Trio Petroleum Corp

Previous wording

We began generating revenues in fiscal 2024 following the restart of production at the McCool Ranch Oil Field and expanded our revenue base in fiscal 2025 through the acquisition of producing heavy-oil assets in Saskatchewan. During the three months ended January 31, 2026, our operational activity continued to center on our Canadian properties, which represent our most significant near-term growth opportunity. We are progressing workover and optimization programs on the assets acquired from Novacor in April 2025 and December 2025, as well as the assets acquired from Capital Land in November 2025.

Current wording

We began generating revenues in fiscal 2024 following the restart of production at the McCool Ranch Oil Field and expanded our revenue base in fiscal 2025 through the acquisition of producing heavy-oil assets in Saskatchewan. During the six months ended April 30, 2026, our operational activity continued to center on our Canadian properties, which represent our most significant near-term growth opportunity. We are progressing workover and optimization programs on the assets acquired from Novacor in April 2025 and December 2025, as well as the assets acquired from Capital Land in November 2025.

Previous wording

In California, we continue to advance permitting efforts for the South Salinas Project, including conditional use permits and water-disposal permits. We are also evaluating potential joint-venture arrangements to support development activities and continue to assess the feasibility of a carbon capture and storage initiative leveraging existing deep wells and infrastructure. At the P.R. Spring project in Utah, we continue to monitor production performance at the Asphalt Ridge wells to determine whether conditions under the existing non-binding Letter of Intent (LOI) with Heavy Sweet Oil LLC (“HSO”) may be satisfied.

Current wording

In California, we continue to advance permitting efforts for the South Salinas Project, including conditional use permits and water-disposal permits. We are also evaluating potential joint-venture arrangements to support development activities and continue to assess the feasibility of a carbon capture and storage initiative leveraging existing deep wells and infrastructure. At the P.R. Spring project in Utah, we continue to monitor production performance at the Asphalt Ridge wells in connection with the non-binding Letter of Intent (“LOI”) with Heavy Sweet Oil LLC (“HSO”). In April 2026, we entered into a written extension with Heavy Sweet Oil LLC that extended the production-rate deadline under the LOI to May 15, 2028, or such later date as may be further extended by us.

Previous wording

On January 9, 2026, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) as agent, pursuant to which we may issue and sell shares of our common stock from time to time through Ladenburg (the “ATM Offering”). On January 9, 2026, we also filed a prospectus supplement with the SEC covering the sale of shares of common stock having an aggregate offering price of up to $3,600,000 (the “Placement Shares”), in connection with the ATM Offering. Upon delivery of a Placement Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement, Ladenburg shall use its commercially reasonable efforts to sell the Placement Shares by (i) any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE American or on any other existing trading market for the common stock and/or (ii) any other method permitted by law with our consent. The ATM Agreement provides that Ladenburg will be entitled to aggregate compensation for its services up to 3.0% of the gross proceeds from each sale of Placement Shares sold through Ladenburg under the ATM Agreement.

Current wording

On January 9, 2026, we entered into an ATM Agreement with Ladenburg as agent, pursuant to which we may issue and sell shares of our common stock from time to time through Ladenburg. On the same date, we also filed a prospectus supplement with the SEC covering the sale of shares of common stock having an aggregate offering price of up to $3,600,000 (the “Placement Shares”), in connection with the ATM Offering. The ATM Agreement provides that Ladenburg will be entitled to aggregate compensation for its services up to 3.0% of the gross proceeds from each sale of Placement Shares sold through Ladenburg under the ATM Agreement.

Previous wording

Subsequent to the period ended January 31, 2026, we filed amendments to the prospectus supplement related to the ATM Offering on March 3, 2026, March 4, 2026, March 5, 2026, and March 10, 2026 to increase the dollar amount of Placement Shares that may be offered pursuant to the ATM Offering by $3,292,000, $6,458,000, $4,000,000, and $1,641,000, respectively. We have sold an additional 18,729,291 shares of common stock for aggregate gross proceeds of $18,622,934 subsequent to the period ended January 31, 2026 and as of the date of this filing. Management believes the consequential subsequent cash raised provides a tremendous opportunity to accelerate the expansion of the Company's oil and gas assets both in Canada and the U.S. as the focus will seek to acquire assets generating more significant cash flow with high impact growth potential.

