Trio Petroleum Corp

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2025 AND 2024

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.

The Company was formed to acquire, finance, and operate oil and gas exploration, development, and production projects. Since inception, the Company’s asset base has expanded beyond its initial California focus to include interests in the South Salinas Project in Monterey County, California, the Asphalt Ridge Project in Uintah County, Utah, and heavy-oil assets in the Lloydminster region of Saskatchewan, Canada.

Nature of Operations

The Company commenced revenue-generating operations on February 22, 2024, when production was restarted at the McCool Ranch Oil Field in Monterey County, California. Initial revenues were recognized during the fiscal quarter ended April 30, 2024. Operations at McCool Ranch were discontinued in May 2025, and all related leases were terminated.

During the fiscal quarter ended April 30, 2025, the Company recognized its first revenues from its Saskatchewan assets acquired through the Novacor transaction (see “Novacor Acquisition” below). Revenues from these assets continued throughout the second half of fiscal 2025. As of October 31, 2025, all the Company’s producing wells were located in Saskatchewan.

The Company has shifted its operational emphasis toward jurisdictions and assets with more favorable economic conditions. While California remains part of the Company’s portfolio, rising drilling and operating costs in the state have reduced the economic viability of certain development activities. As a result, the Company has increased its focus on assets in Utah and Canada.

The Company was initially formed to acquire from Trio LLC (“Trio LLC”) an approximate 82.75% working interest in the approximately 9,300-acre South Salinas Project located in Monterey County, California. This interest was subsequently increased to approximately 85.775% in April 2023. In September 2021, the Company entered into a Purchase and Sale Agreement (“Trio LLC PSA”) with Trio LLC to acquire the working interest in exchange for $300,000 in cash, a non-interest-bearing note payable of $3,700,000, and 245,000 shares of the Company’s common stock. The transaction was accounted for as an asset acquisition under ASC 805,Business Combinations. The Company holds an approximate 68.62% net revenue interest in the South Salinas Project after the application of royalties. Trio LLC holds an approximate 3.9% working interest. The Company and Trio LLC are separate and distinct entities. The remaining working interests are owned by two unrelated parties.

As of October 31, 2025 and 2024, no proved reserves had been established for the South Salinas Project. The HV-3A discovery well produced oil following the restart of production testing in March 2024 but is currently idled pending further evaluation of potential operational enhancements.

Formation of Canadian Subsidiary

On March 28, 2025, the Company formed Trio Petroleum Canada Corp. (“Trio Canada”), an Alberta corporation and wholly owned subsidiary of the Company, to facilitate the acquisition and operation of oil and gas assets in Canada. The Company’s Chief Executive Officer and Chief Financial Officer also serve in the same respective roles for Trio Canada, and the Chief Executive Officer serves as its sole director.

Novacor Acquisition (April 2025)

On April 4, 2025, the Company entered into an Asset Purchase Agreement (the “Novacor APA”) among the Company, Trio Canada, and Novacor Exploration Ltd. (“Novacor”), pursuant to which Trio Canada agreed to acquire certain oil and gas assets located in the Lloydminster, Saskatchewan heavy-oil region. The acquired assets included working interests in petroleum, natural gas, and mineral rights, along with associated contracts, leases, and permits. The acquisition was completed in two closings, with the final closing occurring on May 22, 2025. The transaction is accounted for as an asset acquisition under ASC 805. See Note 5 for additional information.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act and as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, the Company may take advantage of certain exemptions from reporting requirements applicable to other public companies, including exemptions from auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, reduced executive compensation disclosures, and delayed adoption of new or revised accounting standards applicable to public companies. The Company has elected to use the extended transition period for adopting new or revised accounting standards.

Subsequent Events

The Company evaluated subsequent events through the date the consolidated financial statements were issued.

Capital Land Acquisition (November 2025)

In November 2025, the Company, through Trio Canada, completed the acquisition of additional heavy-oil assets in the County of Vermilion River, Saskatchewan, from Capital Land. Total consideration consisted of CAD $150,000 in cash and the issuance of 104,227 restricted shares of the Company’s common stock. The acquired assets included producing wells and certain wells acquired out of receivership. The transaction will be accounted for as an asset acquisition under ASC 805.

Novacor Acquisition (December 2025)

On December 30, 2025, the Company, through Trio Canada, entered into and closed an Asset Purchase Agreement with Novacor Exploration Ltd. to acquire additional oil and gas assets located in the Lloydminster, Saskatchewan heavy-oil region. The acquired assets include working interests in petroleum, natural gas, and mineral rights, along with associated contracts, leases, and permits. Total consideration consisted of CAD $1,000,000 in cash (approximately US $730,300 based on the exchange rate on the transaction date) and the issuance of 912,875 restricted shares of the Company’s common stock. The transaction will be accounted for as an asset acquisition under ASC 805. In connection with the acquisition, the Company and Novacor entered into a registration rights agreement providing Novacor with customary piggyback registration rights with respect to the restricted shares issued as consideration.

