Trio Petroleum Corp

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 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 Boca Raton, Florida. 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, heavy-oil assets in the Lloydminster region of Saskatchewan, Canada, and petroleum and natural gas interests in the County of Vermilion River, Alberta, 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 when the Company elected to terminate the related leases, and all capitalized costs of $500,614 were written off. Revenues from the Company’s Saskatchewan assets, acquired through transactions with Novacor Exploration Ltd. (“Novacor”) in April 2025 and December 2025, continued through the nine months ended July 31, 2026. In May 2026 two wells located in the County of Vermilion River, Alberta, acquired as part of the November 2025 Capital Land acquisition (the “Capital Land Acquisition”), commenced production. As of July 31, 2026, the Company’s producing wells were located in Saskatchewan and Alberta.

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 July 31, 2026.

Canadian Operations and Recent Acquisitions

Trio Petroleum Canada Corp (“Trio Canada”), a wholly owned subsidiary of the Company 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 nine months ended July 31, 2026, the Company continued to utilize the ATM program and, through July 8, 2026, sold an aggregate of 3,860,043 shares of common stock for total gross proceeds of $26,994,847. 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.

Reverse Stock Split

On August 28, 2026, the Company effected aone-for-nine reverse stock split of its issued and outstanding shares of common stock. As a result of the Reverse Stock Split, every nine shares of the Company’s issued and outstanding common stock were combined into one share of common stock, 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 as a result of the Reverse Stock Split, and stockholders otherwise 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. All share and per-share amounts, including shares of common stock outstanding, weighted-average shares outstanding, net loss per share, and the number of shares underlying, and the exercise or conversion prices of, the Company’s outstanding warrants, stock options, and convertible instruments, have been retroactively adjusted in these unaudited condensed consolidated financial statements and the accompanying notes to give effect to the Reverse Stock Split for all periods presented. See Note 10 – Subsequent Events for additional information.

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.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

*Basis of Presentation and Consolidation *

The accompanying unaudited 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 unaudited condensed consolidated financial statements include the accounts of Trio Petroleum Corp and its wholly owned subsidiary, Trio Canada, 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 nine months ended July 31, 2026 are not necessarily indicative of results for the full fiscal year.

Use of Estimates

The preparation of unaudited 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 July 31, 2026, cash and cash equivalents included $23,203,568 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 unaudited condensed consolidated statements of operations. During the three and nine months ended July 31, 2026, the Company recognized dividend income of $182,883 and $203,568, respectively, from its money market fund holdings.

Concentration of Credit Risk

As of July 31, 2026, the Company maintained approximately $23,203,568 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 Canada 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 (namely Cenovus Energy Inc.), 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*.*

Stock-based Compensation

The Company grants share-based payment awards to employees, directors and non-employees, including awards granted under its 2022 Equity Incentive Plan (the “Plan”), and accounts for such awards in accordance with ASC Topic 718,Compensation - Stock Compensation. Equity-classified awards are measured at fair value on the grant date and compensation expense is recognized over the requisite service period. The fair value of restricted stock and other full-value awards is generally based on the quoted market price of the Company’s common stock on the grant date. The fair value of stock options and other option-like awards, if any, is estimated using an appropriate option-pricing model. Compensation cost for awards that are fully vested and nonforfeitable on the grant date is recognized on the grant date. The Company accounts for forfeitures as they occur.

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 unaudited condensed consolidated financial statements.

Reclassifications

Certain prior-period amounts have been reclassified to conform to the current period presentation. Except for the revision described below, these reclassifications had no effect on previously reported net loss or stockholders’ equity.

Revision of Previously Issued Interim Financial Statements

In connection with the preparation of these unaudited condensed consolidated financial statements, the Company identified that certain direct costs attributable to its at-the-market offering had not been accounted for in accordance with SAB Topic 5.A and ASC 340-10-S99-1. During the three months ended April 30, 2026, $104,896 of offering costs were recorded in general and administrative expense rather than charged against the gross proceeds of the offering. In addition, $51,000 of agent-counsel services rendered through April 30, 2026 had not been accrued, including $10,000 attributable to the three months ended January 31, 2026 and $41,000 attributable to the three months ended April 30, 2026.

