[10-Q] Trio Petroleum Corp. Quarterly Earnings Report
Trio Petroleum Corp. (TPET) reported continued operating losses and liquidity strain for the period ended July 31, 2025. The company holds an approximate 85.775% working interest (≈68.62% net revenue interest after royalties) in the South Salinas Project and continues to develop multiple oil and gas leases. For the three months ended July 31, 2025 the company reported a loss before income taxes of $1,386,723 and for the nine months a loss before income taxes of $4,566,000, with a reported accumulated deficit of $24,639,679. Cash on hand in the operating bank account was $584,365 and the company reported a working capital deficit of $679,729; it stated it had no cash equivalents as of July 31, 2025. Production from the HV-3A discovery well was idled pending an assessment of options to increase gross production. The filing lists multiple recent financings and convertible debt transactions completed to provide liquidity, and numerous equity issuances, warrant and stock‑based compensation activities that materially affected equity balances.
Trio Petroleum Corp. (TPET) ha riportato perdite operative continue e tensione di liquidità per il periodo chiuso al 31 luglio 2025. L'azienda detiene circa l'85,775% di partecipazione operativa (≈68,62% di interesse netto sui ricavi dopo royalties) nel South Salinas Project e continua a sviluppare multiple concessioni petrolifere e gas. Per i tre mesi terminati il 31 luglio 2025 ha riportato una perdita al reddito prima delle imposte di $1.386.723 e per i nove mesi una perdita prima delle imposte di $4.566.000, con un deficit accumulato di $24.639.679. La liquidità disponibile sul conto operativo era di $584.365 e l'azienda ha riportato un deficit di capitale circolante di $679.729; ha dichiarato di non avere né equivalenti di cassa al 31 luglio 2025. La produzione dal pozzo di scoperta HV-3A è stata messa in idle in attesa di una valutazione delle opzioni per aumentare la produzione lorda. La documentazione elenca numerose operazioni di finanziamento recenti e transazioni di debito convertibile concluse per fornire liquidità, oltre a numerose emissioni di azioni, warrant e attività di compensazione basata su azioni che hanno influenzato in modo sostanziale i saldi di capitale proprio.
Trio Petroleum Corp. (TPET) informó pérdidas operativas continuas y presión de liquidez para el período terminado el 31 de julio de 2025. La empresa posee aproximadamente un 85,775% de interés de trabajo (≈68,62% de interés neto sobre los ingresos tras regalías) en el South Salinas Project y continúa desarrollando múltiples arrendamientos de petróleo y gas. Para los tres meses terminados el 31 de julio de 2025 reportó una pérdida antes de impuestos de $1.386.723 y para los nueve meses una pérdida antes de impuestos de $4.566.000, con un déficit acumulado de $24.639.679. El efectivo disponible en la cuenta operativa era de $584.365 y la empresa reportó un déficit de capital de trabajo de $679.729; indicó que no tenía equivalentes de efectivo a fecha del 31 de julio de 2025. La producción del pozo HV-3A descubrió se mantuvo inactiva mientras se evaluaban opciones para aumentar la producción bruta. El informe enumera múltiples financiamientos recientes y transacciones de deuda convertible realizadas para proporcionar liquidez, y numerosas emisiones de acciones, warrants y compensación basada en acciones que han influido de forma notable en los saldos de capital.
Trio Petroleum Corp. (TPET)은 2025년 7월 31일 종료 기간 동안 지속적인 영업 손실과 유동성 압박을 보고했습니다. 회사는 South Salinas Project에서 약 85.775%의 작업지분을 보유하고 있으며 로열티 이후 순매출지분으로 환산하면 약 68.62%에 해당합니다. 또한 여러 개의 석유 및 가스 계약에 대한 개발을 계속하고 있습니다. 2025년 7월 31일로 종료된 3개월 동안 법인세 차감 전 손실이 1,386,723달러, 9개월 동안은 법인세 차감 전 손실이 4,566,000달러이며 누적 적자 24,639,679달러를 보고했습니다. 영업 은행계좌 현금은 584,365달러였고 운전자본 적자 679,729달러를 보고했습니다. 2025년 7월 31일 기준으로 현금 등가물은 없다고 밝혔습니다. HV-3A 발견구에서의 생산은 총생산 증가를 위한 옵션 평가 대기 중으로 비가동 상태였습니다. 이 보고서는 유동성을 확보하기 위해 완료된 다수의 최근 금융 및 전환부채 거래와 주식 발행, 워런트 및 주식 기반 보상 활동이 지분 잔액에 실질적으로 영향을 미쳤다고 나열하고 있습니다.
Trio Petroleum Corp. (TPET) a enregistré des pertes d'exploitation continues et des tensions de liquidité pour la période se terminant le 31 juillet 2025. L'entreprise détient environ 85,775% de participation opérationnelle (≈68,62% de participation nette sur les revenus après royalties) sur le South Salinas Project et continue de développer plusieurs baux pétroliers et gaziers. Pour les trois mois terminés le 31 juillet 2025, elle a enregistré une perte avant impôt de 1 386 723 $ et pour les neuf mois une perte avant impôt de 4 566 000 $, avec un déficit cumulé de 24 639 679 $. La trésorerie disponible dans le compte opérationnel était de 584 365 $ et l'entreprise a signalé un déficit de fonds de roulement de 679 729 $; elle a déclaré ne posséder aucun équivalent de trésorerie au 31 juillet 2025. La production du puits HV-3A a été mise en veille en attendant l'évaluation des options pour augmenter la production brute. Le dépôt répertorie de nombreuses financements récents et des transactions de dette convertible réalisées pour fournir des liquidités, ainsi que de nombreuses émissions d'actions, des warrants et des activités de compensation basées sur des actions qui ont eu un impact significatif sur les soldes d'actions.
Trio Petroleum Corp. (TPET) meldete weiterhin operative Verluste und Liquiditätsprobleme für den Zeitraum zum 31. Juli 2025. Das Unternehmen hält ungefähr 85,775% Working Interest (≈68,62% Nettorealisierungsanteil nach Abzügen von Royalty) am South Salinas Project und entwickelt weiterhin mehrere Öl- und Gaslizenzen. Für die in drei Monaten beendete Periode zum 31. Juli 2025 meldete das Unternehmen einen Verlust vor Steuern in Höhe von 1.386.723 $ und für die neun Monate einen Verlust vor Steuern von 4.566.000 $, mit einem gemeldeten kumulierten Defizit von 24.639.679 $. Verfügbares Bargeld im operativen Bankkonto betrug 584.365 $ und das Unternehmen meldete einen Working-Capital-Defizit von 679.729 $; es gab an, dass es zum 31. Juli 2025 keine barwertigen Äquivalente habe. Die Produktion aus dem HV-3A-Entdeckungsbohrloch wurde stillgelegt, während eine Bewertung der Optionen zur Steigerung der Bruttoabgabe erfolgt. Die Einreichung listet mehrere aktuelle Finanzierungen und wandelbare Schulden-transaktionen auf, die Liquidität bereitstellten, sowie zahlreiche Aktienausgaben, Warrants und aktienbasierte Vergütungen, die die Eigenkapitalbestände wesentlich beeinflusst haben.
Trio Petroleum Corp. (TPET) ذكرت خسائر تشغيلية مستمرة وضغوط سيولة للفترة المنتهية في 31 يوليو 2025. تمتلك الشركة حصة عمل تقريبية 85.775% في South Salinas Project وتواصل تطوير عدة امتيازات نفط وغاز. للأرباع الثلاثة المنتهية في 31 يوليو 2025 أبلغت الشركة عن خسارة قبل ضرائب الدخل قدرها 1,386,723 دولار وللثمانية أشهر تسعة أشهر عن خسارة قبل ضرائب الدخل قدرها 4,566,000 دولار، مع وجود عجز تراكمى قدره 24,639,679 دولار. النقد المتاح في الحساب التشغيلي كان 584,365 دولار وأبلغت الشركة عن عجز في رأس المال العامل قدره 679,729 دولار; وذكرت أنها لا تملك مكافئات نقدية مكافئة حتى 31 يوليو 2025. تم تحويل إنتاج بئر HV-3A إلى وضع الانتظار مع انتظار تقييم الخيارات لزيادة الإنتاج الإجمالي. تسرد الوثيقة المالية عدة تمويلات حديثة وعمليات ديون قابلة للتحويل تمت لتوفير السيولة، والعديد من إصدارات الأسهم، ووكينات، وأنشطة تعويضات قائمة على الأسهم أثرت بشكل جوهري على أرصدة حقوق الملكية.
Trio Petroleum Corp. (TPET) 在截至2025年7月31日的期间报告了持续经营亏损和流动性压力。公司在 South Salinas Project 拥有约 85.775% 的作业利益（扣除特许权后净收入约为 68.62% 的净收入权益），并继续开发多项石油和天然气特许权。截至2025年7月31日的三个月，公司报告的 税前亏损为 1,386,723 美元，九个月的税前亏损为 4,566,000 美元，累计赤字为 24,639,679 美元。运营银行账户现金为 584,365 美元，公司报告的 营运资金不足 为 679,729 美元；公司称截至2025年7月31日没有现金等价物。HV-3A 勘探井的产量处于搁置状态，等待评估提升毛产量的选项。文件列出多项近期融资和可转债交易以提供流动性，以及多项股票发行、认股权证和基于股票的薪酬活动，对股本余额造成实质性影响。
- High working interest in core asset: the company holds an approximate 85.775% working interest (≈68.62% net revenue interest) in the South Salinas Project, indicating control of key assets.
- Completed asset acquisitions and capital investment: the company capitalized drilling and infrastructure costs and completed an acquisition from Novacor (issuance of 526,536 shares valued at $747,681) to grow resource base.
- Access to financing: multiple debt and convertible financings and a recent private placement provided liquidity (examples include a $1,020,000 private placement in August 2025 and prior at-the-market and convertible financings).
- Material operating losses: loss before income taxes of $1,386,723 for the three months and $4,566,000 for the nine months ended July 31, 2025.
- Weak liquidity position: cash of $584,365, no cash equivalents, and a working capital deficit of $679,729 as of July 31, 2025.
- Accumulated deficit and going concern pressure: accumulated deficit of $24,639,679 and ongoing reliance on financings and equity issuances.
- Production constraints: the HV-3A discovery well, previously producing, is currently idled pending assessment to increase gross production, limiting near-term revenue potential.
- Dilution and financing expense impact: extensive issuance of shares, conversions of debt to equity, warrants and stock-based compensation have materially affected equity and produced recognized losses on extinguishments and conversions.
Insights
TL;DR: Significant losses and a working capital deficit create near-term liquidity risk despite recent financings.
The company reported material operating losses for the three- and nine-month periods ended July 31, 2025, with an accumulated deficit of $24.6 million and a working capital deficit of $679,729. Cash on hand of $584,365 and the absence of cash equivalents highlight constrained liquidity. The filing documents multiple debt and convertible financings used to fund operations, and equity issuances that diluted capital but provided cash inflows. These factors increase financing and dilution risk for existing shareholders and raise questions about financing runway absent sustained production or additional capital.
TL;DR: Significant working interest in South Salinas and asset development activity, but production constraints limit near-term revenue upside.
Trio holds a dominant working interest (~85.775%) and a ~68.62% net revenue interest in the South Salinas Project and has been carrying capitalized drilling and infrastructure costs across several leases. The HV-3A well has produced but is currently idled pending evaluation of production enhancement options, which constrains near-term volumes. Capitalized costs and abandoned exploration write-offs are notable; successful reactivation or new wells will be required to convert asset activity into sustained revenue growth.
