RANGE IMPACT, INC. 8-K

What Happened
Range Impact, Inc. (RNGE) announced on May 31, 2026 that it entered several related transactions with Tacora Capital, LP and third parties. Key items: (1) a Stock Purchase Agreement under which Tacora may buy up to $10,000,000 of Range Impact common stock in 12 monthly installments beginning May 31, 2026; (2) a Loan Agreement in which Range Cumberland, LLC (an indirect subsidiary) may advance up to $4,000,000 to Cumberland Coal Corp. at a fixed 10% annual interest rate; and (3) a Subordination Agreement that makes Range Cumberland’s loan and security interest junior to a $25,000,000 “Senior Note” held by Tacora. Range Bluegrass Land, LLC (another subsidiary) also entered a letter agreement to pursue a potential joint venture to monetize certain mineral reserves, and became subject to a contingent obligation tied to a Contingent Performance Note (up to $25,000,000) issued by related third‑party obligors. The company issued a press release on June 3, 2026 announcing these transactions.

Key Details

• Stock purchase: Tacora Capital may purchase up to $10,000,000 of common stock in 12 consecutive monthly closings starting May 31, 2026; share price based on VWAP. Range Impact will use commercially reasonable efforts to file an S‑1 to register the shares (no guaranteed effectiveness date).
• Loan to Cumberland Coal: Range Cumberland can advance up to $4,000,000 via Draw Notes; interest is fixed at 10% per year with quarterly interest‑only payments; principal and accrued interest due May 31, 2031 (interest may be capitalized by borrower with notice).
• Subordination: Range Cumberland’s loan and security interest are subordinated to Tacora’s $25,000,000 Senior Note; no payments on the subordinated debt or collateral may be received until the Senior Indebtedness is paid in full.
• Contingent obligation and JV letter: Range Bluegrass is subject to contingent obligations under a Contingent Performance Note that could require payments up to $25,000,000 if certain sales produce a deficiency; parties agreed to work in good faith toward a joint venture to monetize the New Frontier Mineral Reserves.

Why It Matters

• Potential dilution: The Tacora stock purchase could dilute existing shareholders if and when shares are issued (up to $10M of common stock sold over 12 months), and registration is pending.
• Credit and priority risk: Range Impact’s subsidiary is extending credit ($4M) and has agreed to subordinate repayment and collateral to Tacora’s $25M claim, which increases recovery risk if the borrower’s assets are insufficient.
• Contingent liability: Range Bluegrass’s contingent obligation tied to the $25M performance note is an off‑balance‑sheet exposure that could create cash obligations if certain sales fail to fully satisfy the note.
• Strategic option: The JV letter aims to monetize mineral reserves, which could create value, but no binding joint venture or guaranteed proceeds are in place.

No management changes or earnings figures were reported in this filing.