ROYL 8-K/A
Royale Energy, Inc. (ROYL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note.
The Company is filing this amendment to the Prior 8-K for the purpose of providing (i) audited statements of revenues and direct operating expenses of the Pradera Fuego Acquisition Properties for the year ended December 31, 2024, (ii) unaudited statements of revenues and direct operating expenses of the Pradera Fuego Acquisition Properties for the six months ended June 30, 2025 and (iii) unaudited pro forma consolidated financial statements of the Company as of and for the period ended June 30, 2025 and the year ended December 31, 2024.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited statements of revenues and direct operating expenses of the Pradera Fuego Acquisition Properties for the year ended December 31, 2024, including the related notes thereto, are filed herewith as Exhibit 99.1.
The unaudited statement of revenues and direct operating expenses of the Pradera Fuego Acquisition Properties for the six months ended June 30, 2025, including the related notes thereto, are filed herewith as Exhibit 99.2.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of the Company as of June 30, 2025 and for the six-months ended June 30, 2025 and the year ended December 31, 2024 and the related notes showing the pro forma effects of acquiring the Pradrera Fuego Acquisition Properties, are filed herewith as Exhibit 99.3. The unaudited pro forma financial information gives effect to the Transaction on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.
(d) Exhibits
The following exhibits are included with this Current Report on Form 8-K/A.
| Exhibit No | Description of Exhibit | |
| 23.1 | Consent from BDO USA, P.C. | |
| 99.1 | Audited statements of revenues and direct operating expenses of the Pradera Fuego Acquisition Properties for the year ended December 31, 2024. | |
| 99.2 | Unaudited statements of revenues and direct operating expenses of the Pradera Fuego Acquisition Properties for the six months ended June 30, 2025 | |
| 99.3 | Unaudited pro forma consolidated financial statements of the Company as of and for the period ended June 30, 2025 and the year ended December 31, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROYALE ENERGY, INC. | ||
| Date: July 10, 2026 | By: | /s/ Johnny Jordan |
| Johnny Jordan | ||
| Chief Executive Officer | ||
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Exhibit 23.1
Consent of Independent Auditor
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-228028) of Royale Energy, Inc. of our report dated July 10, 2026, relating to the statement of revenues and direct operating expenses of the Pradera Fuego Acquisition Properties which appears in this Form 8-K/A.
/s/ BDO USA, P.C.
Houston, TX
July 10, 2026
Exhibit 99.1
Independent Auditor’s Report
Royale Energy, Inc.
Houston, Texas
Opinion
We have audited the accompanying statement of revenues and direct operating expenses of the Pradera Fuego Properties (the “Pradera Fuego Acquisition Properties”) as defined in Note 1, for the year ended December 31, 2024, and the related notes (collectively referred to as the “statement of revenues and direct operating expenses”).
In our opinion, the accompanying statement of revenues and direct operating expenses present fairly, in all material respects, the revenues and direct operating expenses described in Note 1 of the Pradera Fuego Acquisition Properties for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statement of Revenues and Direct Operating Expenses section of our report. We are required to be independent of Royale Energy, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
The accompanying statement of revenues and direct operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the results of operations of the Pradera Fuego Acquisition Properties. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Statement of Revenues and Direct Operating Expenses
Management is responsible for the preparation and fair presentation of the statement of revenues and direct operating expenses in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statement of revenues and direct operating expenses that are free from material misstatement, whether due to fraud or error.
In preparing the statement of revenues and direct operating expenses, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Pradera Fuego Acquisition Properties’ ability to continue as a going concern within one year after the date that the statement of revenues and direct operating expenses is available to be issued.
Auditor’s Responsibilities for the Audit of the Statement of Revenues and Direct Operating Expenses
Our objectives are to obtain reasonable assurance about whether the statement of revenues and direct operating expenses as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the statement of revenues and direct operating expenses.
In performing an audit in accordance with GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. | |
| ● | Identify and assess the risks of material misstatement of the statement of revenues and direct operating expenses, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the statement of revenue and direct operating expenses. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Pradera Fuego Acquisition Properties’ internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the statement of revenues and direct operating expenses. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Pradera Fuego Acquisition Properties’ ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ BDO USA, P.C.
