false
0001898766
0001898766
2025-10-27
2025-10-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 27, 2025 (August 20, 2025)
| 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 1.01 Entry into a Material Definitive Agreement.
Item
1.01. Entry Into a Material Definitive Agreement.
Asset
Purchase Transaction with Capital Land Services Ltd.
Effective
as of August 20, 2025, Trio Petroleum Corp, a Delaware corporation (the “Company”) entered into an Asset Purchase Agreement
(the “APA”) with Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of the Company
(the “Buyer” or “Trio Canada”), and Capital Land Services Ltd., a corporation incorporated under the Province
of Alberta (the “Seller”), pursuant to which, subject to the terms and conditions set forth in the APA, the Buyer agreed
to acquire certain assets and the assignment of certain leases and rights of Seller relating to Seller’s oil and gas business,
including contracts, permits mineral leases and registrations for working interests in petroleum and natural gas and mineral rights located
in the County of Vermilion of River (formerly known as the Municipal District of Wellington No. 481) (collectively, the “Assets”),
free and clear of any liens other than certain Permitted Encumbrances (as such term is defined in the APA) for a total purchase price
of (i) CD$150,000 in cash and (ii) the issuance to the Seller of restricted shares (the “Shares”) of common stock, par value
US$0.0001 per share (the “Common Stock”), of the Company, having an aggregate value of CD$150,000 (the “Purchase Price”).
The
APA provides for the Transaction to be closed on the later of (i) September 5, 2025 or (ii) three (3) business days following the date
that the Buyer has provided written notice to Seller that the Revitalize/PWC Transaction (as such term is defined in the APA) has closed
(the “Closing”). For context, the Assets are comprised solely of mineral leasehold interests, while the wellbores and surface
rights relating to the Assets, including the associated regulatory permits, are in the name of Revitalize Energy Inc. by and through
PRICEWATERHOUSECOOPERS INC., LIT, who has been appointed as the receiver and manager of the assets, property and undertaking of Revitalize
Energy Inc. The closing of the Revitalize/PWC Transaction is subject to successfully obtaining a Sale Approval and Vesting Order from
the Court of King’s Bench of Alberta (the “SAVO”). The closing of the Revitalize/PWC Transaction is to occur following
fulfillment of certain conditions, including obtaining the SAVO, with the APA Closing to occur subsequent to the Revitalize/PWC Transaction
closing.
The
APA further provides that during the period from the date of execution of the APA, until the Closing, the Seller is required to use its
commercially reasonable efforts to have the Potentially Adverse Instruments (as such term in defined in the APA) discharged, lapsed or
otherwise extinguished from the applicable Certificate of Title. In the event that all of the Potentially Adverse Instruments are not
discharged, lapsed or otherwise extinguished prior to the Closing, and the Buyer waives such condition and still consummates the Closing,
the Seller has agreed, after the Closing, to continue to take such actions as reasonably requested by the Buyer to assist in the discharge,
lapse or otherwise extinguishing the remaining Potentially Adverse Instruments. Seller has also agreed to take certain actions with respect
to the surrender, release or discharge of certain other items, as provided in the APA.
Seller
has agreed to pay all income, capital gains, use transfer, stamp, registration, documentary, excise, real property transfer or gains
or similar taxes. Buyer has agreed to pay all sales and value added or similar taxes.
The
obligations of the parties to close are conditioned on satisfaction of applicable governmental regulations and receipt of all applicable
governmental approvals.
The
APA contains customary representations, warranties, covenants and indemnifications by the parties for a transaction involving the acquisition
of assets in oil and gas business. The APA contains certain termination rights for the Company, the Buyer and Seller, and also provides
tor rights of specific performance under certain circumstances.
The
foregoing summary of the APA is not complete and is qualified in its entirety by reference to the full text of the APA, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The representations, warranties and covenants set forth in
the APA have been made only for purposes of the APA and solely for the benefit of the parties thereto, and may be subject to limitations
agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual
risk between the parties to the APA instead of establishing these matters as facts. In addition, information regarding the subject matter
of the representations and warranties made in the APA may change after the date of the APA. Accordingly, the APA is included with this
Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other
factual information regarding the Company, its subsidiary, the Assets or Liabilities, or the Company’s or its subsidiary’
respective businesses as of the date of the APA or as of any other date.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Asset Acquisition Agreement dated as of August 20, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within Inline XBRL document). |
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:
October 27, 2025 |
By: |
/s/
Robin Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
