of Joseph E. LoConti, who is Range Impact, Inc.'s largest shareholder.
• Devica Capital, LLC owns the remaining 20% of AppleAtcha, and Michael Cavanaugh, Range Impact's Chief Executive Officer and a member of its board of directors, owns 100% of Devica.
• Joseph E. LoConti and Michael Cavanaugh are managers of both Fola Holding and AppleAtcha.
• Joseph E. LoConti also indirectly owns approximately 9% of Continental Heritage Insurance Company, which issued the reclamation bonds associated with the Ramp Run Mine.

Stakeholder Impact

• Shareholders: Potential for increased revenue if the contingent advisory fee is realized, but also potential concerns regarding corporate governance due to the extensive related-party transactions.
• Management: Michael Cavanaugh (CEO) and Joseph E. LoConti (largest shareholder) are directly involved in the related parties, which could lead to perceived or actual conflicts of interest.
• Customers/Partners (AppleAtcha, WV Reclaim): They benefit from Range Sky's advisory services to facilitate the sale of their assets.

Next Steps

• The primary next step is the successful sale of the Ramp Run Mine (Ramp Run Property and Ramp Run Permits) to a third-party purchaser, which would trigger the payment of the advisory fee to Range Sky View Land LLC.

Key Dates

Recommendation

Keywords

Range Impact, SEC filing, 8-K, Transaction Advisory Agreement, Ramp Run Mine, Mine land reclamation, Appalachia, Advisory services, Contingent fee, Related party transaction, Corporate governance, Mineral interests, Surface interests, Mining permits, Reclamation bonds