Trio Petroleum Corp

Previous wording

You should read the following discussion and analysis of financial condition and operating results together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our Form 10-K for the year ended October 31, 2025, filed with the SEC on January 20, 2026 (“our Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those in this Quarterly Report on Form 10-Q, as well as the risk factors set forth in the section titled “Risk Factors” included in our Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.

Current wording

You should read the following discussion and analysis of financial condition and operating results together with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our Form 10-K for the year ended October 31, 2025, filed with the SEC on January 20, 2026 (the “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those in this Quarterly Report on Form 10-Q, as well as the risk factors set forth in the section titled “Risk Factors” included in our Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.

Previous wording

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Trio Petroleum Corp.

Current wording

Throughout this report, unless the context requires otherwise, the terms (i) “our,” “we,” “us,” and the “Company” refer to Trio Petroleum Corp and (ii) “common stock” refers to our common stock, par value $0.0001 per share.

Previous wording

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:

Current wording

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “aim”, “goal”, “will,” or “would” or the negative of these terms or other similar expressions pertaining to the future, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:

Previous wording

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report, whether as a result of any new information, future events or otherwise.

Current wording

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” in the Form 10-K and elsewhere in this Quarterly Report and our other filings with the Securities and Exchange Commission. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not undertake to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

Previous wording

We are a California-based oil and gas exploration and development company with operations in Monterey County, California, Uintah County, Utah, and the Lloydminster region of Saskatchewan, Canada. Our strategy continues to focus on acquiring and developing assets that provide near-term production, long-term development potential, and opportunities for value creation through targeted operational investment.

Current wording

We are an oil and gas exploration and development company headquartered in Boca Raton, Florida, with operations in Monterey County, California, Uintah County, Utah, the Lloydminster region of Saskatchewan, Canada, and the County of Vermilion River, Alberta, Canada. Our strategy continues to focus on acquiring and developing assets that provide near-term production, long-term development potential, and opportunities for value creation through targeted operational investment.

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 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.

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 nine months ended July 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.

Previous wording

In January 2026, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), permitting the initial sale of up to $3,600,000 of common stock from time to time at our discretion. 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. As of April 14, 2026, our public float exceeded $75 million and we are no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. On May 6, 2026, we filed Amendment No. 10 to the prospectus supplement to reflect the removal of the I.B.6 sales limitations, and the aggregate amount of shares available for sale under the ATM Agreement is $65,000,000. These proceeds and the expanded ATM capacity provide significant financial flexibility to support our development plans, including ongoing work in Canada and continued advancement of permitting and strategic initiatives at South Salinas.

Current wording

In January 2026, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), under which we sold an aggregate of 3,860,043 shares of common stock during the nine months ended July 31, 2026 for total gross proceeds of $26,994,847. These proceeds provide significant financial flexibility to support our development plans, including ongoing work in Canada and continued advancement of permitting and strategic initiatives at South Salinas. See “Recent Developments - Ladenburg ATM Agreement” below.

Previous wording

During the second quarter of fiscal 2026, we filed a series of amendments to the prospectus supplement to update the number of shares eligible for sale under General Instruction I.B.6 of Form S-3. These amendments, filed on March 3, 2026, March 4, 2026, March 5, 2026, March 10, 2026, March 30, 2026, April 6, 2026, April 7, 2026, April 8, 2026, and April 10, 2026, progressively increased the maximum aggregate offering amount available under the ATM program to $24,208,000 as of April 10, 2026. During the six months ended April 30, 2026, we 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.

Current wording

During the second quarter of fiscal 2026, we filed a series of amendments to the prospectus supplement to update the number of shares eligible for sale under General Instruction I.B.6 of Form S-3. These amendments, filed on March 3, 2026, March 4, 2026, March 5, 2026, March 10, 2026, March 30, 2026, April 6, 2026, April 7, 2026, April 8, 2026, and April 10, 2026, progressively increased the maximum aggregate offering amount available under the ATM program to $24,208,000 as of April 10, 2026. During the nine months ended July 31, 2026, we sold an aggregate of 3,860,043 shares of common stock under the ATM Agreement for total gross proceeds of $26,994,847, with the most recent sale on July 8, 2026.

Previous wording

As of April 14, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates exceeded $75 million, calculated using the closing price of our common stock on March 3, 2026 (within the 60-day measurement period permitted under General Instruction I.B.6 of Form S-3). As a result, we are no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. On May 6, 2026, we filed Amendment No. 10 to the prospectus supplement to reflect the removal of the I.B.6 sales limitations. Following the filing of 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 was increased to $89,208,000 (inclusive of shares previously sold).

