UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): September 23, 2019

~~Date~~Royal ofEnergy ~~Report~~Resources, Inc. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~September~~in 6,its ~~2019~~charter)

Royal Energy Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

000-52547

(Commission

File Number)

11-3480036

(IRS Employer

Identification No.)

56 Broad Street, Suite 2

Charleston, South Carolina 29401 (Address of principal executive office) (Zip Code)

(~~Address~~843) of900-7693 (Registrants’ ~~principal~~telephone ~~executive~~number, ~~office)~~including ~~(Zip~~area ~~Code~~code)

(843) 900-7693

(Registrants’ telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~[ ]~~Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the Exchange Act ~~(17 CFR 240.14a-12)~~:

~~[ ] Pre-commencement~~Title ~~communications~~of ~~pursuant~~each toclass ~~Rule~~Trading ~~14d-2(b)~~Symbol ~~under~~Name ~~the~~of ~~Exchange~~each ~~Act~~exchange ~~(17~~on ~~CFR~~which ~~240.14d-2(b))~~registered None None None

~~[ ]~~Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~13e~~12b-~~4(c~~2 of this chapter)).

~~Item~~Emerging ~~1.01~~growth ~~Entry~~company ~~into a Material Definitive Agreement~~[ ]

~~Pennyrile~~If ~~APA~~an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

OnItem September 6, 2019, Rhino Energy LLC (“Rhino Energy”), Pennyrile Energy LLC (“Pennyrile LLC”), CAM Mining LLC, Castle Valley Mining LLC and Rhino Services LLC (collectively, the “Sellers”), Rhino Resource Partners, LP (the “Partnership”), and Alliance Coal (“Buyer”) and Alliance Resource Partners, L8.P.01 ~~(“Buyer~~Other Parent”) entered into an Asset Purchase Agreement (the “Pennyrile APA”) pursuant to which Sellers agreed to sell to Buyer all of the real property, permits, equipment and inventory and certain other assets associated with the Pennyrile Mine Complex in exchange for approximately $3Events.~~7 million, subject to certain adjustments.~~

~~Pursuant~~As topreviously ~~the Pennyrile APA~~reported, ~~Sellers~~on ~~retain~~May ~~liability~~3, ~~for~~2019, ~~certain~~Royal ~~employee~~Energy ~~claims~~Resources, ~~subsidence~~Inc. ~~claims arising from pre-closing mining operations~~(“Royal”), ~~MSHA~~Rhino ~~liabilities~~GP ~~and~~LLC ~~certain~~(“Rhino ~~other~~GP”), which ~~matters.~~is ~~The~~100% ~~Pennyrile~~owned ~~APA~~by ~~also~~Royal, ~~provides~~and ~~that~~Rhino ~~Buyer~~Resource ~~shall~~Partners ~~have~~LP (the ~~right~~“Partnership”), toof ~~conduct diligence~~which onRhino ~~the~~GP ~~Pennyrile~~is ~~Mine~~the ~~Complex~~general partner, ~~and~~filed ~~may~~a ~~contest~~complaint in the ~~fair~~Court ~~market value~~ of ~~the~~Chancery ~~purchased~~in ~~assets or~~ the ~~estimate~~State of ~~the~~Delaware ~~costs of~~against ~~the~~Rhino ~~assumed~~Resource ~~liabilities~~Partners ~~following~~Holdings ~~such~~LLC ~~diligence~~(“Holdings”), Weston ~~investigation.~~Energy InLLC ~~the~~(“Weston”), ~~event~~Yorktown ~~Buyer~~Partners ~~does~~LLC ~~contest~~and ~~such~~certain ~~amounts~~Yorktown affiliates (collectively, the ~~parties will~~“Yorktown ~~attempt~~entities”), toas ~~resolve~~well ~~the~~as ~~dispute~~Mr. ~~and~~Ronald toPhillips, ~~the~~Mr. ~~extent~~Bryan ~~they~~H. ~~cannot,~~Lawrence ~~will~~and ~~submit~~Mr. ~~the~~Bryan ~~matter~~R. toLawrence. aReference ~~third~~is ~~party~~made to ~~make~~the aForm 8-K ~~final~~dated ~~determination with~~May ~~respect~~3, to2019 ~~such~~and ~~matters~~filed May 10, ~~and~~2019 ~~will~~for ~~adjust~~a ~~the~~more ~~purchase~~detailed ~~price~~description ~~accordingly~~of the lawsuit.