Houston, Texas
July 10, 2026
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Pradera
Fuego Acquisition Properties
Statement of Revenues and Direct Operating Expenses
For the year Ended December 31, 2024
| For the year ended, | ||||
| December 31, 2024 | ||||
| Revenues | $ | 1,154,219 | ||
| Property Operating Expenses | 150,872 | |||
| Severance Taxes | 68,541 | |||
| Total Direct Operating Expenses | 219,413 | |||
| Excess of revenues over direct operating expenses | $ | 934,806 | ||
See accompanying notes to the Statement of Revenues and Direct Operating Expenses
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1. Properties and Basis of Presentation
On September 3, 2025, and effective on July 1, 2025, Royale Energy, Inc (the “Company”), through its wholly-owned subsidiary Royale Energy Funds, Inc, acquired certain non-operated working and net revenue interests in seven gross (.19 net) producing horizontal oil and natural gas wells and approximately 382.9 net acres of associated leasehold acreage within the Pradera Fuego project (the “Pradera Fuego Acquisition” or the “Pradera Fuego Acquisition Properties”) from Pradera Fuego, LP (the “Seller”), for total consideration of $1.5 million which was paid in cash.
Prior to the Pradera Fuego Acquisition, the Company held working and revenue interests in certain wells within the Pradera Fuego project and the acquisition increased the Company’s aggregate working and revenue interests in the project and the Company’s proportionate share of production, revenues, and operating costs attributable to the Pradera Fuego project.
The acquisition was financed through a combination of cash on hand and debt. At closing of the purchase,, the Company increased its existing borrowings by an additional $500,000, with the remainder of the purchase price funded from available cash.
The accompanying Statements of Revenues and Direct Operating Expenses (the “Statement”) present the historical operating results of the acquired net working and net revenue interests only, for the period indicated. This Statement differs from a complete income statement prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in that it excludes certain costs and expenses associated with ownership and operation of the Pradera Fuego Acquisition Properties, including but not limited to:
| ● | depreciation, depletion and amortization, |
| ● | accretion of asset retirement obligations, |
| ● | general and administrative expenses, |
| ● | interest expense, and |
| ● | income taxes. |
The above costs were not separately allocated to the Pradera Fuego Acquisition Properties within the accounting records of the properties. No balance sheet has been presented for the Pradera Fuego Acquisition Properties because the acquired interests were not operated as a separate subsidiary, division, or stand-alone business by the Seller, and complete historical financial statements relating to the Pradera Fuego Acquisition are not available. Similarly, statements of cash flows have not been presented. Accordingly, the Statement is presented in lieu of full financial statements required by the SEC under Regulation S-X.
The Statement was prepared on the accrual basis of accounting and was derived from historical accounting records of the Seller. These historical results may not be representative of future operating results.
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2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the Statement in conformity with GAAP requird management to make estimates and assumptions that affected the reported amounts of revenues and direct operating expenses for the periods presented. Significant estimates included oil and gas revenue accruals, production volumes, and reserve quantities attributable to the acquired interests. Actual results could differ materially from those estimates.
Revenue Recognition
Revenues are derived from the sale of crude oil and natural gas produced from the Pradera Fuego Acquisition Properties. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, at the point in time when control of the hydrocarbons is transferred to the purchaser at the designated delivery point, net of applicable gathering, transportation, and processing charges. Revenues presented reflect only the Company’s proportionate share of production attributable to the acquired net working and net revenue interests.
Property Operating Expenses
Direct operating expenses are recognized as incurred and consist solely of the direct costs of operating the Pradera Fuego Acquisition Properties. These expenses include:
| 1. | Labor costs incurred to operate and maintain wells and related equipment and facilities; |
| 2. | Repairs and maintenance; |
| 3. | Materials, supplies, fuel, and utilities consumed in operations; |
| 4. | Gathering, compression, and processing costs; and |
| 5. | Production and severance tax |
3. SUBSEQUENT EVENTS
The Company evaluated subsequent events through July 10, 2026, the date the Statement was available to be issued and determined that no subsequent events occurred that would require adjustment to or disclosure in the Statement.
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4. SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED)
The following table sets forth the estimated net proved developed crude oil and natural gas reserves and the changes during the respective periods at December 31, 2024, related to the Pradera Fuego Acquisition, presented in barrels of oil “BO”, thousands of cubic feet of natural gas “MCF”, and Barrels of oil equivalent “BOE”.
| Total Proved Reserves | ||||||||||||
| BO | MCF | BOE | ||||||||||
| Balance at January 1, 2024 | 102,716 | 157,642 | 128,990 | |||||||||
| Production | 18,893 | 29,446 | 23,800 | |||||||||
| Revisions of previous estimates | 25,802 | 93,801 | 41,435 | |||||||||
| Balance at December 31, 2024 | 109,625 | 221,997 | 146,625 | |||||||||
| Proved developed reserves | ||||||||||||
| Balance at January 1, 2024 | 76,527 | 120,459 | 96,604 | |||||||||
| Balance at December 31, 2024 | 109,625 | 221,997 | 146,625 | |||||||||
| Proved undeveloped reserves | ||||||||||||
| Balance at January 1, 2024 | 26,189 | 37,183 | 32,386 | |||||||||
| Balance at December 31, 2024 | - | - | - | |||||||||
Reserve estimates are inherently imprecise and are based on engineering judgment, historical production data, and assumptions regarding future commodity prices, operating costs, and development plans. Actual future production and cash flows may differ materially from the estimates presented.