Current wording

As of April 14, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates exceeded $75 million, calculated using the closing price of our common stock on March 3, 2026 (within the 60-day measurement period permitted under General Instruction I.B.6 of Form S-3). As a result, we are no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. On May 6, 2026, we filed Amendment No. 10 to the prospectus supplement to reflect the removal of the I.B.6 sales limitations. Following the filing of Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement was $65,000,000, and the maximum aggregate offering amount was increased to $89,208,000 (inclusive of shares previously sold).

Previous 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.

Current wording

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

On August 20, 2025, we, through our wholly owned subsidiary Trio Canada, entered into an Asset Purchase Agreement (“APA”) with Capital Land Services Ltd. (“Capital Land”). Pursuant to the APA, Trio Canada agreed to acquire certain mineral leasehold interests and related rights located in the County of Vermilion of River, Alberta, Canada, together with associated contracts, permits, and registrations (collectively, the “Assets”). The total purchase price consists of CAD $150,000 in cash and the issuance of restricted shares of our common stock having an aggregate value of CAD $150,000.

Current wording

On August 20, 2025, we, through our wholly owned subsidiary Trio Canada, entered into an Asset Purchase Agreement (“APA”) with Capital Land Services Ltd. (“Capital Land”). Pursuant to the APA, Trio Canada agreed to acquire certain mineral leasehold interests and related rights located in the County of Vermilion River, Alberta, Canada, together with associated contracts, permits, and registrations (collectively, the “Assets”). The total purchase price consists of CAD $150,000 in cash and the issuance of restricted shares of our common stock having an aggregate value of CAD $150,000.

Previous wording

On November 3, 2025, the transactions contemplated under the APA were completed (the “Capital Land Acquisition”). At closing, Trio Canada paid Capital Land CAD $150,000 in cash and we issued 104,227 restricted shares of our common stock to Capital Land. In exchange, Trio Canada acquired the Assets, including certain wells that had been purchased out of receivership. Due to regulatory requirements of the Alberta Energy Regulator (“AER”), we arranged for all applicable licenses to be transferred to Novacor, an experienced operator with whom we have an existing commercial relationship. Novacor utilizes Capital Land as its AER agent. In consideration for Capital Land’s services as AER agent, we granted Capital Land a 1% gross overriding royalty with respect to the mineral rights, for as long as Capital Land continues to provide such services.

Current wording

On November 3, 2025, the transactions contemplated under the APA were completed (the “Capital Land Acquisition”). At closing, Trio Canada paid Capital Land CAD $150,000 in cash and we issued 11,581 restricted shares of our common stock to Capital Land. In exchange, Trio Canada acquired the Assets, including certain wells that had been purchased out of receivership. Due to regulatory requirements of the Alberta Energy Regulator (“AER”), we arranged for all applicable licenses to be transferred to Novacor, an experienced operator with whom we have an existing commercial relationship. Novacor utilizes Capital Land as its AER agent. In consideration for Capital Land’s services as AER agent, we granted Capital Land a 1% gross overriding royalty with respect to the mineral rights, for as long as Capital Land continues to provide such services.

Previous wording

On December 30, 2025, we, through our wholly owned subsidiary Trio Canada, entered into an Asset Purchase Agreement with Novacor Exploration Ltd. (“Novacor”) to acquire certain oil and gas assets located in the Lloydminster, Saskatchewan heavy oil region of Canada (the “Novacor Acquisition”). The acquired assets include working interests in petroleum and natural gas leases, mineral rights, wells, surface rights, and related contracts, leases, and permits. Trio Canada also assumed certain specified liabilities of Novacor associated with the acquired assets.

Current wording

On December 30, 2025, we, through our wholly owned subsidiary Trio Canada, entered into an Asset Purchase Agreement with Novacor to acquire certain oil and gas assets located in the Lloydminster, Saskatchewan heavy oil region of Canada. The acquired assets include working interests in petroleum and natural gas leases, mineral rights, wells, surface rights, and related contracts, leases, and permits. Trio Canada also assumed certain specified liabilities of Novacor associated with the acquired assets.