ATM Offering (January 2026)

On January 9, 2026, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), pursuant to which the Company may offer and sell shares of its common stock from time to time through Ladenburg, acting as sales agent. On the same date, the Company filed a prospectus supplement with the Securities and Exchange Commission covering the offer and sale of shares of common stock having an aggregate offering price of up to $3,600,000. Under the terms of the ATM Agreement, Ladenburg will use its commercially reasonable efforts to sell shares in transactions deemed to be “at-the-market offerings” under Rule 415(a)(4) of the Securities Act of 1933, as amended, or by other methods permitted by law and agreed to by the Company. Ladenburg is entitled to compensation of up to 3.0% of the gross proceeds from each sale of shares under the ATM Agreement. No sales had occurred under the ATM Agreement as of the date the consolidated financial statements were issued

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

*Basis of Consolidation *

The 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 consolidated financial statements.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These consolidated financial statements include the accounts of Trio Petroleum Corp and its subsidiaries and reflect all significant intercompany balances and transactions eliminated in consolidation. The consolidated balance sheets as of October 31, 2025 and 2024, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, have been audited by independent registered public accountants. In the opinion of management, the consolidated financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows of the Company for the periods presented.

Use of Estimates

The preparation of 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 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. In March 2025, the Company formed Trio Canada, its wholly owned subsidiary, whose functional currency is the Canadian Dollar (“CAD”). Balance sheet accounts of Trio Canada are translated at the exchange rate in effect at the balance sheet date (0.7317 CAD to 1 US dollar as of October 31, 2025). Income and expense accounts are translated at the weighted average exchange rate for the fiscal year (0.7140 CAD to 1 US dollar for the year ended October 31, 2025). 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 year ended October 31, 2025, the Company recorded other comprehensive income of $14,471 related to foreign currency translation adjustments. No such amount was recorded for the year ended October 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 consolidated statements of operations as incurred. For the year ended October 31, 2025, the Company recognized a foreign currency transaction loss of $8,840, withno such gain or loss recognized during the comparable period in 2024. This amount is classified within general and administrative expenses in the accompanying 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 hadno cash equivalents as of October 31, 2025 and 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 year ended October 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 CAD $15,535 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 October 31, 2025, CAD $9,543 has been recognized in Operating Expenses, with the remaining CAD $10,559 classified as a current asset.

As of October 31, 2025 and 2024, the balances of the prepaids account were $128,856 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 October 31, 2025 and 2024, the Company recorded $134,730 and $259,903 in debt issuance costs.

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 October 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 October 31, 2025 and 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.

As of October 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.

As of October 31, 2025 and 2024, the Company had no impairment of long-lived assets.

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 for the years ended October 31, 2025 and 2025 are shown below:

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 October 31, 2025 and 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 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 October 31, 2025 and 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 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 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.

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 net loss per share is computed in the same manner as basic net loss per share, as the inclusion of potential common shares would be anti-dilutive.

The following common share equivalents were excluded from the calculation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive:

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 the 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 October 31, 2025 through the date of the filing of this report. See Note 11 for such events and transactions.

NOTE 3 –GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of October 31, 2025, the Company had $882,162 in its operating bank account and a working capital deficit of $785,902. The Company has incurred significant losses since inception and, as of October 31, 2025, had an accumulated deficit of $27,355,812.

To date, the Company has funded its operations primarily through equity and debt financings, including:

The accompanying 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 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:

There wereno significant contract liabilities or transaction price allocations to any remaining performance obligations as of October 31, 2025 or 2024.

Significant concentrations of credit risk

The Company’s revenue is primarily generated from oil and gas sales in California, United States, and Saskatchewan, Canada. For the years ended October 31, 2025 and 2024,100% 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.

During the years ended October 31, 2025 and 2024, the Company incurred aggregated exploration costs of $45,594 and $177,416, respectively. These expenses primarily consisted of exploratory, geological, and geophysical costs, and were expensed in the consolidated statements of operations during the applicable periods.

For capitalized costs, the Company incurred approximately $0.9 million and approximately $1.2 million for the years ended October 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 October 31, 2025 and 2024, respectively.

Leases

As of October 31, 2025, the Company holds interests in various leases related to the unproved properties of the South Salinas Project (see Note 5). Two of these leases are held with the same lessor:

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

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.

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 year ended October 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 interest 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 October 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 October 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:

The Company has accounted for the transaction as an asset acquisition under ASC 805 –*Business Combinations;*the total capitalized cost of the Novacor Assets was $1,406,081, comprising:

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 October 31, 2025 and 2024, the balance of the Due to Operators account is $5,668 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

Pursuant to the Company’s 2022 Equity Incentive Plan (the “Plan”), on September 2, 2023, the Company granted an aggregate of 21,250 restricted stock units (“RSUs”) to four non-employee directors. The RSUs were measured at the grant-date fair value of $12.80 per share, resulting in a total grant-date fair value of $273,275. The RSUs vested in full on February 28, 2024.

On June 19, 2024, pursuant to the Plan, the Board approved the grant of 50,000 RSUs to a newly appointed director. At the time of grant, only 22,750 shares remained available under the Plan; accordingly,22,500 RSUs were granted immediately at a grant-date fair value of $6.00 per share, for a total fair value of approximately $134,550. The remaining 27,500 RSUs were granted in the following quarter at a grant-date fair value of $3.32 per share, for a total fair value of approximately $91,300.

