10q10k10q10k.net

What changed in Trio Petroleum Corp's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Trio Petroleum Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+295 added−263 removedSource: 10-K (2026-01-20) vs 10-K (2025-01-17)

Top changes in Trio Petroleum Corp's 2025 10-K

295 paragraphs added · 263 removed · 125 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

37 edited+83 added−48 removed106 unchanged
Biggest changeAdditionally, in July 2024, Michael Peterson resigned as Chief Executive Officer (“CEO”) of the Company and Robin Ross became our new CEO as of that date. Changes to Independent Registered Public Accounting Firm On May 6, 2024, the Company dismissed BF Borgers CPA PC as the Company’s independent registered public accounting firm.
Biggest changeChanges to Independent Registered Public Accounting Firm On May 6, 2024, the Company dismissed BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting firm, as a result of Borgers no longer being able to audit the Company’s financial statements, pursuant to an order by the Securities and Exchange Commission against Borgers (the “SEC Order”).
TPET intends to perforate and test the Vaqueros Sand in the BM 2-2 well as soon as the necessary permits are in-hand. We own approximately 30 square miles of three dimensional seismic data (“3D seismic”) at the project.
TPET intends to perforate and test the Vaqueros Sand in the BM 2-2 well as soon as the necessary permits are in-hand. 5 We own approximately 30 square miles of three dimensional seismic data (“3D seismic”) at the project.
When the appropriate permits are in-hand, which will perhaps be in 2025, and when the required funding is in-place, the Company will assess its plans to return the BM 2-2 well to oil and gas production, to reenter and sidetrack three of the wells (the HV 1-35, BM 2-6 and HV 3-6 wells) to optimal locations that are indicated in the 3D seismic data and to then put them on production, and to utilize one well (the BM 1-2-RD1 well) as a water disposal well.
When the appropriate permits are in-hand, which will perhaps be in 2026, and when the required funding is in-place, the Company will assess its plans to return the BM 2-2 well to oil and gas production, to reenter and sidetrack three of the wells (the HV 1-35, BM 2-6 and HV 3-6 wells) to optimal locations that are indicated in the 3D seismic data and to then put them on production, and to utilize one well (the BM 1-2-RD1 well) as a water disposal well.
Nevertheless, the Company has reasonable expectations that the Company’s South Salinas Project will prove to have reserves approximately as estimated, that the Company will have adequate funding to develop the reserves, and that there will exist the legal right to develop the Company’s reserves in the South Salinas Project, including the rights to full-field development, to long-term production and to deliver natural gas to market via pipeline, recognizing as discussed elsewhere hereunder that there may be project delays and/or obstacles related to obtaining necessary permits from regulatory agencies.
Nevertheless, the Company has reasonable expectations that the Company’s South Salinas Project will prove to have reserves approximately as estimated and that there will exist the legal right to develop the Company’s reserves in the South Salinas Project, including the rights to full-field development, to long-term production and to deliver natural gas to market via pipeline, recognizing as discussed elsewhere hereunder that there may be project delays and/or obstacles related to obtaining necessary permits from regulatory agencies.
TPET is evaluating options (e.g., deepening, sidetracking, recompleting, etc.) at the new HV-1 well, as discussed above. TPET may drill one or both of the HV-2 and HV-4 wells in 2025. The HV-1, HV-2, HV-3A and HV-4 wells may each be produced for its own 18-month period, under the Company’s current exploration/testing permits.
TPET is evaluating options (e.g., deepening, sidetracking, recompleting, etc.) at the new HV-1 well, as discussed above. TPET may drill one or both of the HV-2 and HV-4 wells in 2026. The HV-1, HV-2, HV-3A and HV-4 wells may each be produced for its own 18-month period, under the Company’s current exploration/testing permits.
A CCS project in the future may help reduce TPET’s carbon footprint by sequestering and permanently storing CO2 deep underground at one or more deep wells, away from drinking water sources. Furthermore, three of the aforementioned deep wells are directly located on three idle oil and gas pipelines that could be used to import CO2 to the Company’s CCS Project.
A CCS project in the future may help reduce our carbon footprint by sequestering and permanently storing CO2 deep underground at one or more deep wells, away from drinking water sources. Furthermore, three of the aforementioned deep wells are directly located on three idle oil and gas pipelines that could be used to import CO2 to our CCS Project.
