Trio Petroleum Corp

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2026

NOTE 1 –NATURE OF THE ORGANIZATION AND BUSINESS

Company Overview

Trio Petroleum Corp (“Trio Petroleum,” the “Company,” or “TPET”) is a Delaware-incorporated oil and gas exploration and development company headquartered in Malibu, California. The Company focuses on acquiring, financing, and operating oil and gas projects in the United States and Canada. Its current portfolio includes the South Salinas Project in Monterey County, California, the PR Spring 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 in February 2024 at the McCool Ranch Oil Field in California. Operations at McCool Ranch were discontinued in May 2025, and all related leases were terminated. Revenues from the Company’s Saskatchewan assets, acquired through the Novacor transaction in April 2025, continued through the six months ended April 30, 2026. As of April 30, 2026, all producing wells were located in Saskatchewan.

Operational Focus

The Company continues to shift its operational emphasis toward jurisdictions with more favorable economic conditions, including Utah and Canada, while maintaining its interests in California. The South Salinas Project remains in evaluation status, and no proved reserves have been established as of April 30, 2026.

Canadian Operations and Recent Acquisitions

Trio Petroleum Canada Corp (“Trio Canada”), a wholly owned subsidiary formed in March 2025, holds the Company’s Canadian assets. During the first quarter of fiscal 2026, Trio Canada completed two additional acquisitions of oil and gas assets in Canada. On November 3, 2025, the Company acquired certain unproved petroleum and natural gas lease rights in Alberta for cash and common stock consideration. On December 30, 2025, the Company acquired additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region, with consideration paid in common stock. Both transactions are being accounted for as asset acquisitions under ASC 805-50, and the acquired assets have been recorded as unproved oil and gas properties.

Equity Offering

On January 9, 2026, the Company entered into an At Market Issuance Sales Agreement (“ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), permitting the sale of shares of its common stock from time to time. During the six months ended April 30, 2026, the Company continued to utilize the ATM program and, through April 13, 2026, sold an aggregate of 28,013,007 shares of common stock for total gross proceeds of $24,207,304. Ladenburg is entitled to compensation of up to 3.0 percent of the gross proceeds from each sale. The Company intends to use the proceeds from the ATM program to fund ongoing operations, development activities, and general corporate purposes.

Emerging Growth Company

The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and has elected to use the extended transition period for adopting new or revised accounting standards.

Subsequent Events

The Company evaluated subsequent events after April 30, 2026 through the date these condensed consolidated financial statements were issued. Subsequent to April 30, 2026, the Company (i) continued to sell shares of its common stock under its ATM Agreement with Ladenburg, raising additional gross proceeds of approximately $2,557,841, and filed Amendment No. 10 to the related prospectus supplement; (ii) held its annual meeting of stockholders, at which the stockholders approved an authorization to effect a reverse stock split and an increase in the number of shares reserved under the 2022 Equity Incentive Plan; and (iii) through its Compensation Committee, approved certain executive and director compensation actions, including one-time restricted share grants under the 2022 Equity Incentive Plan. These subsequent events are described in Note 10 – Subsequent Events. Other than as described herein and in Note 10, management did not identify any events requiring recognition or additional disclosure.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

*Basis of Presentation and Consolidation *

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required for complete annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended October 31, 2025. The condensed consolidated financial statements include the accounts of Trio Petroleum Corp and its wholly owned subsidiary, Trio Petroleum Canada Corp, and all significant intercompany balances and transactions have been eliminated. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended April 30, 2026 are not necessarily indicative of results for the full fiscal year.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Significant estimates include the evaluation of oil and natural gas properties, asset retirement obligations, the assessment of unproved properties, the valuation of equity-based transactions, and the determination of deferred tax assets and related valuation allowances. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of April 30, 2026, cash and cash equivalents included $21,020,685 held in the Vanguard Treasury Money Market Fund (VUSXX), a government money market fund maintained at Oppenheimer & Co. The Vanguard Treasury Money Market Fund invests in U.S. Treasury obligations, maintains a stable net asset value of $1.00 per share, and provides daily liquidity. The Company’s bank deposit account balances may exceed federally insured limits. Dividend and interest income earned on cash and cash equivalents, including amounts earned on holdings in the Vanguard Treasury Money Market Fund, is recognized as earned and is included in other income (expense), net in the condensed consolidated statements of operations. During the three and six months ended April 30, 2026, the Company recognized dividend income of $20,685 from its money market fund holdings.