Current wording

Subsequent to April 30, 2026 and through the date of this filing, we sold an additional 6,159,229 shares of common stock for aggregate gross proceeds of $2,557,841. Management believes the expanded ATM capacity provides a significant opportunity to accelerate the expansion of the Company’s oil and gas assets in both Canada and the U.S., as we seek to acquire assets generating more significant cash flow with high-impact growth potential.

Previous wording

Following the Closing, (i) operating costs for the December 2025 Novacor Assets shall, for a period of two (2) years, be held at the levels detailed in the auditor’s report over the eighteen (18) month period prior to the Closing, prepared for Trio Canada on the basis of the due diligence materials provided by Novacor to Trio Canada in connection with the December 2025 Novacor Acquisition, unless mutually agreed otherwise; (ii) after such two-year period, operating costs shall remain competitive with other operators in the area; and (iii) Trio Canada shall be entitled to terminate Novacor’s post-Closing actions at any time on 30 days’ prior written notice to the Novacor. After the Closing, with respect to the December 2025 Novacor Assets, Novacor shall act as the on-site operator of the December 2025 Novacor Assets and perform all work and services as provided in the December 2025 Novacor APA.

Current wording

Under the Asset Purchase Agreement, Novacor will act as the on-site operator of the acquired assets following the closing and will perform certain post-closing work and services. For a period of two years following closing, operating costs are to be maintained at the levels detailed in the auditor’s report covering the eighteen months prior to closing, unless the parties mutually agree otherwise. After that two-year period, operating costs are to remain competitive with other operators in the area. Trio Canada may terminate Novacor’s post-closing role at any time upon 30 days’ prior written notice.

Previous wording

On December 30, 2025, we and Novacor executed and entered into a Registration Rights Agreement with respect to the restricted shares (the “RRA”). Pursuant to the provisions of the RRA, Novacor is entitled to certain “piggyback” registration rights, with respect to the Registrable Securities (as such term is defined in the RRA), providing Novacor with the right to include the Registrable Securities in a registration statement filed by us for the registration of our securities and/or the resale of shares of Common Stock by other of our stockholders (a “Piggyback Registration Statement”), subject to certain limitations and restrictions. In the event that the Registrable Securities are not included in a Piggyback Registration Statement filed by us with the Securities and Exchange Commission (“SEC”) on or before March 31, 2026, we are obligated to file a registration statement on or before March 31, 2026, to register the resale of the Registrable Securities, subject to certain limitations and restrictions. We have agreed to pay all fees relating to the registration of the Registrable Securities, except any broker or similar commissions payable by a holder of Registrable Securities.

Current wording

In connection with the closing, on December 30, 2025, we entered into a Registration Rights Agreement with Novacor (the “Registration Rights Agreement”) providing Novacor with “piggyback” registration rights with respect to the 912,875 shares (the “Registrable Securities”), subject to customary limitations and restrictions, requiring us to file a resale registration statement covering the Registrable Securities on or before March 31, 2026 if the Registrable Securities were not included in a piggyback registration statement filed by that date. On April 3, 2026, we filed a Registration Statement on Form S-3 (File No. 333-294870) registering the resale of the Registrable Securities together with 446,149 shares previously issued to McDermott Will & Schulte LLP in the March 2026 settlement of legal fees described in Note 9 to the condensed consolidated financial statements. The Registration Statement was declared effective on April 13, 2026. We have agreed to pay all fees relating to the registration of the Registrable Securities, other than broker or similar commissions payable by a holder.

Previous wording

We continue to incur operating losses and have not yet generated sufficient revenues to support our operations. As of January 31, 2026, we had an accumulated deficit of $28,368,441 and a working capital deficit of $901,484. For the three months ended January 31, 2026, we incurred a net loss of $1,012,629 and used $533,893 in cash for operating activities. Based solely on our financial position as of January 31, 2026, these factors raised substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements.