For the years ended October 31, 2025 and 2024, the Company recognized stock-based compensation expense of $157,406 and $30,651, respectively, related to these awards, which is included in stock-based compensation expense in the consolidated statements of operations. As of October 31, 2025, $37,793 of unrecognized compensation cost remained to be recognized over the remaining vesting period.

On October 21, 2024, pursuant to the Plan, the Board approved the grant of 12,500 RSUs to a newly appointed director. These RSUs vested in full on the six-month anniversary of the director’s commencement date and were measured at a grant-date fair value of $3.13 per share, for a total fair value of approximately $39,125. On the same date, the Company also granted an aggregate of 37,500 RSUs to current directors under the Plan. These RSUs vested in full on the three-month anniversary of the commencement date and were measured at a grant-date fair value of $3.13 per share, for a total fair value of approximately $117,375.

For the years ended October 31, 2025 and 2024, the Company recognized stock-based compensation expense of $141,592 and $14,908, respectively, related to these awards, which is included in stock-based compensation expense in the consolidated statements of operations. As of October 31, 2025, there wasno remaining unrecognized compensation cost related to these grants.

On August 1, 2025, the Company’s Board of Directors approved the grant of an aggregate of 850,000 restricted stock units (“RSUs”) to four non-employee directors. The RSUs were fully vested on the grant date, which was the same date as Board approval. The awards were measured at the grant-date fair value of $1.18 per share, resulting in a total grant-date fair value of approximately $1,001,725.

As of October 31, 2025, although the shares underlying the RSUs had not yet been issued, the obligation was both probable and estimable. In accordance with ASC 718,Compensation—Stock Compensation, and ASC 450,Contingencies, the Company recognized the full amount of stock-based compensation expense related to these awards in the consolidated statement of operations for the year ended October 31, 2025.

Restricted Shares issued to Executives and Employees

In May 2023, the Company entered into six employee agreements that provided for the grant of an aggregate of 35,000 restricted shares pursuant to the Plan. Subject to continued employment,25% of the shares vested five months after the grant date, with the remainder vesting in equal tranches every six months until fully vested. The restricted shares were measured at a grant-date fair value of $43.00 per share, for an aggregate fair value of approximately $1,505,000. During fiscal 2025, four of the employee agreements were not renewed, resulting in the forfeiture of 4,375 restricted shares. For the years ended October 31, 2025 and 2024, the Company recognized stock-based compensation expense of $180,936 and $753,188, respectively, related to these awards, which is included in stock-based compensation expense in the consolidated statements of operations. As of October 31, 2025, all awards had either vested or been forfeited, and there was no remaining unrecognized compensation cost.

On July 11, 2024, the Company entered into a three-month consulting agreement with Mr. Peterson, the Company’s former Chief Executive Officer. Under the terms of the agreement, Mr. Peterson received a monthly cash fee of $10,000 and was granted 50,000 RSUs pursuant to the Plan. The RSUs were measured at a grant-date fair value of $3.32 per share, for a total fair value of approximately $166,000. For the years ended October 31, 2025 and 2024, the Company recognized stock-based compensation expense of $68,033 and $97,967, respectively, related to these awards, which is included in stock-based compensation expense in the consolidated statements of operations. As of October 31, 2025, all compensation cost related to the RSUs had been recognized, withno remaining unrecognized expense.

On July 11, 2024, the Company entered into an employment agreement with Mr. Robin Ross, pursuant to which Mr. Ross was appointed Chief Executive Officer, succeeding Mr. Peterson. Under the terms of the agreement, Mr. Ross received an initial annual base salary of $300,000 and is eligible for an annual discretionary bonus of up to 100% of his base salary, subject to continued employment and achievement of objectives and milestones established annually by the Board’s Compensation Committee. In connection with his appointment, Mr. Ross was granted 100,000 RSUs under the Plan, measured at a grant-date fair value of $3.32 per share, for a total fair value of approximately $332,000. For the years ended October 31, 2025 and 2024, the Company recognized stock-based compensation expense of $221,941 and $21,890, respectively, related to these awards, with $88,168 of unrecognized compensation cost remaining as of October 31, 2025.

On August 1, 2025, the Compensation Committee approved an amendment to Mr. Ross’s employment agreement, increasing his annual base salary from $300,000 to $400,000, effective immediately. As part of the amendment, Mr. Ross was granted a one-time award of 625,000 RSU’s under the Plan; the RSUs were fully vested on the grant date, which was the same date as Board approval. The awards were measured at the grant-date fair value of $1.18 per share, resulting in a total grant-date fair value of approximately $736,563. As of October 31, 2025, although the shares underlying the RSUs had not yet been issued, the obligation was both probable and estimable. In accordance with ASC 718,Compensation—Stock Compensation, and ASC 450,Contingencies, the Company recognized the full amount of stock-based compensation expense related to these awards in the consolidated statement of operations for the year ended October 31, 2025. In addition, the Compensation Committee authorized a cash bonus of $150,000, payable at the Board’s discretion, pursuant to Section 4 of his employment agreement.

On October 21, 2024, the Company granted 10,000 RSUs to Gregory Overholtzer, the Company’s Chief Financial Officer, under the Plan. The RSUs vested in full on the six-month anniversary of the commencement date and were measured at a grant-date fair value of $3.13 per share, for a total fair value of approximately $31,300. For the years ended October 31, 2025 and 2024, the Company recognized stock-based compensation expense of $29,580 and $1,720, respectively, related to these awards, withno remaining unrecognized compensation cost as of October 31, 2025.