Concentration of Credit Risk

As of April 30, 2026, the Company maintained approximately $21,020,685 in the Vanguard Treasury Money Market Fund held at Oppenheimer & Co., Inc. The fund invests in U.S. Treasury obligations and is not subject to FDIC insurance. The Company’s bank deposit balances may exceed federally insured limits. The Company evaluates the creditworthiness of its financial institutions and the underlying investments of any money market funds in which it invests.

Foreign Currency Translation

The Company’s reporting currency is the United States dollar. The functional currency of Trio Petroleum Canada Corp is the Canadian dollar. Assets and liabilities of the foreign subsidiary are translated at exchange rates in effect at the balance sheet date, and income and expense items are translated at average exchange rates for the period. Resulting translation adjustments are recorded in accumulated other comprehensive income. Foreign currency transaction gains and losses are recognized in earnings as incurred.

Oil and Gas Properties

The Company applies the successful efforts method of accounting for its oil and natural gas properties. Geological and geophysical costs, delay rentals, and exploratory costs are expensed as incurred. Costs of exploratory wells are capitalized pending the determination of whether proved reserves have been found; if proved reserves are not established, the related costs are expensed. Costs to acquire mineral interests, drill and equip exploratory wells that find proved reserves, and drill and equip development wells are capitalized. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, and future development plans. Proved properties are depleted using the unit-of-production method based on estimated proved reserves. The Company evaluates its long-lived assets, including proved oil and natural gas properties, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Asset Retirement Obligations

The Company recognizes asset retirement obligations for the estimated future costs of plugging and abandoning oil and natural gas wells. The fair value of the obligation is recorded in the period in which the liability is incurred, with a corresponding increase to the carrying amount of the related asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. The obligation is adjusted for revisions in estimated timing or amount of expected cash flows.

Revenue Recognition

Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s revenues are derived from the sale of crude oil. Control transfers to the customer at the time of delivery, which is the point at which revenue is recognized. Revenue is measured based on the consideration specified in the contract, which may include adjustments for market differentials and transportation-related charges. The Company’s oil is sold to a single customer, and payment is typically received in the month following delivery.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities and for net operating loss carryforwards. A valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. The Company’s deferred tax assets continue to be fully reserved. The Company recognizes the effect of uncertain tax positions only when it is more likely than not that such positions will be sustained upon examination. Interest and penalties related to uncertain tax positions are recognized in income tax expense.

Fair Value Measurements

The Company measures certain assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurements. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of equity consideration issued in connection with asset acquisitions is measured based on the market price of the Company’s common stock on the acquisition date, without adjustment for resale restrictions. The carrying amounts of cash, payables, and other short-term financial instruments approximate fair value due to their short-term nature. Certain estimates used in evaluating oil and natural gas properties and asset retirement obligations involve significant unobservable inputs and are therefore classified as Level 3 measurements.

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 period. Diluted net loss per share is the same as basic net loss per share because the inclusion of potentially dilutive securities would be anti-dilutive.

Environmental Expenditures

Environmental expenditures are expensed or capitalized depending on their nature and future economic benefit. Expenditures that relate to ongoing environmental compliance are expensed as incurred, while expenditures that improve the future economic benefit of an asset are capitalized.

Recent Accounting Pronouncements

Management has evaluated recently issued accounting pronouncements and has determined that none are expected to have a material impact on the Company’s condensed consolidated financial statements.

Reclassifications

Certain prior-period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income or stockholders’ equity.