Management evaluated the errors under ASC 250,Accounting Changes and Error Corrections, and SAB Topics 1.M and 1.N and concluded that they were not material, individually or in the aggregate, to the previously issued unaudited condensed consolidated financial statements for the quarterly periods ended January 31 and April 30, 2026. Management further concluded that recognizing the $104,896 correction as an out-of-period adjustment in the three months ended July 31, 2026 would materially misstate that period. Accordingly, the affected prior-period financial information presented herein has been revised. The Company has not amended its previously filed Quarterly Reports on Form 10-Q, and the financial statements included in those reports remain reliable.

As of January 31, 2026, the revision increased accounts payable and accrued liabilities by $10,000 and decreased additional paid-in capital and total stockholders’ equity by $10,000. The revision had no effect on general and administrative expense, net loss or loss per share for the three months ended January 31, 2026.

For the three and six months ended April 30, 2026, the revision reduced general and administrative expense and net loss by $104,896. Net loss for the three months ended April 30, 2026 decreased from $1,367,356, as previously reported, to $1,262,460, as revised. As of April 30, 2026, the revision increased accounts payable and accrued liabilities by $51,000, decreased additional paid-in capital by $155,896, decreased accumulated deficit by $104,896 and decreased total stockholders’ equity by $51,000. In the statement of cash flows for the six months ended April 30, 2026, $104,896 of offering costs paid during the period was reclassified from operating activities to financing activities. The revision had no effect on total assets, cash and cash equivalents or the net change in cash.

NOTE 3 –GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of July 31, 2026, the Company had cash of approximately $24,292,784 and working capital of approximately $23,477,554. The Company has incurred significant losses since inception and, as of July 31, 2026, had an accumulated deficit of approximately $31,602,327. 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 nine months ended July 31, 2026, the Company sold an aggregate of 3,860,043 shares of common stock under its ATM Agreement with Ladenburg for total gross proceeds of approximately $26,994,847. 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 offering amount of shares available for sale under the ATM Agreement was $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 unaudited 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 Company’s cash on hand at July 31, 2026, the capital raised during the period and its operating plans, the Company concluded that it has sufficient liquidity to fund its operating and capital requirements for at least twelve months from the date these unaudited condensed consolidated financial statements are issued. Accordingly, substantial doubt does not exist as of the date these unaudited condensed consolidated financial statements are issued.

These unaudited 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 (Cenovus Energy Inc.), and payment is typically received in the month following delivery.

Revenue for the three and nine months ended July 31, 2026 was generated from oil sales produced from the Company’s Canadian 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 July 31, 2026 or October 31, 2025.

Concentrations

The Company sells the crude oil produced from its Canadian operations to a single purchaser, which accounted for all the Company’s revenue for the three and nine months ended July 31, 2026. The Company believes the crude oil it produces is marketable to other purchasers in the region and accordingly does not expect the loss of this customer to have a severe near-term impact on its ability to sell its production, although a transition to an alternative purchaser could affect the timing of sales and realized pricing.

All the Company’s revenue is derived from oil produced in Canada. Changes in regional market conditions, commodity prices, regulatory requirements, or tariffs affecting Canadian crude oil 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 (i.e., a yearly payment an oil and gas company makes to a landowner to keep a lease active without starting to drill), 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.

South Salinas Project

Trio Petroleum LLC (“Trio LLC”) operates the South Salinas Project on behalf of the Company and other working interest owners under a Joint Operating Agreement. The Company holds an approximate 85.775% working interest in the project and Trio LLC holds an approximate 3.9% working interest. The Company advances funds to Trio LLC to conduct development and operating activities, which are recorded as Advance to Operators or Due to Operators. As of July 31, 2026, the balance of Due to Operators was $21,620; as of October 31, 2025, the balance was $5,668.

