{"url_path":"/sec/rnge/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1438943/0001493152-26-027049-index.html","accession_number":"0001493152-26-027049","cik":"0001438943","ticker":"RNGE","issuer_name":"RANGE IMPACT, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1438943/0001493152-26-027049-index.html","primary_entity_key":"0001438943","primary_entity_name":"RANGE IMPACT, INC."},"word_count":1129,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n*Stock\nPurchase Agreement*\n\n \n\nOn\nMay 31, 2026 (the “Effective Date”), the Company and Tacora Capital, LP, a Delaware limited liability company (“Tacora\nCapital”) entered into a Stock Purchase Agreement (“Purchase Agreement”) pursuant to which Tacora Capital agreed to\npurchase up to Ten Million Dollars ($10,000,000) of the Company’s common stock in twelve consecutive monthly installments commencing\non the Effective Date based on a volume weighted average price.\n\n \n\nThe\nPurchase Agreement contains the customary representations, warranties, indemnification rights and obligations of the parties in\nagreements of this type, including that the Company will use commercially reasonable efforts to file a registration statement on\nForm S-1 under the Securities Act of 1933, as amended (the “Securities Act”), to register the Shares as soon as\nreasonably practicable, but in any event no later than the sixth-month anniversary of the Twelfth Closing Date (as defined in the Purchase Agreement). The Company is not\nobligated to cause the Registration Statement to be declared effective by any specific date, and any time periods for effectiveness\nshall be subject to the Company’s compliance with applicable law and the rules and guidance of the Securities and Exchange\nCommission.\n\n \n\nThe foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the\nfull text of the form of the Purchase Agreement attached hereto as Exhibit 10.1.\n\n \n\n*Loan\nAgreement*\n\n \n\nOn\nMay 31, 2026, Range Cumberland, LLC, a wholly owned indirect subsidiary of the Company (“Range Cumberland”), and Cumberland\nCoal Corp. (the “Borrower”) entered into a Loan Agreement (“Loan Agreement”) pursuant to which Range Cumberland\nagreed to make advances of up to Four Million Dollars ($4,000,000) (the “Loan”) to the Borrower pursuant to Draw Notes, a\nform of which is attached as an exhibit to the Loan Agreement. The Loan is secured by certain collateral provided by the Borrower pursuant\nto the Security Agreement attached as an exhibit to the Loan Agreement (the “Range Cumberland Security Interest”), and bears\ninterest at a fixed rate of 10% per annum with quarterly interest-only payments. On written notice to Range Cumberland at least ten days\nprior to the date any interest payment is due, Borrower may elect that any accrued and unpaid interest on the outstanding principal balance\nof a Draw Note not be payable and to have such interest capitalized and added to the outstanding principal balance of such note. Principal\nand all accrued and unpaid interest is due the earlier of May 31, 2031 or upon acceleration of the Note upon an Event of Default as defined\nin the Loan Agreement.\n\n \n\nThe\nLoan Agreement contains the customary representations, warranties, covenants, indemnification rights as well as other terms typical for\nagreements of this nature.\n\n \n\nThe\nforegoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the form of the Loan Agreement and the attached Form Draw Note and Security Agreement attached hereto as Exhibit 10.2.\n\n \n\n \n\n \n\n \n\n*Subordination\nAgreement*\n\n \n\nOn\nMay 31, 2026, in connection with the Loan Agreement and a certain Contingent Performance Note, dated as of May 31, 2026 (the “Senior\nNote”), issued by CCH, the Series, Cumberland Coal Corp, jointly and severally (collectively, the “Senior Note Borrowers”),\nin the principal amount of $25 Million in favor of Tacora Capital (the “Senior Indebtedness”), Range Cumberland entered into\na Subordination Agreement with Tacora Capital and Cumberland Coal Corp. (the “Subordination Agreement”) pursuant to which\nRange Cumberland (the “Subordinated Creditor”) agreed to (i) subordinate the indebtedness of Cumberland Coal Corp. as evidenced\nby the Loan Agreement referenced above (“Subordinated Indebtedness”) to the Senior Indebtedness according to the terms and\nconditions of the Subordination Agreement and (ii) subordinate the Range Cumberland Security Interest granted under the Security Agreement\nentered into in connection with the Loan referenced above to all of the rights of Tacora Capital to payment under the Senior Note. Under\nthe terms of the Subordination Agreement, Range Cumberland has agreed that, until the Senior Indebtedness has been paid in full, (i)\nno payments of principal, interest, or other amounts in respect of the Subordinated Indebtedness may be received by Range Cumberland\nprior to the payment in full of all of the Senior Indebtedness and (ii) all collateral described in the Security Agreement shall be subordinated\nand made junior and inferior in all respects to the rights of Tacora Capital to receive payment of the Senior Indebtedness in full, regardless\nof whether such rights are unsecured.\n\n \n\nIn addition to the above provisions, the\nSubordination Agreement contains customary representations, warranties, covenants, and indemnification provisions, as well as other terms\ntypical for agreements of this nature.\n\n \n\nThe\nforegoing description of the Subordination Agreement does not purport to be complete and is qualified in its entirety by reference to\nthe full text of the Subordination Agreement, a copy of which the Company is attached hereto as Exhibit 10.3.\n\n \n\n*Range Bluegrass Letter Agreement*\n\n \n\nOn May 31, 2026, Range Bluegrass Land, LLC (“Range\nBluegrass”), a wholly-owned indirect subsidiary of Range Impact, Inc. (the “Company”) entered into a letter agreement\n(the “Letter Agreement”) with Tacora Capital, LP, a Delaware limited liability company (“Tacora Capital”) pursuant\nto which Range Bluegrass and Tacora Capital have agreed to work in good faith towards the creation of a joint venture arrangement with\nrespect to monetization of certain unpermitted mineral reserve property located at the Premier Elkhorn mine complex in Kentucky owned\nby Range Bluegrass (the “New Frontier Mineral Reserves”). The parties further acknowledged that they were entering into the\nLetter Agreement in connection with: (i) Tacora Capital’s agreement to purchase Ten Million Dollars ($10,000,000) of the Company’s\ncommon stock; (ii) Tacora Capital’s sale of all of its equity in Cumberland Coal Investments, LLC, a Delaware limited liability\ncompany (“CCI”), and certain affiliated limited liability companies (collectively, “Series”), which own 100%\nof the common stock of Cumberland Coal Corporation, a surface and underground mining operator with locations in Kentucky and Virgina\n(“Cumberland Coal Corp.”) to Cumberland Coal Holdings, LLC, an Ohio limited liability company (“CCH”), pursuant\nto a Membership Interest Transfer Agreement; and (iii) an agreement by Range Cumberland, LLC, a wholly-owned indirect subsidiary of the\nCompany, agreed to lend Cumberland Coal Corporation up to Four Million Dollars ($4,000,000) in connection with the reclamation and remediation\nof the New Frontier Mineral Reserves. None of CCI, the Series, Cumberland Coal Corp., or CCH are affiliated with the Company or any of\nits subsidiaries.\n\n \n\nThe Letter Agreement contains the customary\nprovisions found in agreements of this type. The foregoing description of the Letter Agreement does not purport to be complete and is\nqualified in its entirety by reference to the full text of the form of the Purchase Agreement attached hereto as Exhibit 10.4."}