Previous wording

The contractual purchase price was CAD $1,000,000 (approximately US$730,300 based on the exchange rate on the agreement date), payable through the issuance of 912,875 restricted shares of our common stock. The Novacor Acquisition closed simultaneously with the execution of the Asset Purchase Agreement on December 30, 2025. At closing, title to the acquired assets was transferred to Trio Canada, and we issued the 912,875 restricted shares to Novacor.

Current wording

The contractual purchase price was CAD $1,000,000 (US $730,300), payable through the issuance of 101,431 restricted shares of our common stock. The Novacor Acquisition closed simultaneously with the execution of the Asset Purchase Agreement on December 30, 2025. At closing, title to the acquired assets was transferred to Trio Canada, and we issued the 101,431 restricted shares of common stock to Novacor.

Previous wording

In accordance with ASC 820, we measured the equity consideration at its fair value of $748,649 based on the closing price of our common stock on the December 30, 2025 acquisition date. The difference between this GAAP fair value and the contractual CAD $1,000,000 (US$730,300) value reflects changes in our stock price between the agreement date and the closing date. See Note 5 to the condensed consolidated financial statements.

Current wording

In accordance with ASC 820, we measured the equity consideration at its fair value of $748,649 based on the closing price of our common stock on the December 30, 2025 acquisition date. The difference between this GAAP fair value and the contractual CAD $1,000,000 (US $730,300) value reflects changes in our stock price between the agreement date and the closing date. See Note 5 – Oil and Natural Gas Properties to the unaudited condensed consolidated financial statements.

Previous wording

Although the Novacor Acquisition closed on December 30, 2025, the Asset Purchase Agreement provides for an Accounting Adjustment Date, or effective date, of April 1, 2026, as of which the revenues and expenses attributable to the acquired assets are apportioned between the parties. Novacor remains entitled to the revenues, and responsible for the expenses, from the ownership and operation of the acquired assets for periods prior to April 1, 2026, and the Company becomes entitled to such revenues, and responsible for such expenses, only from and after that date. Consistent with this arrangement, Novacor continues to act as the on-site operator of the assets following closing, as described above. Accordingly, the Company’s results of operations for the three and six months ended April 30, 2026 reflect revenue from these assets only to the extent that production on or after April 1, 2026 was sold during the period. Consistent with the Company’s revenue recognition policy under ASC 606, such revenue is recognized when control of the produced volumes transfers to the customer.

Current wording

Although the Novacor Acquisition closed on December 30, 2025, the Asset Purchase Agreement provides for an Accounting Adjustment Date, or effective date, of April 1, 2026, as of which the revenues and expenses attributable to the acquired assets are apportioned between the parties. Novacor remains entitled to the revenues, and responsible for the expenses, from the ownership and operation of the acquired assets for periods prior to April 1, 2026, and the Company becomes entitled to such revenues, and responsible for such expenses, only from and after that date. Consistent with this arrangement, Novacor continues to act as the on-site operator of the assets following closing, as described above. Accordingly, the Company’s results of operations for the three and nine months ended July 31, 2026 reflect revenue from these assets only to the extent that production on or after April 1, 2026 was sold during the period. Consistent with the Company’s revenue recognition policy under ASC 606, such revenue is recognized when control of the produced volumes transfers to the customer.

Previous 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.

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 101,431 shares of common stock issued to Novacor (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 49,572 shares previously issued to McDermott Will & Schulte LLP in the March 2026 settlement of legal fees described in Note 9 – Stockholders’ Equity to the unaudited 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

On May 21, 2026, we held our annual meeting of stockholders. Our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock, if deemed necessary by our 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 sole discretion. As of the date of this filing, our Board had not determined a final ratio and no reverse stock split had been effected. Accordingly, the share and per-share amounts presented in this Quarterly Report have not been retroactively adjusted for the proposed reverse stock split. A reverse stock split, if implemented, would become effective upon the filing of a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware.

Current wording

On May 21, 2026, we held our annual meeting of stockholders. Our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock, if deemed necessary by our Board (the “Board”), 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 sole discretion. On August 12, 2026, the Board fixed the ratio at one-for-nine by unanimous written consent, and on August 28, 2026 we effected the Reverse Stock Split by filing a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. As a result, every nine shares of our issued and outstanding common stock were combined into one share, without any change to the par value of $0.0001 per share or to the number of authorized shares of common stock or preferred stock. No fractional shares were issued; stockholders who would otherwise have been entitled to a fractional share received a cash payment based upon cash-in-lieu rate of$1.8819 per share, in lieu of that fractional share. Accordingly, all share and per-share amounts presented in this Quarterly Report have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. See the Special Note Regarding the August 2026 Reverse Stock Split and Note 10 - Subsequent Events to the unaudited condensed consolidated financial statements.

