UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended July 31, 2025

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to ________.

 

Commission file number: 001-41643

 

TRIO PETROLEUM CORP

(Exact name of Registrant as specified in its charter)

 

Delaware		87-1968201
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

23823 Malibu Road, Suite 304
Malibu, CA		90265
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (661) 324-3911

 

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 LLC

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer	☐		Accelerated Filer	☐
Non-Accelerated Filer	☒		Smaller Reporting Company	☒
			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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

 

As of September 10, 2025, there were 8,440,849 shares of the registrant’s common stock outstanding.

 

 

 

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

 

 

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		$	584,365			$	285,945
Prepaid expenses			196,400				279,274
Accounts receivable			95,785				-
Total current assets			876,550				565,219
Oil and gas properties - not subject to amortization			12,155,186				11,119,119
Total assets		$	13,031,736			$	11,684,338
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities			1,404,989				1,036,291
Asset retirement obligations - current			2,778				2,778
Convertible note, net of discounts			865				-
Due to operators			29,740				103,146
Promissory notes, net of discounts			-				742,852
Payable - related party			-				115,666
Note payable - related party			-				135,000
Deferred consideration payable			-				-
Other current liabilities			117,907				454,966
Total current liabilities			1,556,279				2,590,699
Long-term liabilities:
Asset retirement obligations, net of current portion			53,175				51,091
Total non-current liabilities			53,175				51,091
Total liabilities			1,609,454				2,641,790
Commitments and Contingencies (Note 7)			-				-
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding at July 31, 2025 and October 31, 2024, respectively			-				-
Common stock, $0.0001 par value; 150,000,000 shares authorized; 8,399,839 and 3,203,068 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively			840				320
Stock subscription receivable			(10,010	)			(10,010	)
Additional paid-in capital			36,040,611				29,125,917
Accumulated other comprehensive income			30,520				-
Accumulated deficit			(24,639,679	)			(20,073,679	)
Total stockholders’ equity			11,422,282				9,042,548
Total liabilities and stockholders’ equity		$	13,031,736			$	11,684,338

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

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		$	192,395			$	63,052			$	226,485			$	135,975
Cost of goods sold			98,489				-				107,751				-
Gross profit			93,906				63,052				118,734				135,975
Operating expenses:
Exploration expense			(266	)			8,054				35,616				132,871
General and administrative expense			671,741				1,326,171				2,138,768				3,759,546
Stock-based compensation expense			96,762				238,322				702,728				1,150,852
Accretion expense			695				695				2,084				2,084
Total operating expenses			768,932				1,573,242				2,879,196				5,045,353
Loss from operations			(675,026	)			(1,510,190	)			(2,760,462	)			(4,909,378	)
Other expenses:
Interest expense			147,552				668,381				496,072				1,810,370
Settlement fees			-				-				-				10,500
Loss on abandonment of oil and gas properties			37,344				-				611,763				-
Loss on extinguishment of debt			-				-				90,200				-
Loss on conversion			535,620				-				616,322				1,196,306
Loss on foreign currency translation			(8,819	)			-				(8,819	)			-
Total other expenses			711,697				668,381				1,805,538				3,017,176
Loss before income taxes			(1,386,723	)			(2,178,571	)			(4,566,000	)			(7,926,554	)
Provision for income taxes			-				-				-				-
Net loss		$	(1,386,723	)		$	(2,178,571	)		$	(4,566,000	)		$	(7,926,554	)
Basic and Diluted Net Loss per Common Share
Basic		$	(0.17	)		$	(0.87	)		$	(0.69	)		$	(3.84	)
Diluted		$	(0.17	)		$	(0.87	)		$	(0.69	)		$	(3.84	)
Weighted Average Number of Common Shares Outstanding
Basic			7,973,211				2,516,417				6,665,066				2,061,701
Diluted			7,973,211				2,516,417				6,665,066				2,061,701
Comprehensive loss:
Net loss			(1,386,723	)			(2,178,571	)			(4,566,000	)			(7,926,554	)
Foreign currency translation adjustment			(4,326	)			-				30,520				-
Comprehensive loss		$	(1,391,049	)		$	(2,178,571	)		$	(4,535,480	)		$	(7,926,554	)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