NOTE 3 –GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of April 30, 2026, the Company had cash of approximately $22,098,186 and working capital of approximately $21,459,026. The Company has incurred significant losses since inception and, as of April 30, 2026, had an accumulated deficit of approximately $29,735,797. The Company has also experienced negative cash flows from operations. These factors previously raised substantial doubt about the Company’s ability to continue as a going concern.

During the six months ended April 30, 2026, the Company sold an aggregate of 28,013,007 shares of common stock under its ATM Agreement with Ladenburg 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, the Company sold an additional 6,159,229 shares of common stock under the ATM Agreement for aggregate gross proceeds of $2,557,841. In addition, on May 6, 2026, the Company filed Amendment No. 10 to the prospectus supplement, reflecting that the Company is no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3 based on the Company’s public float having exceeded $75 million as of April 14, 2026. Following Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement is $65,000,000. These capital raises and the expanded ATM capacity available going forward significantly improved the Company’s liquidity position and, together with management’s operating plans, are expected to be sufficient to fund the Company’s operating and capital requirements for at least twelve months from the date these condensed consolidated financial statements are issued.

Management evaluated whether the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated. Based on the additional capital raised during the six months ended April 30, 2026, the expanded ATM capacity available subsequent to the balance sheet date, and management’s operating plans, 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 the issuance of these condensed consolidated financial statements. Accordingly, substantial doubt does not exist as of the date these condensed consolidated financial statements are issued.

These condensed consolidated financial statements have been prepared on a going-concern basis and 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 Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is derived from the sale of crude oil, and control transfers to the customer at the time of delivery. Revenue is measured based on the consideration specified in the contract, which may include adjustments for market differentials and transportation-related charges. The Company sells its crude oil to a single customer, and payment is typically received in the month following delivery.

Revenue for the three and six months ended April 30, 2026 was generated entirely from oil sales produced from the Company’s Saskatchewan properties. The following table presents revenue disaggregated by product type for the periods presented:

There wereno contract assets, contract liabilities, or remaining performance obligations as of April 30, 2026 or October 31, 2025.

Significant concentrations of credit risk

The Company’s revenue is concentrated with a single customer who purchases crude oil produced from the Company’s Canadian operations. Changes in regional market conditions, commodity pricing, or regulatory environments in Saskatchewan could materially impact future revenues.

NOTE 5 –OIL AND NATURAL GAS PROPERTIES

The following tables summarize the Company’s oil and gas activities.

The Company applies the successful efforts method of accounting for its oil and natural gas properties. Costs of geological and geophysical activities, delay rentals, and exploratory activities are expensed as incurred. Costs of exploratory wells are capitalized pending the determination of whether proved reserves have been found; if proved reserves are not established, the related costs are expensed. Costs to acquire mineral interests and to drill and equip exploratory and development wells that find proved reserves are capitalized. Unproved properties are not amortized and are assessed periodically for impairment based on remaining lease terms, drilling results, and future development plans. Proved properties are depleted using the unit-of-production method based on estimated proved reserves. The Company evaluates its long-lived assets, including proved oil and natural gas properties, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

During the first quarter of fiscal 2026, the Company completed two asset acquisitions in Canada that were accounted for as asset acquisitions under ASC 805-50. On November 3, 2025, the Company acquired certain unproved petroleum and natural gas lease rights located in Alberta, Canada from Capital Land Services Ltd. Total consideration consisted of CAD $150,000 in cash and CAD $150,000 in common stock, measured at the fair value of the Company’s unrestricted common shares on the acquisition date in accordance with ASC 820 and SEC Staff Accounting Bulletin Topic 5.T. The acquired mineral lease was recorded as an unproved oil and gas property and is not subject to amortization. The agreement includes a contingent 1% gross overriding royalty; because the obligation was not probable or estimable at the acquisition date, no liability was recognized under ASC 450.