During the year ended December 31, 2024, the estimated net quantities of proved reserves attributable to the acquired interests reflected an upward revision of previous quantity estimates. This revision resulted from an increase in estimated ultimate recovery supported by observed production data from existing wells and from new wells that were drilled and placed into production during the period
Changes in standardized measure of discounted future net cash flow from proved reserve quantities
The standardized measure of discounted future net cash flows as of December 31, 2024 is presented below.
This table discloses the sources of changes in the standardized measure during the year. The “Sales of oil and gas produced, net of production costs” are expressed in actual dollar amounts. “Revisions of previous quantity estimates” are expressed prices calculated in accordance with applicable SEC regulations for the year presented. The “Net change in income taxes” is computed as the change in present value of future income taxes.
| Crude Oil | $ | 71.25 | ||
| Natural Gas | $ | 2.40 |
| 2024 | ||||
| Future cash inflows | $ | 8,338,329 | ||
| Future production costs | (1,338,130 | ) | ||
| Future development costs | - | |||
| Future income tax expense | (676,896 | ) | ||
| Future net cash flows | 6,323,303 | |||
| Discount to present value at 10% annual rate | (3,226,702 | ) | ||
| Standardized measure of discounted future net cash flows | 3,096,601 | |||
| Sales of oil and gas produced, net of production costs | (1,085,678 | ) | ||
| Revisions of previous quantity estimates | 1,298,904 | |||
| Net changes in prices and production costs | (819,956 | ) | ||
| Purchases of minerals in place | - | |||
| Extensions, discoveries and improved recovery | - | |||
| Accretion of discount | 309,660 | |||
| Net change in income tax | - | |||
| Aggregate change in net cash flows for the year | $ | (297,070 | ) | |
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Exhibit 99.2
Pradera
Fuego Acquisition Properties
Statement of Revenues and Direct Operating Expenses
For the six months ended June 30, 2025
| 6 Months ended | ||||
| June 30, 2025 | ||||
| Revenues | $ | 553,634 | ||
| Property Operating Expenses | 86,448 | |||
| Severance Taxes | 33,877 | |||
| Total Direct Operating Expenses | 120,325 | |||
| Excess of revenues over direct operating expenses | $ | 433,309 | ||
See accompanying notes to the Statement of Revenues and Direct Operating Expenses
1. Properties and Basis of Presentation
The Pradera Fuego Acquisition Properties (the “Pradrera Fuego Acquisition Properties”) consist of non-operated working and net revenue interests in seven gross (.19) producing horizontal oil and natural gas wells and approximately 382.9 net acres of associated leasehold acreage within the Pradera Fuego project. The aggregate purchase price attributable to Royale Energy, Inc. and its consolidated subsidiary (the “Company” or “Royale”) was $1.5 million, paid in cash at closing on September 3, 2025.
Prior to the Pradera Fuego Acquisition, Royale held working and revenue interests in certain wells within the Pradera Fuego project. The acquisition increased the Company's aggregate working and revenue interests in the project and the Company's proportionate share of production, revenues, and operating costs attributable to the Pradera Fuego project.
The Pradera Fuego Acquisition was financed through a combination of cash on hand and debt. In connection with the closing, the Company increased its existing borrowings by an additional $500,000, with the remainder of the purchase price funded from available cash.
The accompanying Statement of Revenues and Direct Operating Expenses (the “Statement”) presents the historical operating results of the acquired net working and net revenue interests only, for the periods indicated. The Statements differ from a complete income statement prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in that they exclude certain costs and expenses associated with ownership and operation of the Pradera Fuego Acquisition Properties, including but not limited to:
| ● | depreciation, depletion and amortization, |
| ● | accretion of asset retirement obligations, |
| ● | general and administrative expenses, |
| ● | interest expense, and |
| ● | income taxes. |
These costs were not separately allocated to the Pradera Fuego Acquisition Properties within the accounting records of the properties. No balance sheet has been presented for the Pradera Fuego Acquisition Properties because the acquired interests were not operated as a separate subsidiary, division, or stand-alone business by the seller, and complete historical financial statements are not available. Similarly, statements of cash flows have not been presented. Accordingly, the accompanying statements of revenues and direct operating expenses are presented in lieu of full financial statements required by the SEC under Regulation S-X.