On August 1, 2025, the Compensation Committee approved a one-time grant of 62,500 RSUs to Mr. Overholtzer under the Plan. The awards were measured at the grant-date fair value of $1.18 per share, resulting in a total grant-date fair value of approximately $73,656. As of October 31, 2025, although the shares underlying the RSUs had not yet been issued, the obligation was both probable and estimable. In accordance with ASC 718,Compensation—Stock Compensation, and ASC 450,Contingencies, the Company recognized the full amount of stock-based compensation expense related to these awards in the consolidated statement of operations for the year ended October 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 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 athree-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 October 31, 2025, $700,665 has been utilized, primarily for consideration in the Novacor acquisition, with a small portion applied to other operating cash needs of Trio Canada. The remaining unused portion of the Subsidiary Loan is $430,335.

For the year ended October 31, 2025, the Company recorded intercompany interest income of $27,606 on the Subsidiary Loan, based on an interest rate of 8% per annum, with the corresponding interest expense recognized by Trio Canada.

Resignation and Consulting Agreement - Stanford Eschner

On August 1, 2025, Mr. Stanford Eschner resigned from his positions as Vice Chairman and director of Trio Petroleum Corp, effective immediately. His resignation was not the result of any disagreement with the Company’s management or Board of Directors 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 is entitled to receive a monthly cash fee of $4,167 and a one-time grant of 15,000 shares of common stock pursuant to the Plan.

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

The Company holds various leases related to unproved properties in the South Salinas Project, including two leases with the same lessor:

In February and March 2023, the Company entered into additional leases covering unproved properties in the South Salinas Project:

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.

The Company previously held interests in two parcels of unproved leases in the McCool Ranch Oil Field:

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 October 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 October 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 years ended October 31, 2025 and 2024, the Company recognized director compensation expense of $321,689 and $223,170, 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 ofthe 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 afive-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 withi) 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 –INCOME TAXES

The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

Significant components of the Company’s deferred tax assets are summarized below.

As of October 31, 2025 and 2024, the Company had approximately $960,000 and $1,669,000, respectively, in net operating loss carry-forwards for federal and state income tax reporting (tax effected) purposes. During fiscal 2025, the Company also formed Trio Canada, its wholly owned subsidiary, which generated approximately $30,000 (USD) of net income, which has been excluded from the U.S. tax provision and considered immaterial.

As a result of the Tax Cuts and Jobs Act of 2017, certain U.S. net operating loss carryforwards do not expire but are subject to an annual limitation on utilization.

The Company recorded a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by management to be less likely than not. The valuation allowance decreased by $739,000 and increased by $604,000 during the years ended October 31, 2025 and 2024, respectively.

A reconciliation of the statutory federal income tax benefit to actual tax benefit is as follows:

As of the date of this filing, the Company has not filed its 2025 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. Trio Canada has not yet filed its Canadian federal and provincial corporate income tax returns for the fiscal year ended October 31, 2025.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions in either the U.S. or Canada. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

NOTE 9 –NOTES PAYABLE

Notes payable as of October 31, 2025 and 2024 consisted of the following:

Payable – related party

See Note 6 -McCool Ranch Oil Field Asset Purchase – Related Party for further information.

March 2024 Debt Financing

On March 27, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “March 2024 Investor”), which was funded on April 5, 2024. Pursuant to the SPA, 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”).

In connection with the March 2024 Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor in the principal amount of $211,500, reflecting an original issue discount of $27,000 (approximately 13%). The note accrued interest at 12% per annum and matured on January 30, 2025. The note provided for five scheduled payments of principal and accrued interest, which were due on September 30, 2024 ($118,440), October 30, 2024 ($29,610), November 30, 2024 ($29,610), December 30, 2024 ($29,610), and January 30, 2025 ($29,610).

The Company made cash payments of $118,440 on September 30, 2024, $29,610 on October 30, 2024, and $88,830 on November 30, 2024, which satisfied the full principal balance of the note.

For the years ended October 31, 2025 and 2024, the Company recognized non-cash interest expense related to debt discounts of $21,316 and $51,064, respectively, within interest expense in the consolidated statements of operations. Over the life of the note, the Company recognized a total of $72,380 in non-cash interest expense related to discounts. As of October 31, 2025, there was no remaining balance outstanding under 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 (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 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.

April 2024 Convertible Debt Financings

The April 2024 Convertible Debt Financings, which provided net proceeds of $664,000 and included the issuance of 75,000 commitment shares and $800,000 of senior secured convertible notes, were fully repaid and converted into common stock during fiscal 2024. As of October 31, 2025, no amounts remained outstanding and no expense was recognized in fiscal 2025.

