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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 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 | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement.
On October 16, 2023, Trio Petroleum Corp., a Delaware corporation (the “Company”), and Trio Petroleum LLC, a California limited liability company (“Trio LLC”) entered into that certain Agreement for Purchase of an Undivided Interest in the McCool Ranch Oil Field, dated as of October 16, 2023, which was amended by First Amendment to Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field, dated as of November 21, 2023 (the “McCool Agreement”) and also executed a letter dated January 4, 2024 (the “McCool Letter”), with respect to the McCool Agreement, pursuant to which Trio LLC agreed to sell to the Company and the Company agreed to purchase from Trio LLC certain assets in the McCool Ranch Oil Field.
On May 27, 2025, the Company and Trio LLC entered into that certain Mutual Termination Agreement, pursuant to which the McCool Agreement and the McCool Letter were terminated, effective as of May 27, 2025, and any and all rights, duties, and obligations arising under the McCool Agreement and the McCool Letter were terminated. Pursuant to the Mutual Termination Agreement, the Company shall not be entitled to the refund of any amounts paid by it to Trio LLC pursuant to the terms of the McCool Agreement or the McCool Letter.
Item 7.01 Regulation FD
On May 23, 2025, the Company issued a press release announcing its intent to terminate operations, with respect to the McCool Ranch Oilfield. A copy of such press release is furnished hereto as Exhibit 99.1.
The information set forth in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Mutual Termination Agreement, dated May 27, 2025, by and between Trio Petroleum Corp. and Trio Petroleum LLC | |
| 99.1 | Press release, dated May 23, 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: May 29, 2025 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
This Mutual Termination Agreement (this “Agreement”) is dated as of May 27, 2025 (the “Effective Date”) by and between Trio Petroleum LLC, a California limited liability company (the “Seller”) and Trio Petroleum Corp., a Delaware corporation (the “Purchaser”). The Seller and the Purchaser are sometimes hereafter referred to each as a “Party” and collectively as the “Parties.” Initially capitalized terms not otherwise defined in this Agreement shall have the meanings given to those terms in the McCool Agreement (defined hereafter).
WHEREAS, the Parties entered into that certain Agreement for Purchase of an Undivided Interest in the McCool Ranch Oil Field, dated October 16, 2023, which was amended by First Amendment to Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field, dated November 21, 2023 (the “McCool Agreement”) and also executed a letter dated January 4, 2024 (the “McCool Letter”), with respect to the McCool Agreement, pursuant to which the Seller agreed to sell to the Purchaser and the Purchaser agreed to purchase from the Seller the Assets; and
WHEREAS, the terms of the McCool Agreement and the McCool Letter have not been completed, as of the date of this Termination Agreement; and
WHEREAS, the Parties desire to terminate the McCool Agreement and the McCool Letter.
NOW THEREFORE, the Parties hereby agree as follows:
1. Termination. The McCool Agreement and the McCool Letter each is hereby terminated, effective as of the Effective Date, and any and all rights, duties, and obligations arising under the McCool Agreement and the McCool Letter, or in connection therewith including, without limitation, Purchaser’s interest, title and right to the Assets, are now and hereafter terminated. Upon such termination, the Purchaser shall not be entitled to the refund of any amounts pay by it, pursuant to the terms of the McCool Agreement or the McCool Letter.
2. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of California, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.
(b) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY AGREES TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.
(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither party shall assign any material rights or delegate any material duties under this Agreement without written agreement from the other party.
(f) No Waiver. No failure or delay in the exercise of any power, right, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power, or privilege.
(g) Entire Agreement. This Agreement contains the entire agreement of the parties hereto and supersedes all prior agreements, contracts and understandings, whether written or otherwise, between the parties relating to the subject matter hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have entered into this Mutual Termination Agreement, to be effective as of the Effective Date first set forth above.
|
TRIO PETROLEUM CORP. |
||
| By: | /s/ Robin Ross | |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| TRIO PETROLEUM LLC | ||
| By: | /s/ Steven A. Rowlee | |
| Name: | Steven A. Rowlee | |
| Title: | Vice President | |
Exhibit 99.1
Trio Petroleum Corp.
California, May 23, 2025 (GLOBE NEWSWIRE) — Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company, has decided to suspend operations at McCool Ranch and will terminate its efforts to acquire a working interest in the project. We have made this determination, because, under previously negotiated terms, natural gas prices and water disposal costs, particularly in California, where McCool Ranch is located, 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. The Company has decided to focus its efforts on other sites which it believes will be more economically feasible, and hopefully generate greater profits for the Company.
About Trio Petroleum Corp
Trio Petroleum Corp is an oil and gas exploration and development company in California, Saskatchewan 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 news 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 release, except as required by law.
Investor Relations Contact:
Redwood Empire Financial Communications
Michael Bayes
(404) 809 4172
michael@redwoodefc.com