The Statement was prepared on the accrual basis of accounting and were derived from historical accounting records of the Seller. These historical results are not representative of future operating results.
2
2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the Statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues and direct operating expenses for the periods presented. Significant estimates include oil and gas revenue accruals, production volumes, and reserve quantities attributable to the acquired interests. Actual results could differ materially from those estimates.
Revenue Recognition
Revenues are derived from the sale of crude oil and natural gas produced from the Pradera Fuego Acquisition Properties. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, at the point in time when control of the hydrocarbons is transferred to the purchaser at the designated delivery point, net of applicable gathering, transportation, and processing charges. Revenues presented reflect only the Company’s proportionate share of production attributable to the acquired net working and net revenue interests.
Direct Operating Expenses
Direct operating expenses are recognized as incurred and consist solely of the direct costs of operating the Pradera Fuego Acquisition Properties. These expenses include:
| 1. | Labor costs incurred to operate and maintain wells and related equipment and facilities; |
| 2. | Repairs and maintenance; |
| 3. | Materials, supplies, fuel, and utilities consumed in operations; |
| 4. | Gathering, compression, and processing costs; and |
| 5. | Production and severance taxes. |
Direct operating expenses exclude depreciation, depletion and amortization, accretion expense, overhead allocations, interest expense, and income taxes.
3. SUBSEQUENT EVENTS
The Company evaluated subsequent events through July 10, 2026, the date the accompanying statements of revenues and direct operating expenses were available to be issued and determined that no subsequent events occurred that would require adjustment to or disclosure in these statements, except for those disclosed in Note 1.
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Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Acquisition of the Pradera Fuego Properties
On September 3, 2025, Royale Energy, Inc. (“Royale” or the “Company”), through its consolidated subsidiary, Royale Energy Funds, Inc., completed the acquisition of certain non-operated working and revenue interests in producing oil and natural gas properties located in Ector County, Texas (the “Pradera Fuego Acquisition Properties”) from Pradera Fuego LP, pursuant to assignment and conveyance agreements entered into on that date (“the Transaction”). The effective date of the Transaction was July 1, 2025.
The Pradera Fuego Acquisition Properties consist of non-operated working and net revenue interests in seven gross (.19 net) producing horizontal wells and approximately 382.9 net acres of associated leasehold acreage within the Pradera Fuego project. The aggregate consideration for the Transaction was $1.5 million, paid in cash. The Transaction was funded through a combination of cash on hand and debt; in connection with the closing, the Company increased its existing note payable by $500,000, with the remainder of the purchase price funded from available cash (together, the “Related Financing”). Prior to the Transaction, Royale held working and revenue interests in certain wells within the Pradera Fuego project.
Unaudited Pro Forma Condensed Combined Financial Statements
The following unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of Royale and the historical Statements of Revenues and Direct Operating Expenses of the Pradera Fuego Acquisition Properties, which are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A.
The Transaction is accounted for as an asset acquisition under accounting principles generally accepted in the United States of America (“GAAP”), as substantially all of the fair value of the assets acquired is concentrated in a group of similar identifiable assets and the acquired interests do not constitute a business as defined in Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). For purposes of the financial statement requirements of the SEC, the Transaction is treated as a business acquisition under Rule 3-05 and Article 11 of Regulation S-X.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025 was prepared as if the Transaction and the Related Financing had occurred on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 were prepared as if the Transaction and the Related Financing had occurred on January 1, 2024.
The unaudited pro forma condensed combined financial statements reflect the following pro forma adjustments related to the Transaction, based on available information and certain assumptions that the Company believes are reasonable:
| ● | the Transaction and the Related Financing, including the additional borrowings incurred to fund a portion of the purchase price; |
| ● | the allocation of the purchase price to the oil and gas properties acquired; |
| ● | the asset retirement obligation assumed in connection with the acquired interests; |
| ● | depreciation, depletion and amortization on the acquired oil and gas properties, computed under the unit-of-production method; and |
| ● | the estimated income tax effects of the pro forma adjustments. |
Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read together with the unaudited pro forma condensed combined financial statements. In the Company’s opinion, all adjustments necessary to present fairly the pro forma information have been made.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not intended to represent what the Company’s financial position or results of operations would have been had the Transaction and the Related Financing actually been consummated on the dates assumed, nor does it purport to project the Company’s financial position or results of operations for any future period. The unaudited pro forma condensed combined statements of operations do not reflect any synergies, cost savings, operational efficiencies, or integration costs that may result from the Transaction.