Trio Petroleum Corp. (TPET) ha riportato perdite operative continue e tensione di liquidità per il periodo chiuso al 31 luglio 2025. L'azienda detiene circa l'85,775% di partecipazione operativa (≈68,62% di interesse netto sui ricavi dopo royalties) nel South Salinas Project e continua a sviluppare multiple concessioni petrolifere e gas. Per i tre mesi terminati il 31 luglio 2025 ha riportato una perdita al reddito prima delle imposte di $1.386.723 e per i nove mesi una perdita prima delle imposte di $4.566.000, con un deficit accumulato di $24.639.679. La liquidità disponibile sul conto operativo era di $584.365 e l'azienda ha riportato un deficit di capitale circolante di $679.729; ha dichiarato di non avere né equivalenti di cassa al 31 luglio 2025. La produzione dal pozzo di scoperta HV-3A è stata messa in idle in attesa di una valutazione delle opzioni per aumentare la produzione lorda. La documentazione elenca numerose operazioni di finanziamento recenti e transazioni di debito convertibile concluse per fornire liquidità, oltre a numerose emissioni di azioni, warrant e attività di compensazione basata su azioni che hanno influenzato in modo sostanziale i saldi di capitale proprio.
Trio Petroleum Corp. (TPET) informó pérdidas operativas continuas y presión de liquidez para el período terminado el 31 de julio de 2025. La empresa posee aproximadamente un 85,775% de interés de trabajo (≈68,62% de interés neto sobre los ingresos tras regalías) en el South Salinas Project y continúa desarrollando múltiples arrendamientos de petróleo y gas. Para los tres meses terminados el 31 de julio de 2025 reportó una pérdida antes de impuestos de $1.386.723 y para los nueve meses una pérdida antes de impuestos de $4.566.000, con un déficit acumulado de $24.639.679. El efectivo disponible en la cuenta operativa era de $584.365 y la empresa reportó un déficit de capital de trabajo de $679.729; indicó que no tenía equivalentes de efectivo a fecha del 31 de julio de 2025. La producción del pozo HV-3A descubrió se mantuvo inactiva mientras se evaluaban opciones para aumentar la producción bruta. El informe enumera múltiples financiamientos recientes y transacciones de deuda convertible realizadas para proporcionar liquidez, y numerosas emisiones de acciones, warrants y compensación basada en acciones que han influido de forma notable en los saldos de capital.
Trio Petroleum Corp. (TPET)은 2025년 7월 31일 종료 기간 동안 지속적인 영업 손실과 유동성 압박을 보고했습니다. 회사는 South Salinas Project에서 약 85.775%의 작업지분을 보유하고 있으며 로열티 이후 순매출지분으로 환산하면 약 68.62%에 해당합니다. 또한 여러 개의 석유 및 가스 계약에 대한 개발을 계속하고 있습니다. 2025년 7월 31일로 종료된 3개월 동안 법인세 차감 전 손실이 1,386,723달러, 9개월 동안은 법인세 차감 전 손실이 4,566,000달러이며 누적 적자 24,639,679달러를 보고했습니다. 영업 은행계좌 현금은 584,365달러였고 운전자본 적자 679,729달러를 보고했습니다. 2025년 7월 31일 기준으로 현금 등가물은 없다고 밝혔습니다. HV-3A 발견구에서의 생산은 총생산 증가를 위한 옵션 평가 대기 중으로 비가동 상태였습니다. 이 보고서는 유동성을 확보하기 위해 완료된 다수의 최근 금융 및 전환부채 거래와 주식 발행, 워런트 및 주식 기반 보상 활동이 지분 잔액에 실질적으로 영향을 미쳤다고 나열하고 있습니다.
Trio Petroleum Corp. (TPET) a enregistré des pertes d'exploitation continues et des tensions de liquidité pour la période se terminant le 31 juillet 2025. L'entreprise détient environ 85,775% de participation opérationnelle (≈68,62% de participation nette sur les revenus après royalties) sur le South Salinas Project et continue de développer plusieurs baux pétroliers et gaziers. Pour les trois mois terminés le 31 juillet 2025, elle a enregistré une perte avant impôt de 1 386 723 $ et pour les neuf mois une perte avant impôt de 4 566 000 $, avec un déficit cumulé de 24 639 679 $. La trésorerie disponible dans le compte opérationnel était de 584 365 $ et l'entreprise a signalé un déficit de fonds de roulement de 679 729 $; elle a déclaré ne posséder aucun équivalent de trésorerie au 31 juillet 2025. La production du puits HV-3A a été mise en veille en attendant l'évaluation des options pour augmenter la production brute. Le dépôt répertorie de nombreuses financements récents et des transactions de dette convertible réalisées pour fournir des liquidités, ainsi que de nombreuses émissions d'actions, des warrants et des activités de compensation basées sur des actions qui ont eu un impact significatif sur les soldes d'actions.
Trio Petroleum Corp. (TPET) meldete weiterhin operative Verluste und Liquiditätsprobleme für den Zeitraum zum 31. Juli 2025. Das Unternehmen hält ungefähr 85,775% Working Interest (≈68,62% Nettorealisierungsanteil nach Abzügen von Royalty) am South Salinas Project und entwickelt weiterhin mehrere Öl- und Gaslizenzen. Für die in drei Monaten beendete Periode zum 31. Juli 2025 meldete das Unternehmen einen Verlust vor Steuern in Höhe von 1.386.723 $ und für die neun Monate einen Verlust vor Steuern von 4.566.000 $, mit einem gemeldeten kumulierten Defizit von 24.639.679 $. Verfügbares Bargeld im operativen Bankkonto betrug 584.365 $ und das Unternehmen meldete einen Working-Capital-Defizit von 679.729 $; es gab an, dass es zum 31. Juli 2025 keine barwertigen Äquivalente habe. Die Produktion aus dem HV-3A-Entdeckungsbohrloch wurde stillgelegt, während eine Bewertung der Optionen zur Steigerung der Bruttoabgabe erfolgt. Die Einreichung listet mehrere aktuelle Finanzierungen und wandelbare Schulden-transaktionen auf, die Liquidität bereitstellten, sowie zahlreiche Aktienausgaben, Warrants und aktienbasierte Vergütungen, die die Eigenkapitalbestände wesentlich beeinflusst haben.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM
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TRIO PETROLEUM CORP
FORM 10-Q
For the Three and Nine Months Ended July 31, 2025
| Page | ||
| PART I. FINANCIAL INFORMATION | 3 | |
| ITEM 1. | Financial Statements | 3 |
| Condensed Consolidated Balance Sheets as of July 31, 2025 (unaudited) and October 31, 2024 | 3 | |
| Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended July 31, 2025 and 2024 | 4 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three and Nine Months Ended July 31, 2025 and 2024 | 5 | |
| Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended July 31, 2025 and 2024 | 6 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 37 |
| ITEM 4. | Controls and Procedures | 37 |
| PART II. OTHER INFORMATION | 37 | |
| ITEM 1. | Legal Proceedings | 37 |
| ITEM 1A. | Risk Factors | 37 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 38 |
| ITEM 3. | Defaults Upon Senior Securities | 38 |
| ITEM 4. | Mine Safety Disclosures | 38 |
| ITEM 5. | Other Information | 38 |
| ITEM 6. | Exhibits | 38 |
| SIGNATURES | 39 | |
| 2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TRIO PETROLEUM CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
| July 31, | October 31, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Accounts receivable | - | |||||||
| Total current assets | ||||||||
| Oil and gas properties - not subject to amortization | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Asset retirement obligations - current | ||||||||
| Convertible note, net of discounts | - | |||||||
| Due to operators | ||||||||
| Promissory notes, net of discounts | - | |||||||
| Payable - related party | - | |||||||
| Note payable - related party | - | |||||||
| Deferred consideration payable | - | - | ||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Asset retirement obligations, net of current portion | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 7) | - | - | ||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Stock subscription receivable | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | - | |||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
TRIO PETROLEUM CORP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For the Three Months Ended July 31, | For the Nine Months Ended July 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | - | - | ||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Exploration expense | ( | ) | ||||||||||||||
| General and administrative expense | ||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||
| Accretion expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses: | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Settlement fees | - | - | - | |||||||||||||
| Loss on abandonment of oil and gas properties | - | - | ||||||||||||||
| Loss on extinguishment of debt | - | - | - | |||||||||||||
| Loss on conversion | - | |||||||||||||||
| Loss on foreign currency translation | ( | ) | - | ( | ) | - | ||||||||||
| Total other expenses | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and Diluted Net Loss per Common Share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Common Shares Outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency translation adjustment | ( | ) | - | - | ||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
TRIO PETROLEUM CORP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2025 AND 2024
(Unaudited)
| Accumulated | ||||||||||||||||||||||||||||
| Stock | Additional | Other | Total | |||||||||||||||||||||||||
| Common Stock | Subscription | Paid-in | Comprehensive | Accumulated | Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Receivable | Capital | Income | Deficit | Equity | ||||||||||||||||||||||
| Balance at October 31, 2023 | $ | $ | ( | ) | $ | $ | - | $ | ( | ) | $ | | ||||||||||||||||
| Issuance of common shares in lieu of cash payments on convertible note | - | - | - | |||||||||||||||||||||||||
| Issuance of common shares to consultants | - | - | - | |||||||||||||||||||||||||
| Issuance of equity warrants in connection with convertible note | - | - | - | - | - | |||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at January 31, 2024 | $ | $ | ( | ) | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||
| Issuance of common shares in lieu of cash payments on convertible note | - | - | - | |||||||||||||||||||||||||
| Issuance of commitment shares in connection with the April 2024 Financings | - | - | - | |||||||||||||||||||||||||
| Issuance of common shares to consultants | - | - | - | |||||||||||||||||||||||||
| Adjustment to common stock for warrants related to the Resale S-1/A | ( | ) | ( | ) | - | - | - | - | ||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at April 30, 2024 | $ | $ | ( | ) | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||
| Issuance of equity warrants in connection with convertible note | - | - | - | - | - | |||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ( | ) | ||||||||||||||||||||
Balance at July 31, 2024 | $ | $ | ( | ) | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||
| Balance at October 31, 2024 | $ | $ | ( | ) | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||
| Issuance of common shares to executives and board members | - | ( | ) | - | - | - | ||||||||||||||||||||||
| Issuance of common shares in connection with ATM agreement, net | - | - | - | |||||||||||||||||||||||||
| Issuance of common shares in lieu of cash payments on promissory notes | - | - | - | |||||||||||||||||||||||||
| Issuance of beneficial ownership round-up shares for participants | - | ( | ) | - | - | - | ||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at January 31, 2025 | $ | $ | ( | ) | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||
| Issuance of common shares in connection with asset acquisition | - | - | - | |||||||||||||||||||||||||
| Issuance of common shares in connection with Note Exchange Agreement | - | - | - | |||||||||||||||||||||||||
| Issuance of common shares to a consultant | - | - | - | |||||||||||||||||||||||||
| Reduction in shares due to option forfeitures | ( | ) | - | - | - | - | - | - | ||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | |||||||||||||||||||||||
| Balance at April 30, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Balance | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Issuance of common shares in lieu of cash payments on promissory notes | - | - | - | |||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Other comprehensive income (loss) | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
Balance at July 31, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
Balance | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
TRIO PETROLEUM CORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2025 | 2024 | |||||||
| For the Nine Months Ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: | ||||||||
| Issuance of common shares for services | ||||||||
| Conversion of convertible note payments into common shares | - | |||||||
| Accretion expense | ||||||||
| Amortization of debt discounts | ||||||||
| Payable to related party | - | |||||||
| Stock-based compensation | ||||||||
| Debt discounts - convertible note | - | ( | ) | |||||
| Loss on issuance of common shares in lieu of cash principal payments on debt | - | |||||||
| Loss on abandonment of oil and gas properties | ||||||||
| Loss on debt extinguishment | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | - | |||||
| Prepaid expenses and other receivables | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Other liabilities | ( | ) | ||||||
| Net cash (used in)/provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capital expenditures for unproved oil and gas properties | ( | ) | ( | ) | ||||
| Due to operators | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common shares in connection with ATM agreement | - | |||||||
| Payment of convertible note payable | - | ( | ) | |||||
| Proceeds from promissory notes | - | |||||||
| Proceeds from note payable - related party | - | |||||||
| Payment for debt issuance costs | ( | ) | ( | ) | ||||
| Payment of related party debt | ( | ) | - | |||||
| Proceeds from issuance of convertible debt | ||||||||
| Payment of promissory notes | ( | ) | - | |||||
| Net cash provided by/(used in) financing activities | ( | ) | ||||||
| Effect of foreign currency exchange | - | |||||||
| NET CHANGE IN CASH | ( | ) | ||||||
| Cash - Beginning of period | ||||||||
| Cash - End of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Issuance of shares to executives and directors | $ | $ | ||||||
| Issuance of warrants | $ | - | $ | |||||
| Issuance of commitment shares | $ | - | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
TRIO PETROLEUM CORP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2025
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Company Organization
Trio Petroleum Corp (“Trio Petroleum,” the “Company,” or “TPET”) is a California-based oil and gas exploration and development company incorporated under the laws of the State of Delaware on July 19, 2021. The Company is headquartered in Bakersfield, California, with its principal executive offices located at 23823 Malibu Road, Suite 304, Malibu, California 90265.