Current wording

We continue to incur operating losses and have not yet generated sufficient revenues to support our operations. As of April 30, 2026, we had an accumulated deficit of $29,735,797 and a working capital of $21,459,026. For the three and six months ended April 30, 2026, we incurred net losses of $1,367,356 and $2,379,985, respectively, and used $2,154,161 of cash in operating activities. Our auditors, in their report accompanying our audited financial statements as of October 31, 2025, provided that our financial situation raised substantial doubt about our ability to continue as a going concern. As a result of our having raised gross proceeds of $24,207,304, during the six months ended April 30, 2026, pursuant to the sale of an aggregate of 28,013,007 shares of common stock under the ATM Agreement, management no longer believes that there is a substantial doubt about our ability to continue as a going concern following the issuance of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

Since inception, we have funded our operations primarily through equity and debt financings, including proceeds from common stock issuances, our April 2023 initial public offering, multiple convertible note financings, promissory notes, and sales under our at-the-market (“ATM”) offering programs. During the quarter ended January 31, 2026, we raised approximately $395,000 under our ATM program. Subsequent to January 31, 2026 and through the date of issuance of these financial statements, we raised additional gross proceeds of$18.6 million under the ATM program, for total gross proceeds of approximately$19.0 million raised under the ATM program as of the date of this filing.

Current wording

Since inception, we have funded our operations primarily through equity and debt financings, including proceeds from common stock issuances, our April 2023 initial public offering, multiple convertible note financings, promissory notes, and sales under ATM offering programs. During the six months ended April 30, 2026, we sold an aggregate of 28,013,007 shares of common stock under the ATM program for total gross proceeds of $24,207,304. Subsequent to April 30, 2026 and through the date of issuance of these condensed consolidated financial statements, we raised an additional $2,557,841 in gross proceeds under the ATM program. On May 6, 2026, we filed Amendment No. 10 to the prospectus supplement reflecting that, based on the Company’s public float having exceeded $75 million as of April 14, 2026, the Company is no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. Following Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement is $65,000,000.

Previous wording

These subsequent ATM proceeds significantly improved our liquidity position and are expected to be sufficient to fund our operating and capital requirements for at least twelve months from the date of issuance of these financial statements. Management evaluated whether these capital raises, together with the Company’s operating plans, alleviate the conditions that initially raised substantial doubt about the Company’s ability to continue as a going concern. Based on the additional capital raised after January 31, 2026 and prior to issuance of these financial statements, management concluded that its plans are probable of being effectively implemented and sufficient to address the Company’s liquidity needs for the twelve month period following issuance. Accordingly, while substantial doubt existed as of January 31, 2026, management’s plans have alleviated that substantial doubt.

Current wording

These capital raises significantly improved our liquidity position and are expected to be sufficient to fund our operating and capital requirements for at least twelve months from the date of issuance of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Management evaluated whether these capital raises, together with our operating plans, alleviate the conditions that initially raised substantial doubt about our ability to continue as a going concern. Based on the additional capital raised during and subsequent to the six months ended April 30, 2026, management concluded that its plans are probable of being effectively implemented and sufficient to address the Company’s liquidity needs for the twelve month period following issuance. Accordingly, while substantial doubt previously existed, the raising of additional capital under the ATM Agreement and management’s plans have alleviated that substantial doubt as of the date of issuance of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

Our condensed consolidated financial statements continue to be prepared on a going-concern basis and do not include any adjustments to the carrying amounts or classification of assets and liabilities that may result from future developments. Additional information regarding our going-concern assessment is provided in Note 3 to the condensed consolidated financial statements.

Current wording

Our condensed consolidated financial statements continue to be prepared on a going-concern basis and do not include any adjustments to the carrying amounts or classification of assets and liabilities that may result from future developments. Additional information regarding our going-concern assessment is provided in Note 3 to the condensed consolidated financial statements, which are included in this Quarterly Report on Form 10-Q.

Previous wording

In connection with our most recent acquisition, we expect to begin recognizing revenue April 1 of next quarter in accordance with applicable accounting standards. The asset is already producing and is expected to approximately double our current production levels, providing near term cash flow and further supporting our strategy of scaling through disciplined, accretive acquisitions.