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			1,552,328			$	155			$	(10,010	)		$	20,200,121			$	-			$	(10,446,882	)		$	9,743,384
Issuance of common shares in lieu of cash payments on convertible note			55,179				6				-				344,676				-				-				344,682
Issuance of common shares to consultants			10,000				1				-				95,199				-				-				95,200
Issuance of equity warrants in connection with convertible note			-				-				-				151,490				-				-				151,490
Stock-based compensation			-				-				-				407,618				-				-				407,618
Net loss			-				-				-				-				-				(1,702,048	)			(1,702,048	)
Balance at January 31, 2024			1,617,507			$	162			$	(10,010	)		$	21,199,104			$	-			$	(12,148,930	)		$	9,040,326
Issuance of common shares in lieu of cash payments on convertible note			761,502				76				-				2,978,829				-				-				2,978,905
Issuance of commitment shares in connection with the April 2024 Financings			75,000				8				-				667,492				-				-				667,500
Issuance of common shares to consultants			85,000				9				-				599,291				-				-				599,300
Adjustment to common stock for warrants related to the Resale S-1/A			(22,590	)			(3	)			-				3				-				-				-
Stock-based compensation			-				-				-				504,912				-				-				504,912
Net loss			-				-				-				-				-				(4,045,935	)			(4,045,935	)
Balance at April 30, 2024			2,516,419			$	252			$	(10,010	)		$	25,949,631			$	-			$	(16,194,865	)		$	9,745,008
Issuance of equity warrants in connection with convertible note			-				-				-				257,701				-				-				257,701
Stock-based compensation			-				-				-				238,322				-				-				238,322
Net loss			-				-				-				-				-				(2,178,571				(2,178,571	)
Balance at July 31, 2024			2,516,419			$	252			$	(10,010	)		$	26,445,654			$	-			$	(18,373,436	)		$	8,062,460
Balance at October 31, 2024			3,203,068			$	320			$	(10,010	)		$	29,125,917			$	-			$	(20,073,679	)		$	9,042,548
Issuance of common shares to executives and board members			210,000				21				-				(21	)			-				-				-
Issuance of common shares in connection with ATM agreement, net			2,951,169				295				-				3,475,353				-				-				3,475,648
Issuance of common shares in lieu of cash payments on promissory notes			340,419				34				-				299,535				-				-				299,569
Issuance of beneficial ownership round-up shares for participants			21,046				2				-				(2	)			-				-				-
Stock-based compensation			-				-				-				490,314				-				-				490,314
Net loss			-				-				-				-				-				(1,615,525	)			(1,615,525	)
Balance at January 31, 2025			6,725,702			$	672			$	(10,010	)		$	33,391,096			$	-			$	(21,689,204	)		$	11,692,554
Issuance of common shares in connection with asset acquisition			526,536				53				-				747,628				-				-				747,681
Issuance of common shares in connection with Note Exchange Agreement			230,992				23				-				392,665				-				-				392,688
Issuance of common shares to a consultant			20,000				2				-				27,998				-				-				28,000
Reduction in shares due to option forfeitures			(4,375	)			-				-				-				-				-				-
Stock-based compensation			-				-				-				115,652				-				-				115,652
Net loss			-				-				-				-				-				(1,563,752	)			(1,563,752	)
Other comprehensive income			-				-				-				-				34,846				-				34,846
Balance at April 30, 2025			7,498,855			$	750			$	(10,010	)		$	34,675,039			$	34,846			$	(23,252,956	)		$	11,447,669
Balance			7,498,855			$	750			$	(10,010	)		$	34,675,039			$	34,846			$	(23,252,956	)		$	11,447,669
Issuance of common shares in lieu of cash payments on promissory notes			900,984				90				-				1,268,810				-				-				1,268,900
Stock-based compensation			-				-				-				96,762				-				-				96,762
Net loss			-				-				-				-				-				(1,386,723	)			(1,386,723	)
Other comprehensive loss			-				-				-				-				(4,326	)			-				(4,326	)
Other comprehensive income (loss)			-				-				-				-				(4,326	)			-				(4,326	)
Balance at July 31, 2025			8,399,839			$	840			$	(10,010	)		$	36,040,611			$	30,520			$	(24,639,679	)		$	11,422,282
Balance			8,399,839			$	840			$	(10,010	)		$	36,040,611			$	30,520			$	(24,639,679	)		$	11,422,282

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

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		$	(4,566,000	)		$	(7,926,554	)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Issuance of common shares for services			28,000				694,500
Conversion of convertible note payments into common shares			-				3,323,587
Accretion expense			2,084				2,084
Amortization of debt discounts			489,792				1,803,758
Payable to related party			-				129,589
Stock-based compensation			702,728				1,150,852
Debt discounts - convertible note			-				(250,876	)
Loss on issuance of common shares in lieu of cash principal payments on debt			616,322				-
Loss on abandonment of oil and gas properties			611,763
Loss on debt extinguishment			90,200				-
Changes in operating assets and liabilities:
Accounts receivable			(95,785	)			-
Prepaid expenses and other receivables			75,874				(191,186	)
Accounts payable and accrued liabilities			366,185				826,161
Other liabilities			(337,059	)			556,727
Net cash (used in)/provided by operating activities			(2,015,896	)			118,642
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for unproved oil and gas properties			(893,149	)			(1,135,543	)
Due to operators			(73,406	)			(3,018	)
Net cash used in investing activities			(966,555	)			(1,138,561	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares in connection with ATM agreement			3,475,648				-
Payment of convertible note payable			-				(2,550,000	)
Proceeds from promissory notes			-				1,836,880
Proceeds from note payable - related party			-				125,000
Payment for debt issuance costs			(43,330	)			(210,778	)
Payment of related party debt			(199,332	)			-
Proceeds from issuance of convertible debt			606,000				550,000
Payment of promissory notes			(588,635	)			-
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	)
Cash - Beginning of period			285,945				1,561,924
Cash - End of period		$	584,365			$	293,107
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		$	21			$	134,550
Issuance of warrants		$	-			$	409,191
Issuance of commitment shares		$	-			$	667,500

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

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 82.75% working interest (which was subsequently increased to an approximate 85.775% working interest in April 2023), 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. In September 2021, the Company entered into a Purchase and Sale Agreement (“Trio LLC PSA”) with Trio LLC to acquire the purchased percentage of the South Salinas Project’s leases, wells and inventory in exchange for $300,000 cash, a non-interest-bearing note payable of $3,700,000 and 245,000 shares of the Company’s $0.0001 par value common stock (which constituted 45% of the total number of issued shares of the Company at that time). The Company accounted for the purchase as an asset acquisition, as prescribed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 – Business Combinations. The assets and associated asset retirement obligations (“ARO”) were recorded based on relative fair value at the estimated fair value of the consideration paid. The Company holds an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the South Salinas Project, while Trio LLC holds an approximate 3.8% working interest in the South Salinas Project; the Company and Trio LLC are separate and distinct companies.

 

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 9,300 acres of the property. Since it was returned to production in March 2024, the HV-3A well or discovery well at the South Salinas Project has been producing oil with a generally favorable oil-water ratio but is currently idled pending an assessment of the viability of increasing the well’s gross production rate.

 

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.

 

 

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 (0.7218 and 0.7177 CAD to 1 US dollar, each as of July 31, 2025 and October 31, 2024, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7276 and 0.7302 CAD to 1 US dollar for each of the three months ended July 31, 2025 and 2024, respectively, and 0.7118 and 0.7358 CAD to 1 US dollar each for the nine months ended July 31, 2025 and 2024, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income.