The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes contained in Royale’s Annual Report on Form 10-K for the year ended December 31, 2024, and the historical Statements of Revenues and Direct Operating Expenses of the Pradera Fuego Acquisition Properties and the accompanying notes thereto filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A of which this Exhibit 99.3 is a part.
Royale
Energy, Inc and subsidiaries
Unaudited Pro forma Condensed COMBINED Balance Sheet
June 30, 2025
| Royale Energy Historical | Transaction Accounting Adjustments (see Note 4) | Royale ProForma Combined | ||||||||||
| (unaudited) | ||||||||||||
| ASSETS | ||||||||||||
| Current Assets: | ||||||||||||
| Cash and Cash Equivalents | $ | 1,456,696 | (1,000,000 | )(a) | 456,696 | |||||||
| Restricted Cash | 6,000,000 | - | 6,000,000 | |||||||||
| Other Receivables, net | 685,566 | - | 685,566 | |||||||||
| Revenue Receivables | 332,426 | - | 332,426 | |||||||||
| Prepaid Expenses and Other Current Assets | 754,105 | - | 754,105 | |||||||||
| Deferred Drilling Costs | 235,052 | - | 235,052 | |||||||||
| Prepaid Drilling to RMX Resources, LLC | - | - | ||||||||||
| Total Current Assets | 9,463,845 | (1,000,000 | ) | 8,463,845 | ||||||||
| Other Assets | 576,265 | - | 576,265 | |||||||||
| Right of Use Asset - Operating Leases | 190,108 | - | 190,108 | |||||||||
| Oil and Gas Properties (Successful Efforts Basis), Real Property and Equipment and Fixtures, net | 4,213,972 | 1,508,384 | (b) | 5,722,356 | ||||||||
| Total Assets | $ | 14,444,190 | 508,384 | 14,952,574 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||
| Current Liabilities: | ||||||||||||
| Accounts Payable and Accrued Expenses | $ | 5,066,253 | - | 5,066,253 | ||||||||
| Notes Payable - Current | 1,400,000 | - | 1,400,000 | |||||||||
| Royalties Payable | 611,833 | - | 611,833 | |||||||||
| RMX Resources, LLC | 23,087 | - | 23,087 | |||||||||
| Operating Leases - Current | 98,131 | - | 98,131 | |||||||||
| Asset Retirement Obligation - Current | 1,012,500 | - | 1,012,500 | |||||||||
| Deferred Drilling Obligations | 13,282,996 | - | 13,282,996 | |||||||||
| Total Current Liabilities | 21,494,800 | - | 21,494,800 | |||||||||
| Noncurrent Liabilities: | ||||||||||||
| Asset Retirement Obligation | 4,028,905 | 8,384 | (c) | 4,037,289 | ||||||||
| Notes Payable - Non-current | 2,153,415 | 500,000 | (d) | 2,653,415 | ||||||||
| Operating Leases - Non-current | 94,720 | - | 94,720 | |||||||||
| Accrued Unpaid Guaranteed Payments | 90,000 | - | 90,000 | |||||||||
| Accrued Liabilities - Non-current | 12,386 | - | 12,386 | |||||||||
| Total Liabilities | 27,874,226 | 508,384 | 28,382,610 | |||||||||
| Stockholders’ Deficit: | ||||||||||||
| Common Stock, $0.001 Par Value, 280,000,000 Shares Authorized 96,600,302 shares issued and outstanding at June 30, 2025 | 96,600 | - | 96,600 | |||||||||
| - | ||||||||||||
| Additional Paid in Capital | 81,078,554 | - | 81,078,554 | |||||||||
| Accumulated Deficit | (94,605,190 | ) | - | (94,605,190 | ) | |||||||
| Total Stockholders’ Deficit | (13,430,036 | ) | - | (13,430,036 | ) | |||||||
| Total Liabilities, and Stockholders’ Deficit | $ | 14,444,190 | 508,384 | 14,952,574 | ||||||||
2
Royale
Energy, Inc and subsidiaries
UNaudited Pro forma Condensed COMBINED Statement of Operations
| 6 Months ended June 30, 2025 | ||||||||||||||||
| Historical Royale | Pradera Fuego Acquisition Properties | Transaction Adjustments (see Note 5) | Pro Forma Combined | |||||||||||||
| Revenue | ||||||||||||||||
| Oil NGL and Gas Sales | $ | 818,502 | $ | 553,634 | $ | - | $ | 1,372,136 | ||||||||
| Other Operating Revenue | 52,981 | - | - | 52,981 | ||||||||||||
| Total Revenue | 871,483 | 553,634 | - | 1,425,117 | ||||||||||||
