SOURCE: Royal Energy Resources, Inc.

September 26, 2016 16:00 ET

Royal Energy Resources Statement Regarding Atlantic Carbon Group, PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

CHARLESTON, SC--(Marketwired - Sep 26, 2016) - Royal Energy Resources, Inc. ("Royal") (OTCQB: ROYE) notes the announcement made by Atlantic Carbon Group, PLC ("Atlantic") on September 20, 2016. Royal confirms that it is in discussions with Atlantic regarding a possible bid and Royal is currently conducting due diligence. Atlantic owns and operates anthracite coal mines in Eastern Pennsylvania. More information on Atlantic is available on their website www.atlanticcoal.com.

There can be no certainty that these discussions will result in an offer or agreement, or as to the terms of any such offer or agreement. A further statement will be made as appropriate.

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), Royal must, by not later than 5.00 p.m. on October 18, 2016, either announce a firm intention to make an offer for Atlantic in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of Atlantic and the Takeover Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.9 of the Code, Royal Energy Resources, Inc. confirms that, as at close of business on September 20, 2016, it had in issue 16,714,421 shares of common stock of $0.00001 par value (the "Common Stock") and 51,000 shares of preferred stock of $0.00001 par value (the "Preferred Stock"). The Common Stock is listed on the OTC Markets in the United States under the symbol "ROYE" (ISIN: US78026P209). The Preferred Stock is unlisted.

A copy of this news release will be posted on www.royalenergy.us.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

About Royal Energy Resources, Inc.

Royal Energy Resources, Inc. is a diversified energy company focused on coal and energy related assets and activities, including energy infrastructure investments. Royal's portfolio of companies operate nine mines, including four underground and five surface mines, located in Kentucky, Ohio, West Virginia and Utah. In addition to operating coal properties, Royal has royalty-based investments in conventional and refined coals, as well as joint ventures to provide sand for fracking operations, and for the transportation of hydrocarbons and drilling support services in the Utica Shale region, and other oil and natural gas basins in the United States. Additional information regarding Royal is available on its web site -- www.royalenergy.us

Forward Looking Statements

This press release includes forward-looking statements as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to matters such as prospects, anticipated operating and financial performance. Actual prospects and performance may differ from anticipated results due to economic conditions and other risks, uncertainties and circumstances partly or totally outside the control of the Company. These and other risks are described in the Company's reports filed with the United States Securities and Exchange Commission. These forward-looking statements are made only as of the date of this communication and Royal Energy Resources, Inc. undertakes no obligation to update or revise these forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Royal undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, unless required by law.

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