Trio Petroleum plans 14-well Canada farmout deal
Rhea-AI Filing Summary
Trio Petroleum Corp (TPET), through its wholly owned subsidiary Trio Petroleum Canada, Corp., entered into a Farmout Agreement with Croverro Energy Ltd. giving Trio Canada the right to earn working interests in petroleum and natural gas rights in Alberta and Saskatchewan via up to seven 2-well earning programs on specified Farmout Lands.
For the initial 2-well earning program, Croverro will notify Trio Canada by October 1, 2026; if Trio Canada elects to participate, it will pay a CAD $450,000 prospect fee, and if it declines, the agreement terminates. For each earning program in which Trio Canada participates, it funds 100% of drilling, completion and equipping costs, described in the press release as approximately CAD $1.8 million of development capital per applicable project, in exchange for an 80% interest in Croverro’s pre-earning working interest in the Farmout Lands until payout of its costs, then a 60% interest thereafter, subject to project-specific terms.
The press release describes a contemplated multi-year development inventory of 14 new multilateral wells (five in Alberta and nine in Saskatchewan), plus a Rivercourse re-entry and an oil producing-property acquisition, with Croverro remaining operator and Trio highlighting Croverro’s multilateral heavy-oil expertise in the Lloydminster region. If Trio Canada does not participate in all seven potential earning programs, Croverro will reimburse a pro rata share of the prospect fee for unparticipated programs, and the agreement includes tag-along rights and areas of mutual interest around the Farmout Lands.
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Farmout Agreement financial
multilateral horizontal development technical
geo-steering technical
areas of mutual interest financial
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FAQ
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What agreement did Trio Petroleum Corp (TPET) announce with Croverro Energy?
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What are Trio Petroleum’s (TPET) financial commitments per earning program?
What working interest does Trio Petroleum (TPET) earn from the Croverro projects?
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Who operates the Lloydminster heavy-oil program for Trio Petroleum (TPET)?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 21, 2026)
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(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 | ||
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 17, 2026, Trio Petroleum Canada, Corp. (“Trio Canada”), a wholly owned subsidiary of Trio Petroleum Corp (the “Company”), entered into a Farmout Agreement (the “Agreement”), with Croverro Energy Ltd. (“Croverro”), pursuant to which Croverro has granted to Trio Canada the right to earn working interests in the petroleum and natural gas rights within certain properties in Alberta and Saskatchewan so described in the Agreement (“Farmout Lands”), through the funding by Trio Canada of up to seven earning programs (“Earning Programs”), with each such Earning Program intended to drill and equip two test wells within areas chosen by Trio Canada and Croverro on the Farmout Lands. Croverro will provide notice to Trio Canada regarding the first such Earning Program by October 1, 2026 (the “Initial Earning Program”), and if Trio Canada so chooses to participate in such Earning Program, Trio Canada will provide Croverrio with a prospect fee in the amount of $450,000 (“Prospect Fee”), or, if Trio Canada chooses not to participate, the Agreement will be deemed to be terminated in accordance with its terms.
After the completion of the Initial Earning Program, Trio Canada will have the option participate in up to an additional six Earning Programs. Trio Canada will be given the option to participate in each such subsequent Earning Program, and if at any time Trio Canada chooses not to participate in any such Earning Program, Croverro will no longer have an obligation to offer Trio Canada the option to participate in any further Earning Programs (subject to certain exceptions as noted in the Agreement). In the event Trio Canada does not participate in all seven potential Earning Programs, Croverro will reimburse Trio Canada a pro rata share of the Prospect Fee for any Earning Programs Trio Canada did not participate. In connection with each Earning Program, Croverro will act as the initial operator for operating procedures applicable to each such Farmout Lands, however Trio Canada will be permitted to take over such operatorship in the case of a change of control or termination of key personnel at Croverro.
For each Earning Program for which Trio Canada shall participate, Trio Canada will be obligated to pay 100% of the drilling, completion and equipping costs for such Earning Program (the “Earning Costs”). Upon completion of each Earning Program, Trio Canada will then be entitled to 80% of Croverro’s pre-earning work interests of such Farmout Lands, including the test wells therein, until the Earning Costs have been repaid, at which such time Trio Canada’s percentage will be decreased to 60% of such pre-earning work interests (subject to the specific ownership and participation terms applicable to each project).