Previous wording

Our stockholders also approved an amendment to our 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. In addition, our stockholders elected Robin Ross as a Class III director for a three-year term and ratified the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the fiscal year ending October 31, 2026.

Current wording

Our stockholders also approved an amendment to our 2022 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance by 388,889 shares, from 328,043 shares to 716,932 shares. In addition, our stockholders elected Robin Ross as a Class III director for a three-year term and ratified the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the fiscal year ending October 31, 2026.

Previous wording

On June 2, 2026, the Compensation Committee of our Board of Directors approved certain compensation actions for our executive officers and non-employee directors, including changes to our Chief Executive Officer’s compensation, one-time restricted share grants under our 2022 Equity Incentive Plan, and an increase in non-employee director cash compensation. With respect to our 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 our common stock, vesting upon issuance; and (iv) a cash bonus of $300,000, payable on August 1, 2026. With respect to our Chief Financial Officer, the Compensation Committee approved a one-time restricted share grant of 200,000 shares of our common stock, vesting upon issuance; no changes were made to his base salary or bonus arrangements. The Compensation Committee also approved one-time restricted share grants to our non-employee directors, vesting upon issuance, totaling 1,600,000 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 our 2022 Equity Incentive Plan and vest upon issuance. Because these awards vest upon issuance, we expect to recognize a significant stock-based compensation charge, measured at the grant-date fair value in accordance with ASC 718, during the third quarter of fiscal 2026.

Current wording

On June 2, 2026, the Compensation Committee of our Board approved certain compensation actions for our executive officers and non-employee directors, including changes to our Chief Executive Officer’s compensation, one-time restricted share grants under our 2022 Equity Incentive Plan, and an increase in non-employee director cash compensation. With respect to our 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 166,667 shares of our common stock, vesting upon issuance; and (iv) a cash bonus of $300,000, which was accrued as of July 31, 2026 and remained unpaid as of the date of this report. With respect to our Chief Financial Officer, the Compensation Committee approved a one-time restricted share grant of 22,222 shares of our common stock, vesting upon issuance; no changes were made to his base salary or bonus arrangements. Separately, effective July 1, 2026, the Company and its Chief Financial Officer amended his independent contractor agreement to increase his monthly fee from $15,000 to $17,000. No other changes were made to his compensation arrangements.

Previous 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.

Current wording

We continue to incur operating losses and have not yet generated sufficient revenues to support our operations. As of July 31, 2026, we had an accumulated deficit of $31,602,327 and working capital of $23,477,554. For the three and nine months ended July 31, 2026, we incurred net losses of $1,971,426 and $4,246,515, respectively, and used $2,550,968 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. Pursuant to the sale of an aggregate of 3,860,043 shares of common stock under the ATM Agreement and as a result of our having raised gross proceeds of $26,994,847 during the nine months ended July 31, 2026, management no longer believes that there is a substantial doubt about our ability to continue as a going concern following the issuance of the unaudited 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 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.

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 nine months ended July 31, 2026, we sold an aggregate of 3,860,043 shares of common stock under the ATM program for total gross proceeds of $26,994,847. 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 was $65,000,000.

Previous 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.

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 unaudited 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 the nine months ended July 31, 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 unaudited 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, which are included in this Quarterly Report on Form 10-Q.

Current wording

Our unaudited 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 – Going Concern and Management’s Liquidity Plans to the unaudited condensed consolidated financial statements, which are included in this Quarterly Report on Form 10-Q.

Previous 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.

Current wording

In connection with our December 2025 acquisition of additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region from Novacor, 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

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.

Current wording

We believe the significant additional capital (more than $20 million) raised through our at-the-market offering program during 2026 represents a transformational step for our company, enabling us to accelerate the pursuit of larger oil and gas acquisitions over the coming quarters. 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

Our ability to execute our development plans and grow our business will depend in part on continued access to capital markets and our ability to secure financing on acceptable terms.

Current wording

Our ability to execute our development plans and grow our business will depend in part on our ability to identify attractive oil and gas assets, use our capital stock as currency for such acquisition and continued access to capital markets and our ability to secure additional financing on acceptable terms.