 

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 $(4,326) and $30,520, respectively, related to foreign currency translation adjustments. No such amounts were recorded for the three and nine months ended July 31, 2024.

 

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 $8,819, with no such gains or losses recognized during the comparable periods in 2024. These amounts are classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

 

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 no cash equivalents as of July 31, 2025 and October 31, 2024.

 

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 $15,535 CAD was made on May 1, 2025 and recorded as a Prepaid Lease Expense. The lease term is 12 months, and the expense is recognized ratably over the lease period. As of July 31, 2025, $3,884 CAD has been recognized in Operating Expenses, with the remaining $11,651.26 CAD classified as a current asset.

 

As of July 31, 2025 and October 31, 2024, the balances of the prepaids account were $196,400 and $279,274, respectively.

 

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 $43,330 and $259,903 in debt issuance costs, respectively.

 

 

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.

 

 

Components of the changes in ARO are shown below:

 SCHEDULE OF COMPONENTS OF CHANGES IN ARO

ARO, ending balance – October 31, 2024		$	53,869
Accretion expense			2,084
ARO, ending balance – July 31, 2025			55,953
Less: ARO – current			2,778
ARO, net of current portion – July 31, 2025		$	53,175

 

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 82.75% working interest (which was subsequently increased to an 85.775% working interest as of April 2023) in the SSP from Trio LLC in exchange for cash, a note payable to Trio LLC and the issuance of 245,000 shares of common stock. As of the date of the acquisition, Trio LLC owned 45% of the outstanding shares of the Company and was considered a related party. As of July 31, 2025 and October 31, 2024, Trio LLC owned less than 1% and 1%, respectively, of the outstanding shares of the Company.

 

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.

 

 

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 Ended July 31, 2025				Nine Months Ended July 31, 2024
Warrants			17,098	(1)			19,228	(1)
Total potentially dilutive securities			17,098				19,228

 

(1)	Balance consists of potentially dilutive shares based on 171,994 and 191,994 outstanding, equity classified warrants, respectively.

 

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.

 

 

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

 

As of July 31, 2025, the Company had $584,365 in its operating bank account and a working capital deficit of $679,729. The Company has incurred significant losses since inception and, as of July 31, 2025, had an accumulated deficit of $24,639,679.

 

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 $2,371,500 in October and December 2023
	●	An unsecured promissory note of $125,000 from the Company’s 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

 

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 Ended July 31, 2024				Nine Months Ended July 31, 2025				Nine Months Ended July 31, 2024
Oil sales		$	192,395			$	63,052			$	226,485			$	135,975
Total revenue from customers		$	192,395			$	63,052			$	226,485			$	135,975

 

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of July 31, 2025.

 

 

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, 100% of total revenue comes from customers located in these regions. Changes in state and provincial regulations, market conditions, or environmental policies could significantly impact the Company’s financial performance. Additionally, fluctuations in commodity pricing and regional demand trends within California and Saskatchewan may affect future revenues.

 

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		$	12,155,186			$	11,119,119
Accumulated impairment			—				—
Oil and gas properties – not subject to amortization, net		$	12,155,186			$	11,119,119

 

During the three and nine months ended July 31, 2025, the Company incurred aggregated exploration costs of $(266) and $35,616, respectively. The negative expense for the three-month period reflects the reversal of previously accrued exploration costs recorded in the prior quarter, related to properties that were subsequently abandoned during the current fiscal year. During the three and nine months ended July 31, 2024, the Company incurred aggregated exploration costs of $8,054 and $132,871, respectively. These expenses primarily consisted of exploratory, geological, and geophysical costs, and were expensed in the condensed consolidated statements of operations during the applicable periods.

 

For capitalized costs, the Company incurred approximately $1.0 million and approximately $1.1 million for the nine months ended July 31, 2025 and 2024, respectively; these expenses were related to drilling exploratory wells and acquisition costs, both of which were capitalized and are reflected in the balance of the oil and gas property as of July 31, 2025 and 2024, respectively.

 

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 – 8,417 acres; this lease was amended on May 27, 2022, to extend the then-active force majeure status for an uncontested twelve-month period, during which the Company was not required to demonstrate the existence of force majeure conditions. As consideration, the Company paid a one-time, non-refundable fee of $252,512, which was capitalized and included in the oil and gas property balance as of October 31, 2022. The extension period commenced on June 19, 2022. The force majeure status has since been extinguished by the drilling of the HV-1 well. The lease remains valid due to ongoing operations and oil production at the HV-3A well.
	●	Lease 2 – 160 acres; this lease is held by delay rental and is renewed every three years. Until drilling commences, the Company is required to make annual delay rental payments of $30 per acre. The Company is in compliance and has prepaid the rental for the period October 2024 through October 2025.

 

During February and March 2023, the Company entered into additional leases with two groups of lessors:

 

	●	Group 1 – 360 acres; these leases have a 20-year term and require annual rental payments of $25 per acre.
	●	Group 2 – 307.75 acres; these leases also have a 20-year term, with annual rental payments of $30 per acre.

 

 

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 $111,149 and is reflected in the Company’s statement of operations for the year-to-date period.

 

McCool Ranch Oil Field

 

In October 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for the purchase of a 21.918315% working interest in the McCool Ranch Oil Field, located in Monterey County near the Company’s flagship South Salinas Project. The Company initially recorded a payment of $100,000 upon execution of the agreement, at which time Trio LLC began refurbishment operations on the San Ardo WD-1 water disposal well to assess its ability to serve the produced water needs for the assets.

 

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 $500,614 have been written off and expensed in the statement of operations for the period ended July 31, 2025.

 

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 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches by the Company, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to the Company.