Trio Petroleum was formed to acquire, finance, and operate oil and gas exploration, development, and production projects, initially focusing on its flagship asset in California—the South Salinas Project (“South Salinas Project”). Since inception, the Company expanded its portfolio to include interests in the McCool Ranch Oil Field in Monterey County, California (which was subsequently abandoned in May 2025), the Asphalt Ridge Project in Uintah County, Utah, and assets in the heavy oil region of Lloydminster, Saskatchewan, Canada.
The Company commenced revenue-generating operations on February 22, 2024, with the restart of production at the McCool Ranch Oil Field. Initial revenues were recognized during the fiscal quarter ended April 30, 2024, with proceeds received in June 2024. Operations at McCool Ranch were discontinued and all related leases were terminated in May 2025. Most recently, the Company recognized initial revenues from its Saskatchewan assets during the fiscal quarter ended April 30, 2025. These revenues have been sustained and improved during the fiscal quarter ended July 31, 2025, reflecting continued operational progress in the Saskatchewan region.
Acquisition of South Salinas Project
The
Company was initially formed to acquire from Trio LLC (“Trio LLC”) an approximate
There
are two contiguous areas of notable oil/gas accumulations in the South Salinas Project; the first is the Humpback Area that occurs in
the northern part of the project and the second is the Presidents Area (“Presidents Oil Field”) that occurs in the southern
part of the project. As of July 31, 2025 and October 31, 2024, there were no proved reserves attributable to the approximate
Formation of a Canadian Wholly-Owned Subsidiary
On March 28, 2025, the Company formed Trio Petroleum Canada, Corp., an Alberta, Canada corporation and its wholly owned subsidiary (“Trio Canada”). The Company’s Chief Executive Officer, Robin Ross, is also the Chief Executive Officer of Trio Canada and also serves as Secretary/Treasurer. The Company’s Chief Financial Officer, Greg Overholtzer, is also the Chief Financial Officer of Trio Canada. Robin Ross also serves as the sole director of Trio Canada.
Additional Acquisitions - Novacor Acquisition
As of April 4, 2025, the Company entered into an Asset Purchase Agreement (the “Novacor APA”) with Trio Petroleum Canada and Novacor Exploration Ltd., a corporation incorporated under the Canada Business Corporations Act (“Novacor”), pursuant to which, subject to the terms and conditions set forth in the Novacor APA, Trio Canada agreed to acquire certain assets of Novacor relating its oil and gas business, including certain contracts, leases and permits for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada (see Note 5 for further information).
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
| 7 |
NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
The condensed consolidated financial statements of Trio Petroleum Corp include the accounts of TPET and our wholly owned Canadian subsidiary Trio Canada. All significant intercompany profits, losses, transactions and balances have been eliminated in consolidation in the condensed consolidated financial statements.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Amounts presented in the balance sheet as of October 31, 2024 are derived from our audited financial statements as of that date. The unaudited condensed consolidated financial statements as of and for the three and nine month periods ended July 31, 2025 and 2024 have been prepared in accordance U.S. GAAP and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K/A filed with the SEC on April 15, 2025. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the revenue and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, bad debt expense, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates.
Foreign Currency Translation
The
Company’s reporting currency is the United States dollar. The functional currency of the Company’s Canadian subsidiary is
the Canadian Dollar (“CAD”) for balance sheet accounts (
Comprehensive
income represents the change in equity from transactions and other events and circumstances from non-owner sources. It includes all changes
in equity during a period except those resulting from investments by and distributions to owners. As described above, this includes foreign
currency translation adjustments. For the three and nine months ended July 31, 2025, the Company recorded other comprehensive (loss)
income of $(
Foreign
currency gains and losses arising from transactions denominated in currencies other than the Company’s functional currency, including
intercompany transactions, are recognized in the condensed consolidated statements of operations as incurred. For the three and nine
months ended July 31, 2025, the Company recognized foreign currency transaction losses of $
Cash and cash equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had
Prepaid Expenses
Prepaid expenses consist primarily of payments made in advance for goods or services to be received in future periods. These include prepaid insurance, software subscriptions, and lease-related costs. Prepaid expenses are recorded as current assets and amortized on a straight-line basis over the period of benefit.
During
the quarter ended July 31, 2025, the Company entered into a short-term surface lease agreement for access to land in Saskatchewan, Canada,
related to oil and gas development activities, including a well site and access road. In accordance with ASC 842 - Leases and
the Company’s lease accounting policy, the full lease payment of $
As
of July 31, 2025 and October 31, 2024, the balances of the prepaids account were $
Loan Receivables
Loan receivables are recorded at their outstanding principal balance, net of any allowance for credit losses. The Company evaluates the collectability of loan receivables based on historical experience, current economic conditions, and the creditworthiness of borrowers. The Company maintains an allowance for credit losses to cover estimated losses; the allowance is determined based on historical loss experience, current economic conditions and specific borrower risk assessments. Adjustments to the allowance are recorded through provision for credit losses in the statement of operations. Interest income on loan receivables is recognized using the effective interest method. Loans are placed on nonaccrual status when collection of principal or interest is uncertain. Loan receivables are reviewed periodically for impairment. If a loan is deemed uncollectible, the Company records a charge-off against the allowance for credit losses.
Debt Issuance Costs
Costs
incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized
over the life of the associated debt as a component of interest expense. As of July 31, 2025 and October 31, 2024, the Company recorded
$
| 8 |
Oil and Gas Assets and Exploration Costs – Successful Efforts
The Company’s projects are in exploration and/or early production stages and the Company began generating revenue from its operations during the quarterly period ended April 30, 2024. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory, geological, and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs considering ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.
Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers.
As of July 31, 2025, the Company had seven wells that are producing, all of which are located in the newly acquired Saskatchewan property. The Company expects to add the reserve value of such fields to the Company’s reserve report after a further period of observation and review of the oil production; once this has been determined, it will estimate the necessary depreciation, depletion and amortization (“DD&A”) for such wells.
Proved and unproved oil and natural gas properties
Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until the Company specifically identifies a lease that will revert to the lessor, at which time the Company charges the associated unproved lease acquisition costs to exploration costs.
Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future development plans. As of July 31, 2025 and October 31, 2024, such oil and gas properties were classified as unproved properties and were not subject to DD&A.
Proved oil and natural gas properties include developed and undeveloped reserves that have been confirmed through drilling and production activities. These properties are subject to DD&A, which is calculated using the unit-of-production method based on total proved reserves.
| ● | Proved developed reserves are amortized over the expected production life of the wells. | |
| ● | Proved undeveloped reserves remain capitalized until development activities commence. | |
| ● | The Company assesses impairment of proved properties periodically based on commodity prices, production forecasts, and reserve estimates. |
As of July 31, 2025, the Company has proved reserves in the newly acquired Saskatchewan properties and expects to add the reserves values of such fields to the Company’s reserve report; once this has been done, it will estimate the necessary DD&A for such wells.
Impairment of Other Long-lived Assets
The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties.
Asset Retirement Obligations
ARO consists of future plugging and abandonment expenses on oil and natural gas properties. In connection with the South Salinas Project (“SSP”) acquisition described above, the Company acquired the plugging and abandonment liabilities associated with six non-producing wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties not subject to impairment. The Company plans to utilize the six wellbores acquired in the SSP acquisition in future exploration, production and/or disposal (i.e., disposal of produced water or CO2 by injection) activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.
| 9 |
Components of the changes in ARO are shown below:
SCHEDULE OF COMPONENTS OF CHANGES IN ARO
| ARO, ending balance – October 31, 2024 | $ | |||
| Accretion expense | ||||
| ARO, ending balance – July 31, 2025 | ||||
| Less: ARO – current | ||||
| ARO, net of current portion – July 31, 2025 | $ |
Revenue Recognition
ASU 2014-09, “Revenue from Contracts with Customers” (“Topic 606”) requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services; refer to Note 4 – Revenue from Contracts with Customers for additional information.
The Company’s revenue is comprised of revenue from exploration and production activities to produce oil. The Company’s oil is sold to one customer who is a marketer, and payment is received in the month following delivery.
The Company recognizes sales revenues from oil when control transfers to the customer at the time of delivery. Revenue is measured based on the contract price, which may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation or short load fees.
Revenues are recognized for the sale of the Company’s percentage of working interest, adjusted for any incoming and outstanding expenses and oil and gas assessments.
Related Parties
Related
parties are directly or indirectly related to the Company, through one or more intermediaries and are in control, controlled by, or under
common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate
families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls
or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might
be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. On September 14, 2021,
the Company acquired an
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely than not” that a deferred tax asset will not be realized. At July 31, 2025 and October 31, 2024, the Company’s net deferred tax asset has been fully reserved.
For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations when a determination is made that such expense is likely. The Company is subject to income tax examinations by major taxing authorities since inception.
The Company’s wholly owned Canadian subsidiary is subject to taxation under Canadian federal and provincial tax laws. The subsidiary’s income tax provision is calculated based on applicable Canadian tax rates, and any differences between U.S. and Canadian tax treatments are considered in the condensed consolidated financial statements. The Company also considers the impact of the U.S.-Canada Tax Treaty in determining its tax obligations, including withholding taxes on intercompany transactions.
Fair Value Measurements
The carrying values of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate fair values due to the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This fair value measurement framework applies to both initial and subsequent measurement.
| 10 |
| Level 1: | Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. |
| Level 3: | Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. |
There are no assets or liabilities measured at fair value on a recurring basis. Assets and liabilities accounted for at fair value on a non-recurring basis in accordance with the fair value hierarchy include the initial allocation of the asset acquisition purchase price, including asset retirement obligations, the fair value of oil and natural gas properties and the assessment of impairment.
The fair value measurements and allocation of assets acquired are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future commodity prices; (iii) operating and development costs; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that the Company’s management believes will impact realizable prices. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation.
The fair value of additions to the asset retirement obligation liabilities is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount. Significant inputs to the valuation include: (i) estimated plug and abandonment cost per well for all oil and natural gas wells and for all disposal wells; (ii) estimated remaining life per well; (iii) future inflation factors; and (iv) the Company’s average credit-adjusted risk-free rate. These assumptions represent Level 3 inputs.
