Trio Petroleum extends production deadline for Utah asset deal

Trio Petroleum Corp reports that it has extended a key condition deadline in its planned acquisition of certain oil and gas assets from Heavy Sweet Oil LLC at the P.R.

Rhea-AI Filing Summary

Trio Petroleum Corp reports that it has extended a key condition deadline in its planned acquisition of certain oil and gas assets from Heavy Sweet Oil LLC at the P.R. Spring Uinta Basin in Utah.

The parties previously signed a non-binding Letter of Intent for Trio to acquire HSO’s rights in 2,000 acres, subject to Trio demonstrating a minimum sustained production rate of 40 barrels per day for 30 continuous days from each of two wells at the nearby Asphalt Ridge site by May 15, 2026. That production level has not been reached, and both sides do not expect it to be met by the original deadline.

On April 20, 2026, Trio and HSO agreed to extend the production test deadline to May 15, 2028, with potential for further extension by Trio, while all other Letter of Intent terms remain in place.

Insights

Energy sector M&A analyst

Trio keeps optionality on a Utah asset deal by extending a key production test deadline.

Trio Petroleum Corp and Heavy Sweet Oil LLC have a non-binding Letter of Intent for Trio to acquire rights in 2,000 acres at the P.R. Spring Uinta Basin. Closing is conditioned on hitting a defined production test at two Asphalt Ridge wells.

The test requires 40 barrels per day for 30 continuous days from each well. The companies state this threshold has not been met and is unlikely by the original May 15, 2026 deadline. Instead of letting the LOI lapse, they signed an extension on April 20, 2026 moving the deadline to May 15, 2028.

This keeps the contemplated transaction alive but still contingent on operational performance. The extension suggests interest in the asset package while acknowledging current production limitations. Future disclosures will clarify whether the production targets are eventually achieved and if definitive acquisition documents are executed.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Acreage targeted: 2,000 acres Required well production: 40 barrels per day Production test duration: 30 days +4 more

7 metrics

Acreage targeted 2,000 acres HSO land at P.R. Spring Uinta Basin in Utah

Required well production 40 barrels per day Per well, sustained for 30 days under LOI condition

Production test duration 30 days Continuous period required for each qualifying well

Original production deadline May 15, 2026 Initial end of Production Rate Period in LOI

Extended production deadline May 15, 2028 New Production Rate Period end date per extension

Extension agreement date April 20, 2026 Date Trio and HSO signed LOI extension

Number of wells 2 wells Trio-operated wells at Asphalt Ridge site

Key Terms

Letter of Intent, non-binding, Definitive Documents, Well Production Rate, +2 more

6 terms

Letter of Intent financial

"entered into a non-binding Letter of Intent (the “LOI”) with Heavy Sweet Oil LLC"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

non-binding financial

"entered into a non-binding Letter of Intent (the “LOI”)"

"Non-binding" describes an agreement or statement that does not legally require the parties involved to follow through with its terms. It’s like a handshake or a written promise that shows intent but isn’t enforceable by law. For investors, understanding whether an agreement is binding or non-binding helps gauge how seriously the parties are committed and how much weight to give to the promises made.

Definitive Documents financial

"terms of which would be set forth in certain definitive documents which the Parties intend to proceed to enter into (the “Definitive Documents”)"

Well Production Rate technical

"a minimum sustained production rate of 40 barrels per day for a continuous 30-day period ... (the “Well Production Rate”)"

Production Rate Period technical

"in the event that the Well Production Rate was not achieved on or before May 15, 2026 (the “Production Rate Period”)"

Emerging growth company regulatory

"Emerging growth company Item 8.01. Other Events."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Trio Petroleum Corp (TPET) announce regarding the Heavy Sweet Oil LOI?

Trio Petroleum Corp announced an extension of a key production deadline tied to its non-binding Letter of Intent to acquire certain oil and gas assets from Heavy Sweet Oil LLC at the P.R. Spring Uinta Basin in Utah, keeping the potential acquisition agreement in place.