The Company’s transactions with Trio LLC were presented as related party transactions in prior periods. No officer or director of the Company holds an interest in or position with Trio LLC, and Trio LLC does not hold a significant ownership interest in the Company. Accordingly, these transactions are no longer presented as related party transactions.

McCool Ranch Oil Field Asset Purchase

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 nine months ended July 31, 2026.

Canadian Asset Acquisitions

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. The equity consideration was measured at fair value on the acquisition date in accordance with ASC 805-50 and ASC 820. 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, but because it was not probable that a liability had been incurred and the amount could not be reasonably estimated, no liability was recognized under ASC 450. The assets acquired also included two wells that had been purchased out of receivership, in which the Company holds a 99% working interest and for which Novacor holds the licenses issued by the Alberta Energy Regulator pending the transfer of those licenses to the Company. The wells were non-producing at acquisition, and the CAD $10,000 cost of acquiring them was carried as a deposit. The wells commenced production in May 2026, and during the three months ended July 31, 2026 the deposit was reclassified into the carrying value of the wells within oil and natural gas properties.

On December 30, 2025, the Company acquired additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region from Novacor 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 December 2025 Novacor asset acquisition (the “Novacor Acquisition”), the Company recognized an initial asset retirement obligation (“ARO”) of approximately CAD $169,125 (US $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.

During the three months ended July 31, 2026, in connection with the commencement of production at the two Alberta wells described above, the Company recognized an asset retirement obligation of CAD $53,478 (US $38,120) representing the present value of the estimated costs of abandonment and reclamation of those wells, with an equal asset retirement cost capitalized into the carrying amount of the related properties. The obligation was not recognized at the November 2025 acquisition date because the wells were non-producing unproved property and a reasonable estimate of the abandonment and reclamation cost was not then available. The obligation was measured using an undiscounted abandonment and reclamation cost estimate of CAD $138,708 obtained from the Alberta Energy Regulator liability assessment for the two wells, discounted at 10% over an estimated remaining productive life often years. These are Level 3 inputs. Although the licenses for the wells remain in the name of the operator pending transfer, the Company bears the costs and liabilities associated with the wells in accordance with its working interest under the applicable operating agreement.

The Company recognizes accretion expense each period to increase its asset retirement obligations to their estimated settlement amounts. Accretion expense on all of the Company’s asset retirement obligations, comprising the South Salinas Project wellbores, the wells acquired in the December 2025 Novacor Acquisition, and the two Alberta wells, was approximately $4,694 and $10,257 for the three and nine months ended July 31, 2026, respectively. No revisions to the estimated obligations were recorded during the period.

The following table reconciles the Company’s asset retirement obligations for the nine months ended July 31, 2026:

As of July 31, 2026, the Canadian properties acquired during the period were classified as unproved oil and gas properties, other than the tangible field equipment presented as property, plant and equipment described below. No impairment indicators were identified during the nine months ended July 31, 2026.

Tangible oil and gas field equipment acquired in the December 2025 Novacor Acquisition is presented separately as property, plant and equipment and is depreciated on a straight-line basis over an estimated useful life often years. Property, plant and equipment, net of accumulated depreciation, was $84,821 at July 31, 2026.

Depreciation expense, comprising depreciation of the tangible field equipment and of the capitalized asset retirement cost, was $13,521 for the nine months ended July 31, 2026, and is included in general and administrative expense in the unaudited condensed consolidated statements of operations.

NOTE 6 –RELATED PARTY TRANSACTIONS

Director RSUs – June 19, 2024 Grant

On June 19, 2024, the Board approved the grant of 5,556 RSUs to a newly appointed director. At the time of grant, only 2,528 shares remained available under the Plan; accordingly,2,500 RSUs were granted immediately at a grant-date fair value of $54.00 per share, and the remaining 3,056 RSUs were granted in the following quarter at a grant-date fair value of $29.88 per share.