Current wording

In connection with our December 2025 acquisition of additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region from Novacor Exploration Ltd., we are recognizing revenue from these assets in accordance with applicable accounting standards. The assets are already producing and, based on management’s current expectations, are anticipated to materially expand our production levels, providing near-term cash flow and further supporting our strategy of scaling through disciplined, accretive acquisitions.

Previous wording

At the P.R. Spring project, we continue to monitor production performance at the Asphalt Ridge wells. If sustained production targets are achieved, we may elect to proceed with a definitive agreement under the existing letter of intent; however, we are under no obligation to do so.

Current wording

At the P.R. Spring project, we continue to monitor production performance at the Asphalt Ridge wells. In April 2026, we entered into a written extension with HSO that extended the production-rate deadline under the existing non-binding LOI to May 15, 2028, or such later date as may be further extended by us. We will continue to evaluate whether future production results support proceeding to definitive agreements, although we remain under no obligation to do so.

Previous wording

The additional capital raised through our ATM program represents a transformational step for the Company, enabling us to accelerate the pursuit of larger, higher impact oil and gas acquisitions over the coming quarters. With this strengthened balance sheet, we are now positioned to target projects in both Canada and the United States in the range of 350 to 1,000 barrels per day, significantly expanding our production profile and long term growth potential.

Current wording

The additional capital raised through our ATM program represents a transformational step for the Company, enabling us to accelerate the pursuit of larger, higher impact oil and gas acquisitions over the coming quarters. During the six months ended April 30, 2026, we sold an aggregate of 28,013,007 shares of common stock under the ATM program for total gross proceeds of $24,207,304, with additional proceeds of $2,557,841 raised subsequent to quarter-end. Subsequent to April 30, 2026, on May 6, 2026, we filed Amendment No. 10 to the prospectus supplement under our existing Registration Statement on Form S-3 reflecting that, based on the Company’s public float having exceeded $75 million as of April 14, 2026, the Company is no longer subject to the sales limitations of General Instruction I.B.6 of Form S-3. Following Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement is $65,000,000. This expanded capital capacity enhances our ability to target projects in both Canada and the United States in the range of 350 to 1,000 barrels per day, significantly expanding our production profile and long-term growth potential.

Previous wording

Revenues, net increased for the three months ended January 31, 2026 by approximately $111,374 as compared to the prior period. Revenues from the prior period were from the sale of approximately 180 barrels of oil produced from the HH-1 and the 35X wells located in the McCool Ranch oil field, and current revenues are from the sale of approximately 3,020 barrels of oil from our recently acquired assets in the Lloydminster, Saskatchewan region.

Current wording

Revenues, net increased for the six months ended April 30, 2026 by approximately $296,360 as compared to the prior period. Revenues from the prior period were from the sale of (i) approximately 200 barrels of oil from our McCool Ranch location and (ii) approximately 550 barrels of oil produced from our recently acquired oil and gas assets in the Lloydminster, Saskatchewan region, and current revenues are from the sale of approximately 6,357 barrels of oil from the Lloydminster, Saskatchewan region.

Previous wording

Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory, geological and geophysical costs, delay rentals, and exploratory overhead, and are expensed as incurred. Exploration expenses decreased by a nominal amount as compared to the prior year period due to reduced exploratory costs incurred during the period.

Current wording

Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory, geological and geophysical costs, delay rentals, and exploratory overhead, and are expensed as incurred. Exploration expenses increased as compared to the prior year period due to increased geological and geophysical (“G&G”) costs and delay rentals incurred during the period.

Previous wording

We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. Stock-based compensation expense decreased by approximately $0.4 million for the three months ended January 31, 2026 due to the amortization of approximately 62,500 more options in the prior three month period than in the current period.

Current wording

We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. Stock-based compensation expense decreased by approximately $480,004 for the six months ended April 30, 2026 due to the amortization of approximately 104,000 more options in the prior six month period than in the current period.

Previous wording

Accretion expense increased by $1,102 for the three months ended January 31, 2026 compared to the same period in the prior year. The increase is primarily due to the ARO liability recognized in December 2025 in connection with the acquisition of the Novacor oil and gas assets in Saskatchewan. AROs are recorded at fair value when incurred and subsequently accreted over the expected life of the related asset. As a result, the newly recorded Novacor ARO contributed incremental accretion expense during the current quarter.