If the carrying amount of its proved oil and natural gas properties, which are assessed for impairment under ASC 360 – Property, Plant and Equipment, exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value. The fair value of its oil and natural gas properties is determined using valuation techniques consistent with the income and market approach. The factors used to determine fair value are subject to management’s judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures, and various discount rates commensurate with the risk and current market conditions associated with the expected cash flow projected. These assumptions represent Level 3 inputs.
Net Loss Per Share
Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic loss per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, warrants and convertible notes, if dilutive.
The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:
SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE
Nine Months July 31, 2025 | Nine Months July 31, 2024 | |||||||
| Warrants | (1) | (1) | ||||||
| Total potentially dilutive securities | ||||||||
| (1) |
Environmental Expenditures
The operations of the Company have been, and may in the future be, affected from time to time to varying degrees by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.
Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.
Recent Accounting Pronouncements
All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.
Reclassification of Expenses
Certain amounts in the prior periods presented have been reclassified to a current period financial statement presentation. This reclassification has no effect on previously reported net income.
Subsequent Events
The Company evaluated all events and transactions that occurred after July 31, 2025 through the date of the filing of this report. See Note 10 for such events and transactions.
| 11 |
NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of July 31, 2025, the Company had $
To date, the Company has funded its operations primarily through equity and debt financings, including:
| ● | Proceeds from the issuance of common stock and financing from certain investors | |
| ● | Net proceeds from its initial public offering (“IPO”) in April 2023 | |
| ● | Convertible
note financings totaling $ | |
| ● | An
unsecured promissory note of $ | |
| ● | Gross
proceeds of $ | |
| ● | Gross
proceeds of $ | |
| ● | Net
proceeds of approximately $ | |
| ● | Gross
proceeds of $ | |
| ● | Gross
proceeds of $ |
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to operate and meet its obligations over the twelve months following the issuance of these financial statements. However, the Company has experienced recurring losses from operations and negative cash flows, and its current cash resources are not sufficient to meet projected operating and capital requirements for the next twelve months.
Management plans to address this liquidity shortfall by seeking additional capital through the issuance of equity securities, debt financing, or other strategic arrangements. While the Company has been successful in raising capital to date, there can be no assurance that future financing will be available on acceptable terms, or at all.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue from Contracts with Customers
The following table disaggregates revenue by significant product type for the periods below:
SCHEDULE OF DISAGGREGATES REVENUE
Three Months Ended July 31, 2025 | Three
Months | Nine
Months | Nine
Months | |||||||||||||
| Oil sales | $ | $ | $ | $ | ||||||||||||
| Total revenue from customers | $ | $ | $ | $ | ||||||||||||
There
were
| 12 |
Significant concentrations of credit risk
The
Company’s revenue is primarily generated from oil and gas sales in California, United States, and Saskatchewan, Canada. As of July
31, 2025,
NOTE 5 – OIL AND NATURAL GAS PROPERTIES
The following tables summarize the Company’s oil and gas activities.
SCHEDULE OF OIL AND NATURAL GAS PROPERTIES
As of July 31, 2025 | As of October 31, 2024 | |||||||
| Oil and gas properties – not subject to amortization | $ | $ | ||||||
| Accumulated impairment | — | — | ||||||
| Oil and gas properties – not subject to amortization, net | $ | $ | ||||||
During
the three and nine months ended July 31, 2025, the Company incurred aggregated exploration costs of $(
For
capitalized costs, the Company incurred approximately $
Leases
South Salinas Project
As of July 31, 2025, the Company holds interests in various leases related to the unproved properties of the South Salinas Project (see Note 7). Two of these leases are held with the same lessor:
| ● | Lease
1 – | |
| ● | Lease
2 – |
During February and March 2023, the Company entered into additional leases with two groups of lessors:
| ● | Group
1 – | |
| ● | Group
2 – |
| 13 |
During
the current fiscal year, the Company made a strategic decision to abandon these additional leases. As a result, all associated exploration
and development costs—including capitalized costs for support equipment and facilities—have been expensed in accordance with
applicable accounting standards. The total expense recognized in connection with this abandonment was $
McCool Ranch Oil Field
In
October 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for the purchase of a
On
May 27, 2025, the Company made the decision to terminate the McCool Ranch Oil Field leases; accordingly, all capitalized costs related
to the acquisition, refurbishment, and production restart—including costs for support equipment and facilities—totaling $
The Company will not make any further payments under the McCool Ranch Purchase Agreement, and all previously recorded liabilities associated with the project have been recognized as an expense. The Company no longer holds any interests in the McCool Ranch Oil Field, and the abandonment decision will be reflected in the financial statements.
Optioned Assets – Asphalt Ridge Leasehold Acquisition & Development Option Agreement
On
November 10, 2023, the Company entered into the ARLO Agreement with HSO for a term of nine months which gives the Company the exclusive
right to acquire up to a
On
December 29, 2023, the Company entered into an amendment to the ARLO Agreement, whereby the Company funded $
Per
the most recent amendment to the ARLO Agreement signed in April 2025, the Company had until May 10, 2025 to pay HSO an additional $
Novacor Acquisition
On April 4, 2025, the Company entered into the Novacor APA with Trio Canada and Novacor Exploration Ltd. (“Novacor”), a Canadian corporation. Under the Novacor APA, Trio Canada agreed to acquire certain oil and gas assets from Novacor, including contracts, leases, and permits for working interests in petroleum, natural gas, and mineral rights located in the Lloydminster, Saskatchewan heavy oil region (the “Novacor Assets”), free and clear of liens other than specified assumed liabilities.
The
total purchase price was (i) US$
The Novacor APA provided for two closings, both of which have been consummated on the respective dates below:
| ● | First
Closing – April 8, 2025: Title to a portion of the Novacor Assets was transferred to Trio Canada. The Company delivered $ | |
| ● | Second
Closing – May 22, 2025: Title to the remaining Novacor Assets was transferred, and the Company paid $ |
The
Company has accounted for the transaction as an asset acquisition under ASC 805 – Business Combinations. As of July 31,
2025, the total capitalized cost of the Novacor Assets is $
| ● | $ | |
| ● | $ | |
| ● | $ |
Following the closings, operating costs for the Novacor Assets have been and will be maintained at levels consistent with the auditor’s report for the 18-month period prior to acquisition, unless otherwise agreed upon. After two years, operating costs will remain competitive with other operators in the region; Novacor will serve as the on-site operator and perform all work and services under the Novacor APA and Trio Canada may terminate Novacor’s operational role with 30 days’ prior written notice.
Optioned Assets – P.R. Spring, Uintah Basin, Utah
On
May 15, 2025, the Company entered into a non-binding Letter of Intent (LOI) with HSO for the potential acquisition of
| 14 |
NOTE 6 – RELATED PARTY TRANSACTIONS
South Salinas Project – Related Party
Upon
its formation, the Company acquired from Trio LLC a majority working interest in the South Salinas Project and engaged the services of
certain members of Trio LLC to manage the Company’s assets (see Note 1 and Note 5). Trio LLC operates the South Salinas Project
on behalf of the Company, and as operator, conducts and has full control of the operations within the constraints of the Joint Operating
Agreement, and acts in the capacity of an independent contractor. Trio LLC currently holds a
McCool Ranch Oil Field Asset Purchase – Related Party
On
October 16, 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for purchase of a
On
May 27, 2025, the Company made the decision to terminate the McCool Ranch Oil Field leases. Accordingly, all capitalized costs related
to the acquisition, refurbishment, and production restart—including costs for support equipment and facilities—totaling $
Restricted Stock Units (“RSUs”) issued to Directors
On
June 19, 2024, the Company agreed to award
On
October 21, 2024, the Company agreed to award
Restricted Shares issued to Executives and Employees
In
May 2023, the Company entered into six employee agreements which, among other things, provided for the grant of an aggregate of
On
July 11, 2024, the Company and Mr. Peterson (the Company’s former Chief Executive Officer) entered into a three-month consulting
agreement, which includes a monthly cash fee of $
On
July 11, 2024, the Company entered into an employment agreement with Mr. Robin Ross, pursuant to which Mr. Ross started serving as
Chief Executive Officer of the Company, replacing Mr. Peterson. Pursuant to the Ross Employment Agreement, Mr. Ross was initially
paid an annual base salary of $
On
October 21, 2024, the Company agreed to award
| 15 |
Note Payable – Related Party
On
March 26, 2024, the Company borrowed $
On
September 26, 2024 and October 28, 2024, the Company entered into the first and second amendments, respectively, to the Peterson Note;
each amendment extended the maturity dates to October 28, 2024 and November 30, 2024, respectively, and added a $
Consulting Agreement
On
December 31, 2024, the employment agreement between the Company and Mr. Overholtzer ended, and on January 1, 2025, the Company entered
into an independent contractor agreement with Mr. Overholtzer, under which he continues to serve as the Chief Financial Officer of the
Company and is paid a monthly fee of $
Loan to Trio Canada
As
of April 4, 2025, the Company entered into a Loan and Note Purchase Agreement (the “Loan Agreement”) with Trio Canada, whereby
it made a loan (the “Subsidiary Loan”) to Trio Canada in the amount of $
Under
the terms of the Loan Agreement, $
| 16 |
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, the Company may be subject to claims and legal proceedings arising in the ordinary course of business. Management currently believes that any potential liabilities arising from such matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
Unproved Property Leases
South Salinas Project
The Company holds various leases related to unproved properties in the South Salinas Project, including two leases with the same lessor:
| ● | Lease
1 ( | |
| ● | Lease
2 ( |
In February and March 2023, the Company entered into additional leases covering unproved properties in the South Salinas Project:
| ● | Group
1: Covers | |
| ● | Group
2: Covers |
During the second and third quarters of fiscal 2025, the Company strategically abandoned all additional leases in the South Salinas Project. All associated exploration and development costs, including capitalized expenditures for equipment and facilities, were expensed in accordance with applicable accounting standards. This decision followed a comprehensive evaluation of the leases’ economic viability, market conditions, regulatory factors, and operational constraints.
McCool Ranch Oil Field
The Company previously held interests in two parcels of unproved leases in the McCool Ranch Oil Field:
| ● | Parcel
1: Ten leases totaling approximately | |
| ● | Parcel
2: One lease totaling approximately |
As of the second quarter of 2025, the Company elected to terminate all McCool Ranch leases. These leases have been written off and expensed in the statement of operations. No further rental payments or development activities will be pursued.
| 17 |
Asphalt Ridge Leases – ARLO Agreement
On
November 10, 2023, the Company entered into the ARLO Agreement with HSO, granting the exclusive right to acquire up to a
On
December 29, 2023, the Company amended the ARLO Agreement and funded $
Under
the most recent amendment signed in April 2025, the Company had until May 10, 2025 to pay an additional $
Proved Property Leases
Saskatchewan, Canada
In
April 2025, the Company acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada (see Note 5). The
leases total
Board of Directors Compensation
On
July 11, 2022, the Company’s Board of Directors approved a compensation plan for non-employee directors, effective upon the consummation
of the Company’s initial public offering (IPO). Under this plan, each non-employee director is entitled to an annual cash retainer
of $
For
the three and nine months ended July 31, 2025, the Company recognized director compensation expense of $
Agreements with Advisors
On
July 28, 2022, the Company entered into a placement agent agreement with the Placement Agent with Spartan Capital Securities, LLC (“Spartan”),
whereby Spartan agreed to serve as the exclusive agent, advisor or underwriter in any offering of securities of the Company for a one-year
term. The agreement provided for a $
On
October 4, 2023 and December 29, 2023, the Company entered into additional placement agent agreements with Spartan, whereby Spartan would
serve as the exclusive placement agent in connection with the closing of private placements. The agreements provided the agent with
| 18 |
NOTE 8 – NOTES PAYABLE
Notes payable as of July 31, 2025 and October 31, 2024 consisted of the following:
SCHEDULE OF NOTES PAYABLE
As of July 31, 2025 | As of October 31, 2024 | |||||||
| Promissory notes, net of discounts | - | |||||||
| Payable – related party | - | |||||||
| Convertible note, net of discounts | - | |||||||
| Note Payable, related party | - | |||||||
| Total Notes payable | $ | $ | ||||||
Payable – related party
See Note 6 - McCool Ranch Oil Field Asset Purchase – Related Party for further information.