As of October 31, 2025, the Company had $37,793 of unrecognized compensation cost related to these awards. During the three and nine months ended July 31, 2026, the Company recognized $0 and $37,793 of stock-based compensation expense, withno unrecognized compensation cost remaining as of July 31, 2026. During the three and nine months ended July 31, 2025, the Company recognized $40,819 and $116,587 of stock-based compensation expense, with $78,613 in unrecognized compensation cost remaining as of July 31, 2025.

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. Effective July 1, 2026, the agreement was amended to increase the monthly fee to $17,000.

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 1,667 shares of common stock. During the three and nine months ended July 31, 2026, the Company recognized consulting fees of $0 and $8,334, respectively, with no unrecognized compensation cost remaining as of July 31, 2026.

Loan to Trio Canada

On April 4, 2025, the Company entered into a Loan and Note Purchase Agreement with Trio Canada, 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 nine months ended July 31, 2026, the Company funded $54,613 of the cash purchase price of the Capital Land asset acquisition on behalf of Trio Canada, representing one half of the CAD $150,000 payable at closing, which amount was added to the Subsidiary Loan, with the remaining half funded directly by Trio Canada. The full CAD $150,000, translated at the nine-month average rate, is presented as $108,312 within capital expenditures for unproved oil and gas properties in the unaudited condensed consolidated statements of cash flows. The Company separately issued 11,581 restricted shares of its common stock valued at $104,227 directly to Capital Land Services Ltd. in satisfaction of the equity portion of the purchase price, and issued restricted common stock valued at $748,649 in satisfaction of the purchase price of the December 2025 Novacor asset acquisition. As of July 31, 2026, the outstanding principal balance of the Subsidiary Loan was $698,376, 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

On June 2, 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 annual base salary from $400,000 to $600,000, effective June 1, 2026; an increase in his maximum annual bonus opportunity from 100% to 200% of base salary; a one-time cash bonus of $300,000 to the Chief Executive Officer; a 15% increase in non-employee director cash compensation, increasing the annual cash retainer from $50,000 to $57,500 and the committee fee from $10,000 to $11,500 per committee; and one-time restricted share grants to the officers and directors totaling 366,667 shares under the Company’s 2022 Equity Incentive Plan, in each case vesting upon issuance.

The Company established a grant date of June 2, 2026 for the 366,667 restricted share awards. Because the awards vest upon issuance, the Company recognized the full grant-date fair value as stock-based compensation expense during the three and nine months ended July 31, 2026. The awards were measured using the closing price of the Company’s common stock on June 2, 2026 of $3.42 per share, resulting in stock-based compensation expense of $1,254,000, of which $570,000 related to the Chief Executive Officer, $76,000 related to the Chief Financial Officer, and $608,000 related to the non-employee directors. As of July 31, 2026, none of these 366,667 shares had been issued. See Note 9 - Stockholders’ Equity for additional information.

The Company accrued a $300,000 cash bonus payable to the Chief Executive Officer as of July 31, 2026. The bonus related to services rendered through July 31, 2026, the amount was fixed and determinable, and payment was probable. The bonus remained unpaid as of the date of these unaudited condensed consolidated financial statements and is payable at such time as directed by Mr. Ross.

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 of the Company (the “Board”) 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 unaudited condensed consolidated statements of operations for the three and nine months ended July 31, 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 – Stockholders’ Equity, 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 49,572 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 49,572 shares of common stock, together with 101,431 shares of common stock previously issued to Novacor in the December 2025 Novacor Acquisition (see Note 5 – Oil and Natural Gas Properties). 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 July 31, 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 July 31, 2026, the Company remained in compliance with all lease terms. The Company made lease payments of $7,019 and $17,294 during the three and nine months ended July 31, 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. Effective June 1, 2026, the annual cash retainer increased to $57,500 and the committee fee increased to $11,500 per committee, reflecting a 15% increase in non-employee director cash compensation. Payments are made quarterly in arrears. For the three and nine months ended July 31, 2026, the Company recognized director compensation expense of $74,256 and $217,602, respectively, and for the three and nine months ended July 31, 2025, the Company recognized director compensation expense of $80,007 and $241,682, 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 July 31, 2026.