What assets is Trio Petroleum Corp (TPET) looking to acquire from Heavy Sweet Oil LLC?

Trio aims to acquire all of Heavy Sweet Oil LLC’s rights in 2,000 acres at the P.R. Spring Uinta Basin in Utah. These assets are defined as the “Identified Assets” in the Letter of Intent and would be further detailed in definitive transaction documents.

What production requirement must Trio Petroleum Corp (TPET) meet under the LOI?

The Letter of Intent requires evidence of a minimum sustained production rate of 40 barrels per day for 30 consecutive days from each of two Trio-operated wells at the Asphalt Ridge site. Meeting this condition is required before entering definitive acquisition documents.

Why did Trio Petroleum Corp (TPET) extend the production deadline with Heavy Sweet Oil LLC?

Trio and Heavy Sweet Oil extended the production deadline because the required production rate had not been achieved and is not expected by the original May 15, 2026 date. Extending the deadline preserves the possibility of completing the proposed asset acquisition later.

Until when is the production test deadline extended for Trio Petroleum Corp (TPET)?

The production test deadline has been extended to May 15, 2028, with the option for further extension by Trio. During this period, the non-binding Letter of Intent remains in effect, and all other previously agreed terms continue to apply.

Are the acquisition terms between Trio Petroleum Corp (TPET) and Heavy Sweet Oil LLC final?

The terms are not final. The parties have a non-binding Letter of Intent, and any acquisition would be governed by definitive documents they intend to negotiate. Execution of those documents depends on satisfying the specified production condition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 04:15 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

Trio Petroleum Corp

(Exact name of registrant as specified in its charter)

Delaware		001-41643		87-1968201
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

23823 Malibu Road, Suite 304

Malibu, CA 90265

(661) 324-3911

(Address and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TPET		The NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Extension of Letter of Intent to Acquire Certain Oil and Gas Assets of HSO in at the P.R. Spring, Utah

On May 20, 2025, Trio Petroleum Corp, a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “May 20th 8-K”) with the Securities and Exchange Commission (the “Commission”) reporting that it had entered into a non-binding Letter of Intent (the “LOI”) with Heavy Sweet Oil LLC, a limited liability company incorporated under the laws of the State of Utah (“HSO”, and together with the Company, the “Parties”) for the acquisition of all of HSO’s right, title and interest in, to, and under a certain identified 2,000 acres of land of HSO at the P.R. Spring Unita Basin in Utah (the “Proposed Transaction”) to be identified in writing by the Company (the “Identified Assets”), the terms of which would be set forth in certain definitive documents which the Parties intend to proceed to enter into (the “Definitive Documents”). The LOI provided that it is a condition of the Company’s entering into Definitive Documents that there is evidence of a minimum sustained production rate of 40 barrels per day for a continuous 30-day period from each of the two wells operated by the Company at the Asphalt Ridge site located next to the P.R. Spring site (the “Well Production Rate”), and in the event that the Well Production Rate was not achieved on or before May 15, 2026 (the “Production Rate Period”), the LOI would expire, unless extended by the Company in writing.

As of the date of this report, the Well Production Rate has not been achieved, and the Parties do not believe the Well Production Rate will be achieved by the Production Rate Period.

On April 20, 2026, the Company and HSO entered into a letter of extension (the “Extension”) which extended the Production Rate Period until May 15, 2028, or as may be further extended by the Company.

The above description of the Extension is qualified in its entirety by the text of the Extension, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K. All other terms of the LOI are described in the May 20th 8-K and the LOI, which is filed as Exhibit 10.1 to the May 20th 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Letter of Intent, dated as of May 15, 2025, entered into by and between the Company and Heavy Sweet Oil LLC
10.2		Extension to the Letter of Intent, dated as of April 20, 2026, entered into by and between the Company and Heavy Sweet Oil LLC
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

* Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on May 20, 2025

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 hereunto duly authorized.

	Trio Petroleum Corp
Date: April 22, 2026	By:	/s/ Robin Ross
	Name:	Robin Ross
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.2 EX-10.2 16.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB