Rhino Resource Holdings LLC and Royal Energy Resources, Inc. (OTCPK:ROYE) signed a binding term sheet agreement to acquire 40% stake in Rhino Resource Partners LP from Wexford Capital LLC and Wexford Rhino Partners, L.P. on January 7, 2016. Under the terms, Royal Energy will acquire 6.8 million issued and outstanding common units and 9.5 million issued and outstanding subordinated units. In a related transaction, Royal Energy Resources, Inc. signed a binding term sheet agreement to acquire Rhino GP LLC. Pursuant to the term sheet, Royal and Wexford have agreed to negotiate definitive agreements to finalize the contemplated transaction no later than January 15, 2016. Rhino Resource Holdings LLC and Royal Energy Resources, Inc. (OTCPK:ROYE) signed the agreement to acquire 40.01% stake in Rhino Resource Partners LP for $3.5 million on January 21, 2016. The transaction is subject to third party approvals, regulatory approval and execution of escrow agreement. Davis Gillett Mottern & Sims, LLC acted as escrow agent in the transaction. Eleazer Klein of Schulte Roth & Zabel LLP acted as legal advisor for Wexford Capital and Robert J. Mottern of Davis Gillett Mottern & Sims, LLC acted as legal advisor for Royal Energy Resources, Inc.

Rhino Resource Holdings LLC and Royal Energy Resources, Inc. (OTCPK:ROYE) completed the acquisition of 40% stake in Rhino Resource Partners LP from Wexford Capital LLC and Wexford Rhino Partners, L.P. on January 21, 2016.