Current wording

Accretion expense increased by $4,174 for the six months ended April 30, 2026 compared to the same period in the prior year. The increase is primarily due to the ARO liability recognized in December 2025 in connection with the acquisition of the Novacor oil and gas assets in Saskatchewan. AROs are recorded at fair value when incurred and subsequently accreted over the expected life of the related asset. As a result, the newly recorded Novacor ARO contributed incremental accretion expense during the current quarter.

Previous wording

A comparison of our working capital deficiency is presented below:

Current wording

A comparison of our working capital is presented below:

Previous wording

Current assets decreased primarily due to a $0.2 million reduction in cash, reflecting the use of proceeds from the convertible note issued in the prior quarter. Current liabilities decreased overall, driven by a reduction of approximately $0.3 million in convertible notes, partially offset by a $0.2 million increase in accounts payable.

Current wording

Current assets increased primarily due to a $21.2 million increase in cash, reflecting the proceeds from our ATM offering. Current liabilities decreased by $0.9 million, driven by a reduction of approximately $0.5 million in convertible notes and $0.5 million in accounts payable and accrued liabilities, partially offset by a $0.1 million increase in other current liabilities.

Previous wording

Our cash flows for the three months ended January 31, 2026, in comparison to our cash flows for the three months ended January 31, 2025, can be summarized as follows:

Current wording

Our cash flows for the six months ended April 30, 2026, in comparison to our cash flows for the six months ended April 30, 2025, can be summarized as follows:

Previous wording

Working-capital changes also influenced operating cash flows. Accounts receivable decreased by $12,463, and accounts payable and accrued liabilities increased by $214,409, both of which provided cash. These favorable movements were partially offset by a $39,562 increase in prepaid expenses and other receivables and a $43,397 decrease in other liabilities, both of which used cash. Overall, the combination of a lower net loss, higher non-cash adjustments, and favorable changes in certain working-capital accounts resulted in lower cash used in operating activities compared to the prior-year period.

Current wording

Working-capital changes also influenced operating cash flows. During the six months ended April 30, 2026, an increase of $72,235 in other liabilities provided cash. This favorable movement was partially offset by a $52,146 increase in accounts receivable, a $116,835 increase in prepaid expenses and other receivables and an $83,775 decrease in accounts payable and accrued liabilities, all of which used cash. On a net basis, working capital changes used $180,521 of cash in the current period, comparable to $206,643 used in the prior year period. Overall, while our net loss decreased and working capital movements were modestly favorable period over period, the significantly lower level of non-cash adjustments more than offset these factors, resulting in higher cash used in operating activities for the six months ended April 30, 2026, compared to the same period in the prior year.

Previous wording

Net cash provided by investing activities was $5,472 for the three months ended January 31, 2026, compared to net cash used of $160,779 for the three months ended January 31, 2025. The change primarily reflects the timing of capital expenditures and operator settlements. During the current period, we paid $55,100 for oil and gas property additions, which was more than offset by a $60,572 decrease in amounts due to operators. In the prior-year period, investing cash outflows were driven by approximately $78,165 of capitalized oil and gas property costs and an $82,614 increase in amounts due to operators.

Current wording

Net cash used in investing activities was $56,704 for the six months ended April 30, 2026, compared to net cash used of $453,616 for the six months ended April 30, 2025. The change primarily reflects the timing of capital expenditures and operator settlements. During the six months ended April 30, 2026, we paid $55,242 for oil and gas property additions, which was nominally offset by a $1,462 decrease in amounts due to operators. During the six months ended April 30, 2025, investing cash outflows were driven by approximately $0.4 million for assets acquired at the Lloydminster, Saskatchewan properties.

Previous wording

Since our inception, we have funded our operations primarily through equity and debt financings. We have historically experienced liquidity constraints due to our limited ability to raise capital on acceptable terms and have relied on the issuance of equity and convertible promissory notes to support our operations. During the quarter ended January 31, 2026, we raised approximately $395,000 under our ATM program. Subsequent to January 31, 2026 and through the date of this filing, we raised additional gross proceeds of $18.6 million under the ATM program, resulting in total gross proceeds of approximately $19.0 million raised under the ATM program as of the date of this report.