On December 30, 2025, the Company acquired additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region from Novacor Exploration Ltd. for total consideration of CAD $1,000,000, payable in restricted common shares. The number of shares issued was determined using the five-day volume-weighted average price prior to closing, translated into Canadian dollars using the Bank of Canada exchange rate. In accordance with ASC 820, the equity consideration was measured at the fair value of the Company’s unrestricted common stock on the acquisition date. The acquired assets include working interests in petroleum and natural gas rights, mineral leases, wells, surface rights, and related equipment. The assets were recorded as unproved oil and gas properties and are subject to periodic impairment evaluation. The Accounting Adjustment Date of April 1, 2026 governs settlement of pre- and post-closing revenues and expenses but does not affect the acquisition date for accounting purposes. The Seller will continue to act as operator until the Buyer satisfies regulatory requirements; this arrangement represents a service contract and does not affect the recognition or measurement of the acquired assets.

In connection with the Novacor acquisition, the Company recognized an initial asset retirement obligation of approximately CAD $169,125 (USD $124,201) related to the abandonment and reclamation of the acquired wells. The ARO was measured using abandonment 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 of the acquired petroleum assets. No changes in estimate were recorded during the six months ended April 30, 2026.

As of April 30, 2026, all Canadian properties acquired during the period were classified as unproved oil and gas properties. No impairment indicators were identified during the six months ended April 30, 2026.

NOTE 6 –RELATED PARTY TRANSACTIONS

South Salinas Project – Related Party

Trio LLC operates the South Salinas Project on behalf of the Company under a Joint Operating Agreement. Trio LLC holds a 3.8% working interest in the project, and the Company holds an 85.775% working interest. The Company provides funds to Trio LLC to conduct development and operating activities, which are recorded as Advance to Operators or Due to Operators. As of April 30, 2026, the balance of Due to Operators was $4,206; as of October 31, 2025, the balance was $5,668.

McCool Ranch Oil Field Asset Purchase – Related Party

On May 27, 2025, the Company terminated the McCool Ranch Oil Field leases previously acquired from Trio LLC. All capitalized costs totaling $500,614 were written off during fiscal 2025. No additional activity occurred during the six months ended April 30, 2026.

Director RSUs – June 19, 2024 Grant

On June 19, 2024, 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, and the remaining 27,500 RSUs were granted in the following quarter at a grant-date fair value of $3.32 per share.

As of October 31, 2025, the Company had $37,793 of unrecognized compensation cost related to these awards. During the three and six months ended April 30, 2026, the Company recognized $8,862 and $37,793 of stock-based compensation expense, withno unrecognized compensation cost remaining as of April 30, 2026. During the three and six months ended April 30, 2025, the Company recognized $39,488 and $75,767 of stock-based compensation expense, with $119,432 in unrecognized compensation cost remaining as of April 30, 2025.

Other Executive and Director RSUs

All other RSU awards previously granted to directors and executives were fully vested and fully expensed as of January 31, 2026. There wereno new RSU grants, modifications or other related-party equity compensation arrangements during the three and six months ended April 30, 2026, and no other unrecognized compensation cost remained outstanding as of that date.

Consulting Agreement – Chief Financial Officer

The Company’s prior independent contractor agreement with its Chief Financial Officer expired on December 31, 2025. Effective January 1, 2026, the Company entered into a new independent contractor agreement under which he receives a monthly fee of $15,000 for his services, along with reimbursement of pre-approved expenses incurred in connection with such services upon presentation of reasonably acceptable invoices and receipts.

Consulting Agreement – Stanford Eschner

On August 1, 2025, the Company entered into a consulting agreement with Mr. Stanford Eschner following his resignation as Vice Chairman and director. Under the agreement, Mr. Eschner receives a monthly fee of $4,167 and a one-time grant of 15,000 shares of common stock. For the first quarter of fiscal 2026, the Company recognized consulting fees of $8,334, with no unrecognized compensation cost remaining as of January 31, 2026.

Loan to Trio Canada

On April 4, 2025, the Company entered into a Loan and Note Purchase Agreement with Trio Petroleum Canada Corp, issuing athree-year promissory note in the principal amount of $1,131,000 bearing interest at 12% per annum. As of October 31, 2025, $700,665 of the loan proceeds had been utilized, and the remaining unused portion was $430,335.

