Royal Energy Resources, Inc. signed a binding term sheet agreement to acquire Rhino GP LLC from Wexford Capital LP for $4.5 million on January 7, 2016. In a related transaction, Royal Energy Resources, Inc. signed a binding term sheet agreement to acquire 40% stake in Rhino Resource Partners LP from Wexford. The parties have agreed to negotiate definitive agreements no later than January 15, 2016. As on January 21, 2016, Royal Energy Resources, Inc. has agreed to purchase Rhino GP, LLC, and 9.45 subordinated units of Rhino from two holders thereof, for aggregate consideration of $1 million. Upon completion Royal Energy plan to replace the directors of Rhino GP affiliated with Wexford with its directors. The transaction is subject to all governmental, regulatory or third party consents. Eleazer Klein of Schulte Roth & Zabel LLP acted as legal advisor to Wexford Capital while Robert J. Mottern of Davis Gillett Mottern & Sims, LLC acted as legal advisor to Royal Energy Resources, Inc.

Royal Energy Resources, Inc. completed the acquisition of Rhino GP LLC from Wexford Capital LP on March 17, 2016.