Current wording

Since our inception, we have funded our operations primarily through equity and debt financings. We have historically experienced liquidity constraints due to our limited ability to raise capital on acceptable terms and have relied on the issuance of equity and convertible promissory notes and sales under our ATM offering programs to support our operations. During the six months ended April 30, 2026, we sold an aggregate of 28,013,007 shares of common stock under the ATM program for total gross proceeds of $24,207,304, with all such sales completed on or before April 13, 2026. Subsequent to April 30, 2026 and through the date of issuance of these condensed consolidated financial statements, we raised additional gross proceeds of $2,557,841 under the ATM program. On May 6, 2026, we filed Amendment No. 10 to the prospectus supplement reflecting that, based on the Company’s public float having exceeded $75 million as of April 14, 2026, the Company is no longer subject to the baby shelf sales limitations under General Instruction I.B.6 of Form S-3. Following Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement is $65,000,000.

Previous wording

These subsequent ATM proceeds significantly strengthened our capital resources by increasing our cash position and reducing our working capital deficit. Based on the additional capital raised after January 31, 2026 and management’s current operating plans, we believe our existing cash resources are sufficient to meet our working capital and capital expenditure needs for at least twelve months from the date of this report.

Current wording

These capital raises significantly strengthened our capital resources by improving our cash position and eliminating our working capital deficit. Based on the additional capital raised during and subsequent to the six months ended April 30, 2026, together with management’s current operating plans, we believe that our existing cash resources are sufficient to meet our working capital and capital expenditure requirements for at least twelve months following the issuance of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

Future capital requirements will depend on a number of factors, including the timing of planned operational activities, the development and operation of wells, and potential acquisitions of additional properties. To the extent that existing capital and expected operating cash flows are not sufficient to fund future activities, we may seek additional financing through equity or debt offerings. There can be no assurance that such financing will be available on favorable terms or at all. Failure to obtain additional financing, if needed, could have a material adverse effect on our financial position, results of operations, and cash flows. See “Going Concern Considerations” above for additional information regarding our liquidity assessment.

Current wording

Future capital requirements will depend on a number of factors, including the timing and scope of planned operational activities, the development and operation of wells, and potential acquisitions of additional oil and gas properties. To the extent that existing capital and expected operating cash flows are not sufficient to fund future activities, we may seek additional financing through equity or debt offerings, including continued sales under the expanded ATM program. There can be no assurance that such financing will be available on favorable terms or at all. Failure to obtain additional financing, if needed, could have a material adverse effect on our financial position, results of operations, and cash flows. See “Going Concern Considerations” above for additional information regarding our liquidity assessment.

Previous wording

In April 2025, the Company acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada. The leases total 320 net acres and are held by production. As of January 31, 2026, the Company remained in compliance with all lease terms. The Company made an additional lease payment of $4,100 during the three months ended January 31, 2026.

Current wording

In April 2025, we acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada. The leases total 320 net acres and are held by production. As of April 30, 2026, we remained in compliance with all lease terms. We made lease payments of $6,175 and $10,275 during the three and six months ended April 30, 2026, respectively.

Previous wording

Under a compensation plan approved on July 11, 2022, non-employee directors are entitled to an annual cash retainer of $50,000, plus an additional $10,000 per Board committee served. Payments are made quarterly in arrears. For the three months ended January 31, 2026 and 2025, we recognized director compensation expense of $75,840 and $59,167, respectively.

Current wording

Under a compensation plan approved on July 11, 2022, non-employee directors are entitled to an annual cash retainer of $50,000, plus an additional $10,000 per Board committee served. Payments are made quarterly in arrears. For the three and six months ended April 30, 2026, we recognized director compensation expense of $67,506 and $143,346, respectively, and for the three and six months ended April 30, 2025, we recognized director compensation expense of $102,508 and $161,675, respectively.