June 2024 Convertible Debt Financings

On June 27, 2024, the Company entered into a Securities Purchase Agreement (the “June 2024 SPA”) with the April 2024 Investors (the “June 2024 Investors”). Pursuant to the June 2024 SPA, the Company received aggregate gross proceeds of $720,000 (net of a 10% original issue discount) and net proceeds of $676,200 after offering expenses (the “June 2024 Financing”). In connection with the financing, the Company issued to each investor a Senior Secured 10% Original Issue Discount Convertible Promissory Note in the principal amount of $400,000 (the “June 2024 Notes”) and warrants to purchase an aggregate of 74,461 shares of common stock at an initial exercise price of $7.905 per share (the “June 2024 Warrants”). The warrants were recorded as equity instruments with an aggregate relative fair value of $257,701.

The June 2024 Notes were initially convertible into shares of common stock at a conversion price of $7.905 per share, subject to adjustment, with a floor price of $2.40. The notes did not bear interest unless an Event of Default occurred, in which case interest accrued at 10% per annum. The notes matured on June 27, 2025 and required monthly installment payments commencing 90 days after issuance, payable in cash or, under certain conditions, in shares of common stock.

During fiscal 2024 and early fiscal 2025, the Company satisfied the obligations under the June 2024 Notes through a combination of cash payments and conversions into common stock. On September 26, October 1, and October 30, 2024, the Company converted principal payments totaling $227,776 into 85,837 shares, resulting in recognized losses of $14,203, $12,830, and $9,534, respectively. On October 11, 2024, the Company issued 2,317 shares pursuant to a make-whole provision. On December 2, 2024, December 20, 2024, and January 7, 2025, the Company made final principal payments totaling $572,224, of which $290,844 was converted into 340,419 shares, resulting in a recognized loss of $8,725. The remaining payments were made in cash, with additional losses of $2,668 and $69,310 recognized under make-whole provisions.

As of October 31, 2025, the balance of the June 2024 Notes was $0. For the years ended October 31, 2025 and 2024, the Company recognized non-cash interest expense related to debt discounts of $249,805 and $131,696, respectively, within interest expense in the consolidated statements of operations. Over the life of the notes, the Company recognized $381,501 in non-cash interest expense related to discounts.

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 in the principal amount of $152,000, reflecting an original issue discount of $18,000 (approximately 11.8%). The note accrued interest at 12% per annum and matured on May 30, 2025.

During fiscal 2025, the Company made aggregate principal payments of $148,960 in cash. In addition, during the third quarter of fiscal 2025, 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 consolidated statement of operations.

As of October 31, 2025, the balance of the note was $0. For the years ended October 31, 2025 and 2024, the Company recognized non-cash interest expense related to debt discounts of $41,652 and $17,963, respectively, within interest expense in the consolidated statements of operations.

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 in the principal amount of $255,225, reflecting an original issue discount of $30,225 (approximately 11.8%). The note accrued interest at 12% per annum and matured on May 30, 2025.

In conjunction with the April 2024 Debt Financing, the Company also made two payments of $25,000 each to prior investors from the net proceeds of this financing.

On January 28, 2025, the Company entered into a Note Exchange Agreement with the investor to exchange the outstanding balance of $285,852 for shares of the Company’s common stock. The exchange was completed on February 10, 2025, through the issuance of 230,992 shares of common stock at $1.24 per share. The Company recorded the exchange as a debt extinguishment and recognized a loss of $141,534.

As of October 31, 2025, the balance of the August 6, 2024 Financing was $0. For the years ended October 31, 2025 and 2024, the Company recognized non-cash interest expense related to debt discounts of $26,826 and $25,077, respectively, within interest expense in the consolidated statements of operations.

April 2025 Financing

On April 11, 2025, the Company issued an Unsecured Original Issue Discount Convertible Promissory Note (the “Note”) to an institutional investor in the principal amount of $321,176, reflecting an original issue discount of $48,176, for net funding of $273,000. After reimbursing the investor $10,000 for legal fees, the Company received net proceeds of $263,000.

On April 17, 2025, the Company issued an Amended and Restated Unsecured Original Issue Discount Convertible Promissory Note (the “Amended and Restated Note”) in the aggregate principal amount of $712,941, inclusive of the original note, with an aggregate original issue discount of $106,941. The aggregate funding amount was $606,000, from which the Company received additional net proceeds of $333,000 and paid a commission of $33,330 to Spartan Capital Securities, LLC.

Between June 11 and June 23, 2025, the Company issued an aggregate of 877,340 shares of common stock to the investor in satisfaction of principal obligations under the note. The issuances occurred 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 consolidated statement of operations.

As of October 31, 2025, the balance of the April 2025 Financing was immaterial. The Company derecognized the remaining carrying value of $861 related to the Jutland note at maturity on October 10, 2025, and recorded a gain on extinguishment of debt. For the years ended October 31, 2025 and 2024, the Company recognized non-cash interest expense related to debt discounts of $150,271 and $0, respectively, within interest expense in the consolidated statements of operations.

August 2025 Financing

On August 15, 2025, the Company closed a private placement pursuant to which it issued three unsecured convertible promissory notes (the “Notes”) to institutional investors in an aggregate principal amount of $1,200,000. The Notes included an original issue discount of $180,000 (15%), resulting in aggregate funding of $1,020,000. After payment of $71,400 in placement agent fees and $20,000 in legal fee reimbursements, the Company received net proceeds of $928,600.