TPET was formed to initially acquire from Trio Petroleum LLC (“Trio LLC”) an approximate 82.75% working interest, which was subsequently increased to an approximate 85.775% working interest, in the large, approximately 9,300-acre South Salinas Project that is located in Monterey County, California, and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets.
We were formed to initially acquire an approximate 82.75% working interest (which was subsequently increased to an approximate 85.775% working interest) from Trio LLC (“Trio LLC”) in the large, approximately 9,300-acre South Salinas Project that is located in Monterey County, California, and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets.
Thus, the total gross undeveloped acreage is approximately 9,300 acres and the total net undeveloped acreage (i.e., net to the Company) is approximately 7,927 acres (i.e., 9,300 acres x 0.8575 = 7,927 acres). The total gross developed acreage is zero acres and the total net developed acreage (i.e., net to the Company) is also zero acres.
Thus, the total gross undeveloped acreage is approximately 9,300 acres and the total net undeveloped acreage (i.e., net to the Company) is approximately 7,927 acres (i.e., 9,300 acres x 0.8575 = 7,927 acres).
As described in the Society of Petroleum Engineers’ Petroleum Resource Management System (PRMS Section 4.1.1) “ The methodology is based on the assumption that the analogous reservoir is comparable to the subject reservoir in regard to reservoir description, fluid properties, and most likely recovery mechanism(s) applied to the project that control the ultimate recovery of petroleum.
On page 25 of the Reserve Report in the Society of Petroleum Engineers’ Petroleum Resource Management System (PRMS Section 4.1.1), use of analogs is described as “ The methodology is based on the assumption that the analogous reservoir is comparable to the subject reservoir in regard to reservoir description, fluid properties, and most likely recovery mechanism(s) applied to the project that control the ultimate recovery of petroleum.
Phase 2 also assumes that by September 2025 Trio should be experiencing the timely approval of drilling permits from CALGEM. Of the 12 Phase 2 wells, four wells will target the Yellow Zone, seven are planned for the Blue Zone, and one well is a horizontal well in the Vaqueros Zone.
Phase 2 also assumed that by September 2025 Trio should be experiencing the timely approval of drilling permits from CALGEM which have been delayed. Of the 12 Phase 2 wells, four wells will target the Yellow Zone, seven are planned for the Blue Zone, and one well is a horizontal well in the Vaqueros Zone.
Asphalt Ridge Option Agreement On November 10, 2023, TPET entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”) with Heavy Sweet Oil LLC (“HSO”).
Asphalt Ridge Option Agreement and the Lafayette Energy Leasehold Acquisition and Development Option Agreement On November 10, 2023, we entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”) with Heavy Sweet Oil LLC (“HSO”).
TPET has opened discussions with third parties who wish to reduce their own greenhouse gas emissions and who may be interested in participating in our CCS project.
We have opened discussions with third parties who wish to reduce their own greenhouse gas emissions and who may be interested in participating in our CCS project.
The structural feature at Presidents Oil Field is best characterized as a positive flower structure resulting from transpressional deformation along strike slip faults including the major Rinconada Fault. The Company has determined that production testing may resume at the HV-3A discovery well at Presidents Field.
The structural feature at Presidents Oil Field is best characterized as a positive flower structure resulting from transpressional deformation along strike slip faults including the major Rinconada Fault. The Company has determined that production testing may resume at the HV-3A discovery well at Presidents Field. Testing on pump at this well resumed on March 22, 2024.
Efforts to obtain from the California Geologic Energy Management Division (“CalGEM”) and from the California Water Boards a permit for a water disposal project at the South Salinas Project are also progressing.
South Salinas Project Efforts to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing. Efforts to obtain from the California Geologic Energy Management Division (“CalGEM”) and from the California Water Boards a permit for a water disposal project at the South Salinas Project are also progressing.
Pursuant to this agreement, effective October 1, 2023, we acquired an approximate 22% working interest in and to certain oil and gas assets at the McCool Ranch Field, which is located in Monterey, County, California, just seven miles from our flagship South Salinas Project.
Pursuant to this agreement, effective October 1, 2023, we entered into an agreement to acquire an approximate 22% working interest in and to certain oil and gas assets at the McCool Ranch Field, located in Monterey County, California, near our flagship South Salinas Project.
South Salinas Project Property and Future Operations The Company has drilling permits from Monterey County for two additional wells at the South Salinas Project, being the HV-2 well and the HV-4 well. The Company may drill one or both of these wells in 2025.