Previous wording

We previously entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”) in connection with its IPO and subsequent private placements. Under these agreements, Spartan received cash fees and warrants to purchase common stock. All warrants issued to Spartan remain outstanding as of January 31, 2026. No new placement agent agreements were entered into, and no additional fees or warrants were incurred or issued during the three months ended January 31, 2026.

Current wording

We previously entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”) in connection with our IPO, subsequent private placements and our first ATM offering, which occurred in September 2024. Under these agreements, with respect to the IPO and subsequent private placements, Spartan received cash fees and warrants to purchase common stock, and cash fees only, with respect to the ATM offering. All warrants issued to Spartan remain outstanding as of April 30, 2026.

Previous wording

The critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended October 31, 2025 continue to be our critical accounting policies for the three months ended January 31, 2026. There have been no material changes to these policies during the current interim period, except as noted below where updates relate to recent acquisitions or current-period activity. Additional information regarding these policies is included in “Note 2 – Summary of Significant Accounting Policies” to our condensed consolidated financial statements.

Current wording

The critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended October 31, 2025 continue to be our critical accounting policies for the six months ended April 30, 2026. There have been no material changes to these policies during the current interim period, except as noted below where updates relate to recent acquisitions or current-period activity. Additional information regarding these policies is included in “Note 2 – Summary of Significant Accounting Policies” to our condensed consolidated financial statements.

Previous wording

During the three months ended January 31, 2026, we continued to evaluate the wells acquired in the April 2025 and December 2025 Novacor acquisitions and the November 2025 Capital Land acquisition. These wells remain in early production and evaluation stages, and we expect to update reserve estimates once additional production history is available. No material changes were made to our capitalization or evaluation policies during the current period.

Current wording

During the six months ended April 30, 2026, we continued to evaluate the wells acquired in the April 2025 and December 2025 Novacor acquisitions and the November 2025 Capital Land acquisition. These wells remain in early production and evaluation stages, and we expect to update reserve estimates once additional production history is available. No material changes were made to our capitalization or evaluation policies during the current period.

Previous wording

During the three months ended January 31, 2026, we monitored commodity prices, production trends, and operating results for indicators of impairment. No triggering events were identified that required an impairment charge during the period. Our impairment methodology remains unchanged from that disclosed in our Form 10-K.

Current wording

During the six months ended April 30, 2026, we monitored commodity prices, production trends, and operating results for indicators of impairment. No triggering events were identified that required an impairment charge during the period. Our impairment methodology remains unchanged from that disclosed in our Form 10-K.

Previous wording

During the three months ended January 31, 2026, the Company recorded an initial ARO liability of approximately $124,201 (USD) in connection with the December 2025 acquisition of oil and gas assets from Novacor Exploration Ltd. The ARO was measured based on well-specific abandonment and reclamation cost estimates included in the independent Petrotech reserve and economics report, which was prepared in accordance with COGE Handbook standards and served as an input in the valuation basis for the acquired petroleum assets.

Current wording

During the first quarter of fiscal 2026, the Company recorded an initial ARO liability of approximately $124,201 (USD) in connection with the December 2025 acquisition of oil and gas assets from Novacor Exploration Ltd. The ARO was measured based on well-specific abandonment and reclamation cost estimates included in the independent Petrotech reserve and economics report, which was prepared in accordance with COGE Handbook standards and served as an input in the valuation basis for the acquired petroleum assets.

Previous wording

During the three months ended January 31, 2026, the only fair value measurement performed related to the valuation of publicly traded common stock issued as consideration in connection with the December 2025 Novacor acquisition. Because the fair value of this equity consideration is based on quoted market prices for our common stock, this measurement is classified as a Level 1 fair value measurement.

Current wording

During the first half of fiscal 2026, the only fair value measurement performed related to the valuation of publicly traded common stock issued as consideration in connection with the December 2025 Novacor acquisition. Because the fair value of this equity consideration is based on quoted market prices for our common stock, this measurement is classified as a Level 1 fair value measurement.

Previous wording

There have been no new accounting pronouncements issued during the three months ended January 31, 2026 that are expected to have a material impact on our condensed consolidated financial statements.

Current wording

There have been no new accounting pronouncements issued during the six months ended April 30, 2026 that are expected to have a material impact on our condensed consolidated financial statements.