Royale Energy, Inc. (OTCMKTS:ROYL) Files An 8-K Entry into a Material Definitive Agreement


Royale Energy, Inc. (OTCMKTS:ROYL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Merger Agreement

Royale Energy, Inc., (Royale), and Royale Energy Holdings, Inc.,
Royale Merger Sub, Inc., Matrix Merger Sub, Inc., and Matrix Oil
Management Corporation (Matrix) have adopted a newly amended and
restated Agreement and Plan of Merger and Reorganization dated to
be effective as of December 31, 2016 (the Amended and Restated
Merger Agreement). The Amended and Restated Merger Agreement
incorporates all revisions previously reported, since the
original merger agreement was entered on November 29, 2016. In
addition, the Amended and Restated Merger Agreement extends the
outside termination date for the merger from June 30, 2017, to
September 30, 2017. The outside termination date is the date,
after which, either Royale or Matrix may terminate the Merger
Agreement if it has not yet been closed and the failure to close
is not due to the failure of the terminating party to perform or
comply with any of its covenants or agreements to be performed
under the Amended and Restated Merger Agreement.

The complete text of the Amendment filed as Exhibit 2.1 to this
Current Report on Form 8-K and incorporated by reference herein.

Forward-Looking Statements

This current report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 as
amended and Section 21E of the Securities and Exchange Act of
1934 as amended. Statements that are not strictly historical
statements constitute forward-looking statements and may often,
but not always, be identified by the use of such words such as
expects, believes, intends, anticipates, plans, estimates,
potential, possible, or probable or statements that certain
actions, events or results may, will, should, or could be taken,
occur or be achieved. The forward-looking statements include
statements about future operations, estimates of reserve and
production volumes and the anticipated timing for closing the
proposed merger. Forward-looking statements are based on current
expectations and assumptions and analyses made by Royale and
Matrix in light of experience and perception of historical
trends, current conditions and expected future developments, as
well as other factors appropriate under the circumstances.
However, whether actual results and developments will conform
with expectations is subject to a number of risks and
uncertainties, including but not limited to: the possibility that
the companies may be unable to obtain stockholder or limited
partner approval or satisfy the other conditions to closing; the
possibility that the companies may be unable to obtain the
consent of Matrixs senior secured lender; that problems may arise
in the integration of the businesses of the two companies; that
the acquisition may involve unexpected costs; the risks of the
oil and gas industry (for example, operational risks in exploring
for, developing and producing crude oil and natural gas); risks
and uncertainties involving geology of oil and gas deposits; the
uncertainty of reserve estimates; revisions to reserve estimates
as a result of changes in commodity prices; the uncertainty of
estimates and projections relating to future production, costs
and expenses; potential delays or changes in plans with respect
to exploration or development projects or capital expenditures;
health, safety and environmental risks and risks related to
weather; further declines in oil and gas prices; inability of
management to execute its plans to meet its goals, shortages of
drilling equipment, oil field personnel and services,
unavailability of gathering systems, pipelines and processing
facilities and the possibility that government policies may
change. Royales annual report on Form 10-K for the year ended
December 31, 2016, recent current reports on Form 8-K, and other
SEC filings discuss some of the important risk factors identified
that may affect its business, results of operations, and
financial condition. Royale and Matrix undertake no obligation to
revise or update publicly any forward-looking statements, except
as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form

Exhibit No.



Amended and Restated Agreement and Plan of Merger and
Reorganization dated December 31, 2016, among Royale,
Royale Energy Holdings, Inc., a Delaware corporation,
Royale Merger Sub, Inc., Matrix Merger Sub, Inc., and
Matrix Oil Management Corporation.

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About Royale Energy, Inc. (OTCMKTS:ROYL)

Royale Energy, Inc. is an independent oil and natural gas producer. The Company is engaged in the production and sale of natural gas, acquisition of oil and gas lease interests and proved reserves, drilling of exploratory and development wells, and selling of fractional working interests in its wells to be drilled. The Company owns wells and leases located mainly in the Sacramento Basin and San Joaquin Basin in California, as well as in Utah, Texas, Oklahoma, Louisiana and Alaska. The Company sells a portion of the working interest in each well it drills or participates in to third party investors and retains a portion of the prospect for its own account. The Company owns proved developed producing and non-producing reserves of oil and natural gas in Utah, Texas, Oklahoma and Louisiana, as well as prospective shale oil property in Alaska. The Company has drilled over two wells in northern California.