March 2024 Debt Financing
The
Company executed a Securities Purchase Agreement, dated March 27, 2024 (the “SPA”) with an institutional investor (the “March
2024 Investor”), which March 2024 Investor signed and funded on April 5, 2024, and pursuant to which the Company raised gross proceeds
of $
In
connection with the March 2024 Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor, dated March
27, 2024, in the principal amount of $
On
September 30, 2024, October 30, 2024 and November 30, 2024, the Company made cash payments in the amounts of $
Note Payable – Related Party
On
March 26, 2024, the Company borrowed $
On
September 26, 2024 and October 28, 2024, the Company entered into the first and second amendments, respectively, to the Peterson Note;
each amendment extended the maturity dates to
June 2024 Convertible Debt Financings
On
June 27, 2024, the Company entered into a securities purchase agreement (the “June 2024 SPA”) with the same April 2024 Investors
(the “June 2024 Investors”). Pursuant to the terms and conditions of the June 2024 SPA, each June 2024 Investor provided
financing of $
| 19 |
Commencing
on the 90th day following the original issue date of the June 2024 Notes, the Company is required to pay to the June 2024
Investors the outstanding principal balance under the June 2024 Notes in monthly installments, on such date and each one (1) month anniversary
thereof, in an amount equal to
The
Company may repay all or any portion of the outstanding principal amount of the June 2024 Notes, subject to a
On
September 26, 2024, October 1, 2024, and October 30, 2024, the Company made principal payments towards the June 2024 Notes in the amounts
of $
On
December 2, 2024, December 20, 2024 and January 7, 2025, the Company made principal payments in the amounts of $
August 1, 2024 Financing
On
August 1, 2024, the Company entered into a Securities Purchase Agreement (the “August 1st SPA”) with an investor,
pursuant to which the Company raised gross proceeds of $
| 20 |
During
fiscal year 2025, the Company made aggregate principal payments of $
August 6, 2024 Financing
On
August 6, 2024, the Company entered into a Securities Purchase Agreement (the “August 6th SPA”) with an investor,
pursuant to which the Company raised gross proceeds of $
Additionally,
in conjunction with two prior investors and the April 2024 Debt Financing, the Company will make two payments of $
On
January 28, 2025, the Company entered into a Note Exchange Agreement, whereby it and the investor agreed to exchange the outstanding
balance of $
As
of July 31, 2025, the balance of the August 6, 2024 Financing was $
April 2025 Financing
On
April 11, 2025, we issued an Unsecured Original Discount Convertible Promissory Note (the “Note”) to an institutional investor
(the “Convertible Note Investor”) in a principal amount of $
On
April 17, 2025, we issued an amended and restated Unsecured Original Discount Convertible Promissory Note (the “Amended and Restated
Note”), in an aggregate principal amount, with the principal amount of the Note, of $
The Amended and Restated Note provides for both voluntary conversion by the Convertible Note Investor and a right for TPET to require conversion, subject to certain conditions into shares of common stock. The Amended and Restated Note also contains “piggyback” registration rights and the shares issuable upon conversion of the Amended and Restated Note are being registered in the registration statement of which this prospectus forms a part in order to comply with such registration obligations.
Between
June 11 and June 23, 2025, the Company issued an aggregate of
As
of July 31, 2025, the balance of the April 2025 Financing was $
| 21 |
NOTE 9 – STOCKHOLDERS’ EQUITY
Common Shares
On
January 1, 2025, the Company entered into an agreement with a consulting firm to provide investor communications and public relations
services. As part of the compensation payable, the Company issued
On
January 28, 2025, the Company entered into a Note Exchange Agreement with the investor from the August 6th Financing, pursuant to which
the outstanding balance of $
On
April 11, 2025, the Company issued
On
May 14, 2025, the Company issued
Between
June 11 and June 23, 2025, the Company issued an aggregate of
During
the period ended July 31, 2025, Company did not grant any RSUs; the stock-based compensation expense related to previously granted RSUs
was $
On July 30, 2025, at the Company’s annual meeting
of stockholders, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce
the total number of authorized shares to
Series 1 Preferred Shares
Trio
Canada is authorized to issue an unlimited number of Series 1 Preferred Shares; under the terms of the shares, (i) holders of such shares may require
the entity to purchase their shares upon submission of a retraction notice, (ii) Trio Canada is obligated to redeem the shares within
30 days of receiving a retraction notice and (iii) Trio Canada may redeem the shares at its discretion at any time. On April 4, 2025,
Trio Canada issued
Warrants
A summary of the warrant activity during the nine months ended July 31, 2025 is presented below:
SCHEDULE OF WARRANT ACTIVITY
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | |||||||||||||||
Number of Warrants | Exercise Price | Life in Years | Intrinsic Value | |||||||||||||
| Outstanding, November 1, 2024 | $ | $ | ||||||||||||||
| Expired | ( | ) | - | - | ||||||||||||
| Issued | - | |||||||||||||||
| Outstanding, July 31, 2025 | $ | $ | ||||||||||||||
| Exercisable, July 31, 2025 | $ | $ | ||||||||||||||
A summary of the warrant activity during the nine months ended July 31, 2024 is presented below:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | |||||||||||||||
Number of Warrants | Exercise Price | Life in Years | Intrinsic Value | |||||||||||||
| Outstanding, November 1, 2023 | $ | $ | - | |||||||||||||
| Issued | - | |||||||||||||||
| Outstanding, July 31, 2024 | $ | $ | ||||||||||||||
| Exercisable, July 31, 2024 | $ | $ | ||||||||||||||
| 22 |
A summary of outstanding and exercisable warrants as of July 31, 2025 is presented below:
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS
| Warrants Outstanding | Warrants Exercisable | |||||||||||||
Exercise Price | Number of Shares | Weighted Average Remaining Life in Years | Number of Shares | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
Stock Options
A summary of option activity during the nine months ended July 31, 2025 is presented below:
SCHEDULE OF STOCK OPTION ACTIVITY
Number of Options | Weighted Average Exercise | Weighted Average Remaining Life in | Intrinsic Value | |||||||||||||
| Outstanding, November 1, 2024 | $ | $ | - | |||||||||||||
| Issued | - | - | - | - | ||||||||||||
| Outstanding, July 31, 2025 | $ | $ | - | |||||||||||||
| Exercisable, July 31, 2025 | $ | $ | - | |||||||||||||
A summary of option activity during the nine months ended July 31, 2024 is presented below:
Number of Options | Weighted Average Exercise | Weighted Average Remaining Life in | Intrinsic Value | |||||||||||||
| Outstanding, November 1, 2023 | $ | $ | - | |||||||||||||
| Issued | - | - | - | - | ||||||||||||
| Outstanding, July 31, 2024 | $ | $ | - | |||||||||||||
| Exercisable, July 31, 2024 | $ | $ | - | |||||||||||||
| 23 |
A summary of outstanding and exercisable options as of July 31, 2025 is presented below:
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
| Options Outstanding | Options Exercisable | |||||||||||||
Exercise Price | Number of Shares | Weighted Average Remaining Life in Years | Number of Shares | |||||||||||
| $ | ||||||||||||||
On
August 15, 2023, the Company issued five-year options to purchase
The assumptions used in the Black-Scholes valuation method for these options issued in 2023 were as follows:
SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD FOR OPTIONS
| Risk free interest rate | % | |||
| Expected term (years) | ||||
| Expected volatility | % | |||
| Expected dividends rate | % |
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855 – Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events and transactions that occurred after July 31, 2025, through the date the condensed consolidated financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the condensed consolidated financial statements.
Resignation and Consulting Engagement of Stanford Eschner
On August 1, 2025, Stanford Eschner resigned from his roles as Vice Chairman and director of Trio Petroleum Corp, effective immediately. His resignation did not result from any disagreement with the Company’s management or Board regarding operations, policies, or practices.
Concurrently,
the Board approved Mr. Eschner’s engagement as a consultant to the Company through December 31, 2025. Under the Consulting
Agreement, Mr. Eschner will receive $
Compensation Adjustments for Chief Executive Officer (CEO) Robin Ross
On
August 1, 2025, the Compensation Committee approved an increase in Robin Ross’s annual base salary from $
Additionally,
the Compensation Committee authorized a cash bonus of $
Equity Award to Chief Financial Officer (CFO) Gregory Overholtzer
On
August 1, 2025, the Compensation Committee approved a one-time award of
Equity Awards to Board of Directors
On
August 1, 2025, the Compensation Committee approved the award of an aggregate of
Convertible Notes Financing
On
August 15, 2025, the Company completed a private placement of three unsecured convertible promissory notes to three institutional
investors for an aggregate principal amount of $
| 24 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of financial condition and operating results together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our Form 10-K/A for the year ended October 31, 2024, filed with the SEC on April 15, 2025 (“our Form 10-K/A”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those in this Quarterly Report on Form 10-Q, as well as the risk factors set forth in the section titled “Risk Factors” included in our Form 10-K/A, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.
Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Trio Petroleum Corp.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:
| ● | our ability to find, acquire or gain access to other properties, discoveries and prospects and to successfully develop our current properties, discoveries and prospects; | |
| ● | uncertainties inherent in making estimates of our oil and natural gas resources; | |
| ● | the successful implementation of our prospective discovery, development and drilling plans with the South Salinas Project; | |
| ● | projected and targeted capital expenditures and other costs, commitments and revenues; | |
| ● | our dependence on our key management personnel and our ability to attract and retain qualified technical personnel; | |
| ● | the ability to obtain financing and the terms under which such financing may be available; | |
| ● | the volatility of oil and natural gas prices; | |
| ● | the availability and cost of developing appropriate infrastructure around and transportation to our discoveries and prospects; | |
| ● | the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services; | |
| ● | other competitive pressures; |
| 25 |
| ● | potential liabilities inherent in oil and natural gas operations, including drilling risks and other operational and environmental hazards; | |
| ● | current and future government regulation of the oil and gas industry; | |
| ● | cost of compliance with laws and regulations; | |
| ● | changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation of those laws and regulations; | |
| ● | environmental liabilities; | |
| ● | geological, technical, drilling and processing problems; | |
| ● | military operations, terrorist acts, wars or embargoes; | |
| ● | the cost and availability of adequate insurance coverage; | |
| ● | our vulnerability to severe weather events; and | |
| ● | other risk factors discussed in the “Risk Factors” section of this Quarterly Report and in our Form 10-K/A. |
We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report, whether as a result of any new information, future events or otherwise.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
Overview
We are a California-based oil and gas exploration and development company headquartered in Malibu, California, with our principal executive offices located at 23823 Malibu Road, Suite 304, Malibu, California 90265, with operations in Monterey County, California, Uintah County, Utah and Lloydminster, Saskatchewan.
We have had revenue-generating operations since the McCool Ranch Oil Field was restarted on February 22, 2024, and recognized our first revenues in our fiscal quarter ended April 30, 2024, and received the proceeds from these operations in June 2024. We have recently generated revenues during the period ended April 30, 2025 from our newly acquired properties in Saskatchewan, Canada.