~~The~~On ~~parties~~September ~~have~~23, ~~made~~2019, ~~customary representations~~Royal, ~~warranties~~Rhino GP, and ~~covenants~~the inPartnership ~~the~~entered ~~Pennyrile~~into ~~APA.~~a ~~The~~settlement ~~closing~~agreement ofwith ~~the~~Ronald ~~transactions~~Phillips ~~contemplated~~under which byMr. ~~the~~Phillips ~~Asset~~will ~~Purchase~~be ~~Agreement~~dismissed ~~are~~with ~~subject~~prejudice tofrom athe ~~number~~lawsuit ofin ~~closing~~consideration ~~conditions~~for, ~~including,~~ among ~~others~~other things, ~~the~~Mr. ~~performance~~Phillips’ ~~of applicable~~return ~~covenants~~for ~~and~~cancellation ~~accuracy~~ of ~~representations~~up ~~and~~to ~~warranties~~500,000 ~~and~~shares ~~absence~~of common stock of ~~material~~Royal ~~adverse~~previously ~~changes~~issued into ~~the~~Mr. ~~condition~~Phillips, ofMr. ~~the~~Phillips’ ~~Pennyrile~~dismissal ~~Mine~~of ~~Complex.~~an ~~Subject~~advancement action filed by him in reference to the ~~satisfaction~~lawsuit. ofIn ~~closing conditions~~addition, the ~~transactions~~settlement ~~contemplated~~provided byfor reimbursement of a portion of the ~~Pennyrile~~legal ~~APA~~fees ~~are~~claimed ~~expected to~~by ~~close~~Mr. inPhillips ~~the~~and ~~fourth~~no ~~quarter~~admission of ~~2019~~liability by either party.

Coal Supply APA

On September 6, 2019, Rhino Energy and Pennyrile LLC, as Sellers, the Partnership, and Buyer and Buyer Parent entered into an Asset Purchase Agreement for the sale and assignment of certain coal supply agreements associated with the Pennyrile Mine Complex (the “Coal Supply APA”) in exchange for approximately $7.3 million. The Coal Supply APA includes customary representations of the parties thereto, and indemnification for losses arising from the breaches of such representations and for liabilities arising during the period in which the relevant parties were not party to the coal supply agreements. The transactions contemplated by the Coal Supply APA closed upon the execution thereof.

Fifth Amendment to Financing Agreement

On September 6, 2019, Rhino Energy, the Partnership, certain of Rhino Energy’s subsidiaries identified as Borrowers, and certain other Rhino Energy subsidiaries identified as Guarantors entered into a fifth amendment (the “Financing Agreement Amendment”) to the Financing Agreement (the “Financing Agreement”) originally executed on December 27, 2017 with Cortland Capital Market Services LLC, as Collateral Agent and Administrative Agent, CB Agent Services LLC, as Origination Agent and the parties identified as Lenders therein (the “Lenders”).

The Financing Agreement Amendment (i) extends the maturity of the Financing Agreement to December 27, 2022, (ii) provides a $5.0 million term loan provided by the Lenders to the Borrowers under the delayed draw feature of the Financing Agreement, (iii) extends the period by which an applicable premium payable to the Lenders will be calculated to December 31, 2021, (iv) modifies the certain definitions and concepts to account for Rhino’s recent acquisition of properties from Blackjewel, (v) permits the disposition of the Pennyrile Mining Complex and (viii) provides for the payment of additional fees to the Lenders, including a consent fee of $1.0 million, an amendment fee of $825,000 and an increase in the lender exit fee of 1.00% of the amount of term loans made under the Financing Agreement.

Royal Energy Resources, Inc., through its wholly-owned subsidiary, Rhino GP, LLC, is the general partner of the Partnership, and the Sellers are direct and indirect wholly-owned subsidiaries of the Partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Financing Agreement Amendment is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD.

On September 6, 2019, the Partnership issued a press release announcing the sale of the Pennyrile Mining Complex.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
2.1		Asset Purchase Agreement (Riveredge Mine Assets) by and among Rhino Energy LLC, Pennyrile Energy LLC, CAM Mining LLC, Castle Valley Mining LLC, Rhino Services LLC, Rhino Resource Partners, LP, Alliance Coal, LLC and Alliance Resource Partners, L.P. dated September 6, 2019 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-34982) filed on September 12, 2019).
2.2		Asset Purchase Agreement (Coal Supply Agreements) by and among Rhino Energy LLC, Pennyrile Energy LLC, Rhino Resource Partners, LP, Alliance Coal, LLC and Alliance Resource Partners, L.P. dated September 6, 2019 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-34982) filed on September 12, 2019).
10.1		Fifth Amendment to Financing Agreement dated September 6, 2019 by and among Rhino Resource Partners, LP, Rhino Energy LLC, each subsidiary of Rhino Energy, LLC, Cortland Capital Market Services, LLC, and CB Agent Services, LLC dated September 6, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-34982) filed on September 12, 2019).
99.1		Press Release (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File No. 001-34982) dated September 6, 2019).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Royal Energy Resources, Inc.
	ROYAL ENERGY RESOURCES, INC.
Dated: September 12, 2019	By:	/s/ Whitney C. Kegley
Dated: September 25, 2019	By:	/s/ Whitney C. Kegley
	Name:	Whitney C. Kegley
		Whitney C. Kegley
	Title:	General Counsel
		Vice President, Secretary and General Counsel

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