Ladenburg, Thalmann & 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 of 1933, as amended (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 indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act, and to provide customary contribution.

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 was $65,000,000.

During the nine months ended July 31, 2026, the Company sold an aggregate of 3,860,043 shares of common stock under the ATM Agreement for total gross proceeds of approximately $26,994,847, resulting in net proceeds of approximately $26,020,227 after Sales Agent commissions of 3.0% of gross proceeds and other offering costs. The most recent sale under the ATM Agreement occurred on July 8, 2026.

NOTE 8 –NOTES PAYABLE

As of July 31, 2026, the Company had no outstanding notes payable. The remaining balance related to the August 2025 Financing was fully settled during the second quarter of the current fiscal year. 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 July 31, 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 matured on February 15, 2026 and were prepayable at any time without penalty. The Notes were convertible at the option of the investors into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $11.88 or (ii) 90% of the lowest daily VWAP during the five trading days prior to conversion, subject to a floor price of $6.48, which could adjust under certain circumstances but not below $1.98.

The Notes also included 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 was 186,570, 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 67,423 shares of common stock at conversion prices between $8.37 and $9.18 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 unaudited condensed 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 114,060 shares of common stock at conversion prices between $3.60 and $6.75 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 unaudited 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 of liabilities,” respectively, in the unaudited condensed consolidated statements of operations. During the three and nine months ended July 31, 2026, the Company recognized $0 and $157,825 of non-cash interest expense, respectively, related to the amortization of debt discounts. As of July 31, 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 July 31, 2026, the Company had 5,323,926 shares of common stock issued and outstanding; as of October 31, 2025, the Company had 1,005,295 shares of common stock issued and outstanding.

Consultant Issuances

On January 1, 2026, the Company issued 5,556 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 $7.37 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 nine months ended July 31, 2026, the Company recognized $13,801 and $40,950, respectively, of share-based consulting expense within general and administrative expense, and no amount remains as prepaid consulting fees as of July 31, 2026.

On July 1, 2026, the Company renewed its consulting agreement with the same consultant for a twelve-month term, providing for a monthly cash fee of $5,000 and a one-time grant of 16,667 shares of common stock, as approved by the Board by unanimous written consent dated June 26, 2026. The 16,667 shares were valued at the $2.76 closing price of the Company’s common stock on July 1, 2026, for a total grant-date value of $45,960, recognized on a straight-line basis over the twelve-month term. For the three and nine months ended July 31, 2026, the Company recognized $3,903 of share-based consulting expense within general and administrative expense, with $42,057 recorded as prepaid consulting fees as of July 31, 2026. As of July 31, 2026, the 16,667 shares had not been issued.

Issuances to Executives and Directors

On June 2, 2026, the Compensation Committee approved one-time restricted share grants to the Company’s executives and directors totaling 366,667 shares under the Plan, each vesting upon issuance. The Company established a grant date of June 2, 2026 and recognized the full grant-date fair value of $1,254,000 (366,667 shares at the $3.42 closing price on June 2, 2026) as stock-based compensation expense during the three and nine months ended July 31, 2026. As of July 31, 2026, none of these shares had been issued. See Note 6 - Related Party Transactions.

Debt Conversions

During the three and nine months ended July 31, 2026, the Company issued 0 and 114,060 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 $3.60 and $6.75 per share, for total values of $0 and $714,517 for the three and nine months ended July 31, 2026, respectively.

The fair value of the shares issued exceeded the principal amounts settled, resulting in losses on conversion for the three and nine months ended July 31, 2026 of $0 and $84,517, respectively, which were recognized in the unaudited condensed consolidated statement of operations. In addition, principal amounts converted exceeded the principal balance recorded as outstanding by approximately $5,000 during the nine months ended July 31, 2026, which the Company recognized as a loss on extinguishment of liabilities. See Note 8 – Notes Payable.