| Lease Operating Expenses | 592,977 | 86,448 | - | 679,425 | ||||||||||||
| Severance Tax | 30,159 | 33,877 | - | 64,036 | ||||||||||||
| Depreciation Depletion and Amortization | 115,480 | - | 100,080 | (a) | 215,560 | |||||||||||
| Impairment | 27,250 | - | - | 27,250 | ||||||||||||
| Legal and Accounting | 305,712 | - | - | 305,712 | ||||||||||||
| Credit Loss Expense | 13,126 | - | - | 13,126 | ||||||||||||
| Marketing | 166,528 | - | - | 166,528 | ||||||||||||
| General and Administrative | 852,046 | - | - | 852,046 | ||||||||||||
| Total Costs and Expenses | 2,103,278 | 120,325 | 100,080 | 2,323,683 | ||||||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest Expense | (195,112 | ) | - | 37,500 | (b) | (157,612 | ) | |||||||||
| Gain on Settlement of Accounts payable | 105,494 | - | - | 105,494 | ||||||||||||
| Gain on Settlement of Asset Retirement Obligations | 220,692 | - | - | 220,692 | ||||||||||||
| Total Other Income (Expense) | 131,074 | - | 37,500 | 168,574 | ||||||||||||
| Net Income (Loss) | $ | (1,100,721 | ) | $ | 433,309 | $ | (62,580 | ) | $ | (729,992 | ) | |||||
| Earnings per Share | $ | (0.01 | ) | - | - | $ | (0.01 | ) | ||||||||
3
Royale
Energy, Inc and subsidiaries
UNaudited Pro forma Condensed combined
Statement of Operations
| For the year ended December 31, 2024 | ||||||||||||||||
| Historical Royale | Pradera Fuego Acquisition Properties | Transaction Adjustments (see Note 5) | Pro Forma Combined | |||||||||||||
| Revenue | ||||||||||||||||
| Sale of Oil and Gas | $ | 2,246,073 | $ | 1,154,219 | $ | - | $ | 3,400,292 | ||||||||
| Supervisory Fees and Other | 16,266 | - | - | $ | 16,266 | |||||||||||
| Total Revenue | 2,262,339 | 1,154,219 | - | 3,416,558 | ||||||||||||
| Lease Operating Expenses | 1,983,173 | 150,872 | - | 2,134,045 | ||||||||||||
| Severance Tax | 81,832 | 68,541 | - | 150,373 | ||||||||||||
| Impairment | 400,719 | - | - | 400,719 | ||||||||||||
| Depreciation Depletion and Amortization | 308,523 | - | 278,275 | (a) | 586,798 | |||||||||||
| General and Administrative | 1,633,740 | - | - | 1,633,740 | ||||||||||||
| Bad Debt Expense | 450,743 | - | - | 450,743 | ||||||||||||
| Legal and Accounting | 582,413 | - | - | 582,413 | ||||||||||||
| Marketing | 347,044 | - | - | 347,044 | ||||||||||||
| Total Expenses | 5,788,187 | 219,413 | 278,275 | 6,285,875 | ||||||||||||
| Gain on Turnkey Drilling Programs | 1,607,677 | - | - | 1,607,677 | ||||||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest Expense | (304,873 | ) | - | (75,000 | )(b) | (379,873 | ) | |||||||||
| Gain on Sale of Assets | 17,500 | - | - | 17,500 | ||||||||||||
| Total Other Income (Expense) | (287,373 | ) | - | (75,000 | ) | (362,373 | ) | |||||||||
| Net Income (Loss) | $ | (2,205,544 | ) | $ | 934,806 | $ | (353,275 | ) | $ | (1,624,013 | ) | |||||
| Earnings per Share | $ | (0.03 | ) | $ | - | $ | - | $ | (0.01 | ) | ||||||
4
NOTES TO UNAUDITED PRO FORMA Condensed combined FINANCIAL STATEMENTS
Note 1 – Basis of Presentation
The accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 have been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined financial statements are presented to illustrate the effect of Royale Energy, Inc.’s (“Royale” or the “Company”) acquisition of additional non-operated working and revenue interests in the Pradera Fuego project as if the transaction had occurred on January 1, 2024.
The unaudited pro forma condensed combined financial statements are for illustrative purposes only and do not purport to represent the actual financial position or results of operations that would have occurred had the acquisition been completed on the dates assumed, nor are they necessarily indicative of future results.
