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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): (September 30, 2026) September 25, 2026
Trio
Petroleum Corp
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41643 |
|
87-1968201 |
| (State or other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
One
Park Place, 621 NW 53rd Street Ste 125
Boca
Raton, FL 33487
(713)
273-2271
(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 |
|
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
1.01. Entry Into a Material Definitive Agreement.
On
September 25, 2026, Trio Petroleum Canada, Corp. (“Trio Canada”), a wholly owned subsidiary of Trio Petroleum Corp (the “Company”),
entered into a Purchase and Sale Agreement (the “Agreement”), with Marlin Resources Ltd. (“Marlin”), pursuant
to which Trio Canada has agreed to purchase Marlin’s interests in twenty-four oil wells, which includes four producing wells and
twenty shut-in heavy-oil assets, so described in the Agreement (“Assets”) in exchange for a cash fee in the amount of CAD$800,000,
the conveyance by Trio Canada to Marlin of certain assets and interests in agreements held by Trio Canada, and entry into a disposal
agreement pursuant to which Trio Canada will dispose of water produced from wells at certain sites for which Marlin acts as an operator.
The
Agreement was subject to standard satisfaction of closing conditions, including delivery of no interest letters and conveyances to Trio
Canada, and the conveyance by Trio Canada in the assets and interests to Marlin as described above. The foregoing description of the
Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD
On
September 30, 2026, the Company issued a press release announcing the signing of the Agreement. A copy of such release is furnished hereto
as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
Number |
|
Exhibit |
| 10.1* |
|
Purchase and Sale Agreement dated September 25, 2026, by and between Trio Petroleum Canada, Corp. and Marlin Resources Ltd. |
| 99.1 |
|
Press Release dated September 30, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
*
Certain exhibits and schedules have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a
copy of any omitted exhibit or schedule to the SEC upon request.
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: September 30, 2026 |
By: |
/s/ Robin Ross |
| |
Name: |
Robin Ross |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
TRIO
PETROLEUM ANNOUNCES LLOYDMINSTER ACQUISITION WITH
CUMMINGS MULTILATERAL OIL WELL AND
WORKOVER PRODUCTION GROWTH OPPORTUNITY
Boca
Raton, Florida. - September 30, 2026 - Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”),
today announced the acquisition by its Canadian subsidiary of 24 oil wells, with 4 producing and 20 shut-in
heavy-oil assets, from Marlin Resources Ltd. (“Marlin”), an active operator in Saskatchewan’s Lloydminster region.
The
acquisition would combine approximately 37 barrels of oil per day (“BOPD”) of current production with identified existing-well
workover upside, a significant new multilateral drilling opportunity and strategically positioned disposal infrastructure. This transaction
represents another achievement in Trio’s strategy to build a substantially larger Canadian oil and gas business.
Cummings
Multilateral plus Existing Well Workover Growth Opportunity
A
central development opportunity within the Marlin acquisition is a proposed Cummings multilateral well on the N/2 of Section 9-48-23W3.
The proposed well would use multiple horizontal branches from a single surface location to access approximately 4,000 meters of target
Cummings reservoir. Trio estimates a CDN$1.2 million drilling and development budget which includes drilling, completion and equipping
the well for production. Nearby, a Cummings multilateral development by Canadian
Natural Resources (“CNRL”) and other operators support the broader development concept as similar
Cummings wells are producing approximately 375 BOPD, thereby supporting adding a major drilling component to the production upside identified
in the existing well inventory. In addition, Trio has budgeted a CDN$425,000 workover, reactivation and recompletion program targeting
additional production.
Terms
As consideration of the 24 wells, Trio is paying CDN$800,000 in cash and
transferring to Marlin an underutilized water disposal asset. The cash purchase price and anticipated development and workover expenses
will be funded from Trio’s cash on hand.
Strategic
Water Disposal Facility
As
part of the transaction, Trio is acquiring a water disposal facility that is better located to support Trio’s existing wells, the
acquired wells and future development. The improved location is expected to reduce water-hauling distances and disposal costs while creating
opportunities for third-party water-disposal and associated skim-oil revenue.
Robin
Ross, Chairman and Chief Executive Officer of Trio Petroleum Corp, stated “We expect this transaction to be far more than the production
being acquired today. The existing-well workover program provides a defined path intended to materially increase production, while the
Cummings multilateral well adds a significant new drilling opportunity on the acquired lands. Based on current production, we estimate
the purchase price per flowing barrel represents a discount to the average market price for comparable producing assets. This acquisition
represents another important step in growing Trio’s Canadian asset base.”
ABOUT
TRIO PETROLEUM CORP
Trio
Petroleum Corp (NYSE American: TPET) is an independent oil and gas company focused on the acquisition, development and optimization
of oil and gas properties in North America. The Company’s strategy is centered on acquiring producing assets at attractive valuations,
optimizing existing production and identifying opportunities to develop additional production through drilling and other development
activities.
Cautionary
Note Regarding Forward-Looking Statements
All
statements in this press release of Trio and its representatives and partners that are not based on historical fact are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular,
when used in this press release, the words “estimates,” “believes,” “hopes,” “expects,”
“intends,” “on-track”, “plans,” “anticipates,” “aim,” “goal,”
or “may,” derivations of such words, and similar conditional expressions are intended to identify forward-looking statements
within the meaning of the Acts and are subject to the safe harbor created by the Acts, although not all forward-looking statements are
denoted by such words. Any statements made in this press release other than those of historical fact, about an action, event or development,
are forward-looking statements. In this press release, forward-looking statements relate, among other things, to the anticipated operational
and financial benefits to Trio of its new acquisition of the assets from Marlin as described herein, as well as Trio’s growth plans
and strategies in general. While management has based any forward-looking statements contained herein on its current expectations, the
information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning
future events and are subject to a number of significant risks, uncertainties, and other factors, many of which are outside of the Trio’s
control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other
factors include, but are not necessarily limited to, those set forth in the Risk Factors sections of the Trio reports filed with the
Securities and Exchange Commission (SEC). Copies of such documents are available on the SEC’s website, www.sec.gov and on Trio’s
website at https://ir.trio-petroleum.com/sec-filings/. Accordingly, readers should not place undue reliance on any forward-looking statements.
Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required
by law.
Investor
Relations Contact:
Redwood
Empire Financial Communications
Michael
Bayes 404 809-4172
michael@redwoodefc.com