The Agreement contains standard covenants and rights of the parties, including for certain “tag-along” rights, in the case either party receives an offer from a third party to acquire their interest in the Agreement or in the Farmout Lands, and rights to areas of mutual interest in the proximity to the Farmout Lands.
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 21, 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* |
Farmout Agreement dated September 15, 2026, by and between Trio Petroleum Canada, Corp. and Croverro Energy Ltd. | |
| 99.1 | Press Release dated September 21, 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.
| 2 |
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 21, 2026 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
Trio Petroleum Announces Lloydminster Heavy-Oil Farm-In And Multilateral Development Program With Croverro Energy
14-well multilateral development inventory across Alberta and Saskatchewan Canada combines existing production, re-entry potential and staged development designed to recycle production cash flow into future drilling
Boca Raton, Florida. - September 21, 2026 - Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), today announced the execution of farm-in and development agreement with Croverro Energy Ltd. (“Croverro”), a Calgary-based heavy-oil operator specializing in multilateral horizontal development in the Lloydminster region of Alberta and Saskatchewan.
The transaction provides Trio with a relatively low-cost option to participate in a multi-year development earning program comprising up to 14 new multilateral drilling opportunities - five in Alberta and nine in Saskatchewan - together with a re-entry and producing-property acquisition.
Trio believes the Croverro program is an important step in its previously announced strategy to build a substantially larger Canadian oil and gas business through a combination of acquisitions, development drilling and strategic operating partnerships. In parallel with development of the Croverro assets, and in furtherance of its stated growth strategy, Trio intends to continue evaluating and pursuing additional oil producing-property acquisitions and development opportunities that complement its growing Canadian portfolio.
A fundamental component of the transaction is that Croverro will remain the operator of the development program. Trio believes the combination of Croverro’s specialized multilateral drilling expertise, familiarity with the assets, a substantial inventory of development opportunities and a staged capital program designed to use cash flow from earlier production to contribute toward subsequent drilling, provides Trio with the potential foundation for a significant and scalable Canadian heavy-oil business.
Croverro - A Specialized Lloydminster Multilateral Operator
Trio’s decision to pursue the opportunity was driven not only by the expected quality and scale of the assets, but also by the opportunity to align with Croverro as operator.
Croverro has developed specialized technical and operating expertise in the application of multilateral horizontal drilling to the thin, laterally extensive heavy-oil reservoirs of the Lloydminster region.
Trio’s development approach incorporates geological interpretation, seismic data, existing well control and reservoir modelling in the design and execution of multi-leg horizontal wells intended to maximize reservoir contact and improve development efficiency.
Successful multilateral development requires precise well placement, geo-steering (meaning the practice of adjusting a drill bit’s path in real time based on downhole geological data), drilling execution and an understanding of how individual reservoir intervals behave over the producing life of a well. Croverro has made this type of development a core component of its Lloydminster heavy-oil business. For over twenty years, Croverro has generated revenues from operating multiple multilateral heavy-oil development programs in the region and has continued to attract participation in subsequent development opportunities.
“In June, we provided an update to the market on our growth strategy, and over the past several months, we have begun to implement that strategy, highlighted by our new transaction with Croverro,” commented Robin Ross, Chairman and CEO of Trio Petroleum Corp. “Trio is actively conducting extensive reviews of acquisition and development opportunities across Western Canada, supported by experienced technical and operating professionals in Calgary and the Lloydminster region. We believe the Croverro opportunity represents a strong combination of near-term development potential, scale and operating expertise that fits right into our growth plans. The program provides a substantial inventory of multilateral drilling opportunities positioned for near-term development together with existing production and re-entry potential. With Croverro remaining as operator, we believe the program provides a compelling platform for significant production growth in the Lloydminster heavy-oil region. Croverro was one of the principal reasons Trio became interested in this opportunity. We aren’t simply acquiring a collection of drilling locations; we are aligning ourselves with a highly experienced Lloydminster heavy-oil operator that has made multilateral development a core part of its business. Moreover, our out of pocket investment to capture this opportunity is relatively small compared to our cash on hand, creating the potential for a positive financial result for Trio. In short, we believe Croverro is at the forefront of applying multilateral technology to conventional heavy-oil development in the Lloydminster region, and their technical knowledge, local operating experience and demonstrated ability to drill and operate these specialized wells gives us considerable confidence in the program. Having Croverro remain as operator is critical to our strategy. We believe we have the right assets, the right development approach and, most importantly, the right operating team to execute it.”