Note 2 – Description of the Transaction
On September 3, 2025, Royale completed the acquisition of certain non-operated working and revenue interests in seven gross (.19 net) producing oil and gas wells and approximately 382.9 net acres of leasehold acreage located in Ector County, Texas (the “Acquired Properties”). The acquisition had an effective date of July 1, 2025.
The aggregate purchase price recorded by Royale and its consolidated subsidiary was $1.5 million, paid in cash. In connection with the acquisition, the Company recorded an increase in its asset retirement obligation (“ARO”) of $8,384.
Note 3 – Pro Forma Adjustments
The unaudited pro forma condensed combined financial statements include only transaction accounting adjustments (“TAAs”) that are:
| ● | directly attributable to the acquisition, |
| ● | factually supportable, and |
| ● | expected to have a continuing impact on the Company. |
No management adjustments, including anticipated synergies, cost savings, operational efficiencies, or integration costs, have been included.
Note 4 – Pro Forma Condensed Combined Balance Sheet Adjustments
The pro forma condensed combined balance sheet as of June 30, 2025 reflects the following adjustments:
| (a) | Cash and cash equivalents decreased by $1 million, reflecting the cash consideration paid at closing. |
| (b) | Oil and gas properties increased by $1.5 million, representing the purchase price allocated to the Acquired Properties. |
| (c) | Asset retirement obligation increased by $8,384, representing the Company’s proportionate share of plugging and abandonment obligations assumed. |
| (d) | In August 2025, in connection with the acquisition, the Company increased its existing note payable by $500,000. The remainder of the purchase price was funded using existing cash and working capital. |
Note 5 – Pro Forma Condensed Statements of Operations Adjustments
(a) Depreciation, Depletion, and Amortization (“DD&A”)
Depreciation, depletion and amortization was calculated using the unit-of-production method under the successful efforts method of accounting, and DD&A was adjusted to reflect the relative fair values and production volumes attributable to the acquired properties Pro forma DD&A was calculated using the unit-of-production method, based on:
(b) Interest Expense
The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 reflect an adjustment to interest expense to give effect to the borrowings incurred to finance the Pradera Fuego Acquisition as if those borrowings had been outstanding since January 1, 2024, the date as of which the transaction is assumed to have occurred. The adjustment represents the amount of interest that would have been incurred during the respective periods presented on the additional borrowings used to fund a portion of the purchase price.
A 1/8 percent variance in the effective interest rate on the borrowings used to finance the Pradera Fuego Acquisition would result in a change in interest expense of approximately $313 and $625 for the six months ended June 30, 2025, and for the year ended December 31, 2024, respectively.
Note 6 – Income Taxes
Income tax effects of the pro forma adjustments have been calculated using the Company’s estimated combined statutory tax rate of approximately 24%.
The Company maintains a full valuation allowance against its deferred tax assets. Accordingly, the pro forma tax adjustments do not result in a material cash tax impact.
Note 7 – Transaction Costs
The Company did not incur material transaction costs in connection with the acquisition. Any transaction costs incurred would have been capitalized as part of the cost of the Pradera Fuego Acquired Properties in accordance with ASC 805-50 and are excluded from the pro forma financial information.
5
Note 8 – Supplemental Pro Forma Oil and Natural Gas Reserves Information
The following estimated unaudited pro forma oil and natural gas reserves information is not necessarily indicative of the results that might have occurred had the transaction been consummated on January 1, 2024, and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors. The reserve information for the Company is based on proved reserve reports prepared in accordance with the Securities and Exchange Commission’s (SEC) rules on oil and natural gas reserve estimation and disclosures. Netherland, Sewell & Associates, Inc prepared the Company’s proved reserve reports as of December 31, 2024 and 2023. An explanation of the underlying methodology applied to the Company’s reserve information, as required by SEC regulations, can be found within the Annual Report on Form 10-K as of and for the year ended December 31, 2024. Reserve information for the Pradera Fuego Acquisition was prepared by the Company, based upon the Company’s independent reserve report for the same periods. The following tables set forth the estimated unaudited pro forma combined proved develop and undeveloped reserves information as of December 31, 2024, along with a summary of changes in quantities of remaining proved reserves during the year ended December 31, 2024.
