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UNITED STATES Washington, D.C. 20549 | ||
FORM
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CURRENT
REPORT
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Date of report (date of earliest event
reported):
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
Coronado Curragh Pty Ltd (“Coronado Curragh”), a wholly-owned subsidiary of Coronado Global Resources Inc. (the “Company”), is a party to the Amended Coal Supply Agreement, dated as of November 6, 2009, as amended (the “ACSA”), with Stanwell Corporation Limited (“Stanwell”). Under the ACSA, Coronado Curragh is required to deliver up to 3.5 million metric tons per annum (“MMtpa”) of thermal coal to Stanwell at an agreed price and quantity, and Stanwell also receives a tonnage rebate as set forth in the ACSA. On July 12, 2019, Coronado Curragh and Stanwell entered into a New Coal Supply Agreement (the “NCSA”). At the expiration of the ACSA, which is expected to occur in 2027, the NCSA will govern the supply of thermal coal to Stanwell for an expected term of ten years thereafter. Under the NCSA, Coronado Curragh is required to deliver up to 2.2 MMtpa of thermal coal to Stanwell at an agreed price and quantity, but is not required to pay Stanwell a tonnage rebate.
On June 9, 2025 (June 10, 2025 in Australia), Coronado Curragh and Stanwell entered into a Deed of Amendment (the “Amendment”) that, among other matters, amends the terms of the NCSA. Pursuant to the terms of the Amendment, Stanwell has agreed, subject to certain conditions, to waive payment of the rebates owed by Coronado Curragh under the ACSA (with an estimated value of approximately $75 million based on current prices) between April 1, 2025 and December 31, 2025 (the “Rebate Period,” and such waived rebate amount, as calculated under the ACSA, the “Rebate Amount”). After the Rebate Period, the rebates under the ACSA will continue pursuant to the terms of the ACSA and until expiration of the ACSA. In addition, the Amendment amends the NCSA to provide for a prepayment of approximately $75 million (the “Prepayment Amount” and, together with the Rebate Amount, the “RRP Balance”) by Stanwell to Coronado Curragh in exchange for optional access to an additional 800,000 metric tons of thermal coal per annum (“Mtpa”) for the five-year period from the commencement of supply under the NCSA in 2027 (the “Prepayment Term”) at Stanwell’s election. The additional 800,000 Mtpa of thermal coal that may be delivered pursuant to the Amendment will be priced at a fixed forward curve that is higher than the current spot price with respect to up to 400,000 Mtpa and fully exposed to the prevailing market price with respect to up to 400,000 Mtpa. Subject to the terms of the Amendment, the RRP Balance, including an effective 13% per annum rate of interest on the applicable RRP Balance, will be settled by way of physical delivery of an equivalent value of coal over the Prepayment Term (with the value of that coal to be determined in accordance with a pricing mechanism as set forth in the Amendment).
| Item 7.01. | Regulation FD Disclosure. |
On June 9, 2025 (June 10, 2025 in Australia), the Company lodged an announcement with the Australian Securities Exchange announcing the terms of the Amendment with Stanwell. A copy of the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, unless such subsequent filing specifically references this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Announcement Regarding Deed of Amendment. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Coronado Global Resources Inc. | ||
| By: | /s/ Douglas G. Thompson | |
| Name: | Douglas G. Thompson | |
| Title: | Chief Executive Officer | |
| Date: | June 9, 2025 | |
Exhibit 99.1

ASX Announcement
10 June 2025
Coronado secures up to US$150M additional liquidity from Stanwell for additional coal supply
Coronado Global Resources Inc. (“Coronado”, the “Company” ASX: CRN) today announces that the Company and Stanwell Corporation Ltd (“Stanwell”) concluded an agreement whereby Stanwell will provide up to US$150 million of near-term liquidity to Coronado, in exchange for thermal coal supply of up to 800,000tpa over a five-year period commencing in 2027.
This transaction, in addition to the recently announced US$150 million ABL refinancing, provides up to US$300 million in additional liquidity to Coronado.
