Royal Energy Resources Completes Initial Transaction to Acquire Control of Rhino Resource Partners, LP

On January 21, 2016 Royal Energy Resources, Inc. entered into a Securities Purchase Agreement (the "Purchase Agreement") with Wexford Capital, LP, and certain of its affiliates (collectively, "Wexford"), under which Royal agreed to purchase, and Wexford agreed to sell, a controlling interest in Rhino Resource Partners, LP ("Rhino") (OTCQB: RHNO) in two separate transactions. Pursuant to the Purchase Agreement, Royal purchased 6,769,112 Common Units of Rhino from three holders for total consideration of $3,500,000.

The Common Units purchased by Royal represent approximately 40.0% of the issued and outstanding Common Units of Rhino, and 23.1% of the total outstanding Common Units and Subordinated Units. The Subordinated Units are convertible into Common Units on a one for one basis upon the occurrence of certain conditions.

At a second closing, to be held upon the satisfaction or waiver of certain conditions, but no later than sixty days after January 21, 2016, Royal has agreed to purchase Rhino GP, LLC, and 9,455,252 Subordinated Units of Rhino from two holders thereof, for aggregate consideration of $1,000,000. The Subordinated Units to be purchased by Royal represent approximately 76.5% of the issued and outstanding Subordinated Units of Rhino, and when combined with the Common Units already owned by Royal, will result in Royal owning approximately 55.4% of the outstanding Units of Rhino. Rhino GP, LLC is the general partner of Rhino, and in that capacity controls Rhino.

William Tuorto, Royal's Chairman and Chief Executive Officer commented, "We are extremely pleased with our investment in Rhino, a company with significant value assets, as compared to its current debt position. We are currently working with Rhino's management to optimize its assets and operations for current market conditions. Our goal, ultimately, is to increase Rhino's profitability and resume distributions to the unit-holders."

Source: Royal Energy Resources, Inc.
Date: Jan 25, 2016