During the six months ended April 30, 2026, the Company paid $54,613 in cash and $104,227 in equity consideration for payment in the Capital Land asset acquisition; the Company also issued $748,649 in equity consideration for payment in the Novacor asset acquisition. As of April 30, 2026, the outstanding principal balance of the Subsidiary Loan was $661,049, which amount due is in addition to the outstanding principal due for the fully funded promissory note of $1,131,000.

Executive and Director Compensation – Subsequent Event

Subsequent to April 30, 2026, the Compensation Committee approved certain compensation actions for the Company’s Chief Executive Officer, Chief Financial Officer, and non-employee directors. These actions included an increase in the Chief Executive Officer’s base salary and bonus opportunity, a 15% increase in non-employee director cash compensation, and one-time restricted share grants to the officers and directors totaling 3,300,000 shares under the 2022 Equity Incentive Plan, in each case vesting upon issuance. These arrangements were approved after the balance sheet date, and no related amounts have been recognized in the condensed consolidated financial statements as of and for the periods ended April 30, 2026. See Note 10 – Subsequent Events for additional information.

NOTE 7 –COMMITMENTS AND CONTINGENCIES

Legal Matters

Class Action Settlement Recovery

On February 20, 2026, the Company received approximately $43,532 representing its distribution from a class action settlement involving BF Borgers CPA PC (“Borgers”), the Company’s former independent registered public accounting firm. The settlement, captioned Electronic Servitor Publication Network V BF Borgers, Case No. 2024CV030771 (the “Settlement”), was administered by CPT Group, Inc. as the court-appointed settlement administrator. The Company’s recovery was determined by the settlement administrator based on the Company’s status as a class member, and the settlement amount is reportable on Internal Revenue Service Form 1099-MISC.

Borgers served as the Company’s independent registered public accounting firm and audited the Company’s consolidated financial statements for the fiscal years ended October 31, 2023 and October 31, 2022. The Audit Committee of the Board of Directors dismissed Borgers on May 6, 2024, as previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2024, following the Commission’s Rule 102(e) order entered against Borgers on May 3, 2024.

The settlement income is included in “Settlement income” within other income (expense), net in the condensed consolidated statements of operations for the three and six months ended April 30, 2026. The Company does not anticipate any further recovery from this matter, and no related receivable or contingent gain has been recorded.

Settlement of Legal Fees

In connection with the March 2026 settlement of legal fees described in Note 9 –Settlement of Legal Fees, the Company agreed to use commercially reasonable efforts to file a resale registration statement on Form S-3 within 20 days of the issuance date covering the 446,149 shares issued in the settlement, and to use commercially reasonable efforts to cause and maintain its effectiveness. On April 3, 2026, the Company filed a Registration Statement on Form S-3 (File No. 333-294870) registering the resale of these 446,149 shares together with 912,875 shares previously issued to Novacor Exploration Ltd. in the December 2025 Novacor Acquisition (see Note 5). The Registration Statement was declared effective on April 13, 2026. The Settlement Agreement does not provide for cash penalties or other transfers of consideration in the event of any failure to file or maintain effectiveness, and accordingly no liability has been recognized.

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. As of April 30, 2026, the Company was not involved in any material pending legal proceedings.

Unproved Property Leases

South Salinas Project

The Company holds various leases related to unproved properties in the South Salinas Project. Two leases with the same lessor remain active:

All additional South Salinas leases entered into during 2023 were abandoned during fiscal 2025 following an evaluation of economic and operational factors. No further obligations remain under the abandoned leases.

• Property Leases Held by Production – Saskatchewan, Canada*

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

Board of Directors Compensation

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, the Company recognized director compensation expense of $67,506 and $143,346, respectively, and for the three and six months ended April 30, 2025, the Company recognized director compensation expense of $102,508 and $161,675, respectively.

Agreements with Advisors

Spartan Capital Securities, LLC

The Company previously entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”) in connection with its IPO, subsequent private placements and its 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.

Ladenburg, Thalman & Co. Inc.

