Each one in plain English, with the numbers worked through for a shareholder.
3 Nov 2025auditor change● Neutral
Royale's auditor Horne LLP's partners and staff joined BDO USA, so BDO became Royale's new independent auditor by succession rather than a contested search; Horne's most recent two years of reports were clean, with no going-concern qualification noted this time.
Royale paid $1.5 million cash - its own funds, not more insider debt - to acquire non-operated working interests in seven producing Barnett shale wells in Ector County, Texas, a genuine growth acquisition after years of distress-driven asset sales and related-party financing.
Royale eliminated all of its Series B Convertible Preferred Stock - originally issued to Matrix's former owners in the 2018 merger - by exchanging it for 22.2 million new common shares (a large dilution), $2.5 million of new senior notes, options on 25 million more shares at $0.10, and giving up half its Alaska oil and gas royalty interests plus its Kern County, CA real property to a holding company owned by the former preferred holders.
Royale borrowed $1.4 million (with room to draw up to $3.0 million total) under a secured term loan from Walou Investments, LP - a lender controlled by Royale's own CEO, Johnny Jordan, who also owns 14.8% of the company's stock. Disinterested directors approved the related-party loan as fair, secured by a mortgage on Texas properties, after years of going-concern doubts had made outside financing hard to come by.
Weaver and Tidwell resigned as Royale's auditor; its fiscal 2021 report had again included a going-concern qualification, and the company had not yet lined up a replacement auditor.
Auditor Moss Adams resigned; its reports for fiscal 2020 and 2019 had again flagged substantial doubt about Royale's ability to continue as a going concern, and separately disclosed a material weakness in Royale's financial closing and reporting controls that remained unresolved.
Royale's Matrix subsidiary and RMX Resources (its joint-venture partner) agreed to jointly sell a small commercial land parcel in Commerce, CA for about $2.15 million, split 50/50 between them.
Royale's Matrix Permian subsidiary agreed to sell non-operated west Texas oil and gas interests (Rowena, Arledge and Yucca Butte fields) to Vanco Oil and Gas for about $2.0 million cash, continuing to shed smaller non-core assets.
Royale dismissed auditor SingerLewak and engaged Moss Adams for fiscal 2019; SingerLewak's prior reports had flagged substantial doubt about Royale's ability to continue as a going concern, consistent with the cash pressure seen in its 2018 asset restructuring.
Royale and its RMX joint-venture partner settled post-closing disputes from their 2018 asset contribution, with Royale/Matrix conveying full rights to the W. Whittier and Bellevue fields to RMX in exchange for additional participation rights elsewhere.
Royale's first well under its new Rio Vista drilling program with CRPC, the CRC 33-1, flowed a strong initial rate of 4.6 million cubic feet of gas per day with high reservoir pressure and found multiple pay zones - an encouraging start with six more wells planned for 2019.
The West Coast Energy Properties acquisition closed: Royale took the Texas interests (Jameson North, Big Mineral Creek) directly and became operator of Jameson North, while RMX took the California interests (Whittier, Bellevue) under a side agreement between the joint-venture partners.
Royale signed a three-year, 30-well development deal with California Resources Production Corp (CRPC) to drill California's largest dry-gas field, Rio Vista - Royale earns a 60% interest in wells it drills, but must drill at least 8 wells (or spend $9 million) in year one or pay liquidated damages.
Royale agreed to buy non-operated oil and gas interests in the Permian Basin (Texas) and Southern California from West Coast Energy Properties for $12 million, adding about 234 boe/day of production; its RMX joint-venture partner has the right to take up to half of the California portion, and the deal still needs financing to close.
The RMX Resources contribution deal's second and final closing completed on April 13, 2018, with RMX and its majority owner CIC paying Royale an additional $4 million advance against the purchase price.
Weeks after closing the Matrix merger, Royale contributed nearly all of its and Matrix's operating oil and gas properties into a new joint venture, RMX Resources, in exchange for only a 20% equity stake plus up to $20 million - most of which was needed to pay off Matrix's senior lender and outstanding trade payables. Its new partner, CIC RMX LP, put in $25 million cash for 80% control plus a warrant to buy 4 million Royale shares at $0.01 - a sign the combined company needed cash badly right after the merger closed.
12 Mar 2018asset acquisition disposition● NeutralMajor
Royale completed its combination with Matrix Oil Management on March 7, 2018 (shareholders had approved it back on November 16, 2017): both companies became subsidiaries of the renamed Royale Energy, Inc., with Matrix's affiliated partnerships and Matrix Oil Corporation folded in via stock and preferred-stock exchanges.
Amendment No. 4 fixed 29 September 2017 as the record date for both companies' meetings, with 21,839,592 Royale shares entitled to vote, and finally filed Strasburger & Price's tax opinion -- previously only listed in the exhibit index -- as Annex M.
Amendment No. 3 rebuilt the pro forma accounts to give effect to Matrix's Sansinena acquisition, which the earlier versions had left out, and corrected two errors in the process: a concentration figure that had put the Sansinena field at 87.6% of Matrix's total proved reserves now reads 88.6% of its proved developed reserves, and the Matrix accountant's tax opinion, previously described as covering the Royale merger, in fact covers the Matrix merger. The balance-sheet contrast is stark: at 30 June 2017 Royale had a $5.4 million shareholders' deficit against $7.2 million of equity on the Matrix side.
Amendment No. 2 explained how the Matrix side divides the consideration -- each entity in the Matrix group carries an allocation factor and the factors sum to one, with the preferred limited partners of Matrix Investments excluded from the share consideration -- and named the management of the combined company: Gregory stays chief executive, Matrix's Johnny Jordan becomes president and chief operating officer, and Matrix keeps its Santa Barbara office.
Amendment No. 3 to the Royale-Matrix registration statement, the third revision in five months as SEC review ran on. The combined holding company would still be split about evenly between Royale and Matrix shareholders.
Amendment No. 2 to the Royale-Matrix joint proxy statement and registration statement. The deal it describes still splits the combined holding company roughly 50/50 between Royale and Matrix shareholders, with the Matrix preferred holders taking all of the new Series B preferred.
Amendment No. 1 set out what Royale's shareholders give up by moving from California to Delaware, including California's 50/90 rule, which blocks an all-cash merger by a buyer holding between 50% and 90% of a California company unless every holder is cashed out or a court signs off. It also disclosed that Matrix's own officers and directors hold 89.3% of Matrix, more than enough to approve the merger on their own, and explained why Royale's Jonathan Gregory keeps the chief executive's job: he had been the banking officer on Matrix's lending and was the one who brought the two companies together.
Royale Energy and privately held Matrix Oil Management agreed to combine under a new Delaware holding company that keeps the Royale name. Royale's California shareholders convert one for one; the Matrix group -- the operating company plus its several partnerships, each with its own allocation factor -- collectively receives a number of shares equal to Royale's own fully diluted count, so the two sides come out roughly level. Matrix brings producing oil properties in the Los Angeles and San Joaquin basins, including the Sansinena field.