Our Canadian project has the potential through workovers to double production which we immediately began planning following closing. Novacor, whom we acquired the project from, is one of the lowest cost operators with lift costs of $10 per barrel. Our focus remains on acquiring projects that generate immediate cash flow or offer transformative growth potential with strategic investment.
We were formed to initially acquire an approximate 82.75% working interest (which was subsequently increased to an approximate 85.775% working interest) from Trio LLC (“Trio LLC”) in the large, approximately 9,300-acre South Salinas Project that is located in Monterey County, California, and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets. We hold an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the South Salinas Project. Trio LLC holds an approximate 3.8% working interest in the South Salinas Project. We and Trio LLC are separate and distinct companies.
Initially, California was a significant part of our geographic focus; however, due to rising drilling costs and the negative impact on potential profitability, we have strategically shifted our efforts beyond California to pursue more economically viable opportunities. This transition is reflected in our acquisition of an interest in the Asphalt Ridge Project in Uintah County, Utah, as well as our recent acquisition of additional oil and gas assets in the prolific Lloydminster, Saskatchewan heavy oil region.
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South Salinas Project
Efforts to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing. Efforts to obtain from the California Geologic Energy Management Division (“CalGEM”) and from the California Water Boards a permit for a water disposal project at the South Salinas Project are also progressing. In the meantime, the Company recently determined that existing permits allow production testing to continue at the HV-3A discovery well at Presidents Field and, consequently, testing operations were restarted at this well on March 22, 2024. Oil production from this well has occurred and the Company is assessing steps to attempt to increase the well’s gross production rate, for example by adding up to 650 feet of additional perforations in the oil zone and/or acidizing the well for borehole cleanup. First oil sales from the HV-3A well occurred in the third calendar quarter of 2024 but is currently idled as we further discussions with local oil and gas companies to joint venture the project.
McCool Ranch Oil Field
On October 16, 2023, we entered into a Purchase and Sale Agreement with Trio LLC (the “McCool Ranch Purchase Agreement”) pertaining to the McCool Ranch Oil Field. Pursuant to this agreement, effective October 1, 2023, we entered into an agreement to acquire an approximate 22% working interest in and to certain oil and gas assets at the McCool Ranch Field, located in Monterey County, California, near our flagship South Salinas Project.
The acquired assets included six oil wells, a water-disposal well, a steam generator, boiler, storage tanks, and various operational infrastructure. While initial production was restarted on February 22, 2024, we have subsequently determined that under previously negotiated terms, natural gas prices and water disposal costs, particularly in California, makes it cost prohibitive for the Company to employ cyclic-steam operations to increase production and will not be economically feasible in the long run. On May 27, 2025, we executed a termination agreement with Trio LLC to end operations at the location and abandon all related leases. Capitalized costs totaling $500,614 have been written off and expensed in the statement of operations for the period ended April 30, 2025.
Asphalt Ridge Option Agreement and the Lafayette Energy Leasehold Acquisition and Development Option Agreement
On November 10, 2023, TPET entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”) with Heavy Sweet Oil LLC (“HSO”). Pursuant to the Asphalt Ridge Option Agreement, the Company acquired an option to purchase up to a 20% working interest in certain leases at a long-recognized, major oil accumulation in northeastern Utah, including an initial 960 acres and a subsequent 1,920 acres, as well as a right-of-refusal option on approximately 30,000 acres.
On December 29, 2023, the Company and HSO entered into an Amendment to the Asphalt Ridge Option Agreement, under which the Company funded $200,000 in exchange for an immediate 2% working interest in the initial 960 acres. An additional $25,000 was funded in January 2024, increasing the Company’s working interest to 2.25%. While the Company had the option to acquire an additional 17.75% working interest, it has decided not to exercise this option and will instead retain its existing 2.25% working interest in the initial 960 acres.
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Novacor Asset Purchase Agreement
As of April 4, 2025, we entered into an Asset Purchase Agreement (the “Novacor APA”) with Trio Canada and Novacor Exploration Ltd., a corporation incorporated under the Canada Business Corporations Act (“Novacor”), pursuant to which, subject to the terms and conditions set forth in the Novacor APA, Trio Canada agreed to acquire certain assets of Novacor relating its oil and gas business, including certain contracts, leases and permits for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada (collectively, the “Novacor Assets”), free and clear of any liens other than certain specified liabilities of Novacor that are being assumed (collectively, the “Liabilities” and such acquisition of the Novacor Assets and assumption of the Liabilities together, the “Novacor Acquisition”) for a total purchase price of (i) US$650,000, in cash, US$65,000 of which was previously provided as a deposit to Novacor, and (ii) the issuance to Novacor of 526,536 shares of common stock of common stock (the “Novacor Shares”). The Novacor Acquisition was consummated in two closings, with the first closing being consummated on April 8, 2025 and the second closing consummated on May 22, 2025. All five of our currently active wells are in the newly acquired Novacor property
P.R. Spring Letter of Intent and Option
On May 15, 2025, the Company entered into a non-binding Letter of Intent (LOI) with Heavy Sweet Oil LLC (“HSO”) for the potential acquisition of 2,000 acres of oil and gas properties at P.R. Spring, Uintah Basin, Utah (“P.R. Spring”), which is adjacent to Asphalt Ridge. The LOI contemplates our issuance of 1,492,272 restricted shares of common stock and the payment of $850,000 at closing, subject to execution of definitive agreements. Upon signing the LOI, we made a non-refundable $150,000 payment to HSO in consideration for the option. The LOI requires evidence of a minimum sustained production rate of 40 barrels per day for a continuous 30-day period from two wells at Asphalt Ridge by May 15, 2026, or the LOI will expire unless extended by us. We are not under any obligation to enter into definitive agreements in connection with an acquisition.
Carbon Capture and Storage Project as part of Company’s South Salinas Project
We are committed to attempting to reduce our own carbon footprint and, where possible, that of others. For this reason, we are taking initial steps to launch a Carbon Capture and Storage (“CCS”) project as part of the South Salinas Project, which appears ideal for such a task. The South Salinas Project covers a vast area and is uniquely situated at a deep depocenter where there are thick geologic zones (e.g., Vaqueros Sand, up to approximately 500’ thick) about two miles deep, which could accommodate and permanently store vast volumes of CO2. Four existing deep wells in the South Salinas Project (i.e., the HV 1-35, BM 2-2, BM 1-2-RD1 and HV 3-6 wells) are excellent candidates for use as CO2 injection wells. A CCS project in the future may help reduce our carbon footprint by sequestering and permanently storing CO2 deep underground at one or more deep wells, away from drinking water sources. Furthermore, three of the aforementioned deep wells are directly located on three idle oil and gas pipelines that could be used to import CO2 to our CCS Project. We have opened discussions with third parties who wish to reduce their own greenhouse gas emissions and who may be interested in participating in our CCS project. We believe it is feasible to develop the major oil and gas resources of the South Salinas Project and to concurrently establish a substantial CCS project and potentially a CO2 storage hub and/or Direct Air Capture (DAC) hub.
Going Concern Considerations
We began generating revenues in the prior fiscal year but have incurred significant losses since inception. As of July 31, 2025, we had an accumulated deficit of $24,639,679 and a working capital deficit of $679,729. For the three and nine months ended July 31, 2025, we reported net losses of $1,386,723 and $4,566,000, respectively, and used $2,015,896 in cash for operating activities.
To date, we have funded our operations primarily through equity and debt financings, including:
| ● | Proceeds from the issuance of common stock and financing from certain investors | |
| ● | Net proceeds from our initial public offering (“IPO”) in April 2023 | |
| ● | Convertible note financings totaling $2,371,500 in October and December 2023 | |
| ● | An unsecured promissory note of $125,000 from our former CEO in 2024 | |
| ● | Gross proceeds of $543,500 from promissory notes with investors in 2024 | |
| ● | Gross proceeds of $1,440,000 from convertible debt financing in 2024 | |
| ● | Net proceeds of approximately $4,650,000 under an “at-the-market” agreement entered into in September 2024 | |
| ● | Gross proceeds of $606,000 from a private placement of convertible debt financing in April 2025 | |
| ● | Gross proceeds of $1,020,000 from a private placement of convertible debt financing in August 2025 |
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Despite these financings, our recurring losses, accumulated deficit, and working capital deficit raise substantial doubt about our ability to continue as a going concern. Our current revenue levels are insufficient to cover operating costs, and we remain dependent on external financing to sustain operations and fund planned development activities.
We will require additional capital to advance drilling and development at our South Salinas and Asphalt Ridge assets, meet payment obligations, and support ongoing operations. There is no assurance that we will be able to raise such capital on favorable terms or at all. If we are unable to secure adequate funding or achieve operational profitability, we may need to pursue alternative strategies to reduce expenses and conserve cash.
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additional information is provided in Note 3 to the condensed consolidated financial statements.
Factors and Trends Affecting Our Business and Results of Operations
We are mindful of global economic trends and their potential influence on commodity prices. Recent fluctuations in global oil prices, political considerations and tariffs can impact cash flow and ultimately profitability. Mitigating factors include our relatively low lift costs and a continued commitment to cost management and efficient production techniques. Our ability to continue to grow our business will in large part depend on continued access to receptive capital markets.
Our primary business strategies and objectives are to grow our recently acquired Canadian assets aggressively by acquiring projects that generate immediate cash flow and/or offer workover opportunities without committing huge resources to new exploratory drilling, or offer transformative growth potential with strategic investment in favorable political and economic environments such as our option on PR Spring in Uintah Basin, Utah. TPET’s current strategy and focus at the South Salinas Project is to seek out a joint venture partner with the knowledge and capacity to operate in California. We are also endeavoring to secure approval from CalGEM and WaterBoards of a proposed short-term water-disposal program that should significantly reduce lease operating costs, launching a Carbon Capture and Storage Project, pursuing permits for full field development, and similar matters. Efforts to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing. Efforts to obtain from the California Geologic Energy Management Division (“CalGEM”) and from the California Water Boards a permit for a water disposal project at the South Salinas Project are also progressing. In the meantime, the Company recently determined that existing permits allow production testing to continue at the HV-3A discovery well at Presidents Field and, consequently, testing operations were restarted at this well on March 22, 2024. Oil production from this well has occurred and the Company has idled operations currently pending an assessment of the viability of increasing the well’s gross production rate, for example by adding up to 650 feet of additional perforations in the oil zone and/or acidizing the well for borehole cleanup. First oil sales from the HV-3A well occurred in the third calendar quarter of 2024.