Asset Acquisition Issuances

During the nine months ended July 31, 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 Land 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 July 31, 2026.

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

During the three and nine months ended July 31, 2026, the Company sold 747,487 and 3,860,043 shares, respectively, of common stock under its at-the-market offering program, generating gross proceeds of $2,787,543 and $26,994,847. Net proceeds after commissions and offering costs totaled $2,695,359 and $26,020,227, respectively.

Stock-based Compensation – Restricted Shares

During the three and nine months ended July 31, 2026, the Company recognized $1,254,000 and $1,379,962 of stock-based compensation expense, respectively, related to restricted share awards. During the three and nine months ended July 31, 2025, the Company recognized $96,762 and $702,728 of stock-based compensation expense, respectively. The amounts above relate to restricted share awards to executives and directors and are presented in stock-based compensation expense in the unaudited condensed consolidated statements of operations. Share-based awards to consultants are measured at grant-date fair value in accordance with ASC 718 and are recognized within general and administrative expense in the same manner as the cash portion of the related consulting fees.

As of July 31, 2026,716,932 shares of common stock were authorized for issuance under the Plan, of which 129,181 shares remained available for future grant. As of July 31, 2026, there was no unrecognized compensation cost related to awards granted under the Plan, as all outstanding awards were fully vested.

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 49,572 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) $9.00 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 $7.65 per share, or $379,227 in the aggregate. Of the total fair value, $5 was recorded as common stock at par value and $379,222 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 of liabilities” line in the unaudited condensed consolidated statements of operations, net of the approximately $5,000 loss on extinguishment recognized in connection with the convertible note conversions described in Note 8 – Notes Payable, for a net gain on extinguishment of liabilities of $8,473 for the nine months ended July 31, 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.

Write-off of Stock Subscription Receivable

During the three months ended July 31, 2026, the Company wrote off a stock subscription receivable of $10,010 relating to share issuances completed prior to the Company’s initial public offering for which payment was never received and which the Company determined to be uncollectible. The receivable had been presented as a deduction from stockholders’ equity in accordance with SEC Staff Accounting Bulletin Topic 4.E, and the write-off was recorded as a reduction of additional paid-in capital, with no effect on total stockholders’ equity, shares issued and outstanding, results of operations, loss per share, or cash flows.

Warrants

A summary of the warrant activity during the nine months ended July 31, 2026 is presented below:

A summary of the warrant activity during the nine months ended July 31, 2025 is presented below:

A summary of outstanding and exercisable warrants as of July 31, 2026 is presented below:

Stock Options

A summary of option activity during the nine months ended July 31, 2026 is presented below:

A summary of option activity during the nine months ended July 31, 2025 is presented below:

A summary of outstanding and exercisable options as of July 31, 2026 is presented below:

NOTE 10 –SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events and transactions that occurred after July 31, 2026 through the date the unaudited condensed consolidated financial statements were issued. Except for the following, there were no subsequent events identified that would require recognition or disclosure in the unaudited condensed consolidated financial statements.

Reverse Stock Split

On August 28, 2026, the Company effected aone-for-nine reverse stock split of its issued and outstanding shares of common stock pursuant to a Certificate of Amendment to its Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware. The Reverse Stock Split was approved by the Company’s stockholders at the 2026 Annual Meeting of Stockholders held on May 21, 2026, at which the stockholders authorized the Board to effect a reverse stock split at a ratio of not less than one-for-two and not more than one-for-ten, and the Board fixed the final ratio at one-for-nine by unanimous written consent dated August 12, 2026. As a result of the Reverse Stock Split, every nine shares of issued and outstanding common stock were combined into one share of common stock, reducing the number of issued and outstanding shares of common stock from 47,915,334 to approximately 5,323,926. The Reverse Stock Split did not change the par value of $0.0001 per share or 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 in lieu of that fractional share. The Company effected the Reverse Stock Split primarily to increase the per-share market price of its common stock in support of continued compliance with the listing standards of the NYSE American. All share and per-share amounts in these unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.