 

On December 29, 2023, the Company entered into an amendment to the ARLO Agreement, whereby the Company funded $200,000 of the $500,000 payable by the Company to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases. As of July 31, 2025, the Company has paid a total of $225,000 to HSO in costs related to infrastructure and has obtained a 2.25% interest in the leases; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of July 31, 2025.

 

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 $1,775,000 to exercise an option for the remaining 17.75% working interest in the initial 960 acres of the Asphalt Ridge Leases. The option expired after the reporting period on May 10, 2025 due to the Company’s failure to exercise it before the expiration date. As a result, the Company forfeited any further right to acquire the additional 17.75% working interest but will retain its existing 2.25% interest in the leases.

 

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$650,000 in cash, including a previously paid deposit of $65,000, and (ii) the issuance of 526,536 shares of the Company’s common stock.

 

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 $260,000 in cash (net of the deposit) and issued the 526,536 Novacor Shares.
	●	Second Closing – May 22, 2025: Title to the remaining Novacor Assets was transferred, and the Company paid $325,000 in cash.

 

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 $1,406,081, comprising:

 

	●	$333,400 in cash payments, including $8,400 in capitalizable Canadian Provincial Sales Tax (“PST”)
	●	$747,681 in equity consideration, based on a fair value of $1.42 per share
	●	$325,000 in deferred consideration paid at the Second Closing

 

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 2,000 acres at P.R. Spring, Uintah Basin, Utah. Under the LOI, the Company would issue 1,492,272 restricted shares and pay $850,000 at closing, subject to execution of definitive agreements. Upon signing the LOI, the Company made a non-refundable $150,000 Option Payment to HSO. 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.

 

 

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 3.8% working interest in the South Salinas Project and the Company holds an 85.775% working interest. The Company provides funds to Trio LLC to develop and operate the assets in the South Salinas Project; such funds are classified in the short-term asset/liability section of the balance sheet as Advance to Operators/Due to Operators, respectively. As of July 31, 2025 and October 31, 2024, the balance of the Due to Operators account is $29,740 and $103,146, respectively.

 

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 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project (see Note 5); the Assets were situated in what is known as the “Hangman Hollow Area” of the McCool Ranch Oil Field. The Company initially recorded a payment of $100,000 upon execution of the McCool Ranch Purchase Agreement, at which time Trio LLC began refurbishment operations with respect to the San Ardo WD-1 to determine if it was capable of reasonably serving the produced water needs for the assets. Following successful refurbishment, the Company committed to an additional $400,000 payment under the agreement.

 

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 $500,614 have been written off and expensed in the statement of operations.

 

Restricted Stock Units (“RSUs”) issued to Directors

 

On June 19, 2024, the Company agreed to award 50,000 restricted stock units to a newly appointed director under the Plan; as there were only 22,750 shares remaining for issuance under the Plan at that time, 22,500 RSUs were awarded immediately with a fair value of $6.00 per share for a grant date value of $134,550, with the remainder issued in the following quarter at a fair value of $3.32 per share for a grant date value of $91,300. For the three and nine months ended July 31, 2025, the Company recognized stock-based compensation for these awards in the amount of $40,819 and $116,587, respectively, within stock-based compensation expenses on the income statement, with $78,613 of unrecognized expense as of the period ended July 31, 2025.

 

On October 21, 2024, the Company agreed to award 12,500 restricted stock units to a newly appointed director under the Plan; the RSUs vest at a rate of 100% upon the six-month anniversary of the commencement date and were recorded at a fair value of $3.13 per share for a grant date value of $39,125. Additionally, on October 21, 2024, the Company agreed to award an aggregate of 37,500 restricted stock units to current directors under the Plan; the RSUs vest at a rate of 100% upon the three-month anniversary of the commencement date and were recorded at a fair value of $3.13 per share for an aggregate grant date value of $117,375. For the three and nine months ended July 31, 2025, the Company recognized stock-based compensation for these awards in the amount of $0 and $141,592, respectively, within stock-based compensation expenses on the income statement, with $0 of unrecognized expense as of the period ended July 31, 2025.

 

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 35,000 restricted shares pursuant to the Plan. Per the terms of the employee agreements, subject to continued employment, the restricted shares vest as follows: 25% of the shares vested five months after the issuance date, after which the remainder vest in equal tranches every six months until fully vested. The shares were recorded on the date of issuance at a fair value of $43.00 per share for an aggregate fair value of $1,505,000; during the current fiscal year, four employee agreements were not renewed and 4,375 restricted shares were forfeited as a result. For the three and nine months ended July 31, 2025, the Company recognized stock-based compensation of $0 and $180,936, respectively, within stock-based compensation expenses on the income statement, with unrecognized expense of $0 as of the period ended July 31, 2025. For the three and nine months ended July 31, 2024, the Company recognized stock-based compensation of $189,845 and $563,343, respectively, within stock-based compensation expenses on the income statement, with unrecognized expense of $414,474 as of the period ended July 31, 2024.

 

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 $10,000 and an award of 50,000 RSUs pursuant to the Plan. The units were recorded at a fair value of $3.32 per share for a grant date value of $166,000 and for the three and nine months ended July 31, 2025, the Company recognized stock-based compensation for the award of $0 and $68,033, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended July 31, 2025.

 

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 $300,000. In addition, Mr. Ross is entitled to receive, subject to his continuing employment with the Company on the applicable date of the bonus payout, an annual target discretionary bonus of up to 100% of his annual base salary, payable at the discretion of the Compensation Committee of the Board based upon the Company’s and Mr. Ross’ achievement of objectives and milestones to be determined on an annual basis by the Board. Pursuant to the Ross Employment Agreement, the Company awarded Mr. Ross 100,000 RSUs pursuant to the Plan; the RSUs were recorded at a fair value of $3.32 per share for a grant date value of $332,000 and for the three and nine months ended July 31, 2025, the Company recognized stock-based compensation for the award in the amount of $55,941 and $166,000, respectively, within stock-based compensation expenses on the income statement, with $144,110 of unrecognized expense as of the period ended July 31, 2025.

