ITEM 1.01 Entry into a Material Definitive Agreement.

On September 30, 2016, Rhino Resource Partners LP (the “Partnership”) entered into an equity exchange agreement (the “Agreement”) with Royal Energy Resources, Inc. (“Royal”), Rhino Resource Partners Holdings, LLC (“Rhino Holdings”), an entity wholly-owned by certain investment partnerships managed by Yorktown Partners LLC (“Yorktown”), and Rhino GP LLC (“Rhino GP”), the general partner of the Partnership.

Investment partnerships managed by Yorktown own substantially all of the outstanding common stock of Armstrong Energy, Inc. (“Armstrong Energy”), a coal producing company with mines located in the Illinois Basin in western Kentucky. The Agreement contemplates that prior to the closing of the transactions contemplated by the Agreement (the “Closing”), Yorktown will contribute its shares of common stock of Armstrong Energy to Rhino Holdings. At the Closing, Rhino Holdings will contribute those shares to the Partnership in exchange for 10 million newly issued common units of the Partnership. The Agreement also contemplates that Rhino GP, currently owned and controlled by Royal, will transfer a 50% ownership of Rhino GP to Rhino Holdings in connection with the issuance of the common units of the Partnership for the common stock of Armstrong Energy.

The Closing is conditioned upon (i) the current bondholders of Armstrong Energy agreeing to restructure their bonds and (ii) the Partnership refinancing its current revolving credit agreement with funds from an equity investment into the Partnership to be arranged by Rhino Holdings. The Agreement is also subject to other standard closing conditions and required approvals.

The Agreement contains customary covenants, representations and warranties and indemnification obligations for breaches of, or the inaccuracy of representations or warranties or breaches of covenants contained in, the Agreement and associated agreements. The Partnership has also agreed to enter into a Registration Rights Agreement with Rhino Holdings that provides Rhino Holdings with the right to demand two shelf registration statements and registration statements on Form S-1, as well as piggyback registration rights.

The Agreement may be terminated by the mutual written consent of the Partnership and Rhino Holdings or by either the Partnership or Holdings if: (i) the Closing has not occurred on or before December 31, 2016 (unless the Closing is as a result of such terminating party’s inability or failure to satisfy the conditions to the Closing or if the non-terminating party has filed an action seeking specific performance); (ii) a law or order issued by a governmental authority prevents the Closing from occurring (unless such law or order resulted from such party’s failure to perform its obligations under the Agreement); (iii) the board of directors of Rhino GP fails to approve the transactions or transaction documents contemplated by the Agreement; or (iv) the lenders of the Partnership’s credit facility fail to approve the transactions and transaction documents contemplated by the Agreement.

The parties anticipate the Agreement will be consummated on or before December 31, 2016.