Warrior Met Coal Announces Launch of Consent Solicitation Relating to its 8.00% Senior Secured Notes Due 2024

BROOKWOOD, Ala.–(BUSINESS WIRE)–Warrior Met Coal, Inc. (NYSE:HCC) (“Warrior” or the “Company”) today
announced the commencement of a consent solicitation (the “Consent
Solicitation”) with respect to its $350.0 million aggregate principal
amount of 8.00% Senior Secured Notes due 2024 (the “Existing Notes”),
seeking the consent (“Consents”) of the holders of the Existing Notes
outstanding as of the record date of February 23, 2018 to amend (the
“Proposed Amendment”) the limitation on the restricted payments covenant
in the indenture governing the Existing Notes (the “Indenture”) to allow
the Company to make dividend or distribution payments to its equity
holders that are declared on or prior to May 15, 2018, in an amount not
to exceed $350.0 million and without having to comply with the
“Restricted Payment Offer” requirements of the Indenture, provided that
the Company (A) can satisfy the leverage ratio requirement applicable to
the existing unlimited restricted payment “basket” in the Indenture and
(B) does not fund such dividend or distribution payments with the
proceeds of contemporaneous borrowings under the Company’s asset-based
revolving credit facility, and subject to other terms and conditions
described in the consent solicitation statement, dated as of February
26, 2018 (as may be amended or supplemented from time to time, the
“Consent Solicitation Statement”) and the accompanying consent letter.

The Consent Solicitation will expire at 5:00 p.m., New York City time,
on March 2, 2018, unless extended, terminated or abandoned (the
“Expiration Date”). The Company reserves the right to terminate, abandon
or extend the Consent Solicitation in its sole discretion, subject to
applicable law and the terms of the Indenture.

The Consent Solicitation is being made concurrently with, and is
conditioned upon, among other things, the consummation of, the
previously announced proposed offering (the “Proposed Offering”) of an
additional $125.0 million in aggregate principal amount of new 8.00%
Senior Secured Notes due 2024 (the “New Notes” and, together with the
Existing Notes, the “Notes”), which conditions are subject to waiver by
the Company in its sole discretion, subject to applicable law and the
terms of the Indenture. In order to effect the Proposed Amendment, the
Company must obtain consents from at least a majority of the aggregate
principal amount of Notes outstanding (the “Requisite Consents”), which
will include the $125.0 million of New Notes to the extent the Proposed
Offering and the related issuance of the New Notes is completed prior to
the Expiration Date. By participating in the Proposed Offering, the
purchasers of the New Notes will be deemed to consent to the Proposed
Amendment and, as such, if $125.0 million of New Notes are issued prior
to the Expiration Date, further consents from holders of more than
$112.5 million in aggregate principal amount of Existing Notes would be
required in order for the Company to achieve the consents required to
effect the Proposed Amendment. Furthermore, as of the date hereof, the
Company has received non-binding indications of intent from holders of
approximately $94.0 million in aggregate principal amount of the
Existing Notes (the “Initial Consenting Holders”), in connection with
which such Initial Consenting Holders are expected to deliver consents
to the Proposed Amendment with respect to such aggregate principal
amount of Existing Notes. Assuming $125.0 million of New Notes are
issued, as of the date hereof, non-binding indications of intent,
together with deemed consents relating to the New Notes, represent
expected consents from approximately 46% in aggregate principal amount
of the New Notes and Existing Notes, taken together.

On the terms and subject to the conditions set forth in the Consent
Solicitation Statement, if the Company receives the Requisite Consents
and the supplemental indenture effecting the Proposed Amendment (the
“Supplemental Indenture”) is executed and delivered, the Company will
pay a consent fee equal to $10.00 per $1,000 in principal amount of
Existing Notes for which Consents are validly delivered and not revoked
on or before the earlier of the Expiration Date and the date of the
Supplemental Indenture. No consideration is being offered to the
purchasers of the New Notes for their consents to the Proposed Amendment.

Consents to the Proposed Amendment to the Indenture may be revoked by
holders of Existing Notes (as to the Existing Notes only) at any time
prior to the earlier of the Expiration Date and the date of the
Supplemental Indenture.

This press release is not a solicitation of Consents with respect to any
Notes and does not set forth all of the terms and conditions of the
Consent Solicitation. Holders of the Existing Notes should carefully
read the Consent Solicitation Statement and the accompanying consent
letter before any decision is made with respect to the Consent
Solicitation.

In addition, this press release is neither an offer to sell nor a
solicitation of an offer to buy any of the New Notes or any other
securities and shall not constitute an offer, solicitation or sale in
any state or jurisdiction in which such offer, solicitation or sale is
unlawful.

Any inquiries regarding the Consent Solicitation may be directed to D.F.
King & Co., Inc., the Information, Tabulation and Paying Agent for the
Consent Solicitation, at (212) 269-5550 (collect) or (800) 341-6292
(toll free), or to the following solicitation agents for the Consent
Solicitation: Goldman Sachs & Co. LLC, at (212) 902-6941 (collect) or
(800) 828-3182 (toll free) and Credit Suisse Securities (USA) LLC, at
(212) 538-1862 (collect) or (800) 820-1653 (toll free).

About Warrior Met Coal

Warrior Met Coal is a large scale, low-cost U.S. based producer and
exporter of premium HCC, operating highly efficient longwall operations
in its underground mines located in Alabama. The HCC that Warrior
produces from the Blue Creek coal seam contains very low sulfur and has
strong coking properties and is of a similar quality to coal referred to
as the premium HCC produced in Australia. The premium nature of
Warrior’s HCC makes it ideally suited as a base feed coal for steel
makers and results in price realizations near the Australian LV Index.
Warrior sells all of its met coal production to steel producers in
Europe, South America and Asia. For more information about Warrior Met
Coal, please visit www.warriormetcoal.com.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, included in this
press release that address activities, events or developments that the
Company expects, believes or anticipates will or may occur in the future
are forward-looking statements. The words “believe,” “expect,”
“anticipate,” “plan,” “intend,” “estimate,” “project,” “target,”
“foresee,” “should,” “would,” “could,” “potential,” or other similar
expressions are intended to identify forward-looking statements.
However, the absence of these words does not mean that the statements
are not forward-looking. These forward-looking statements represent
management’s good faith expectations, projections, guidance or beliefs
concerning future events, and it is possible that the results described
in this press release will not be achieved. Specifically, the Company
cannot assure you that the proposed transactions described above,
including the successful completion of the Consent Solicitation, will be
consummated on the terms the Company currently contemplates, if at all.
Information concerning these and other factors can be found in the
Company’s filings with the U.S. Securities and Exchange Commission
(“SEC”), including its Annual Report on Form 10-K for the year ended
December 31, 2017 and other reports filed from time to time with the
SEC. The Company’s filings with the SEC are available on the SEC's
website at www.sec.gov.

Any forward-looking statement speaks only as of the date on which it
is made, and, except as required by law, the Company does not undertake
any obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. New
factors emerge from time to time, and it is not possible for the Company
to predict all such factors.

Contacts

Warrior Met Coal, Inc.
For Investors:
Dale W. Boyles,
205-554-6129
[email protected]
or
For
Media:
William Stanhouse, 205-554-6131
[email protected]