South Salinas Project Property and Future Operations The Company has drilling permits from Monterey County for two additional wells at the South Salinas Project, being the HV-2 well and the HV-4 well.
Business - Recent Developments ” for further information on the CCS project. 7 Evaluation of Reserves and Net Revenue Our evaluation and review of oil and gas reserves and future net revenue attributable to the Company’s interests in the South Salinas Project are based on independent analyses prepared by KLS Petroleum Consulting LLC (“KLSP”), Denver, Colorado.
These permits are critical for the proper development of our South Salinas Project asset. 7 Evaluation of Reserves and Net Revenue Our evaluation and review of oil and gas reserves and future net revenue attributable to the Company’s interests in the South Salinas Project are based on independent analyses prepared by KLS Petroleum Consulting LLC (“KLSP”), Denver, Colorado.
Testing on pump at this well resumed on March 22, 2024. 5 One of our initial objectives was to drill the HV-1 confirmation well at the President Oil Field. This objective has been accomplished.
One of our initial objectives was to drill the HV-1 confirmation well at the President Oil Field. This objective has been accomplished.
Oil production from this well has occurred with a generally favorable oil-water ratio and the Company expects, in the first calendar quarter of 2025, to takes steps to attempt to increase the well’s gross production rate, for example by adding up to 650 feet of additional perforations in the oil zone and/or acidizing the well for borehole cleanup.
Oil production from this well has occurred and the Company is assessing steps to attempt to increase the well’s gross production rate, for example by adding up to 650 feet of additional perforations in the oil zone and/or acidizing the well for borehole cleanup.
Carbon Capture and Storage Project as part of Company’s South Salinas Project TPET is committed to attempting to reduce its own carbon footprint and, where possible, that of others. For this reason, TPET is taking initial steps to launch a Carbon Capture and Storage (CCS) project as part of the South Salinas Project.
Carbon Capture and Storage Project as part of Company’s South Salinas Project We are committed to attempting to reduce our own carbon footprint and, where possible, that of others. For this reason, we are taking initial steps to launch a Carbon Capture and Storage (“CCS”) project as part of the South Salinas Project, which appears ideal for such a task.
TPET holds an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the South Salinas Project. Trio LLC holds an approximate 3.8% working interest in the South Salinas Project. TPET and Trio LLC are separate and distinct companies.
We hold an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the South Salinas Project. Trio LLC holds an approximate 3.9% working interest in the South Salinas Project. We and Trio LLC are separate and distinct companies. The remaining working interests are owned by two unrelated parties.
First oil sales from the HV-3A well occurred in the third calendar quarter of 2024. McCool Ranch Oil Field On October 16, 2023, TPET entered into a Purchase and Sale Agreement with Trio LLC (the “McCool Ranch Purchase Agreement”) pertaining to the McCool Ranch Oil Field.
First oil sales from the HV-3A well occurred in the third calendar quarter of 2024 but is currently idled as we further discussions with local oil and gas companies to joint venture the project. 1 McCool Ranch Oil Field On October 16, 2023, we entered into a Purchase and Sale Agreement with Trio LLC (the “McCool Ranch Purchase Agreement”) pertaining to the McCool Ranch Oil Field.
As noted elsewhere, on the Company’s leases there are six existing idle wells (i.e., the BM 1-2-RD1, BM 2-2, BM 2-6, HV-1, HV 3-6 and HV 1-35 wells) and one active well (i.e., HV-3A well).
Region Developed acres Undeveloped acres Term (in years) Gross Net Gross Net California - - 9,245 7,927 1-3 As noted elsewhere, on the Company’s leases there are six existing idle wells (i.e., the BM 1-2-RD1, BM 2-2, BM 2-6, HV-1, HV 3-6 and HV 1-35 wells) and one active well (i.e., HV-3A well).
Salinas Area, Full Development Reserves Supplement to SEC Report Dated 1-28-2022,” (“Prior Reserve Report 2”) both of which had an effective date of October 31, 2021. KLSP has provided an updated reserve report, with an effective date of April 30, 2024, which is entitled “Reserve Attributable to Trio Petroleum Corp.
Salinas Area, Full Development Reserves Supplement to SEC Report Dated 1-28-2022,” (“Prior Reserve Report 2”) both of which had an effective date of October 31, 2021.
