UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2019
Royal Energy Resources, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52547 | 11-3480036 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
56 Broad Street, Suite 2
Charleston, South Carolina 29401
(Address of principal executive office) (Zip Code)
(843) 900-7693
(Registrants’ telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 5, 2019, Royal Energy Resources, Inc. entered into an amended and restated secured promissory note (the “Amendment”) with Cedarview Opportunities Master Fund, L.P (“Cedarview”). The Amendment relates to the secured promissory note (‘the “Note”) executed between Royal and Cedarview on May 31, 2017 for the principal sum of $2,500,000 with a maturity date of May 31, 2019. The Amendment extends the maturity date to May 31, 2020 and requires a principal reduction of $1,000,000 due on or before May 31, 2019 along with a $45,000 extension fee due upon execution of the Amendment. All other terms, provisions, conditions and definitions as set forth in the Note remain in full force and effect, including without limitation all security and collateral required by the Note.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following is filed as an Exhibit to this Report.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amended and Restated Secured Promissory Note dated as of March 5, 2019 by Royal Energy Resources, Inc. and Cedarview Opportunities Master Fund, L.P. |
SIGNATURES
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 thereunto duly authorized.
| Royal Energy Resources, Inc. | ||
| Dated: March 11, 2019 | By: | /s/ Whitney C. Kegley |
| Name: | Whitney C. Kegley | |
| Title: | General Counsel | |
EXHIBIT INDEX
| 10.1 | Amended and Restated Secured Promissory Note dated as of March 5, 2019 by Royal Energy Resources, Inc. and Cedarview Opportunities Master Fund, L.P. |
AMENDED AND RESTATED SECURED PROMISSORY NOTE
| $2,500,000.00 | March 5, 2019 |
WHEREAS, on May 31, 2017, ROYAL ENERGY RESOURCES, INC., a Delaware corporation, having an address at 56 Broad Street, Suite 2, Charleston, SC 29401 (the “ Maker ”), executed a certain Secured Promissory Note (the “ Note ”) pursuant to which Maker promised to pay to the order of Cedarview Opportunities Master Fund, L.P., having an address One Penn Plaza, 45th Floor, New York, NY 10119, and any subsequent holder of this Note (“ Holder ” or “ Holders ”) in the manner thereinafter provided, the principal sum of $2,500,000.00 (the “ Loan ”), or such sum as may be advanced and outstanding from time to time, in lawful money of the United States, together with interest thereon to be computer on the unpaid principal balance outstanding at the Applicable Interest Rate (as such term is defined in the Note); and
WHEREAS , the Maker and Holder, in accordance with the Note, agree to extend the term of the Note and the Applicable Maturity Date of the Note from May 31, 2019, to May 31, 2020, upon the terms and conditions set forth herein, Maker and Holder agree to Amend and Restate the Note as follows:
1. All terms, provisions, conditions and definitions as set forth in the Note remain in full force and effect, including without limitation all security and collateral, except as specifically set forth in this Amended and Restated Secured Promissory Note (the “Amended Note”).
2. The First Extended Maturity Date is May 31, 2020.
3. There is currently due and outstanding by Maker to Holder the total principal amount of $2,500,000.00 (“Current Principal”).
4. On or before the Applicable Maturity Date of May 31, 2019, Maker shall pay to Holder a $1,000,000 principle pay-down, resulting in a new principal amount of $1,500,000 (the “New Principal”).
5. In consideration to Holder’s agreement to this Amended Note, Maker shall pay to Holder upon execution hereof the amount of $45,000 as a loan extension fee (“Extension Fee”).
6. Interest shall continue to accrue as set forth in the Note, at the rate of fourteen (14%) percent (“Accruing Interest”) on the New Principal.
7. All Accruing Interest and the New Principal shall be paid in full to Holder at the First Extended Maturity Date, May 31, 2020. In the event Maker makes a pre-payment of principle prior to the First Extended Maturity Date, as provided in the Note, then Maker shall in all events pay all interest in full calculated as though any such date of pre-payment was the First Extended Maturity Date. There are no other payments due or other amortization of the sums due and payable.
REMAINDER OF PAGE LEFT BLANK
IN WITNESS WHEREOF , Maker has caused this Amended and Restated Secured Promissory Note to be duly executed under seal on the date first above written.
ROYAL ENERGY RESOURCES, Inc., a Delaware
Corporation,
| By: | /s/ William L. Tuorto | |
| Name: | William L. Tuorto | |
| Title: | Executive Chairman |