 

On October 21, 2024, the Company agreed to award 10,000 restricted stock units to Greg Overholtzer, the Company’s Chief Financial Officer, under the 2022 Plan; the RSUs vest at a rate of 100% upon the six-month anniversary of the commencement date and were recorded at a fair value of $3.13 per share for a grant date value of $31,300. For the three and nine months ended July 31, 2025, the Company recognized stock-based compensation for the award in the amount of $0 and $29,580, respectively, within stock-based compensation expenses on the income statement, with $0 of unrecognized expense as of the period ended July 31, 2025.

 

 

Note Payable – Related Party

 

On March 26, 2024, the Company borrowed $125,000 from its former Chief Executive Officer, Michael L. Peterson, in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000. The Note is payable on or before September 26, 2024 (the “Peterson Note Maturity Date”), upon which date the principal balance and interest accruable at a rate of 10% per annum is due and payable to Mr. Peterson by the Company. The Company may prepay the Peterson Note at any time prior to the Peterson Note Maturity Date, in whole or in part, without premium or penalty. The Company is also required to prepay the Peterson Note, in full, prior to the Peterson Note Maturity Date from the proceeds of any equity or debt financing received by the Company of at least $1,000,000. As additional consideration for the Peterson Loan, the Company accelerated the vesting of 50,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”). The Peterson Note also provides for acceleration of payment of the outstanding principal balance and all accrued and unpaid interest in the case of an Event of Default (as such term is defined in the Peterson Note), where there is either a payment default or a bankruptcy event.

 

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 $5,000 extension fee (per amendment) to the principal of the note. On November 25, 2024, the Company paid off the Peterson Note in the amount of $143,516, with $135,000 in satisfaction of the principal amount owed and $8,516 towards accrued interest.

 

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 $12,500; the initial term of the agreement is for one year and will be automatically renewed unless either party provides a 30-day notice prior to the expiration of the agreement.

 

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 $1,131,000 (the “Loan Amount”); in return, Trio Canada issued to the Company a three-year promissory note with a maturity date of April 4, 2028 in the principal amount of $1,131,000 (the “Subsidiary Note”). The outstanding principal amount of the Subsidiary Note accrues interest at a rate of 12% per annum.

 

Under the terms of the Loan Agreement, $585,000 of the Loan Amount is required to be used to pay the remaining cash amount payable to Novacor in connection with the Novacor Acquisition; the remainder of the Loan Amount is to be used for ongoing operating costs of Trio Canada. As of July 31, 2025, $700,665 has been used for consideration in the Novacor acquisition, and the remaining, unused portion of the subsidiary loan is $430,335.

 

 

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 (8,417 acres): Amended on May 27, 2022 to extend force majeure status for an additional uncontested twelve months, releasing the Company 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): Held by delay rental, renewed every three years. The Company is 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 the Company remains in compliance.

 

In February and March 2023, the Company 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, 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 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, 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.

 

 

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 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, the Company amended the ARLO Agreement and funded $200,000 of the initial $500,000 tranche in advance of HSO satisfying the required conditions. In exchange, the Company acquired a 2% interest in the leases. These funds were designated for infrastructure development, including road construction. As of July 31, 2025, the Company had paid a total of $225,000 to HSO and holds 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, the Company 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 the Company forfeited its right to acquire the additional interest. The Company retains its existing 2.25% interest.

 

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 320 net acres and are all held by production.

 

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 $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, the Company recognized director compensation expense of $80,007 and $241,682, respectively. For the corresponding periods in 2024, the Company recognized $55,000 and $165,000, respectively.

 

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 $25,000 non-refundable advance upon execution of the agreement and completion of a bridge offering to be credited against the accountable expenses incurred by the Placement Agent upon successful completion of the Company’s IPO, a cash fee of 7.5%, warrants to purchase a number of common shares equal to 5% of the aggregate number of common shares placed in the IPO and reimbursement of other expenses. On April 20, 2023, pursuant to this agreement, the Company issued representative warrants to Spartan to purchase up to an aggregate of 5,000 shares of common stock; such warrants have a 5five-year term with an exercise price of $66.00 and can be exercised any time after the IPO date.

 

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 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.

 

 

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			-				742,852
Payable – related party			-				115,666
Convertible note, net of discounts			865				-
Note Payable, related party			-				135,000
Total Notes payable		$	865			$	993,518

 

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 $184,500 and received net proceeds of $164,500, after payment of offering expenses (the “March 2024 Debt Financing”). The SPA contains certain representations and warranties by the March 2024 Investor and the Company and customary closing conditions.

 

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 $211,500, having an original issue discount of $27,000 or approximately 13% (the “March 2024 Investor Note”). Interest accrues on the March 2024 Investor Note at a rate of 12% per annum and the maturity date of the March 2024 Investor Note is January 30, 2025 (the “March 2024 Investor Note Maturity Date”). The March 2024 Investor Note provides for five payments of principal and accrued interest which are payable: (i) $118,440 on September 30, 2024; (ii) $29,610 on October 30, 2024; (iii) $29,610 on November 30, 2024; (iv) $29,610 on December 30, 2024; and (v) $29,610 on January 30, 2025. The Company may prepay the March 2024 Investor Note, in full and not in part, any time during the 180 day period after the issuance date of the Investor Note at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through the term of the March 2024 Investor Note, in the amount of $25,380. The Investor Note contains provisions constituting an Event of Default (as such term is defined in the March 2024 Investor Note) and, upon an Event of Default, the March 2024 Investor Note will be accelerated and become due and payable in an amount equal to 150% of all amounts due and payable under the March 2024 Investor Note with interest at a default rate of 22% per annum. In addition, upon an Event of Default, the March 2024 Investor has the right to convert all or any outstanding amount of the March Investor Note into shares of the Company’s common stock at a conversion price equal to the greater of (i) 75% of the Market Price (as such term is defined in the March 2024 Investor Note) or (ii) the conversion floor price, which is $1.42340 (the “Floor Price”); provided, however, that the Floor Price shall not apply after October 5, 2024, and thereafter, the conversion price will be 75% of the Market Price. Issuance of shares of common stock to the March 2024 Investor is subject to certain beneficial ownership limitations and not more than 19.99% of the shares of common stock outstanding on March 29, 2024 may be issued upon conversion of the March 2024 Investor Note. The conversion price is also subject to certain adjustments or other terms in the event of (i) mergers, consolidations or recapitalization events or (ii) certain distributions made to holders of shares of common stock.