We have had revenue-generating operations since the McCool Ranch Oil Field was restarted on February 22, 2024, and as of the quarter ended April 30, 2024, we recorded approximately $75,000 in net revenues from our McCool Ranch Oil Field.
We have had revenue-generating operations since the McCool Ranch Oil Field (defined hereafter) was restarted on February 22, 2024, and recognized our first revenues in our fiscal quarter ended April 30, 2024, and received the proceeds from these operations in June 2024.
ITEM 1. BUSINESS. Overview TPET is a California-based oil and gas exploration and development company headquartered in Bakersfield, California, with its principal executive offices located at 5401 Business Park South, Suite 115, Bakersfield, California 93309, and with operations in Monterey County, California, and Uintah County, Utah.
ITEM 1. BUSINESS. Overview We are a California-based oil and gas exploration and development company headquartered in Malibu, California, with our principal executive offices located at 23823 Malibu Road, Suite 304, Malibu, California 90265, with operations in Monterey County, California, Uintah County, Utah and Lloydminster, Saskatchewan.
Pursuant to the Asphalt Ridge Option Agreement, the Company acquired an option to purchase up to a 20% working interest in certain leases at a long-recognized, major oil accumulation in northeastern Utah, in Uintah County, southwest of the city of Vernal, totaling 960 acres.
Pursuant to the Asphalt Ridge Option Agreement, we acquired an option to purchase up to a 20% working interest in certain leases at a long-recognized, major oil accumulation in northeastern Utah, including an initial 960 acres and a subsequent 1,920 acres, as well as a right-of-refusal option on approximately 30,000 acres.
The Company is evaluating whether to directionally drill both of these wells into the Presidents Oil Field, or to drill one into the Presidents Oil Field and one into the Humpback Oil Field. The production performance of the HV-3A well, which was restarted on March 22, 2024, will bear on the drilling plans for HV-2 and HV-4.
The production performance of the HV-3A well, which was restarted on March 22, 2024, will bear on the drilling plans for HV-2 and HV-4.
Schuessler has significant experience in the evaluation and exploitation of Monterey Formation fractured-reservoirs at the giant Elk Hills and Coles Levee Fields in the San Joaquin Basin in California. Mr. Schuessler’s knowledge of the Monterey Formation is highly-relevant to the evaluation of our South Salinas Project at which the fractured Monterey Formation is of critical importance.
Schuessler’s knowledge of the Monterey Formation is highly-relevant to the evaluation of our South Salinas Project at which the fractured Monterey Formation is of critical importance.
TPET is working diligently toward the goal of obtaining permits for full field development, including long-term production and water disposal. These permits are critical for the proper development of our South Salinas Project asset. TPET is committed to attempting to reduce its own carbon footprint and, where possible, that of others.
TPET is working toward the goal of obtaining permits for full field development, including long-term production and water disposal.
South Salinas Area for Phased and Full Development” (the “Current Reserve Report”), which is included as an exhibit filed with this Annual Report on Form 10-K (“Annual Report”). KLSP is an independent, third-party, petroleum engineering firm that meets industry-standards for qualifications, independence, objectivity and confidentiality. The primary technical person, Kenneth L.
KLSP has provided an updated reserve report, with an effective date of April 30, 2024, which is entitled “Reserve Attributable to Trio Petroleum Corp South Salinas Area for Phased and Full Development” (the “Current Reserve Report”), which is included as an exhibit filed with this Annual Report on Form 10-K (“Annual Report”).
For this reason, TPET is taking initial steps to launch a Carbon Capture and Storage (CCS) project as part of the South Salinas Project. The South Salinas Project appears ideal for a CCS project.
Furthermore, TPET is attempting to launch a Carbon Capture and Storage Project as part of the South Salinas Project, consistent with efforts in California to reduce carbon footprint.
Schuessler, responsible for preparing the Reserve Report is a registered professional petroleum engineer with decades of experience in the petroleum industry and in analyses of reserves. Mr. Schuessler has significant experience in the petroleum industry and has held important positions with Bergeson Associates, Malkewitz-Hueni Associates, SI International, System Technology Associates and MHA Petroleum Consultants. Importantly, Mr.
Schuessler has significant experience in the petroleum industry and has held important positions with Bergeson Associates, Malkewitz-Hueni Associates, SI International, System Technology Associates and MHA Petroleum Consultants. Importantly, Mr. Schuessler has significant experience in the evaluation and exploitation of Monterey Formation fractured-reservoirs at the giant Elk Hills and Coles Levee Fields in the San Joaquin Basin in California. Mr.