Previous wording

Cost of goods sold consists primarily of lease operating expenses, including well workover, servicing, repair and maintenance costs, and other field operating and production costs associated with our oil and gas properties. Cost of goods sold increased by $305,058, or 3,293.7%, for the three months ended April 30, 2026, compared to the same period in the prior year, reflecting the substantial expansion of our operations in the Lloydminster, Saskatchewan region following our recent acquisitions. The increase, however, was disproportionate to the increase in revenues. During the three months ended April 30, 2026, we incurred significant well workover and remediation costs on a number of wells that produced minimal or no revenue during the period. As a result, we reported a gross loss of $106,063 for the three months ended April 30, 2026, compared to gross profit of $14,009 in the prior year period. These workover activities are intended to restore or enhance production from the affected wells in future periods.

Current wording

Cost of goods sold consists primarily of lease operating expenses, including well workover, servicing, repair and maintenance costs, and other field operating and production costs associated with our oil and gas properties. Cost of goods sold for the three months ended July 31, 2026 was $240,428, compared to $98,489 for the three months ended July 31, 2025, an increase of $141,939, or 144.1%. The increase reflects the expansion of our Canadian operations following the December 2025 Novacor Acquisition and continued well servicing and workover activity across the acquired wells, together with the addition of the two wells in the County of Vermilion River, Alberta that commenced production in May 2026. We reported gross profit of $108,153 for the three months ended July 31, 2026, compared to gross profit of $93,906 in the prior year period, an increase of $14,247, or 15.2%.

Previous wording

Other (income) expenses, net was net income of $37,291 for the three months ended April 30, 2026, compared to net expense of $694,773 in the prior year period, for a favorable change of $732,064. The components of this change were as follows.

Current wording

Other (income) expenses, net was net income of $139,273 for the three months ended July 31, 2026, compared to net expense of $711,697 in the prior year period, a favorable change of $850,970. The components of this change were as follows.

Previous wording

Dividend income of $20,685 was earned on our holdings in the Vanguard Treasury Money Market Fund, established during the second quarter of fiscal 2026, with no comparable amount in the prior year.

Current wording

Interest expense decreased by $145,433, or 98.6%, to $2,119. Our August 2025 convertible promissory notes were fully converted or extinguished by February 13, 2026, so no amortization of debt discounts was recognized during the current quarter. The remaining interest expense consists of finance charges on our directors and officers insurance premium finance agreement. There was no loss on abandonment of oil and gas properties during the current period, compared to $37,344 in the prior year. There was no loss on conversion of convertible notes during the current period, compared to $535,620 in the prior year, as all such notes were converted or extinguished during the first half of fiscal 2026. Dividend income of $182,883 was earned on our holdings in the Vanguard Treasury Money Market Fund, with no comparable amount in the prior year.

Previous wording

Our financial results for the six months ended April 30, 2026 and 2025 are summarized as follows:

Current wording

Our financial results for the nine months ended July 31, 2026 and 2025 are summarized as follows:

Previous wording

Revenues, net increased for the three months ended April 30, 2026 by approximately $184,986, or 794.9%, compared to the same period in the prior year. Revenues from the prior period were from the sale of approximately 550 barrels of oil produced from our recently acquired assets in the Lloydminster, Saskatchewan region, and current revenues reflect an increase solely from sales from the same Lloydminster, Saskatchewan region to approximately 3,337 barrels of oil.

Current wording

Revenues, net for the nine months ended July 31, 2026 were $679,031, compared to $226,485 for the nine months ended July 31, 2025, an increase of $452,546, or 199.8%. Prior-year revenues were from the sale of approximately 4,550 barrels of oil produced from our assets in the Lloydminster, Saskatchewan region. Current-period revenues were from the sale of approximately 11,757 barrels of oil produced from our Canadian properties in the Lloydminster, Saskatchewan region and the County of Vermilion River, Alberta, where two wells commenced production in May 2026.

Previous wording

Other expenses, net was $170,946 for the six months ended April 30, 2026, compared to $1,093,841 in the prior year period, for a favorable change of $922,895. The components of this change were as follows.

Current wording

Other (income) expenses, net was net expense of $31,673 for the nine months ended July 31, 2026, compared to $1,805,538 in the prior year period, a favorable change of $1,773,865. The components of this change were as follows.

Previous wording

We recognized a net gain on extinguishment of liabilities of $8,473 in the current period, compared to a $90,200 loss in the prior year, primarily reflecting the March 2026 settlement of past-due legal fees with McDermott Will & Schulte LLP through the issuance of 446,149 restricted shares of common stock.