 

On September 30, 2024, October 30, 2024 and November 30, 2024, the Company made cash payments in the amounts of $118,440, $29,610 and $88,830, respectively, in full satisfaction of the principal balance of the note. As of July 31, 2025, the balance of the promissory note was zero, with total non-cash interest expense related to discounts recognized in the amounts of zero and $21,315 for the three and nine months ended July 31, 2025, respectively, and total non-cash interest expense related to discounts recognized in the amounts of $21,550 and $29,514 for the three and nine months ended July 31, 2024, respectively, with $72,380 in noncash interest expense related to discounts recognized over the life of the note.

 

Note Payable – Related Party

 

On March 26, 2024, the Company borrowed $125,000 from its former Chief Executive Officer, Michael L. Peterson, in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000. The Note is payable on or before September 26, 2024, upon which date the principal balance and interest accruable at a rate of 10% per annum is due and payable to Mr. Peterson by the Company. The Company may prepay the Peterson Note at any time prior to the Peterson Note Maturity Date, in whole or in part, without premium or penalty. The Company is also required to prepay the Peterson Note, in full, prior to the Peterson Note Maturity Date from the proceeds of any equity or debt financing received by the Company of at least $1,000,000. As additional consideration for the Peterson Loan, the Company accelerated the vesting of 50,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Plan. The Peterson Note also provides for acceleration of payment of the outstanding principal balance and all accrued and unpaid interest in the case of an Event of Default (as such term is defined in the Peterson Note), where there is either a payment default or a bankruptcy event.

 

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 $5,000 extension fee (per amendment) to the principal of the note. On November 25, 2024, the Company paid off the Peterson Note in the amount of $143,516, with $135,000 in satisfaction of the principal amount owed and $8,516 towards accrued interest.

 

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 $360,000 to the Company (net of a 10% original issuance discount as described below) in the form of the June 2024 Notes (as defined below) for aggregate gross proceeds in the amount of $720,000 (the “June 2024 Financing”) and net proceeds to the Company, after offering expenses, of $676,200. In consideration of the June 2024 Investors’ funding under the June 2024 SPA, on June 27, 2024, the Company issued and sold to each June 2024 Investor: (A) a Senior Secured 10% Original Issue Discount Convertible Promissory Note in the aggregate principal amount of $400,000 (the “June 2024 Notes”) and (B) a warrant to purchase 37,231 shares (the “June 2024 Warrant Shares”) of the company’s Common Stock, at an initial exercise price of $7.90500 per share of Common Stock, subject to certain adjustments (the “June 2024 Warrants”). The June 2024 Warrants (which are for the purchase of an aggregate 74,461 common shares) were recorded as equity warrants with an aggregate relative fair value of $257,701; the factors used to determine fair value were a share price of $6.00, an exercise price of $7.90500, an expected term of 5 years, annualized volatility of 132.52%, a dividend rate of zero percent and a discount rate of 4.29%.

 

 

The June 2024 Notes are initially convertible into shares of Common Stock (the “June 2024 Conversion Shares”) at a conversion price of $7.90500 per share, subject to certain adjustments (the “June 2024 Notes Conversion Price”), provided that the June 2024 Conversion Price shall not be reduced below $2.40 (the “June 2024 Floor Price”), and provided further that, subject to the applicable rules of the NYSE American, the Company may lower the June 2024 Floor Price at any time upon written notice to the June 2024 Investors. The June 2024 Notes do not bear any interest, except in the case of an Event of Default (as such term is defined in the June 2024 Notes), and the June 2024 Notes mature on June 27, 2025. Upon the occurrence of any Event of Default, interest shall accrue on the June 2024 Notes at a rate equal to 10% per annum or, if less, the highest amount permitted by law.

 

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 103% of the total principal amount under the June 2024 Notes multiplied by the quotient determined by dividing one by the number of months remaining until the maturity date of the June 2024 Notes, until the outstanding principal amount under the June 2024 Notes has been paid in full or, if earlier, upon acceleration, conversion or redemption of the June 2024 Notes in accordance with their terms. All monthly payments are payable by the Company in cash, provided that under certain circumstances, as provided in the June 2024 Notes, the Company may elect to pay in shares of Common Stock.

 

The Company may repay all or any portion of the outstanding principal amount of the June 2024 Notes, subject to a 5% pre-payment premium; provided that (i) the Equity Conditions (as such term is defined in the June 2024 Notes) are then met, (ii) the closing price of the Common Stock on the trading day prior to the date that a prepayment notice is provided by the Company is not below the then June 2024 Conversion Price, and (iii) a resale registration statement registering June 2024 Conversion Shares and June Financing Warrant Shares has been declared effective by SEC. If the Company elects to prepay the June 2024 Notes, the June 2024 Investors have the right to convert all of the principal amount of the June 2024 Notes at the applicable June 2024 Conversion Price into June 2024 Conversion Shares.