Why Multilateral Heavy-Oil Development Matters
Multilateral wells consist of a primary horizontal wellbore with multiple lateral branches extending through the reservoir. This approach can be particularly effective in the relatively thin, laterally extensive heavy-oil reservoirs common throughout the Lloydminster region that covers areas of Alberta and Saskatchewan, Canada.
By placing multiple horizontal laterals into the reservoir from a common wellbore, an operator can substantially increase reservoir contact compared with conventional vertical development.
Greater reservoir exposure can improve oil drainage and recovery while allowing a larger volume of reservoir to be developed from a concentrated surface location. The development approach can also reduce the number of separate well sites, access roads and associated surface infrastructure that might otherwise be required to achieve comparable reservoir exposure.
Trio believes these characteristics provide the potential for:
| ● | Greater reservoir contact; |
| ● | Improved recovery efficiency; |
| ● | More barrels recovered per development dollar; |
| ● | Improved capital efficiency; |
| ● | Reduced surface infrastructure requirements; and |
| ● | A smaller overall surface development footprint. |
Multilateral and extended-horizontal development have become increasingly important tools in the Lloydminster heavy-oil fairway. Trio believes continued improvements in geo-steering, seismic interpretation, reservoir modelling and drilling execution will further enhance the role of multilateral technology in conventional heavy-oil development.
A Material Multi-Year Development Inventory
The contemplated program consists of 14 new multilateral drilling opportunities, to begin almost immediately and conducted over the next eighteen months consisting of:
Alberta - Five New Multilateral Wells
The Alberta inventory includes development opportunities at Lloyd South and Rivercourse across multiple heavy-oil producing intervals.
Saskatchewan - Nine New Multilateral Wells
The Saskatchewan inventory includes development opportunities at Lloyd East, Paynton, Hillmond and Marshall.
In addition to the 14 new multilateral wells, the program includes a separate Rivercourse re-entry opportunity and an oil producing-property acquisition
.
The combination provides Trio with exposure to three distinct sources of potential production growth:
| ● | Existing acquired production; |
| ● | Near-term production potential from the Rivercourse re-entry; and |
| ● | A multi-year inventory of new multilateral drilling opportunities. |
This combination is intended to provide Trio with production and cash flow at different stages of the development cycle rather than relying solely upon future drilling success.
Farm-In and Participation Structure
Upon its election to participate in the initial 2-well earning program, Trio would pay Croverro a prospect fee in the amount of CAD $450,000.
Under the current development agreement, applicable projects are structured whereby Trio funds 100% of applicable development capital of approximately $1.8 million Canadian in exchange for an 80% revenue interest through payout of Trio’s costs, stepping down to a 60% interest after payout, subject to the specific ownership and participation terms applicable to each project.
Certain opportunities within the overall program carry different participation interests and will be governed by their applicable agreements.
Croverro will remain operator, maintaining continuity across geological evaluation, well design, drilling, completion, production operations and subsequent development planning.
Trio can elect not to participate in any subsequent 2-well earning program proposed by Croverro resulting in the termination of future earning program participation except in the non-participation in the Rivercourse Area. In such a case, Croverro shall refund to Trio a pro-rata share of the prospect fee for each of the remaining earning programs including the Rivercourse Area.
Mr. Ross further commented, “The Croverro program builds upon Trio’s existing Canadian operating platform in Alberta and Saskatchewan, where we have established producing operations and an experienced technical and operating team. Trio intends to leverage this existing platform as it aims to expand production through potential acquisitions, optimization of existing assets and development drilling.”
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 agreement with Croverro 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