Effective May 8, 2024, the Company retained Bush & Associates CPA LLC as its independent registered public accounting firm. South Salinas Project Efforts to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing.
Efforts to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing. Efforts to obtain from the California Geologic Energy Management Division (“CalGEM”) and from the California Water Boards a permit for a water disposal project at the South Salinas Project are also progressing.
Analogs are frequently applied in aiding in the assessment of economic producibility, production decline characteristics, drainage area, and recovery factor. ” The technologies utilized by KLSP also included constructing several numerical models that evaluated the expected oil and gas production under an appropriate range of reservoir characteristics, and which allowed probabilistic estimates of reserves.
When used to support proved reserves, an “analogous reservoir” refers to a reservoir that shares the following characteristics with the reservoir of interest: (i) same geological formation (but not necessarily in pressure communication with the reservoir of interest); (ii) same environment of deposition; (iii) similar geological structure; and (iv) same drive mechanism.” The technologies utilized by KLSP also included constructing several numerical models that evaluated the expected oil and gas production under an appropriate range of reservoir characteristics, and which allowed probabilistic estimates of reserves.
TPET believes it feasible to develop the major oil and gas resources of the South Salinas Project and to concurrently establish a substantial CCS project and potentially a CO2 storage hub and/or Direct Air Capture (DAC) hub. See “ Item I.
We believe it is feasible to develop the major oil and gas resources of the South Salinas Project and to concurrently establish a substantial CCS project and potentially a CO2 storage hub and/or Direct Air Capture (DAC) hub. 2 Market Opportunity We believe that our newly established oil and gas operations in Canada strategically positions the Company to expand its operations into one of North America’s most promising heavy oil basins, with upside potential for long term production and reserve growth.
If this option is not exercised on or before the deadline or any extension thereof, the option will expire and the Company will forfeit any further right to acquire this additional 17.75% working interest in the initial 960 acres.
While we had the option to acquire an additional 17.75% working interest, we decided not to exercise this option and will instead retain our existing 2.25% working interest in the initial 960 acres.
Removed
The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund, and operate oil and gas exploration, development and production projects, initially focusing on one major asset in California, the South Salinas Project (“South Salinas Project”).
Added
During the period ended April 30, 2025 we began generating revenue from our newly acquired properties in Saskatchewan, Canada. Our Canadian projects represent a significant growth opportunity, driven primarily by planned workovers intended to enhance production across the acquired assets.
Removed
California is a significant part of TPET’s geographic focus and we recently acquired a 22% working interest in the McCool Ranch Oil Field (the “McCool Ranch Oil Field”, “McCool Ranch Field” or “McCool Ranch”) in Monterey County, California. TPET’s interests extend beyond California, however, and we recently acquired an interest in the Asphalt Ridge Project in Uintah County, Utah.
Added
We began executing this program immediately following the closing of our April 2025 acquisition of certain heavy oil assets in west-central Saskatchewan, Canada, including producing heavy oil wells, from Novacor (defined below), a company recognized as one of the lowest-cost operators in the region.
Removed
We may acquire additional assets both inside and outside of California and Utah. Trio LLC is a licensed Operator in California and currently operates the South Salinas Project and the McCool Ranch Oil Field on behalf of TPET and other working interest owners.
Added
In November 2025, we expanded our presence with the acquisition of a second Canadian project from Capital Land (defined below). Our strategy continues to focus on acquiring assets that generate immediate cash flow, provide meaningful long-term development potential, and offer the potential for transformative value creation through targeted strategic investment.
Removed
Trio LLC operates these assets pursuant to joint operating agreements (“JOAs”) between and among Trio LLC and the non-operating, third-party, working interest owners. The non-operating parties have agreed under the JOAs to have the Operator explore and develop these assets for the production of oil and gas as provided thereunder.
Added
Initially, California was a significant part of our geographic focus; however, due to rising drilling costs and the negative impact on potential profitability, we have strategically shifted our efforts beyond California to pursue more economically viable opportunities.
Removed
Trio LLC, as Operator, generally conducts and has significant control of operations, subject to the limitations and constraints of the JOAs, and acts in the capacity of an independent contractor.
Added
This transition is reflected in our acquisition of an interest in oil properties that are a part of the Asphalt Ridge Project in Uintah County, Utah, as well as our recent acquisition from Novacor, described above, in the prolific Lloydminster, Saskatchewan heavy oil region and from Capital Land in the County of Vermilion of River (formerly known as the Municipal District of Wellington No. 41).
