(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934



(Name of Subject Company)



(Name of Filing Person – Offeror)


COMMON STOCK, $0.005 Par Value

(Title of Class of Securities)



(CUSIP Number of Class of Securities)


Donald H. Hosmer

Stephen M. Hosmer

Co-President and Co-Chief Executive Officer

7676 Hazard Center Drive

Suite 1500

San Diego, California 92108

Telephone: (619) 881-2800

Facsimile (619) 881-2899

Copies to:

Lee Polson, Esq.

Strasburger & Price, LLP

600 Congress Avenue, Suite 1600

Austin, Texas 78701

Telephone: (512) 499-3600

Facsimile: (512) 536-5719


(Name, address, including zip code, and telephone number, including area code, of agent for service)


Transaction Valuation*

Amount of Filing Fee**




* Pursuant to Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, as amended, and solely for the purpose of calculating the registration fee, the market value of the securities to be received by Royale Energy, Inc, was calculated as the product of 3,992,792 shares of Aspen Exploration Corporation common stock, which is the maximum number of shares that may be purchased by Royale Energy, Inc., pursuant to its exchange offer, and (ii) the average of the high and low sales prices of Aspen Exploration Corporation common stock as reported by the Over-the-Counter Bulletin Board on November 20, 2008 ($0.96).


** The amount of the filing fee equals .0000393 of the transaction valuation. The entire amount of the filing fee has been offset by the amount of the filing fee paid by Royale Energy, Inc., as described below.


x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing fee with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or Schedule and the date of filing.


Amount Previously Paid:


Filing Party:

Royale Energy, Inc.


Form S-4

Date Filed:

November 25, 2008



o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.


Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third-party tender offer subject to Rule 14d-1.


]  issuer tender offer subject to Rule 13e-4.



going-private transaction subject to Rule 13e-3.



amendment to Schedule 13D under Rule 13d-2.


Check the following box if the filing is a final amendment reporting the results of the tender offer.   [  




Items 1 through 9, and Item 11.


This Tender Offer Statement on Schedule TO is filed by Royale Energy, Inc., a California corporation (“Royale”). This Schedule TO relates to the offer by Royale to exchange its common stock for up to 3,992,792 shares of the issued and outstanding common stock of Aspen Exploration Corporation (“Aspen”) at an exchange ratio of one share of Royale common stock for each 2.75 shares of Aspen common stock.


Royale has filed with the SEC a registration statement on Form S-4, relating to the Royale common stock to be issued to holders of Aspen common stock in the exchange offer. The terms and conditions of the exchange offer, as well as a description of Royale and other information required by Schedule TO, are set forth in the prospectus which is part of that registration statement.


All of the information in the prospectus, and any prospectus supplement or other amendment or supplement thereto related to the exchange offer hereafter filed with the SEC by Royale, is hereby incorporated by reference into Items 1 through 9 and 11 of this schedule TO.


Item 10.

Financial Statements


The information set forth in the prospectus under the sections entitled Summary Selected Financial Data of Royale, Summary Selected Consolidated Financial Data of Aspen, Unaudited Pro Forma Condensed Combined Financial Information of Royale and Aspen and the financial statements of each of Royale and Aspen beginning on page F-1 of the prospectus are incorporated herein by reference.


Item 12.



See Exhibit Index




After due inquiry and to the best of my knowledge an belief, I certify that the information set forth in this statement is true, complete and correct.





November 25, 2008

/s/ Stephen M. Hosmer


Stephen M. Hosmer, Co-President, Co-Chief


Executive Officer and Chief Financial Officer



Exhibit Index



Form of Letter of Transmittal




Prospectus relating to Royale common stock to be issued in the Offer, incorporated by reference to the registration statement on Form S-4 filed by Royale on November 25, 2008.




Press release announcing intent to commence exchange offer, incorporated by reference to the Form 425 filed by Royale on November 21, 2008.





* To be filed by amendment.