On January 9, 2026, the Company entered into an ATM Agreement with Ladenburg as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell shares of its common stock from time to time through the Sales Agent. The Company concurrently filed a prospectus supplement covering the sale of shares having an initial aggregate offering price of up to $3,600,000, under its existing shelf Registration Statement on Form S-3 (File No. 333-281813), which became effective on September 10, 2024. Sales, if any, are made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through the NYSE American.

Under the ATM Agreement, the Company designates the maximum number of shares and a minimum price for any sale and has no obligation to sell any shares. The Company or the Sales Agent may suspend or, upon written notice, terminate the ATM Agreement at any time in its sole discretion, and the ATM Agreement will automatically terminate upon the sale of all shares covered by the agreement. The Sales Agent is entitled to compensation of up to 3.0% of the gross proceeds from any shares sold under the ATM Agreement, and the Company has agreed to provide customary indemnification and contribution to the Sales Agent, including for liabilities under the Securities Act.

During the six months ended April 30, 2026, the Company sold an aggregate of 28,013,007 shares of common stock under the ATM Agreement for total gross proceeds of $24,207,304, with all such sales completed on or before April 13, 2026, resulting in net proceeds of $23,480,763 after Sales Agent commissions of approximately $726,219 (3.0% of gross proceeds) and other offering costs. As of April 30, 2026, the Company had sold substantially all of the shares then available under the prospectus supplement, as amended through April 10, 2026 to an aggregate offering amount of $24,208,000. Subsequent to April 30, 2026, on May 6, 2026, the Company 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 common stock available for sale under the ATM Agreement is $65,000,000. Through the date of this filing, the Company sold an additional 6,159,229 shares of common stock under the ATM Agreement for aggregate gross proceeds of $2,557,841.

NOTE 8 –NOTES PAYABLE

As of April 30, 2026, the Company had no outstanding notes payable. The remaining balance related to the August 2025 Financing was fully settled during the current quarter. All other notes disclosed in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025 were fully repaid, converted, or otherwise extinguished prior to the current reporting period.

The following table summarizes notes payable as of April 30, 2026 and October 31, 2025:

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 placement agent fees of $71,400 and legal fee reimbursements of $20,000, 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:

subject to a floor price of $0.72, which may adjust under certain circumstances but not below $0.22.

The Notes also include 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 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 recognized loss on conversion of $95,931, 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.

Between December 2, 2025 and February 13, 2026, investors converted $630,000 of principal under the Notes into 1,026,538 shares of common stock at conversion prices between $0.40 and $0.75 per share. The fair value of the shares issued exceeded the contract principal amounts converted, resulting in a recognized loss on conversion of approximately $84,517, which was recorded in the condensed consolidated statement of operations. In addition, the aggregate principal amounts converted exceeded the principal balance recorded as outstanding by approximately $5,000; the Company recognized this excess as a loss on extinguishment of liabilities in connection with the conversion. Loss on conversion and loss on extinguishment associated with the Notes are presented within “Loss on conversion” and “(Gain) loss on extinguishment,” respectively, in the condensed consolidated statements of operations. During the three and six months ended April 30, 2026, the Company recognized $22,125 and $157,825 of non-cash interest expense, respectively, related to the amortization of debt discounts. As of April 30, 2026, the outstanding principal balance of the Notes was zero.

NOTE 9 –STOCKHOLDERS’ EQUITY

Common Shares

The Company is authorized to issue 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. As of April 30, 2026, the Company had 41,187,954 shares of common stock issued and outstanding; as of October 31, 2025, the Company had 9,047,658 shares of common stock issued and outstanding.

Consultant Issuances

On January 1, 2026, the Company issued 50,000 shares of common stock to a consultant as payment for services to be provided from January 1, 2026 through June 30, 2026. The shares were valued at $0.819 per share, resulting in total compensation of $40,950.

Because the shares were issued in advance of the service period, the Company is recognizing expense on a straight-line basis over the six-month term of the agreement. For the three and six months ended April 30, 2026, the Company recognized $20,136 and $27,149, respectively, of stock-based compensation expense, and the remaining $13,801 is recorded as prepaid consulting fees as of April 30, 2026.

