Trillion Energy Announces Debenture Settlement Agreement

Rhea-AI Summary

Trillion Energy (OTCQB: TRLEF) reached a debenture settlement framework via a Fourth Supplemental Indenture dated March 20, 2026. The company owes CAD$16,379,828.49 as of Jan 31, 2026 (principal CAD$14,999,000 + interest CAD$1,380,828.49) plus further interest to March 20, 2026.

Subject to completing a brokered prospectus financing of at least CAD$10,000,000 by September 30, 2026, debenture holders will convert CAD$11,000,000 into equity at the Financing price and forgive ~CAD$5.37 million of the Amount Due; otherwise the indenture terminates and the Amount Due becomes immediately payable.

Positive

• Debenture conversion of CAD$11,000,000 into equity upon financing
• Debenture holders agree to forgive approximately CAD$5.37 million
• Defined financing target of CAD$10,000,000 with a clear deadline (Sep 30, 2026)

Negative

• Outstanding debt and interest totalling CAD$16,379,828.49 as of Jan 31, 2026
• Financing failure by Sep 30, 2026 triggers immediate repayment of the full Amount Due
• Conversion price tied to the lowest tranche price could result in significant dilution

Vancouver, British Columbia--(Newsfile Corp. - March 27, 2026) - Trillion Energy International Inc. (CSE: TCF) (OTCQB: TRLEF) (FSE: Z62) ("Trillion" or the "Company") announces that further to the convertible debenture indenture entered into between the Company and debentureholders dated April 20, 2023 and as supplemented from time to time thereafter for aggregate principal amount of $15,000,000 at 12.0% interest for convertible debentures of the Company (the "Convertible Debentures"), holders (the "Debenture Holders") representing at least 66-2/3% of the principal amount of the Convertible Debentures have signed an extraordinary resolution dated March 20, 2026, authorizing the Company and the debenture trustee Odyssey Trust, to enter into a fourth supplemental debenture indenture (the "Fourth Supplemental Indenture") to amended various terms of the Indenture as described below.

As of March 20, 2026, the Company owes principal and interest to the Debenture Holders, all of which is currently due in the amount of CAD$16,379,828.49 as of January 31, 2026 (principal amount of CAD$14,999,000 plus interest of CAD$1,380,828.49) plus interest accrued to March 20, 2026 (the "Amount Due").

The Company intends to use its best efforts to raise new equity capital for cash consideration through a brokered prospectus offering to investors for an amount not less than CAD$10,000,000 (the "Financing Amount") to conclude at or before September 30, 2026 (the "Financing").

The Company and the Debenture Holders entered into the Fourth Supplemental Indenture dated March 20, 2026 and, provided the Company completes the Financing for aggregate proceeds of not less than the Financing Amount, the Amounts Due shall be settled and satisfied in the manner set out in the Fourth Supplemental Indenture (collectively, the "Amendments").

Subject to and conditional upon the Company completing the Financing for aggregate proceeds of not less than the Financing Amount:

1. The Debenture Holders shall convert $11,000,000 of the Amount Due (the "Converted Amount") to common shares of the Company at the same price and terms of the Financing completed by the Company. In the event that the Company completes the Financing in one or more separate tranches or offerings, the Debenture Holders shall only be obligated to convert the Convertible Debentures hereunder when the cumulative total raised from the Financing meets or exceeds the Financing Amount; and

2. The remaining portion of the Amount Due (approximately $5.37 million) shall be written off and fully forgiven by the Debenture Holders (the "Forgiven Amount").

In the event the Financing is completed in more than one tranche or offering at different offering prices, the Debenture Holder's conversion price shall be equal to the lowest price at which equity capital is issued under the Financing.

In the event the Company does not complete the Financing for aggregate proceeds of not less than the Financing Amount Financing on or before September 30, 2026, this Fourth Supplemental Indenture shall terminate and be of no force and effect after such date, and the Amount Due owing under the Convertible Debentures shall immediately become due and payable, including for greater certainty the Forgiven Amount.

A copy of the Fourth Supplemental Indenture will be filed on SEDAR+ under the Company's profile at www.sedarplus.ca.

About the Company

Trillion Energy International Inc is focused on oil and natural gas production for Europe and Türkiye with natural gas assets in Türkiye. The Company is 49% owner of the SASB natural gas field, a Black Sea natural gas development and a 19.6% (except three wells with 9.8%) interest in the Cendere oil field. More information may be found on www.sedarplus.ca, and our website.

Contact
Sean Stofer, Chairman
Brian Park, VP of Finance
1-778-819-1585
E-mail: info@trillionenergy.com
Website: www.trillionenergy.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290285

FAQ

What does Trillion Energy's March 20, 2026 Fourth Supplemental Indenture mean for TRLEF shareholders?

It means potential dilution but reduced cash burden if Financing succeeds; CAD$11,000,000 converts to shares. According to the company, conversion occurs at the Financing price and about CAD$5.37 million of debt would be forgiven upon a ≥CAD$10M financing by Sept 30, 2026.

How much does Trillion Energy owe as of January 31, 2026 and what portion is addressed in the settlement for TRLEF?

The company owed CAD$16,379,828.49 (principal plus interest) as of Jan 31, 2026. According to the company, CAD$11,000,000 would convert to equity upon the Financing and approximately CAD$5.37 million would be forgiven.

What are the conditions and deadline for TRLEF's proposed financing tied to the debenture amendments?

The amendments require a brokered prospectus financing of at least CAD$10,000,000 to close by September 30, 2026. According to the company, the Fourth Supplemental Indenture becomes void if that Financing is not completed by that date, making the Amount Due payable.

How will the TRLEF debenture conversion price be determined if the Financing occurs in multiple tranches?

Conversion price equals the lowest price at which equity is issued across tranches. According to the company, if the Financing closes in multiple offerings, debenture holders convert only once cumulative proceeds reach ≥CAD$10M, using the lowest tranche price.

What happens to Trillion Energy's Amount Due if the company fails to raise the required financing by Sept 30, 2026?

If the Financing is not completed by Sept 30, 2026, the Fourth Supplemental Indenture terminates and the full Amount Due becomes immediately due. According to the company, that reversion includes the previously described forgiven portion becoming payable again.

Where will investors find the Fourth Supplemental Indenture for TRLEF and supporting details?

A copy of the Fourth Supplemental Indenture will be filed on SEDAR+ under the company's profile. According to the company, the document will be available on www.sedarplus.ca for investor review and verification of terms.