$ROYL/ COMPANY NEEDS 66 2/3% OF THE OUTSTANDING SHARES TO VOTE IN FAVOR OF THE MERGER
OF THE VOTES CAST TO DATE - OVER 98% ARE VOTING IN FAVOR OF THE MERGER
SAN DIEGO, Nov. 02, 2017 (GLOBE NEWSWIRE) -- Royale Energy, Inc.
(ROYL) (the “Company” or “Royale”) reminds and urges its shareholders
to vote for the proposed merger with Matrix Oil Management before the upcoming annual meeting of Royale Energy shareholders, which will be held on Thursday, November 16, 2017.
Shareholders who have not already done so are strongly encouraged
to vote their shares in favor of the merger and all related proposals.
"We are pleased with the strong support for the proposals based on
the votes that have come in to date and urge all of
our shareholders to vote "For" the merger and related proposals.
To date over 12 million shares, representing 56% of the outstanding shares have voted, with 98% approval.
The Company must have "For" votes from more than 66 2/3% of all outstanding shares of Royale Energy common stock to obtain
approval of the merger," said Stephen M. Hosmer,
Secretary and Chief Financial Officer of Royale Energy.
Your vote is important, no matter how many or how few shares you
may own. Failure to vote or an abstention from voting will have the same effect as a vote "AGAINST" the merger proposal.
All shareholders are asked to vote "FOR" all proposals as soon as possible as the merger will not go forward unless all proposals
are approved.
If you are a Royale Energy shareholder and you have questions
or require assistance in submitting your proxy or voting your shares,
or wish to change a vote previously cast, please contact our proxy solicitor:
ADVANTAGE PROXY, INC.
Karen Smith
Toll Free: 1-877-870-8565
Collect: 1-206-870-8565
Email: ksmith@advantageproxy.com
Agreement and Plan of Merger and Reorganization
Royale and Matrix entered into an Amended and Restated Agreement
and Plan of Merger, dated effective December 31, 2016,
(the “Merger Agreement”) whereby Royale will acquire substantially
all of Matrix, and Matrix affiliated entities
in exchange for 50% of the common stock of Royale Energy Holdings, Inc., a newly formed Delaware corporation,
the assumption by Royale of Matrix’s $12.4 million of senior secured debt, and the issuance of $20 million of a newly
created 3.5% Series B Convertible Preferred Stock.
The Merger Agreement is subject to the approval of the shareholders
of both companies,
as well as other customary conditions and approvals,
including the consent of Matrix’s senior secured lender.
The mergers are expected to qualify for federal tax purposes as a
tax-free reorganization under Section 351 of the
Internal Revenue Code of 1986, as amended.
About Royale Energy, Inc.
Founded in 1986, Royale Energy, Inc. (ROYL) is an independent exploration and production company focused on the acquisition, development, drilling and marketing of oil and natural gas.
Royale typically sells fractional working interests to accredited investors in wells drilled by Royale.
Royale has its primary operations in the Sacramento and San Joaquin basins in California and has royalty interests in Alaska.
About Matrix Oil Management Corp.
Matrix is a private independent oil and natural gas production
company based in Santa Barbara, California.
The company formed in 1999 is focused on the acquisition and
development of long-life, low-risk producing oil leases that have drilling upside or operations optimization opportunities.
The company owns and operates oil-producing properties in the Los Angeles and San Joaquin Basins of California.
It owns non-operated natural gas producing properties in the
Sacramento Basin of California and oil-producing royalty and non-operated leases in the Permian Basin and Midland Basin.
Forward Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 approval or satisfy the other conditions to closing; 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. Royale’s annual report on Form 10-K/A for the year ended December 31, 2016, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other Securities and Exchange Commission (“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.