Issuances to Executives and Directors

There wereno issuances of common stock to executives or directors during the three and six months ended April 30, 2026. All shares issued to executives and directors during the prior quarter related to awards that were granted and fully vested in the prior fiscal year, and all associated compensation expense had been fully recognized as of January 31, 2026. No additional stock-based compensation expense was recorded during the current quarter.

Debt Conversions

During the three and six months ended April 30, 2026, the Company issued 428,046 and 1,026,538 shares of common stock, respectively, to investors upon conversion of principal under the August 2025 convertible promissory notes. The shares were issued at fair values between $0.40 and $0.75 per share, for total values of $208,014 and $714,517 for the three and six months ended April 30, 2026, respectively.

The fair value of the shares issued exceeded the principal amounts settled, resulting in losses on conversion for the three and six months ended April 30, 2026 of $13,014 and $84,517, respectively, which were recognized in the condensed consolidated statement of operations. In addition, principal amounts converted exceeded the principal balance recorded as outstanding by approximately $5,000 during the three months ended April 30, 2026, which the Company recognized as a loss on extinguishment of liabilities. See Note 8.

Asset Acquisition Issuances

During the six months ended April 30, 2026, the Company issued shares of common stock as consideration for asset acquisitions completed in the first quarter, as previously disclosed in the Company’s Form 10-Q for the period ended January 31, 2026. These issuances related to the Capital Lands acquisition and the December 2025 Novacor acquisition, and the associated amounts were capitalized as unproved oil and gas properties. There were no additional issuances of common stock for asset acquisitions during the three months ended April 30, 2026.

At-the-Market (“ATM”) Offering Program

During the three and six months ended April 30, 2026, the Company sold 27,539,843 and 28,013,007 shares, respectively, of common stock under its at-the-market offering program, generating gross proceeds of $23,812,711 and $24,207,304. Net proceeds after commissions and offering costs totaled $23,098,244 and $23,480,763, respectively.

Stock-based Compensation – Restricted Shares

During the three and six months ended April 30, 2026, the Company recognized $41,090 and $125,962 of stock-based compensation expense, respectively, related to restricted share awards that continue to vest over their respective service periods. During the three and six months ended April 30, 2025, the Company recognized $115,652 and $605,966 of stock-based compensation expense, respectively, related to restricted share awards that continue to vest over their respective service periods. These awards were granted in prior fiscal periods and vest based on continued service. As of April 30, 2026, no unrecognized compensation cost remained related to these restricted share awards.

Settlement of Legal Fees

On March 24, 2026, the Company entered into a Settlement Agreement and Release with McDermott Will & Schulte LLP (“McDermott”) to resolve outstanding legal fees totaling $392,700 for services previously rendered. Pursuant to the Settlement Agreement, the Company issued 446,149 restricted shares of its common stock in full settlement of the liability. The number of shares issued was determined under the Settlement Agreement based on the lower of (i) $1.00 per share or (ii) a 10% discount to the five-day average closing price of the Company’s common stock prior to the agreement date. This share-count formula governed the contractual settlement and did not determine the fair value of the shares for accounting purposes, which was measured separately as described below.

The Company accounted for the transaction as an extinguishment of a liability in accordance with ASC 405-20. The shares issued were measured at their fair value on the issuance date based on the closing price of the Company’s common stock on the NYSE American of $0.85 per share, or $379,227 in the aggregate. Of the total fair value, $45 was recorded as common stock at par value and $379,182 was recorded as additional paid-in capital. The difference between the $392,700 carrying amount of the extinguished liability and the $379,227 fair value of the shares issued resulted in a gain on extinguishment of liabilities of approximately $13,473. This gain is presented within the (Gain) loss on extinguishment line in the condensed statements of operations, net of a $5,000 loss on extinguishment recognized in connection with the convertible note conversions described in Note 8, for net other income of $8,473 for the three and six months ended April 30, 2026.

