UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2025
| Trio Petroleum Corp |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-41643 | 87-1968201 | ||
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
23823 Malibu Road, Suite 304
Malibu, CA 90265
(661) 324-3911
(Address and telephone number, including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | TPET | The NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets
As reported in a Current Report on Form 8-K filed by Trio Petroleum Corp, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on October 27, 2025 (the October 27th Form 8-K”), effective as of August 20, 2025, the “Company entered into an Asset Purchase Agreement (the “APA”) with Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of the Company (the “Buyer”), and Capital Land Services Ltd., a corporation incorporated under the Province of Alberta (the “Seller”), pursuant to which, subject to the terms and conditions set forth in the APA, the Buyer agreed to acquire certain assets and the assignment of certain leases and rights of Seller relating to Seller’s oil and gas business, including contracts, permits mineral leases and registrations for working interests in petroleum and natural gas and mineral rights located in the County of Vermilion of River (formerly known as the Municipal District of Wellington No. 481) (collectively, the “Assets”), free and clear of any liens other than certain Permitted Encumbrances (as such term is defined in the APA) for a total purchase price of (i) CD$150,000 in cash and (ii) the issuance to the Seller of restricted shares (the “Shares”) of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company, having an aggregate value of CD$150,000 (the “Purchase Price”). For more information on the terms and conditions of the APA, see the October 27th Form 8-K and a copy of the APA, which is attached as Exhibit 10.1 thereto.
On November 3, 2025, a closing of the transactions contemplated under the APA was completed (the “Closing”). At the Closing, the Buyer acquired the Assets from the Seller, with certain wells associated therewith being acquired by the Buyer out of a receivership. The Company/Buyer, as a result of certain regulatory matters and in order to reduce the amount of security deposits required to license the applicable oil and gas wells in Alberta from the Alberta Energy Regulator (“AER”), and because the AER requires a licensee to maintain a defined presence in Alberta, arranged to have all applicable licenses transferred to Novacor Exploration Ltd. (“Novacor”), an experienced operator who the Company/Buyer has an existing commercial relationship, having previously acquired certain assets from Novacor, and Novacor utilizes the Seller as its AER agent. In order to compensate the Seller for its services as AER agent, the Company/Buyer granted the Seller a 1% gross overriding royalty with respect to the mineral rights, for as long as the Seller continues to provide services as AER agent.
In connection with the acquisition of the Assets, the Buyer paid the Seller CD$150,000, in cash, and the Company issued to the Seller 104,227 restricted shares of its common stock, par value US$0.0001 per share.
Item 3.02. Unregistered Sale of Equity Securities
See the information on the sale of restricted shares of common stock of the Company in Item 2.01 above. The Company issued the shares of common stock to the Seller in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01 Regulation FD.
On November 4, 2025, the Company issued a press release describing the closing of the transactions contemplated under the APA. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 4, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trio Petroleum Corp | ||
| Date: November 4, 2025 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Trio Petroleum Corp. (TPET) Announces Strategic Acquisition of Cash Flow positive production in Alberta
Malibu, California, November 4, 2025 – Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California oil and gas company, today is pleased to announce that its wholly owned Canadian Subsidiary Trio Petroleum Canada, Corp. (the ‘Company’) has acquired a high-value mineral lease covering a quarter section located at NW 7-50-1W4 in Alberta, Canada. This strategic purchase strengthens the company’s production base and underscores its ongoing commitment to expanding shareholder value through high-quality, cash-flow positive resource acquisitions. The acquired quarter section includes four fully equipped producing wells, the Company believes will produce 60 to 70* barrels of oil per day. These wells are supported by modern surface facilities and infrastructure, enabling efficient operations and immediate revenue generation. As part of the transaction, the Company has acquired two fully equipped wellbores — 100/11-7-50-1W4 and 103/12-7-50-1W4 — which will commence production immediately upon completion of license transfers. The remaining two wells, 100/14-7-50-1W4 and 100/13-7-50-1W4, are being held by the Orphan Well Association (OWA) pending a license transfer request to the Alberta Energy Regulator (AER) from the Company when ready to be integrated into its Alberta operations in the coming weeks. Beyond current production, the mineral lease presents multiple re-entry opportunities into existing wellbores, providing a cost-effective pathway to enhance recovery. Additionally, the property hosts several high-potential drilling locations, offering significant long-term development upside and reserve growth.
*recent internal report by Andrew Smith, P.Geol APEGA
Key Highlights of the NW 7-50-1W4 Acquisition
| ● | Location: Alberta, Canada |
| ● | Mineral Rights: Quarter Section (160 acres) |
| ● | Current Production: 60–70 barrels per day from 4 fully equipped wells |
| ● | Immediate Activity: Two producing wells (100/11-7-50-1W4 and 103/12-7-50-1W4) to begin production upon license transfer |
| ● | Future Integration: Remaining wells (100/14-7-50-1W4 and 100/13-7-50-1W4) held in the OWA pending license transfer request |
| ● | Upside Potential: Multiple re-entry and new drilling opportunities |
| ● | Infrastructure: Surface facilities in place, minimizing capital requirements |
| ● | Strategic Fit: Enhances the Company’s portfolio of sustainable, cash-flow positive energy assets |
“This acquisition marks another important milestone as it is the beginning of our expansion plans into Alberta, now that the Company has the ability to operate in the province,” said Robin Ross CEO of Trio Petroleum Corp. “The Company has spent this past summer identifying new opportunities in the Canadian oilpatch which generate immediate cash flow. To date we have identified over 1000 barrels of daily production amongst independents which the Company believes is an obtainable target production for 2026. The NW 7-50-1W4 lease provides both near-term production and exceptional long-term growth potential, fully aligned with our strategy to acquire and develop high-quality producing assets that deliver sustainable returns for our shareholders. With our recent approval by the AER to acquire and hold energy licenses in Alberta, we now intend to grow our business as aggressively as possible. Trio remains focused on disciplined growth, leveraging its technical expertise and strong operational capabilities to pursue opportunities that maximize shareholder value.”
Terms of the Acquisition
The stated purchase price of the mineral lease was $150,000 CDN in cash and $150,000 CDN paid in restricted shares of common stock of Trio, subject to Rule 144. An additional $10,000 was paid to the Receiver.
About Trio Petroleum Corp
Trio Petroleum Corp is an oil and gas exploration and development company in California, Saskatchewan, Alberta and Utah.
Cautionary Statement Regarding Forward-Looking Statements
All statements in this press release of Trio Petroleum Corp (“Trio”) and its representatives and partners that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words “estimates,” “believes,” “hopes,” “expects,” “intends,” “on-track”, “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Acts and are subject to the safe harbor created by the Acts. Any statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Trio’s control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Risk Factors sections of the Trio reports filed with the Securities and Exchange Commission (SEC). Copies of such documents are available on the SEC’s website, www.sec.gov. Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Investor Relations Contact:
Redwood Empire Financial Communications
Michael Bayes
(404) 809 4172
michael@redwoodefc.com