 

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 $88,888, $50,000 and $88,888, respectively, which it converted into shares at 103% for conversion amounts of $91,556, $51,500 and $91,556, respectively. Conversion shares were issued numbering 30,520, 17,167 and 38,150, respectively, at fair values per share of $3.38, $3.66 and $2.58, respectively, for total amounts of $103,091, $62,830 and $98,422, respectively. Losses in the amounts of $14,203, $12,830 and $9,534, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts. An additional 2,317 shares were issued on October 11, 2024 at a fair value of $3.38 for a total amount of $7,838; the share issuance was made to satisfy a make-whole-share provision which the debtor is entitled to when the effective price of the shares becomes less than the floor price.

 

On December 2, 2024, December 20, 2024 and January 7, 2025, the Company made principal payments in the amounts of $88,888, $290,844 and $192,492, respectively, in full satisfaction of the principal balance of the notes; the first and third payments were made in cash, with losses resulting from make-whole payments per the terms of the agreement in the amounts of $2,668 and $69,310, respectively. The second payment was converted into shares at 103% for a conversion amount of $299,569, with shares issued numbering 340,419 at a fair value per share of $0.88, which resulted in a loss of $8,725. As of July 31, 2025, the balance of the June 2024 Notes was zero, with noncash interest expense related to discounts recognized in the amounts of zero and $249,805 for the three and nine months ended July 31, 2025, respectively, and $381,501 in noncash interest expense related to discounts recognized over the life of the notes.

 

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 $134,000 and received net proceeds of $110,625; in connection with the financing, the Company issued an unsecured promissory note to the investor in the principal amount of $152,000 and an original issue discount of $18,000 or approximately 11.8%. Interest accrues on the note at a rate of 12% per annum and the maturity date of the note is May 30, 2025. The note provides for five payments of principal and accrued interest which are payable: (i) $85,120 on January 30, 2025; (ii) $21,280 on February 28, 2025; (iii) $21,280 on March 30, 2025; (iv) $21,280 on April 30, 2025; and (v) $21,280 on May 30, 2025. Subject to certain restrictions, the Company may prepay the note, in full and not in part, any time during the 180 day period after the issuance date at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through the term of the note, in the amount of $18,240.

 

 

During fiscal year 2025, the Company made aggregate principal payments of $148,960 in cash; during the third quarter, the Company issued 23,644 shares of common stock to the investor in satisfaction of a principal payment obligation; the shares were issued at a conversion price of $0.90 per share, representing a total value of $28,846. The fair value of the shares on the issuance date exceeded the principal amount settled, resulting in a recognized loss of $7,566, which was recorded in the statement of operations. As of July 31, 2025, the balance of the note was $0, with noncash interest expense recognized in the amount of $5,992 and $41,652 for the three and nine months ended July 31, 2025, respectively.

 

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 $225,000 and received net proceeds of $199,250; in connection with the Financing, the Company issued an unsecured promissory note to the investor in the principal amount of $255,225, having an original issue discount of $30,225 or approximately 11.8%. Interest accrues on the note at a rate of 12% per annum and the maturity date of the note is May 30, 2025. The note provides for five payments of principal and accrued interest which are payable: (i) $142,926 on January 30, 2025; (ii) $35,731.50 on February 28, 2025; (iii) $35,731.50 on March 30, 2025; (iv) $35,731.50 on April 30, 2025; and (v) $35,731.50 on May 30, 2025. Subject to certain restrictions, the Company may prepay the note, in full and not in part, any time during the 180 day period after the issuance date at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through the term of the note, in the amount of $30,627.

 

Additionally, in conjunction with two prior investors and the April 2024 Debt Financing, the Company will make two payments of $25,000 to each of the prior investors from the net proceeds of this financing.

 

On January 28, 2025, the Company entered into a Note Exchange Agreement, whereby it and the investor agreed to exchange the outstanding balance of $285,852 for shares of the Company’s common stock. The exchange transaction was completed on February 10, 2025, pursuant to which the Company exchanged 230,992 shares of common stock, based on a price of $1.24 per share, which was the product of the lowest closing price of the Company’s stock during the ten trading days immediately prior to February 10, 2025, and 75%. The Company recorded the exchange as a debt extinguishment and recognized a loss on extinguishment of $141,534.

 

As of July 31, 2025, the balance of the August 6, 2024 Financing was $0, with noncash interest expense recognized for the amortization of debt discounts of $0 and $26,826 for the three and nine months ended July 31, 2025, respectively.

 

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 $321,176, having an original issue discount of $48,176, resulting in a funding amount of $273,000. After the payment of $10,000 to reimburse the Convertible Note Investor for its legal fees, we received net proceeds of $263,000.

 

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 $712,941, having an aggregate original issue discount of $106,941, including the original issue discount of the Note, and resulting in an aggregate funding amount, with the Note, of $606,000. We received additional net proceeds of $333,000 and paid a commission of $33,330 to Spartan Capital Securities, LLC (“Spartan”).

 

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 877,340 shares of common stock to the Convertible Note Investor in satisfaction of principal payment obligations under the Amended and Restated Note. The issuances occurred on June 11, 12, 13, 17, 18, and 23, at conversion prices ranging from $0.81 to $0.83 per share, for a total value of $1,240,054. The fair value of the shares issued exceeded the principal amounts settled, resulting in a total recognized loss of $528,054, which was recorded in the statement of operations.

 

As of July 31, 2025, the balance of the April 2025 Financing was $865, with noncash interest expense recognized for the amortization of debt discounts of $139,092 and $150,192 for the three and nine months ended July 31, 2025, respectively.

 

 

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 20,000 common shares at a fair value per share of $1.40 for a total value of $28,000.

 

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 $285,852 was exchanged for shares of the Company’s common stock. The transaction was completed on February 10, 2025, with the Company issuing 230,992 shares of common stock at a price of $1.24 per share (determined as 75% of the lowest closing price of the Company’s stock during the ten trading days immediately preceding February 10, 2025) and a fair value of $1.70 for a total fair value amount of $392,686. The Company accounted for the exchange as a debt extinguishment, recognizing a loss of $141,534.