TPET’s current strategy and focus at the PR Spring project is to monitor the results of the new 2-4 and 8-4 wells at the Company’s Asphalt Ridge project. Once production attains 40 barrels per day for thirty days from both wells, TPET will be in a position to exercise its option on the 2000-acre project and enter into a definitive development agreement.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Results of Operations
Three Months Ended July 31, 2025 compared to the Three Months Ended July 31, 2024 (unaudited)
Our financial results for the three months ended July 31, 2025 and 2024 are summarized as follows:
For the Three Months Ended July 31, | ||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| Revenues | $ | 192,395 | $ | 63,052 | $ | 129,343 | 205.1 | % | ||||||||
| Cost of goods sold | 98,489 | - | 98,489 | 100.0 | % | |||||||||||
| Gross profit | 93,906 | 63,052 | 30,854 | 48.9 | % | |||||||||||
| Operating expenses: | ||||||||||||||||
| Exploration expense | $ | (266 | ) | $ | 8,054 | $ | (8,320 | ) | (103.3 | )% | ||||||
| General and administrative expense | 671,741 | 1,326,171 | (654,430 | ) | (49.3 | )% | ||||||||||
| Stock-based compensation expense | 96,762 | 238,322 | (141,560 | ) | (59.4 | )% | ||||||||||
| Accretion expense | 695 | 695 | - | 0.0 | % | |||||||||||
| Total operating expenses | 768,932 | 1,573,242 | (804,310 | ) | (51.1 | )% | ||||||||||
| Loss from Operations | (675,026 | ) | (1,510,190 | ) | 835,164 | (55.3 | )% | |||||||||
| Other expenses, net: | ||||||||||||||||
| Interest expense | 147,552 | 668,381 | (520,829 | ) | (77.9 | )% | ||||||||||
| Settlement fees | - | - | - | 0.0 | % | |||||||||||
| Loss on abandonment of oil and gas properties | 37,344 | - | 37,344 | 100.0 | % | |||||||||||
| Loss on extinguishment of debt | - | - | - | 0.0 | % | |||||||||||
| Loss on note conversion | 535,620 | - | 535,620 | 100.0 | % | |||||||||||
| (Gain) on foreign currency translation | (8,819 | ) | - | (8,819 | ) | (100.0 | )% | |||||||||
| Total other expenses, net | 711,697 | 668,381 | 43,316 | 6.5 | % | |||||||||||
| Loss before income taxes | (1,386,723 | ) | (2,178,571 | ) | 791,848 | (36.3 | )% | |||||||||
| Income tax benefit | - | - | - | - | ||||||||||||
| Net loss | $ | (1,386,723 | ) | $ | (2,178,571 | ) | $ | 791,848 | (36.3 | )% | ||||||
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Revenues, net
Revenues, net increased for the three months ended July 31, 2025 by approximately $129,343 as compared to the prior period; revenues from the prior period were from the sale of approximately 1,000 barrels of oil from our McCool Ranch field, which operations were terminated in May 2025. Current revenues are from the sale of approximately 4,000 barrels of oil from our recently acquired assets in the Lloydminster, Saskatchewan region.
Exploration expenses
Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory, geological and geophysical costs, delay rentals, and exploratory overhead, and are expensed as incurred. Exploration expenses decreased by a negligible amount as compared to the prior year period due to a reduction in exploratory, geological, and geophysical costs incurred during the period. The current period reflects a credit balance of $266, primarily due to the reversal of an accrued estimate recorded in the prior quarter for exploration costs associated with the McCool Ranch property, which was formally terminated during the current fiscal year.
General and administrative expenses
General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and stock-based compensation expense for employees and consultants in executive, finance and accounting, legal, operations support, information technology and human resource functions. General and administrative expenses also include corporate facility costs including rent, utilities, depreciation, amortization and maintenance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services.
General and administrative expenses decreased for the three months ended July 31, 2025 by approximately $0.7 million as compared to the prior period due to (i) a decrease in consulting fees of approximately $200,000, (ii) decreased legal fees of approximately $180,000, (iii) a decrease in professional fees of approximately $70,000 and (iv) decreased salaries and wages of approximately $245,000, respectively.
Stock-based compensation expense
We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. Stock-based compensation expense decreased by approximately $0.1 million for the three months ended July 31, 2025 due to the amortization of approximately 22,500 more options in the prior three month period than in the current period.
Accretion expense
We have an ARO recorded that is associated with its oil and natural gas properties in the South Salinas Project (the “SSP”); the fair value of the ARO was recorded as a liability and is accreted over time until the date the ARO is to be paid. For the three months ended July 31, 2025, accretion expenses remained consistent with that of the prior year period.
Other expenses, net
For the three months ended July 31, 2025, other expenses, net increased slightly compared to the prior year period. The modest increase was primarily attributable to (i) a loss of approximately $0.5 million recognized in connection with the issuance of common shares in lieu of cash for principal payments on promissory notes, and (ii) a loss of approximately $0.1 million related to the abandonment of oil and gas properties during the current period. These increases were partially offset by (iii) a reduction in non-cash interest expense of approximately $0.5 million, driven by lower outstanding debt levels during the current period. Non-cash interest expense reflects the amortization of debt discounts associated with prior financings.
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Nine Months Ended July 31, 2025 compared to the Nine Months Ended July 31, 2024 (unaudited)
Our financial results for the nine months ended July 31, 2025 and 2024 are summarized as follows:
For the Nine Months Ended July 31, | ||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| Revenues | $ | 226,485 | $ | 135,975 | $ | 90,510 | 66.6 | % | ||||||||
| Cost of goods sold | 107,751 | - | 107,751 | 100.0 | % | |||||||||||
| Gross profit | 118,734 | 135,975 | (17,241 | ) | (12.7 | )% | ||||||||||
| Operating expenses: | ||||||||||||||||
| Exploration expense | $ | 35,616 | $ | 132,871 | $ | (97,255 | ) | (73.2 | )% | |||||||
| General and administrative expense | 2,138,768 | 3,759,546 | (1,620,778 | ) | (43.1 | )% | ||||||||||
| Stock-based compensation expense | 702,728 | 1,150,852 | (448,124 | ) | (38.9 | )% | ||||||||||
| Accretion expense | 2,084 | 2,084 | - | 0.0 | % | |||||||||||
| Total operating expenses | 2,879,196 | 5,045,353 | (2,166,157 | ) | (42.9 | )% | ||||||||||
| Loss from Operations | (2,760,462 | ) | (4,909,378 | ) | 2,148,916 | (43.8 | )% | |||||||||
| Other expenses: | ||||||||||||||||
| Interest expense | 496,072 | 1,810,370 | (1,314,298 | ) | (72.6 | )% | ||||||||||
| Settlement fees | - | 10,500 | (10,500 | ) | (100.0 | )% | ||||||||||
| Loss on abandonment of oil and gas properties | 611,763 | - | 611,763 | 100.0 | % | |||||||||||
| Loss on extinguishment of debt | 90,200 | - | 90,200 | 100.0 | % | |||||||||||
| Loss on note conversion | 616,322 | 1,196,306 | (579,984 | ) | (48.5 | )% | ||||||||||
| (Gain) on foreign currency translation | (8,819 | ) | - | (8,819 | ) | (100.0 | )% | |||||||||
| Total other expenses | 1,805,538 | 3,017,176 | (1,211,638 | ) | (40.2 | )% | ||||||||||
| Loss before income taxes | (4,566,000 | ) | (7,926,554 | ) | 3,360,554 | (42.4 | )% | |||||||||
| Income tax benefit | - | - | - | - | ||||||||||||
| Net loss | $ | (4,566,000 | ) | $ | (7,926,554 | ) | $ | 3,360,554 | (42.4 | )% | ||||||
Revenues, net
Revenues, net increased for the nine months ended July 31, 2025 by approximately $0.1 million as compared to the prior period; revenues from the nine months ended July 31, 2024 were from the sale of approximately 3,100 barrels of oil from our McCool Ranch field, versus the sale of approximately 4,550 barrels of oil produced from our recently acquired oil and gas assets in the Lloydminster, Saskatchewan region for the nine months ended July 31, 2025.
Exploration expenses
Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory, geological and geophysical costs, delay rentals, and exploratory overhead, and are expensed as incurred. Exploration expenses decreased by a negligible amount as compared to the prior year period due to a reduction in exploratory, geological, and geophysical costs incurred during the period. Exploration expenses decreased by approximately $0.1 million as compared to the prior year period due to a decrease in exploratory, geological, and geophysical costs incurred during the period.
General and administrative expenses
General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and stock-based compensation expense for employees and consultants in executive, finance and accounting, legal, operations support, information technology and human resource functions. General and administrative expenses also include corporate facility costs including rent, utilities, depreciation, amortization and maintenance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services.
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General and administrative expenses decreased by approximately $1.6 million for the nine months ended July 31, 2025, compared to the prior-year period. This reduction was primarily driven by lower salary expenses (approximately $575,000), advertising and marketing fees ($340,000), filing fees ($125,000), professional fees ($160,000), and legal fees ($380,000).
Stock-based compensation expense
We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. For the nine months ended July 31, 2025, stock-based compensation expense decreased by approximately $0.4 million compared to the prior period. This decrease was primarily due to the final vesting of certain restricted shares in the previous quarter, which resulted in a lower expense allocation for the current nine-month period.
Accretion expense
We have an Asset Retirement Obligation (“ARO”) recorded that is associated with its oil and natural gas properties in the SSP; the fair value of the ARO was recorded as a liability and is accreted over time until the date the ARO is to be paid. For the nine months ended July 31, 2025, accretion expenses remained consistent with that of the prior year period.
Other expenses, net
For the nine months ended July 31, 2025, other expenses, net decreased by approximately $1.2 million when compared to the prior year period. This decline was primarily driven by (i) an approximate $1.3 million reduction in non-cash interest expense resulting from lower debt levels in the current period (non-cash interest expense is recognized as debt discounts on financings are amortized), as well as (ii) an approximate $0.6 million decrease in the loss on a note conversion recorded in the prior period, which stemmed from principal payments made via conversion shares under the October 2023 Securities Purchase Agreement. These reductions were partially offset by a $0.6 million loss incurred in the current period due to the abandonment of oil and gas properties.
Liquidity and Capital Resources
Working Capital (Deficiency)
A comparison of our working capital deficiency is presented below:
| July 31, 2025 | October 31, 2024 | |||||||
| Current assets | $ | 876,550 | $ | 565,219 | ||||
| Current liabilities | 1,556,279 | 2,590,699 | ||||||
| Working capital (deficiency) | $ | (679,729 | ) | $ | (2,025,480 | ) | ||
Current assets increased primarily due to a $3.4 million rise in cash, driven by proceeds from the sale of common shares under the Company’s at-the-market (ATM) offering agreement during the fiscal quarter ended January 31, 2025. Current liabilities decreased overall, reflecting reductions in promissory notes (approximately $0.7 million), notes payable to related parties ($0.2 million), and other current liabilities ($0.3 million). These decreases were partially offset by an increase in accounts payable of approximately $0.4 million.
Cash Flows
Our cash flows for the nine months ended July 31, 2025, in comparison to our cash flows for the nine months ended July 31, 2024, can be summarized as follows:
| Nine months ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash (used in) provided by operating activities | $ | (2,015,896 | ) | $ | 118,642 | |||
| Net cash used in investing activities | (966,555 | ) | (1,138,561 | ) | ||||
| Net cash provided by (used in) financing activities | 3,250,351 | (248,898 | ) | |||||
| Effect of foreign currency exchange | 30,520 | - | ||||||
| Net change in cash | $ | 298,420 | $ | (1,268,817 | ) | |||
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Cash Flows from Operating Activities
For the nine months ended July 31, 2025 and 2024, cash (used in) provided by operating activities was $(2,015,896) and $118,642, respectively. The cash used in operations for the nine months ended July 31, 2025 was primarily attributable to our net loss of $4,566,000, adjusted for non-cash expenses in the aggregate amount of $2,540,890, as well as $9,215 of net cash used to fund changes in the levels of operating assets and liabilities. The cash provided by operations for the nine months ended July 31, 2024 was primarily attributable to our net loss of $7,926,554, adjusted for non-cash expenses in the aggregate amount of $6,853,494, as well as $1,191,702 of net cash provided to fund changes in the levels of operating assets and liabilities.
Cash Flows from Investing Activities
For the nine months ended July 31, 2025 and 2024, cash used in investing activities totaled $966,555 and $1,138,561, respectively. The decrease in cash used during the current period primarily reflects slightly lower capital investment activity; for the nine months ended July 31, 2025, cash outflows were primarily attributable to approximately $0.8 million in connection with the acquisition of assets related to the Lloydminster, Saskatchewan properties. In the prior-year period, cash used in investing activities was primarily driven by approximately $1.1 million in capital expenditures, which were capitalized and reflected in the oil and gas property balance as of July 31, 2024.