The Notes mature on February 15, 2026 and may be prepaid at any time without penalty. The Notes are convertible, at the option of the investors, into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $1.32 or (ii) 90% of the lowest daily VWAP of the Company’s common stock during the five trading days prior to conversion, subject to a floor price of $0.72 (adjustable under certain circumstances, but not below $0.22). The Notes also contain provisions allowing the Company to require conversion under specified trading and registration conditions, subject to beneficial ownership limitations of 4.99% (or 9.99% if elected by the investor). The maximum number of shares issuable upon conversion of the Notes is 1,679,127, representing 19.99% of the Company’s outstanding common stock as of the closing date.

Between September 12 and October 23, 2025, investors converted $575,000 of principal into 606,809 shares of common stock at conversion prices between $0.93 and $1.02 per share. The fair value of the shares issued exceeded the principal amounts settled, resulting in a total recognized loss on conversion of $95,931, which was recorded in the consolidated statement of operations. Following these conversions, the Notes had a remaining principal balance of $625,000 and a net carrying value of $467,179 as of October 31, 2025.

For the years ended October 31, 2025 and 2024, the Company recognized non-cash interest expense related to debt discounts of $113,575 and $0, respectively, within interest expense in the consolidated statements of operations.

NOTE 10 –STOCKHOLDERS’ EQUITY

Common Shares

The Company is authorized to issue an aggregate of 160,000,000 shares, 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. On July 30, 2025, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the authorized shares to this level. The amendment was filed with the Secretary of State of Delaware on July 30, 2025 and became effective upon filing.

Consultant and Service Provider Issuances

On November 11, 2023, the Company issued 10,000 shares of common stock to a vendor for marketing and distribution services, valued at $9.60 per share for a total of $95,200, which was recognized as marketing fees in the first and second quarters of 2024.

On March 20, 2024, the Company issued 5,000 shares to a consultant as settlement for non-performed marketing services under a prior agreement, valued at $2.20 per share for a total of $10,500.

On April 26, 2024, the Company entered into an agreement with consultants to provide marketing services and elected to issue 50,000 shares in lieu of cash, valued at $7.40 per share for a total of $368,000; a loss of $268,000 was recognized.

On April 29, 2024, the Company issued 30,000 shares to consultants for marketing services, valued at $7.40 per share for a total of $220,800.

On September 9, 2024, the Company issued 12,500 shares to a consultant under a media advertising agreement, valued at $3.60 per share for a total of $43,800.

On January 1, 2025, the Company issued 20,000 shares to a consulting firm for investor communications and public relations services, valued at $1.40 per share for a total of $28,000.

On August 1, 2025, the Board approved the issuance of 26,010 shares to a consultant for services performed in June 2025. The grant-date fair value was $1.18 per share, or $30,692 in total, which exceeded the $22,629 originally accrued based on the consultant’s invoice. The difference of $8,063 was recorded as additional compensation expense, with the full $30,692 recognized in the consolidated statement of operations. The shares were issued on August 13, 2025 at a market price of $1.09 per share.

The aggregate compensation expense recognized for consultant and service provider issuances was $58,692 and $738,300 for the years ended October 31, 2025 and 2024, respectively.

Restricted Stock Awards

On August 1, 2025, the Board approved the grant of 1,552,500 restricted shares to consultants, directors, and executives. The awards vest immediately upon issuance and therefore require no future service. Although only 15,000 shares had been issued as of October 31, 2025, the Company determined the obligation was both probable and estimable based on Board authorization and the grant-date fair value of $1.18 per share. Accordingly, compensation expense of $1,829,621 was recognized for the year ended October 31, 2025. The unrecognized compensation cost related to these awards was $0 as of October 31, 2025.

Debt Conversions and Exchanges

On December 18, 2023, the Company issued 18,393 shares at a fair value of $6.80 per share for a total of $125,072, with a cash payment of $36,698 made to the investor for the difference between the monthly conversion price and the floor price. A loss of $36,770 was recognized.

On December 29, 2023, the Company issued 18,393 shares at a fair value of $6.20 per share for a total of $114,036, with a cash payment of $35,837 made to the investor for the difference between the monthly conversion price and the floor price. A loss of $24,873 was recognized.

On January 12, 2024, the Company issued 18,393 shares at a fair value of $5.80 per share for a total of $105,575, with a cash payment of $49,935 made to the investor for the difference between the monthly conversion price and the floor price. A loss of $30,510 was recognized.

On February 1, 2024, the Company issued 91,965 shares at a fair value of $4.80 per share for a total of $441,428. An additional 119,796 shares were issued in lieu of cash payments, valued at $574,779. A loss of $391,447 was recognized.

On February 2, 2024, the Company issued 94,417 shares at a fair value of $3.40 per share for a total of $323,094. A loss of $48,094 was recognized.

On February 5, 2024, the Company issued 94,417 shares at a fair value of $3.60 per share for a total of $339,334. A loss of $64,334 was recognized.

On February 16, 2024, the Company issued 42,917 shares at a fair value of $2.60 per share for a total of $113,300, with a cash payment of $32,247 made to the investor for the difference between the monthly conversion price and the floor price. A loss of $20,547 was recognized.

On March 22, 2024, the Company issued 42,917 shares at a fair value of $2.00 per share for a total of $84,117. An additional 17,576 shares were issued in lieu of cash payments, valued at $221,449. A loss of $180,566 was recognized.