| Total Proved Reserves | ||||||||||||||||||||||||
| Royale | Pradera Fuego Acquisition | Combined | ||||||||||||||||||||||
| Oil (BBL) | Gas (MCF) | Oil (BBL) | Gas (MCF) | Oil (BBL) | Gas (MCF) | |||||||||||||||||||
| Beginning of period, December 31, 2023 | 217,780 | 473,540 | 102,716 | 157,642 | 320,496 | 631,182 | ||||||||||||||||||
| Revisions of previous estimates | 32,490 | 4,115 | 25,802 | 93,801 | 20,506 | 39,024 | ||||||||||||||||||
| Production | (26,573 | ) | (116,406 | ) | (18,893 | ) | (29,446 | ) | (45,466 | ) | (145,852 | ) | ||||||||||||
| Extensions, discoveries and improved recovery | 15,043 | 31,511 | - | - | 15,043 | 31,511 | ||||||||||||||||||
| Merger Acquisition | - | - | - | - | - | - | ||||||||||||||||||
| Purchase of minerals in place | - | - | - | - | - | - | ||||||||||||||||||
| Sales of minerals in place | - | - | - | - | - | - | ||||||||||||||||||
| Proved reserves end of period, December 31, 2024 | 238,740 | 392,760 | 109,625 | 221,997 | 310,579 | 555,865 | ||||||||||||||||||
| Proved Developed | ||||||||||||||||||||||||
| Royale | Pradera Fuego Acquisition | Combined | ||||||||||||||||||||||
| Oil (BBL) | Gas (MCF) | Oil (BBL) | Gas (MCF) | Oil (BBL) | Gas (MCF) | |||||||||||||||||||
| Proved developed reserves: | ||||||||||||||||||||||||
| Beginning of period, December 31, 2023 | 138,060 | 357,940 | 76,527 | 120,459 | 214,587 | 478,399 | ||||||||||||||||||
| End of Period December 31, 2024 | 152,550 | 238,310 | 109,625 | 221,997 | 262,175 | 460,307 | ||||||||||||||||||
| Proved Undeveloped | ||||||||||||||||||||||||
| Royale | Pradera Fuego Acquisition | Combined | ||||||||||||||||||||||
| Oil (BBL) | Gas (MCF) | Oil (BBL) | Gas (MCF) | Oil (BBL) | Gas (MCF) | |||||||||||||||||||
| Proved undeveloped reserves: | ||||||||||||||||||||||||
| Beginning of period | 79,720 | 115,600 | 26,189 | 37,183 | 105,909 | 152,783 | ||||||||||||||||||
| End of Period December 31, 2024 | 86,190 | 154,450 | - | - | 86,190 | 154,450 | ||||||||||||||||||
| Royale | Acquisition Properties | Combined | ||||||||||
| Future cash inflows | $ | 17,957,800 | $ | 8,338,329 | $ | 26,296,129 | ||||||
| Future production costs | (6,884,900 | ) | (1,338,130 | ) | (8,223,030 | ) | ||||||
| Future development | (34,600 | ) | (676,896 | ) | (711,496 | ) | ||||||
| Future income tax expense | - | - | - | |||||||||
| Future net cash flows | 11,038,300 | 6,323,303 | 17,361,603 | |||||||||
| 10% annual discount for estimated timing of cash flows | (4,689,600 | ) | (3,226,702 | ) | (7,916,302 | ) | ||||||
| Standardized measure of discounted future net cash flows | 6,348,700 | 3,096,601 | 9,445,301 | |||||||||
| Standardized measure at beginning of year | $ | 6,503,720 | $ | 3,393,671 | $ | 9,897,391 | ||||||
| Revisions to reserves proved in prior years: | ||||||||||||
| Net change in sales prices and production costs related to future production | (102,367 | ) | (819,956 | ) | (922,323 | ) | ||||||
| Net change in estimated future development costs | (34,600 | ) | - | (34,600 | ) | |||||||
| Net change due to revisions in quantity estimates | 900,932 | 1,332,445 | 2,233,377 | |||||||||
| Accretion of discount | 650,372 | 309,660 | 960,032 | |||||||||
| Changes in production rates (timing) and other | (143,080 | ) | (143,080 | ) | ||||||||
| Total revisions to reserves proved in prior years | 1,271,257 | 822,149 | 2,093,406 | |||||||||
| Net change due to extensions and discoveries, net of estimated future development and production costs | 448,423 | - | 448,423 | |||||||||
| Net change due to purchases of reserves in place | - | - | - | |||||||||
| Net change due to divestitures of reserves in place | - | - | - | |||||||||
| Sales of crude oil, NGLs and natural gas produced, net of production costs | (1,874,700 | ) | (1,119,219 | ) | (2,993,919 | ) | ||||||
| Previously estimated development costs incurred | - | - | - | |||||||||
| Net change in income taxes | - | - | - | |||||||||
| Net change in standardized measure of discounted future net cash flows | (155,020 | ) | (297,070 | ) | (452,090 | ) | ||||||
| Standardized measure at end of year | $ | 6,348,700 | $ | 3,096,601 | $ | 9,445,301 | ||||||
6