ROYALE ENERGY INC : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders On November 16, 2017, Royale Energy, Inc., or "Royale" (OTCQB: ROYL), held its annual meeting of shareholders. At the meeting, holders of Royale's common stock voted to approve the following actions: (1) adopting the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") dated effective as of December 31, 2016, by and among Royale, Royale Energy Holdings, Inc., a Delaware corporation ("Holdings"), Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned subsidiary of Holdings, Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned subsidiary of Holdings, and Matrix Oil Management Corporation ("Matrix"); (2) issuing Holdings common stock to the limited partners of Matrix Investments, L.P., Matrix Las Cienegas limited partnership, and Matrix Permian Investments, L.P. in exchange for all limited partnership interests of such partnerships (other than the preferred limited partnership interests of Matrix Investments, L.P.); (3) issuing Series B Preferred Stock by Holdings to the holders of certain preferred limited partnership interests of Matrix Investments, L.P., in accordance with the terms of the exchange agreement of Holdings with the holders of such preferred limited partnership interests attached as an exhibit to the Merger Agreement; (4) issuing common stock by Holdings to stockholders of Matrix Oil Corporation ("Matrix Operator") in exchange for common stock of Matrix Operator; (5) approving the conversion of certain convertible notes issued by Royale into Royale common stock; and (6) re-electing the following seven members of the Royale board of directors to serve until the 2018 annual meeting: Harry E. Hosmer, Jonathan Gregory, Donald H. Hosmer, Stephen M. Hosmer, Ronald L. Buck, Ronald B. Verdier, and Gary Grinsfelder. Proposals (1) - (5) were each approved by more than 97% of the shares of common stock present and voting at the meeting, and proposal (1) was approved by more than two-thirds (66.67%) of the total number of Royale's issued and outstanding shares, as required by the California Corporations Code. Only about 0.5% of Royale's outstanding shares voted against proposal (1). Each director was elected by a plurality of the shares of common stock present and voting at the meeting. No shares of Royale Preferred Stock were issued, outstanding, or eligible to vote at the meeting. The final results of voting on each proposal are set forth below. Broker Votes For Votes Against Abstentions Non-Votes (1) Merger Agreement 14,988,227 121,128 11,770 120,773 (2) Exchanges for limited 14,988,227 121,128 11,770 120,773 partnership interests (3) Issuance of Holdings Series B 14,988,227 121,128 11,770 120,773 Preferred (4) Exchange for Matrix Operator 14,988,227 121,128 11,770 120,773 stock (5) Conversion of convertible notes 14,855,209 212,755 53,161 120,773 (6) Election of directors 14,927,424 - 193,701 120,773 As a condition to the Mergers, Matrix's senior lenders must consent to the Merger Agreement, partnership exchanges, the Holdings Series B Preferred Stock exchange, and the Matrix Operator stock exchange, which consent has not yet been received. Because of the importance of the Sansinena field assets securing Matrix's senior debt, it is essential that Matrix either obtain consent from Arena or find an alternative financing source to repay and replace the senior lenders. If they do not consent, Matrix may be required to find alternative financing before the proposed transactions could proceed, potentially resulting in a delay of the transactions and financial losses to Matrix. Negotiations to obtain approval of, or to refinance, the Matrix senior debt are continuing, and Royale and Matrix do not expect to close and consummate the merger until satisfactory financing arrangements are obtained. -------------------------------------------------------------------------------- The closing of the partnership exchanges, the Holdings Series B Preferred Stock exchange, and the Matrix Operator stock exchange are contingent upon closing the merger transaction and will only be consummated contemporaneously with the closing on the Merger Agreement if and when it occurs.© Edgar Online, source Glimpses

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