In connection with the settlement, the Company agreed to use commercially reasonable efforts to file a resale registration statement on Form S-3 covering the shares issued within 20 days following the issuance date. The Settlement Agreement does not provide for cash penalties or other transfers of consideration in the event of delays in filing or maintaining the effectiveness of the registration statement. Accordingly, no liability has been recorded for these registration obligations.

Warrants

A summary of the warrant activity during the six months ended April 30, 2026 is presented below:

A summary of the warrant activity during the six months ended April 30, 2025 is presented below:

A summary of outstanding and exercisable warrants as of April 30, 2026 is presented below:

Stock Options

A summary of option activity during the six months ended April 30, 2026 is presented below:

A summary of option activity during the six months ended April 30, 2025 is presented below:

A summary of outstanding and exercisable options as of April 30, 2026 is presented below:

NOTE 10 –SUBSEQUENT EVENTS

ATM Program

On May 6, 2026, the Company filed Amendment No. 10 to the prospectus supplement under its existing Registration Statement on Form S-3, reflecting that the Company is no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. The Company’s aggregate market value of common stock held by non-affiliates had exceeded $75 million as of April 14, 2026, qualifying the Company to remove the I.B.6 sales limitations. Following Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement is $65,000,000, and the maximum aggregate offering amount under the ATM Agreement was increased to $89,208,000 (inclusive of shares previously sold). Subsequent to April 30, 2026 and through the date these condensed consolidated financial statements were issued, the Company sold an aggregate of 6,159,229 shares of common stock under the ATM Agreement for aggregate gross proceeds of $2,557,841. As of June 10, 2026,44,267,674 shares of common stock were issued and outstanding; the remaining 3,079,506 shares sold under the ATM Agreement settled on June 11, 2026 and were not included in shares outstanding as of June 10, 2026.

2026 Annual Stockholders Meeting

On May 21, 2026, the Company held its annual meeting of stockholders. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock, if deemed necessary by the Board of Directors, at a ratio of not less than one-for-two and not more than one-for-ten, with the exact ratio to be determined by the Board in its discretion. As of the date these condensed consolidated financial statements were issued, the Board had not determined a final ratio, and no reverse stock split had been effected; accordingly, no retroactive adjustment to share or per-share amounts has been reflected in these condensed consolidated financial statements. The Company’s stockholders also approved an amendment to the Company’s 2022 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,500,000 shares, from 2,952,383 shares to 6,452,383 shares.

Executive and Director Compensation Arrangements

On June 2, 2026, the Compensation Committee of the Board of Directors approved certain compensation actions for the Company’s executive officers and non-employee directors, including changes to the Chief Executive Officer’s compensation, one-time restricted share grants under the Company’s 2022 Equity Incentive Plan, and an increase in non-employee director cash compensation.

With respect to the Chief Executive Officer, the Compensation Committee approved (i) an increase in his annual base salary from $400,000 to $600,000, effective June 1, 2026; (ii) an increase in his maximum annual discretionary cash bonus from 100% to 200% of his annual base salary actually received in the applicable year; (iii) a one-time restricted share grant of 1,500,000 shares of common stock, vesting upon issuance; and (iv) a cash bonus of $300,000, payable on August 1, 2026.

With respect to the Chief Financial Officer, the Compensation Committee approved a one-time restricted share grant of 200,000 shares of common stock, vesting upon issuance.

The Compensation Committee also approved one-time restricted share grants to the Company’s non-employee directors, vesting upon issuance, totaling 1,600,000 shares (James Blake -325,000 shares; William Hunter -450,000 shares; Thomas Pernice -500,000 shares; and John Randall -325,000 shares), and a 15% increase in annual cash compensation for non-employee directors, increasing the annual retainer from $50,000 to $57,500 and committee service compensation from $10,000 to $11,500 per committee.

The restricted share grants described above, totaling 3,300,000 shares, were made under the Company’s 2022 Equity Incentive Plan and vest upon issuance. The associated stock-based compensation expense will be measured at the grant-date fair value and recognized in accordance with ASC 718. No amounts related to these arrangements have been recognized in the accompanying condensed consolidated financial statements as of and for the periods ended April 30, 2026.