Cash Flows from Financing Activities
For the nine months ended July 31, 2025 and 2024, cash provided by (used in) financing activities totaled $3,250,351 and $(248,898), respectively. Cash provided by financing activities during the nine months ended July 31, 2025 was primarily attributable to (i) proceeds approximately $3.5 million from the issuance of shares of common stock in connection with an ATM agreement, (ii) proceeds from the issuance of convertible debt of approximately $0.6 million, offset by repayments of related party debt and promissory notes of approximately $0.2 million and $0.6 million, respectively. Cash used in financing activities during the nine months ended July 31, 2024 was primarily driven by payments of approximately $2.6 million related to the settlement of convertible debt and $0.2 million in debt issuance costs. These outflows were partially offset by proceeds from the issuance of new promissory notes, convertible debt, and related party debt totaling approximately $1.8 million, $0.6 million, and $0.1 million, respectively.
Capital Resources
Since our inception, we have funded our operations with the proceeds from equity and debt financing. We have experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the issuance of equity and promissory notes that are convertible into shares of our common stock to fund our operations and have devoted significant efforts to reduce that exposure. Unless we are able to raise additional capital through equity and/or debt financing, we believe our existing cash and cash flow from operations will be sufficient to meet our working capital and capital expenditure needs for not more than six months from the date of this report. Future capital requirements will depend on many factors, including the time period in which we are able to ramp up the operation of wells and the acquisition of additional properties. To the extent that existing capital and revenue growth are not sufficient to fund future activities, we will need to raise capital through additional equity or debt financings. Additional funds may not be available on terms favorable to us or at all. Failure to raise additional capital, if needed, could have a material adverse effect on our financial position, results of operations and cash flows. See Going Consideration Concerns above in which we raise substantial doubt about our ability to continue as a going concern.
Contractual Obligations and Commitments
Unproved Property Leases
South Salinas Project
We hold various leases related to unproved properties in the South Salinas Project, including two leases with the same lessor:
| ● | Lease 1 (8,417 acres): Such lease was amended on May 27, 2022 to extend force majeure status for an additional uncontested twelve months, releasing us from evidencing force majeure conditions during that period. A one-time, non-refundable payment of $252,512 was made and capitalized as part of oil and gas property as of October 31, 2022. The force majeure status was extinguished following the drilling of the HV-1 well. Continued operations and oil production at the HV-3A well maintain the lease’s validity. | |
| ● | Lease 2 (160 acres): Such lease is held by delay rental, renewed every three years. We are required to pay $30 per acre annually until drilling commences. The delay rental payment for October 2024 through October 2025 has been paid in advance, and we remain in compliance. |
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In February and March 2023, we entered into additional leases covering unproved properties in the South Salinas Project:
| ● | Group 1: Covers 360 acres with a 20-year term; annual rental payments of $25 per acre | |
| ● | Group 2: Covers 307.75 acres with a 20-year term; annual rental payments of $30 per acre |
During the second and third quarters of fiscal 2025, we strategically terminated all additional leases in the South Salinas Project. All associated exploration and development costs, including capitalized expenditures for equipment and facilities, were expensed in accordance with applicable accounting standards. This decision followed a comprehensive evaluation of the leases’ economic viability, market conditions, regulatory factors, and operational constraints.
McCool Ranch Oil Field
We previously held interests in two parcels of unproved leases in the McCool Ranch Oil Field:
| ● | Parcel 1: Ten leases totaling approximately 480 acres, held by delay rental payments | |
| ● | Parcel 2: One lease totaling approximately 320 acres, held by production |
As of the second quarter of 2025, we elected to terminate all McCool Ranch leases. These leases have been written off and expensed in the statement of operations. No further rental payments or development activities will be pursued.
Asphalt Ridge Leases – ARLO Agreement
On November 10, 2023, we entered into the ARLO Agreement with HSO, granting the exclusive right to acquire up to a 20% working interest in a 960-acre drilling and production program in the Asphalt Ridge leases for $2,000,000. The agreement allowed for investment in tranches, with an initial tranche of no less than $500,000 payable within seven days of HSO satisfying certain conditions.
On December 29, 2023, we amended the ARLO Agreement and funded $200,000 of the initial $500,000 tranche in advance of HSO satisfying the required conditions. In exchange, we acquired a 2% interest in the leases. These funds were designated for infrastructure development, including road construction. As of July 31, 2025, we had paid a total of $225,000 to HSO and hold a 2.25% working interest in the leases. These costs have been capitalized and are reflected in the oil and gas property balance as of July 31, 2025.
Under the most recent amendment signed in April 2025, we had until May 10, 2025 to pay an additional $1,775,000 to exercise its option for the remaining 17.75% interest. The option expired unexercised after the reporting period, and we forfeited our right to acquire the additional interest. We retain our existing 2.25% interest.
Proved Property Leases
Saskatchewan, Canada
In April 2025, we acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada (see Note 5). The leases total 320 net acres and are all held by production.
Board of Directors Compensation
On July 11, 2022, our Board of Directors approved a compensation plan for non-employee directors, effective upon the consummation of our initial public offering (IPO). Under this plan, each non-employee director is entitled to an annual cash retainer of $50,000, plus an additional $10,000 per Board committee served, with all payments made quarterly in arrears. Compensation payments commenced following the successful completion of the IPO in April 2023.
For the three and nine months ended July 31, 2025, we recognized director compensation expense of $80,007 and $241,682, respectively. For the corresponding periods in 2024, we recognized $55,000 and $165,000, respectively.
Agreements with Advisors
On October 4, 2023 and December 29, 2023, we entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”), whereby Spartan has served as the exclusive placement agent in connection with the closing of private placements. The agreements provide the agent with i) a cash fee 7.5% of the aggregate proceeds raised in the sale and ii) warrants to purchase a number of common shares equal to 5% of the number of common shares initially issuable upon conversion of each note tranche; warrants to purchase 4,167 and 2,750 common shares with exercise prices of $26.40 and $11.00 for the first and second tranches, respectively, were issued to Spartan as of January 31, 2024. Such warrants may be exercised beginning 6 months after issuance until four and one-half years thereafter.
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Critical Accounting Policies and Estimates
Basis of Presentation
We prepare our condensed consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared, and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed consolidated financial statements, as well as the sufficiency of the disclosures pertaining to our accounting policies in the footnotes accompanying our condensed consolidated financial statements. Described below are the most significant policies we apply in preparing our condensed consolidated financial statements, some of which are subject to alternative treatments under GAAP. We also describe the most significant estimates and assumptions we make in applying these policies. See “Note 2 - Summary of Significant Accounting Policies” to our condensed consolidated financial statements.
Oil and Gas Assets and Exploration Costs – Successful Efforts
Our projects are in exploration and/or early production stages and we began generating revenue from its operations during the quarterly period ended April 30, 2024. We apply the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory, geological, and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs considering ongoing exploration activities; in particular, whether we are making sufficient progress in our ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.
Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on our current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers.
As of July 31, 2025, we had seven wells that are producing, all of which are located in the newly acquired Saskatchewan property, plus two workovers. We expect to add the reserve value of such fields to our reserve report after a further period of observation and review of the oil production; once this has been determined, we will estimate the necessary depreciation, depletion and amortization (“DD&A”) for such wells.
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Proved and unproved oil and natural gas properties
Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until we specifically identify a lease that will revert to the lessor, at which time we charge the associated unproved lease acquisition costs to exploration costs.
Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. As of July 31, 2025 and October 31, 2024, such oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization.
Proved oil and natural gas properties include developed and undeveloped reserves that have been confirmed through drilling and production activities. These properties are subject to DD&A, which is calculated using the unit-of-production method based on total proved reserves.
| ● | Proved developed reserves are amortized over the expected production life of the wells. | |
| ● | Proved undeveloped reserves remain capitalized until development activities commence. | |
| ● | The Company assesses impairment of proved properties periodically based on commodity prices, production forecasts, and reserve estimates. |
As of July 31, 2025, we have proved reserves in the newly acquired Saskatchewan properties and expect to add the reserves values of such fields to our reserve report; once this has been done, we will estimate the necessary DD&A for such wells.
Impairment of Other Long-lived Assets
We review the carrying value of our long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. We assess the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties; unproved properties are assessed for impairment either at an individual property basis or a group basis.
Asset Retirement Obligations
ARO consists of future plugging and abandonment expenses on oil and natural gas properties. In connection with the South Salinas Project acquisition described above, we acquired the plugging and abandonment liabilities associated with six temporarily shut-in, idle wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties. We plan to utilize the six wellbores acquired in the South Salinas Project acquisition in future production, development and/or exploration activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.
Fair Value Measurements
The carrying values of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate fair values due to the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This fair value measurement framework applies to both initial and subsequent measurement.
| Level 1: | Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. |
| Level 3: | Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. |
There are no assets or liabilities measured at fair value on a recurring basis. Assets and liabilities accounted for at fair value on a non-recurring basis in accordance with the fair value hierarchy include the initial allocation of the asset acquisition purchase price, including asset retirement obligations, the fair value of oil and natural gas properties and the assessment of impairment.
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The fair value measurements and allocation of assets acquired are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future commodity prices; (iii) operating and development costs; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that the Company’s management believes will impact realizable prices. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation.
The fair value of additions to the asset retirement obligation liabilities is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount. Significant inputs to the valuation include: (i) estimated plug and abandonment cost per well for all oil and natural gas wells and for all disposal wells; (ii) estimated remaining life per well; (iii) future inflation factors; and (iv) the Company’s average credit-adjusted risk-free rate. These assumptions represent Level 3 inputs.
If the carrying amount of its proved oil and natural gas properties, which are assessed for impairment under ASC 360 – Property, Plant and Equipment, exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value. The fair value of its oil and natural gas properties is determined using valuation techniques consistent with the income and market approach. The factors used to determine fair value are subject to management’s judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures, and various discount rates commensurate with the risk and current market conditions associated with the expected cash flow projected. These assumptions represent Level 3 inputs.
Recent Accounting Pronouncements
All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to us.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our third fiscal quarter ended July 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any legal proceedings.
Item 1A. Risk Factors
There have been no other material changes to the risk factors set forth in the section titled “Risk Factors” included in our Amendment No. 3 to our Annual Report on Form 10-K/A for the year ended October 31, 2024, which was filed with the SEC on April 15, 2025 (“2024 Annual Report”). Our business involves significant risks. You should carefully consider the risks and uncertainties described in our 2024 Annual Report, together with all of the other information in our 2024 Annual Report and in this Quarterly Report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our 2024 Annual Report.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None, except as reported on Current Reports on Form 8-K filed by the Company during the quarterly period covered by this report.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On July 30, 2025, the Company held its Annual Meeting of Stockholders. A quorum was present, and all proposals described in the Company’s proxy statement filed on June 18, 2025 were approved, including the election of directors, amendments to the Certificate of Incorporation and the 2022 Plan, and the ratification of the Company’s independent auditor.
Trading Arrangements
During the quarterly period ended July 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
| Exhibit No. | Description | |
| 4.1* | Certificate of Amendment of Amended and Restated Certificate of Incorporation. filed July 30, 2025 | |
| 31.1* | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished, not filed |
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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.
| TRIO PETROLEUM CORP | ||
| By: | /s/ Robin Ross | |
| Robin Ross | ||
| Chief
Executive Officer (Principal Executive Officer) |
||
| Date: September 12, 2025 | ||
| By: | /s/ Greg Overholtzer | |
| Greg Overholtzer | ||
| Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
||
| Date: September 12, 2025 |
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FAQ
What are TPET's reported losses for the period ended July 31, 2025?
How much cash and working capital does Trio Petroleum (TPET) have as of July 31, 2025?
What stake does TPET hold in the South Salinas Project?
Is the HV-3A well producing?
Has TPET raised financing recently to address liquidity?