On April 2, 2024, the Company issued 257,500 shares at a fair value of $3.40 per share for a total of $881,165. A loss of $131,165 was recognized.

On September 26, 2024, the Company issued 30,520 shares at a fair value of $3.38 per share for a total of $103,091. A loss of $14,203 was recognized.

On October 1, 2024, the Company issued 17,167 shares at a fair value of $3.66 per share for a total of $62,830. A loss of $12,830 was recognized.

On October 11, 2024, the Company issued 2,317 shares at a fair value of $3.38 per share for a total of $7,838.

On October 30, 2024, the Company issued 38,150 shares at a fair value of $2.58 per share for a total of $98,422. A loss of $9,534 was recognized.

On October 1, 2024, the Company issued 224,291 shares at a fair value of $3.66 per share for a total of $729,405. Aloss of $47,373 was recognized.

On October 18, 2024, the Company issued 25,000 shares at a fair value of $3.10 per share for a total of $77,450. A loss of $2,450 was recognized.

On December 20, 2024, the Company issued 340,419 shares at a fair value of $0.88 per share for a total of $299,569. A loss of $8,725 was recognized.

On January 28, 2025, the Company entered into a Note Exchange Agreement with the investor from the August 6, 2024 Financing. On February 10, 2025, the Company issued 230,992 shares at a conversion price of $1.24 per share, with a fair value of $1.70 per share for a total of $392,686. The exchange was accounted for as a debt extinguishment, with a recognized loss of $141,534.

On May 14, 2025, the Company issued 23,644 shares at a conversion price of $0.90 per share, valued at $28,846. A loss of $7,566 was recognized.

Between June 11 and June 23, 2025, the Company issued 877,340 shares at conversion prices between $0.81 and $0.83 per share, valued at $1,240,054. A loss of $528,054 was recognized.

Between September 12 and October 23, 2025, the Company converted $575,000 of principal into 606,809 shares at conversion prices between $0.93 and $1.02 per share, with a fair value of $670,931. A loss of $95,931 was recognized.

The aggregate shares issued in debt conversions and exchanges were 1,848,212 and 1,129,122 for the years ended October 31, 2025 and 2024, respectively; the aggregate losses recognized on conversions (excluding the extinguishment loss of $141,534) were $640,276 and $1,022,534 for the years ended October 31, 2025 and 2024, respectively.

Commitment Shares

On April 16, 2024, the Company issued 37,500 shares to investors as commitment fees in connection with the April 2024 Financings. The shares were valued at $9.80 per share for a total of $366,000.

On April 24, 2024, the Company issued 37,500 shares to investors as commitment fees in connection with the April 2024 Financings. The shares were valued at $8.00 per share for a total of $301,500.

Asset Acquisition

On April 11, 2025, the Company issued 526,536 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.

Reverse Stock Split

On November 14, 2024, the Company filed a Certificate of Amendment to its Certificate of Incorporation to effect a 1-for-20 reverse stock split. The reverse split became effective at 4:30 p.m. Eastern Time on November 14, 2024, and the Company’s common stock began trading on a split-adjusted basis on November 15, 2024.

On December 5, 2024, the Company issued 21,046 shares to round up fractional shares for beneficial owners.

At-the-market Offering Program

During fiscal 2024, the Company established an at-the-market offering program (“ATM”), under which shares of common stock could be sold from time to time through a designated underwriter based on prevailing market conditions.

During the year ended October 31, 2024, the Company sold 361,708 shares under the ATM, generating net proceeds of $1,173,679.

During fiscal 2025, and prior to January 15, 2025, the Company completed the program, selling an additional 2,951,169 shares.

In total,3,312,877 shares were sold under the ATM program, generating aggregate net proceeds of $4,649,329.

No shares were sold under the ATM program after January 15, 2025.

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

Other Warrants

In December 2022, the Company entered into subscription agreements with two accredited investors for the aggregate issuance of 20,000 common shares, as well as warrants to purchase additional shares up to the initial subscription amount. The warrants were exercisable for two years and had an exercise price equal to fifty percent of the price per share the Company sells its common shares in its IPO. The warrants were determined to be equity classified and were recorded at fair value in additional paid-in capital on the balance sheet for the period. Their fair value was based on the price the third-party investors paid for the original subscription agreements described above. These warrants expired in December 2024 and are no longer outstanding as of October 31, 2025.

In April 2023, the Company issued warrants to purchase 5,000 shares of common stock to the underwriters at an exercise price of $66.00 per share. These warrants remain outstanding as of October 31, 2025.

October 2023 SPA with Warrants

On October 4, 2023 and December 29, 2023, the Company entered into placement agent agreements with Spartan (see Note 7 for further information) for their role in connection with the two tranche fundings related to the October 2023 SPA. Among other things, the agreements provided the agent with equity-classified 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. For the first tranche, the Company issued to Spartan warrants to purchase 4,167 shares of common stock with a fair value of $38,029. For the second tranche, the Company issued to Spartan warrants to purchase 2,750 shares of common stock with a fair value of $14,753.

On January 2, 2024, the second tranche of the October 2023 SPA was funded (see Note 9 for further information). In connection with this funding, the Company issued to the investor equity warrants to purchase up to 22,279 shares of common stock with an aggregate relative fair value of $98,708. These warrants remain outstanding as of October 31, 2025.