Highlights
| · | This transaction provides Stanwell with optionality over additional coal supply for its power generation needs, thereby supporting secure Queensland energy supply and jobs |
| · | Up to US$150 million additional near-term liquidity comprising: |
| ■ | a US$75 million prepayment and | |
| ■ | a rebate waiver and deferral from April to December 2025, which is expected to provide ~US$75 million at current pricesi. | |
| ■ | the additional liquidity bears 13% p.a. interest and will be settled by physical coal delivery starting in 2027 over five years. |
| · | Under the agreement, Coronado will supply Stanwell up to 800,000 tpa of thermal coal for five years starting in 2027: |
| ■ | 400,000 tpa will be fully exposed to the prevailing market price | |
| ■ | 400,000 tpa will be priced at a fixed forward curve that is higher than the current spot price |
| · | As a result, over the five-year supply period, 60% of the 1mtpa tonnes previously reported to become available for export, will be fully exposed to market prices. |
| · | After 2032, all additional tonnes are expected to be available for export at market prices in line with what was previously reported. |
Under the terms of the 2018 New Coal Supply Agreement (“NCSA”) between Coronado and Stanwell, Stanwell’s entitlement to thermal coal at deeply discounted, fixed prices will reduce from up to 3.5 mtpa to up to 2.2 mpta in 2027. Accordingly, under the NCSA, approximately 1.3 mtpa of thermal coal becomes available in 2027 for export at market prices. In addition, the rebate payable by Coronado to Stanwell will also cease and the fixed price paid by Stanwell for the remaining 2.2 mtpa will increase.
Under the new arrangement with Stanwell announced today, up to 800,000 tpa of the 1.3 mtpa described above will be supplied to Stanwell for the 5-year period commencing in 2027. This is expected to result in significantly lower costs, improved margins and cash generation for Coronado. At current prices this is expected to amount to approximately US$150 million in incremental annual cash flow commencing in 2027.
The combination of this transaction, the recently announced ABL refinancing, our expansion projects at Mammoth and Buchanan that are ramping up in the second half of this year and US$100M in cost saving initiatives underway are expected to materially improve the company’s liquidity position to withstand the current low metallurgical coal price environment.
| Coronado Global Resources Inc. | Level 33, Central Plaza One, 345 Queen Street |
| ARBN: 628 199 468 | Brisbane QLD 4000 |
| T: +61 7 3031 7777 | F: +61 7 3229 7402 | |
| www.coronadoglobal.com |
Chief Executive Officer, Douglas Thompson, said:
“We expect that the additional liquidity, together with the confidence in production delivery and ongoing management actions to reduce cost and capital expenditure, puts Coronado in an improved position to weather the current, prolonged low-price environment and preserve the inherent value of our long-life, high quality metallurgical coal assets. We believe this arrangement strikes the right balance between funding the company’s near-term requirements while protecting stakeholder interests at a time when our share price does not reflect the intrinsic value of the Company. Stanwell is a key business partner to Coronado, and we look forward to continuing our mutually beneficial long-term relationship.”
We continue to proactively consider all available options to ensure our liquidity position is adequate for a prolonged market downturn and have the appropriate capital structure, including continuing with our disciplined approach to capital expenditure and ongoing cost management initiatives.
This announcement was authorised for release in accordance with the Disclosure Policy of Coronado Global Resources Inc.
For further information, please contact:
| Investors | Media |
| Chantelle Essa | Helen McCombie |
| Investor Relations | Sodali &Co |
| P: +61 477 949 261 | P: +61 411 756 248 |
| E: [email protected] | E: [email protected] |
| E: [email protected] |
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements concerning our business, operations, financial performance and condition, the coal, steel and other industries, and our plans, objectives and expectations for our business, operations, financial performance and condition. Forward-looking statements may be identified by words such as "may", "could", "believes", "estimates", "expects", "intends", “plans”, "considers", “forecasts”, “anticipates”, “targets” and other similar words that involve risk and uncertainties. Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, cost savings, capital expenditures, dividend payments, share repurchases, liquidity, capital structure, including the proposed refinancing and/or replacement of our ABL Facility, market share, industry volume, or other financial items, descriptions of management’s plans or objectives for future operations, risk inherent to mining operations, such as adverse weather conditions, or descriptions or assumptions underlying any of the above. All forward-looking statements speak only as of the date they are made and reflect the Company's good faith beliefs, assumptions and expectations, but they are not a guarantee of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the Company's control, that are described in our Annual Report on Form 10-K for the fiscal year ended 31 December 2024 filed with the ASX and SEC on 20 February 2025 (AEST), as well as additional factors we may describe from time to time in other filings with the ASX and SEC. You may get such filings for free at our website at www.coronadoglobal.com. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
i Each month’s rebate recoupment and deferral are subject to Coronado meeting its financial covenants under the new ABL and maintaining a cash balance of between US$50 million and US$100 million between now and December 2025.