Current Report Filing (8-k)
May 10 2019 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 3, 2019
ROYAL
ENERGY RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52547
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11-3480036
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(State
or other jurisdiction
of
incorporation)
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(Commission
file
number)
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(I.R.S.
Employer
Identification
Number)
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56
Broad Street, Suite 2, Charleston, SC 29401
(Address
of principal executive offices) (Zip Code)
(843)
900-7693
(Registrant’s
telephone number, including area code)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
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. [ ]
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b)
On May 9, 2019, Brian Hughs was terminated as chief commercial officer of Royal Energy Resources, Inc. for cause.
Item
5.07 Submission of Matters to Vote of Security Holders.
(a)
On May 9, 2019, shareholders holding 8,013,119 common shares and 51,000 Series A Preferred Shares, which constitute 73.8% of the
total shareholder votes, executed a written consent to remove Brian Hughs from the Company’s board of directors. The removal
will be effective twenty-one (21) days after the Company sends an information statement to the shareholders in compliance
with SEC Rule 14c-2.
Item
8.01 Other Events.
On
May 3, 2019, Royal Energy Resources, Inc. (“Royal”), Rhino GP LLC (“Rhino GP”), which is 100% owned by
Royal, and Rhino Resource Partners LP (the “Partnership”), of which Rhino GP is the general partner, filed a complaint
in the Court of Chancery in the State of Delaware against Rhino Resource Partners Holdings LLC (“Holdings”), Weston
Energy LLC (“Weston”), Yorktown Partners LLC and certain Yorktown funds (collectively, the “Yorktown entities”),
as well as Mr. Ronald Phillips, Mr. Bryan H. Lawrence and Mr. Bryan R. Lawrence.
The
complaint alleges that Holdings violated certain representations and negative covenants under the Option Agreement, dated December
30, 2016 among Holdings, the Partnership, and Weston and, as a result of Holdings’ entry into a Restructuring Support Agreement
with Armstrong Energy, Inc. (“Armstrong”), its creditors and certain other parties, which agreement was entered into
in advance of Armstrong’s filing for bankruptcy relief under Chapter 11 of the United States Code in November 2017. The
complaint further alleges that (i) Mr. Phillips violated fiduciary and contractual duties owed to Royal, Rhino GP and the Partnership
and solicited, accepted and agreed to accept certain benefits from Holdings, Weston, the Yorktown entities and Messrs. Lawrence
and Lawrence without the knowledge or the consent of Royal, Rhino GP or the Partnership and during a period in which Mr. Phillips
was the President of Royal and a director on the board of Rhino GP and (ii) Holdings, Weston, the Yorktown entities and Messrs.
Lawrence and Lawrence aided and abetted Mr. Phillips’ breaches of his fiduciary duties, tortuously interfered with the observance
of Mr. Phillips’ duties under the Partnership’s and Rhino GP’s respective organizational agreements and conferred,
offered to confer and agreed to confer benefits on Mr. Phillips without the knowledge or the consent of Royal, Rhino GP or the
Partnership.
The
complaint seeks (i) the rescission of the Option Agreement, (ii) the return of all consideration thereunder, including 5,000,000
common units representing limited partner interests in the Partnership, (iii) the cancellation of the Series A Preferred Purchase
Agreement, dated December 30, 2016, among Royal, Rhino GP, the Partnership (the “Series A Preferred Purchase Agreement”)
and Weston, (iv) the invalidation of the Series A preferred units representing limited partner interests in the Partnership issued
to Weston pursuant to the Series A Preferred Purchase Agreement and (v) unspecified monetary damages arising from Mr. Phillips’
breaches of fiduciary duties and the other defendants’ aiding and abetting of such breaches.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ROYAL ENERGY RESOURCES, INC.
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Date:
May 9, 2019
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/s/
Richard A. Boone
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By:
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Richard A. Boone, Chief Executive Officer
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Royal Energy Resources (CE) (USOTC:ROYE)
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