June 2024 SPA with Warrants

On June 27, 2024, the Company entered into the June 2024 SPA with the June 2024 Investors (see Note 9 above). Pursuant to the terms and conditions of the agreement, in consideration for providing financing, the Company issued to each June 2024 Investor a warrant to purchase 37,231 shares of the Company’s common stock, at an initial exercise price of $7.90500 per share. 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. These warrants remain outstanding as of October 31, 2025.

Fiscal 2025 Activity

There wereno warrant issuances during the fiscal year ended October 31, 2025. Warrant activity during the year consisted only of the expiration of the December 2022 warrants described above. All other warrants issued in prior years remain outstanding as of October 31, 2025.

A summary of the warrant activity during the years ended October 31, 2025 and 2024 is presented below:

A summary of outstanding and exercisable warrants as of October 31, 2025 is presented below:

Stock Options

A summary of the option activity during the years ended October 31, 2025 and 2024 is presented below:

A summary of outstanding and exercisable options as of October 31, 2025 and 2024 is presented below:

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 Plan. The options have an exercise price of $10.46 per share and vested monthly over a period of 24 months, beginning on the vesting commencement date. The options had a grant-date fair value of $55,711, which was recognized as compensation expense over the vesting term. As of April 30, 2024, the options were fully vested.

The assumptions used in the Black-Scholes valuation method for these options issued in 2023 were as follows: a risk-free interest rate of 4.36%, an expected term of 5.0 years, expected volatility of 137.1%, and an expected dividend yield of 0%.

There were no option issuances during the fiscal year ended October 31, 2025; there was no option activity during fiscal year 2025, and the only activity during fiscal year 2024 was the continued vesting of the August 2023 grant through April 30, 2024, after which the options became fully vested. As of October 31, 2025, all 6,000 options remain outstanding and exercisable.

Stock-based compensation expense related to these options was $0 for the year ended October 31, 2025 and $13,928 for the year ended October 31, 2024. As of October 31, 2025, the Company had no unrecognized compensation cost related to non-vested options, as all options were fully vested as of April 30, 2024.

At October 31, 2025, the Company had 2,500,000 shares authorized under the Plan, of which 510,250 shares remained available for future grant.

NOTE 11 –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 financial statements are issued, the Company has evaluated all events and transactions that occurred after October 31, 2025, through the date the financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the financial statements.

Capital Land Acquisition

On November 3, 2025, the Company, through its wholly owned subsidiary Trio Petroleum Canada Corp. (“Trio Canada”), completed the acquisition of certain mineral leasehold interests and related rights located in the County of Vermilion River, Alberta, Canada, pursuant to the Asset Purchase Agreement entered into with Capital Land Services Ltd. (“Capital Land”) on August 20, 2025. At closing, Trio Canada acquired the assets, which included certain wells that had been acquired out of receivership. In connection with the acquisition, Trio Canada paid CAD $150,000 in cash, and the Company issued 104,227 restricted shares of its common stock to Capital Land. Due to regulatory requirements of the Alberta Energy Regulator (“AER”), the Company arranged for all applicable licenses associated with the acquired assets to be transferred to Novacor Exploration Ltd. (“Novacor”), an experienced operator with whom the Company has an existing commercial relationship. Novacor utilizes Capital Land as its AER agent. In consideration for Capital Land’s services as AER agent, the Company granted Capital Land a 1% gross overriding royalty on the mineral rights associated with the acquired assets for so long as such services continue. The Capital Land acquisition will be accounted for as an asset acquisition under ASC 805-50, with the purchase price allocated to the acquired mineral leasehold interests and related rights based on their relative fair values as of the acquisition date.

Novacor Acquisition (December 2025)

On December 30, 2025, the Company, through Trio Canada, entered into and closed an Asset Purchase Agreement with Novacor to acquire additional oil and gas assets located in the Lloydminster, Saskatchewan heavy-oil region. The acquired assets include working interests in petroleum, natural gas, and mineral rights, together with associated contracts, leases, and permits. Total consideration consisted of CAD $1,000,000 in cash (approximately US$730,300 based on the exchange rate on the transaction date) and the issuance of 912,875 restricted shares of the Company’s common stock. The transaction will be accounted for as an asset acquisition under ASC 805-50, with the purchase price allocated to the acquired assets based on their relative fair values as of the acquisition date. In connection with the acquisition, the Company and Novacor entered into a registration rights agreement providing Novacor with customary piggyback registration rights with respect to the restricted shares issued as consideration.

At-the-Market (“ATM”) Sales Agreement (January 2026)

On January 9, 2026, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), pursuant to which the Company may offer and sell shares of its common stock from time to time through Ladenburg, acting as sales agent. On the same date, the Company filed a prospectus supplement with the Securities and Exchange Commission covering the offer and sale of shares of common stock having an aggregate offering price of up to$3,600,000 in connection with the ATM program.

Under the terms of the ATM Agreement, sales of common stock, if any, may be made by Ladenburg using commercially reasonable efforts in transactions deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or by any other method permitted by applicable law and agreed to by the Company. Ladenburg is entitled to compensation of up to 3.0% of the gross proceeds from each sale of shares under the ATM Agreement.