Mammoth Energy Services, Inc. (NASDAQ:TUSK) Files An 8-K Entry into a Material Definitive Agreement

On March 20, 2017, Mammoth Energy Services, Inc. (Mammoth)
entered into three definitive contribution agreements, one with
MEH Sub LLC, a Delaware limited liability company (MEH Sub),
Gulfport Energy Corporation, a Delaware corporation (Nasdaq:
GPOR) (Gulfport), Rhino Exploration LLC, a Delaware limited
liability company (Rhino), and Mammoth Energy Partners LLC, a
Delaware limited liability company (Mammoth Partners LLC), and
two others with MEH Sub, Gulfport and Mammoth Partners LLC
(collectively, the Contribution Agreements). Under the
Contribution Agreements, Mammoth agreed to acquire all
outstanding membership interests in Sturgeon Acquisitions, LLC
(which owns Taylor Frac, LLC, Taylor Real Estate Investments, LLC
and South River Road, LLC, which are collectively referred to as
Taylor Frac), Stingray Energy Services, LLC (Stingray Energy) and
Stingray Cementing, LLC (Stingray Cementing and, together with
Sturgeon Acquisitions, LLC and Stingray Energy, the Companies),
respectively, for an aggregate of 7.0 million shares (the Shares)
of Mammoths common stock (the Common Stock) valued at
approximately $133.4 million based on the closing price of $19.06
per share for the Common Stock on March 20, 2017 (collectively,
the Pending Acquisitions). As of February 28, 2017, the Companies
had $7.3 million in debt and a positive working capital balance
of $6.9 million. Taylor Frac owns a 0.7 million ton per year sand
mine and processing plant with 37.1 million tons of recoverable
reserves, 73% of which is more highly valued fine sand grades.
Stingray Energy and Stingray Cementing, combined, offer services
in fresh water transfer, equipment rental, re-fueling as well as
cementing and operate primarily in the Appalachian basin. Mammoth
has provided certain management, administrative and treasury
functions to Taylor Frac, Stingray Energy and Stingray Cementing
since 2014. Mammoth anticipates closing the Pending Acquisitions
in May 2017, subject to regulatory approval and other closing
conditions.

The foregoing description of the Contribution Agreements is a
summary only and is qualified in its entirety by reference to the
Contribution Agreements, copies of which are filed herewith as
Exhibit 2.1, 2.2 and 2.3 and are incorporated herein by
reference.

MEH Sub is an entity controlled by Wexford Capital LP (Wexford).
As of March 1, 2017, Wexford beneficially owned approximately
54.5 % of the outstanding Common Stock. Mammoths Chairman of the
Board currently serves as a Partner at Wexford. In addition,
Mammoth is a party to a registration rights agreement with a
Wexford affiliate, entered into in connection with Mammoths
initial public offering completed in October of 2016 (the Mammoth
IPO), to which agreement such affiliate and its assignees have
certain demand and piggyback registration rights with respect to
the Common Stock held by them. As of March 1, 2017, Gulfport
owned approximately 24.2% of the outstanding Common Stock. One of
Gulfports executive officers is a director of Mammoth designated
by Gulfport under the terms of an investor rights agreement
between Mammoth and Gulfport entered into in connection with the
Mammoth IPO. Under this investor rights agreement, Gulfport was
granted (i) certain demand and piggyback registration rights,
(ii) the right to nominate one of Mammoths directors for so long
as Gulfport owns 10% or more of the outstanding Common Stock and
(iii) certain information rights. Mammoth is also a party to a
registration rights agreement with Rhino providing for piggyback
registration rights. The Shares to be issued to MEH Sub, Gulfport
and Rhino in the Pending Acquisitions will be subject to these
registration rights. Additional relationships and related party
transactions with Wexford, Gulfport and Rhino are disclosed in
the final prospectus, filed by Mammoth with the Securities and
Exchange Commission (the SEC) on October 17, 2016 in connection
with the Mammoth IPO, and its Annual Report on Form 10-K filed
with the SEC on February 24, 2017. It is anticipated that, upon
closing of the Pending Acquisitions, Wexford and Gulfport will
beneficially own approximately 56.2% and 25.1%, respectively, of
the outstanding Common Stock assuming no other issuances by
Mammoth or acquisitions or dispositions by Wexford or Gulfport.

A Special Committee of Mammoths Board of Directors (the Board),
comprised entirely of independent directors, reviewed and
unanimously recommended the transaction to the Board. Evercore
Group L.L.C. served as financial advisor to the Special
Committee, and Kramer Levin Naftalis Frankel LLP served as legal
counsel to the Special Committee.

Item 7.01. Regulation FD Disclosure.

On March 21, 2017, Mammoth issued a press release announcing the
Pending Acquisitions discussed in Item 1.01 above. A copy of the
press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.