 

On April 11, 2025, the Company issued 526,536 common shares at a fair value of $1.42 per share for a total value of $747,681 in connection with the first closing of an asset acquisition from Novacor.

 

On May 14, 2025, the Company issued 23,644 shares of common stock to an investor in satisfaction of a principal payment obligation, pursuant to a conversion agreement. The shares were issued at a conversion price of $0.90 per share, representing a total value of $28,846. The fair value of the shares on the issuance date exceeded the principal amount settled, resulting in a recognized loss of $7,566, which was recorded in the statement of operations.

 

Between June 11 and June 23, 2025, the Company issued an aggregate of 877,340 shares of common stock to an investor in satisfaction of principal payment obligations under a convertible debt agreement. The issuances occurred on June 11, 12, 13, 17, 18, and 23, at conversion prices ranging from $0.81 to $0.83 per share, for a total value of $1,240,054. The fair value of the shares issued exceeded the principal amounts settled, resulting in a total recognized loss of $528,054, which was recorded in the statement of operations.

 

During the period ended July 31, 2025, Company did not grant any RSUs; the stock-based compensation expense related to previously granted RSUs was $96,762, which was recognized in the condensed consolidated statements of operations.

 

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 160,000,000, consisting of 150,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. The certificate of amendment effectuating this change was filed with the Secretary of State of the State of Delaware on July 30, 2025, and became effective upon filing.

 

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 1,071,886 Series 1 Preferred shares (which are redeemable at CAD$1.00) at a value of US$754,000.

 

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			191,994			$	15.24				3.8			$	47,160
Expired			(20,000	)			30.00				-				-
Issued			103,658				9.18				4.8				-
Outstanding, July 31, 2025			171,994			$	13.52				3.5			$	19,000
Exercisable, July 31, 2025			171,994			$	13.52				3.5			$	19,000

 

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			88,336			$	22.35				7.3			$	-
Issued			103,658				9.18				4.8				-
Outstanding, July 31, 2024			191,994			$	15.24				4.0			$	98,800
Exercisable, July 31, 2024			191,994			$	15.24				4.0			$	98,800

 

 

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
$	0.20				20,000				2.7				20,000
$	66.00				5,000				2.7				5,000
$	24.00				43,336				3.2				43,336
$	26.40				4,167				3.2				4,167
$	10.00				22,279				3.4				22,279
$	11.00				2,750				3.4				2,750
$	7.91				74,462				3.9				74,462
					171,994				3.5				171,994

 

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 Price				Weighted Average Remaining Life in Years				Intrinsic Value
Outstanding, November 1, 2024			6,000			$	10.46				3.8			$	-
Issued			-				-				-				-
Outstanding, July 31, 2025			6,000			$	10.46				3.0			$	-
Exercisable, July 31, 2025			6,000			$	10.46				3.0			$	-

 

A summary of option activity during the nine months ended July 31, 2024 is presented below:

 

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Life in Years				Intrinsic Value
Outstanding, November 1, 2023			6,000			$	10.46				4.8			$	-
Issued			-				-				-				-
Outstanding, July 31, 2024			6,000			$	10.46				4.0			$	-
Exercisable, July 31, 2024			6,000			$	10.46				4.0			$	-

 

 

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
$	10.46				6,000				3.0				6,000
					6,000								6,000

 

On August 15, 2023, the Company issued five-year options to purchase 6,000 shares of the Company’s common stock to a consultant of the Company, pursuant to the 2022 Plan. The options have an exercise price of $10.46 per share and vest monthly over a period of 24 months, beginning on the vesting commencement date. The options have a grant date fair value of $55,711, which will be recognized over the vesting term.

 

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			4.36	%
Expected term (years)			5.0
Expected volatility			137.1	%
Expected dividends rate			0	%

 

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 $4,267 per month and a one-time issuance of 15,000 shares of common stock pursuant to the Company’s 2022 Plan.

 

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 $300,000 to $400,000, effective immediately. Mr. Ross was also granted a one-time award of 625,000 shares of common stock under the 2022 Plan. These changes were reflected in an amendment to his Executive Employment Agreement.

 

Additionally, the Compensation Committee authorized a cash bonus of $150,000 to Mr. Ross, payable at the Board’s discretion, pursuant to Section 4 of his existing employment agreement.

 

Equity Award to Chief Financial Officer (CFO) Gregory Overholtzer

 

On August 1, 2025, the Compensation Committee approved a one-time award of 62,500 shares of common stock to Gregory Overholtzer, the Company’s Chief Financial Officer, under the 2022 Plan. The terms of this award will be documented in a forthcoming agreement between the Company and Mr. Overholtzer.

 

Equity Awards to Board of Directors

 

On August 1, 2025, the Compensation Committee approved the award of an aggregate of 850,000 common shares to four non-employee board members.

 

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 $1,020,000, with a 15% original issue discount, resulting in net funding of $1,020,000. After deducting placement agent and legal fees, net proceeds totaled $928,600, which are to be used for working capital and general corporate purposes.

 

The notes are convertible into common stock at the lesser of $1.32 or 90% of the lowest VWAP over the five trading days prior to the date of a notice of conversion, subject to a floor price of $0.72 (adjustable down to $0.22 under certain conditions). The Company may require conversion if specific trading and registration conditions are met. Investors may not convert amounts that would exceed 4.99% (or 9.99%, if elected) ownership or the maximum conversion cap. The maximum number of shares issuable upon conversion of all notes is 1,679,127, representing 19.99% of the Company’s outstanding common stock as of the closing date.

 

 

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;

 

 

	●	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.

 

 

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.

 

 

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

 

 

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	)%

 

 

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.

 

 

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.

 

 

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	)

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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

 

 

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