Current wording

We recognized a net gain on extinguishment of liabilities of $8,473 in the current period, compared to a loss of $90,200 in the prior year. The current-period amount reflects a gain of $13,473 on the March 2026 settlement of past-due legal fees with McDermott Will & Schulte LLP through the issuance of 49,572 restricted shares of common stock, net of a loss of approximately $5,000 recognized in connection with the conversion of the August 2025 convertible promissory notes.

Previous wording

Settlement income of $43,532 represents our distribution from a class action settlement involving BF Borgers CPA PC, our former independent registered public accounting firm, with no comparable amount in the prior year.

Current wording

Settlement income of $43,532 represents our distribution from a class action settlement involving BF Borgers CPA PC, our former independent registered public accounting firm, with no comparable amount in the prior year. Dividend income of $203,568 was earned on our holdings in the Vanguard Treasury Money Market Fund, with no comparable amount in the prior year.

Previous wording

Our working capital position improved significantly as of April 30, 2026 compared to October 31, 2025. The improvement was primarily driven by the additional capital raised under our ATM offering program during the six months ended April 30, 2026, which strengthened our cash position and reduced our reliance on short-term liabilities. As a result, we moved from a working capital deficiency at October 31, 2025 to a positive working capital position at April 30, 2026. We expect that our enhanced liquidity, together with our current operating plans, will support our near-term development activities and ongoing operations.

Current wording

Our working capital position improved significantly as of July 31, 2026 compared to October 31, 2025. The improvement was primarily driven by the additional capital raised under our at-the-market offering program during the nine months ended July 31, 2026, which strengthened our cash position and reduced our reliance on short-term liabilities to fund operations. As a result, we moved from a working capital deficiency at October 31, 2025 to a positive working capital position at July 31, 2026. We expect that our enhanced liquidity, together with our current operating plans, will support our near-term development activities and ongoing operations.

Previous 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:

Current wording

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

Previous wording

Non-cash adjustments partially offset the impact of our net loss and included $157,825 of amortization of debt discounts, $125,962 of stock-based compensation, $40,950 of common shares issued for services, $84,517 related to a loss on the issuance of common shares in lieu of cash for debt payments and $5,563 of accretion expense, partially offset by an $8,473 gain on extinguishment of liabilities. In total, non-cash adjustments declined by $1,319,107 from the prior year period, driven primarily by a $574,419 loss on abandonment of oil and gas properties recognized in the prior year with no comparable charge in the current period, a $480,004 decrease in stock-based compensation and a $186,950 decrease in amortization of debt discounts.

Current wording

Net cash used in operating activities was $2,550,968 for the nine months ended July 31, 2026, compared to $2,015,896 for the nine months ended July 31, 2025, an increase of $699,468. Our net loss decreased by $319,485 period over period, but the prior year loss carried substantially higher non-cash charges, and non-cash adjustments declined by $816,370. That decline was driven by the $611,763 loss on abandonment of oil and gas properties recognized in the prior year with no comparable charge in the current period, a $531,805 decrease in the loss on the issuance of common shares in lieu of cash for debt payments, a $331,967 decrease in the amortization of debt discounts, and a $98,673 swing on extinguishment of liabilities, from a $90,200 loss in the prior year to an $8,473 gain in the current period, partially offset by a $677,234 increase in stock-based compensation. Current-period non-cash adjustments consisted of $1,379,962 of stock-based compensation, $157,825 of amortization of debt discounts, $86,910 of common shares issued for services, $84,517 of loss on the issuance of common shares in lieu of cash for debt payments, $13,521 of depreciation and $10,257 of accretion expense, partially offset by the $8,473 net gain on extinguishment of liabilities. Changes in operating assets and liabilities used $28,972 of cash in the current period, compared to providing $9,215 in the prior year period, as increases of $105,514 in accounts receivable and $99,773 in prepaid expenses and other receivables were partially offset by increases of $143,469 in accounts payable and accrued liabilities and $32,846 in other liabilities.

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 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.

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 at-the-market offering programs to support our operations. During the nine months ended July 31, 2026, we sold an aggregate of 3,860,043 shares of common stock under the ATM program for total gross proceeds of approximately $26,994,847, with all such sales completed on or before July 8, 2026. 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 common stock available for sale under the ATM Agreement was $65,000,000.

Previous 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.

Current wording

These capital raises significantly strengthened our capital resources by improving our cash position and eliminating our working capital deficit. Based on the capital raised during the nine months ended July 31, 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 unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.