Removed
Operator is obligated to conduct its activities under the JOAs as a reasonable prudent operator, in good workmanlike manner, with due diligence and dispatch, in accordance with good oilfield practices, and in compliance with applicable laws and regulations. 1 Recent Business Developments Changes to Company Management Changes were made in June 2024, to our management team including the following: 1) Robin Ross, one of the original founders of the Company, became our new Chairman and a Director; 2) Stanford Eschner, our former Executive Chairman, became our Vice Chairman, and; 3) Frank Ingriselli stepped down from his position as Vice Chairman and also from his position as a member of the Board of Directors.
Added
Recent Business Developments Changes to Company Management Effective as of August 1, 2025, Stanford Eschner retired as Vice Chairman and a director of the Company.
Removed
The assets are situated in what is known as the “Hangman Hollow Area” of the McCool Ranch Field.
Added
Effective May 8, 2024, the Company retained Bush & Associates CPA LLC (“Bush & Associates”) as its new independent registered public accounting firm.
Removed
The acquired property is a relatively new oil field (discovered in 2011) developed with six oil wells, one water-disposal well, steam generator, boiler, three 5,000 barrel tanks, 250 barrel test tank, water softener, two freshwater tanks, two soft water tanks, in-field steam pipelines, oil pipelines and other facilities.
Added
Also, pursuant to the requirements of the SEC Order, Bush & Associates re-audited the Company’s financial statements for the fiscal years ended October 31, 2023 and 2022, which financial statements were filed with Amendment No. 1 to the Company’s Report on Form 10-K/A filed with the SEC on June 13, 2024.
Removed
The property is fully and properly permitted for oil and gas production, cyclic-steam injection and water disposal. We are acquiring the working interest at McCool Ranch through primarily work commitment expenditures that are being allocated to restart production at the field and establish cash flow for us, with upside potential given the numerous undrilled infill and development well locations.
Added
The acquired assets included six oil wells, a water-disposal well, a steam generator, boiler, storage tanks, and various operational infrastructure.
Removed
Oil production was restarted on February 22, 2024. McCool Ranch successfully restarted field operations, including the restarting of oil production at the 58X and HH-1 wells. These two wells were restarted on February 22, 2024, and the HH-1 well at McCool Ranch has been producing about 47 barrels of oil per day since it was put back on cold production.
Added
While initial production was restarted on February 22, 2024, we have subsequently determined that under previously negotiated terms, natural gas prices and water disposal costs, particularly in California, makes it cost prohibitive for the Company to employ cyclic-steam operations to increase production and will not be economically feasible in the long run.
Removed
The 58X well at McCool Ranch was also put back on production but was temporarily idled in order to perform a heat treatment that the Company expects to be accomplished by the first calendar quarter of 2025. McCool Ranch operations have been successfully restarted, including the restarting of oil production at the HH-1, 35X and 58X wells.
Added
On May 27, 2025, we executed a termination agreement with Trio LLC to end operations at the location and abandon all related leases. Capitalized costs totaling $500,614 have been written off and expensed in the statement of operations for the period ended April 30, 2025.
Removed
The HH-1 well has a short horizontal completion in the Lombardi Oil Sand, whereas the 35X and 58X wells are both vertical wells with similar oil columns in the Lombardi Oil Sand and with similar subsurface borehole completions. The HH-1 well at McCool Ranch upon restart was initially producing about 47 barrels of oil per day.
Added
On December 29, 2023, we and HSO entered into an Amendment to the Asphalt Ridge Option Agreement, under which we funded $200,000 in exchange for an immediate 2% working interest in the initial 960 acres. An additional $25,000 was funded in January 2024, increasing our working interest to 2.25%.
Removed
The HH-1 and 35X wells collectively has been producing about 10 to 15 bopd. The 58X well is temporarily idle. Oil production at the HH-1 and 35X wells has been “cold” (i.e., without steam). Both wells have been temporarily idled pending further assessment to place on steam during the first calendar quarter of 2025.
Added
Novacor Asset Purchase Agreement As of April 4, 2025, we entered into an Asset Purchase Agreement (the “April 2025 Novacor APA”) with Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of the Company (“Trio Canada”), and Novacor Exploration Ltd., a corporation incorporated under the Canada Business Corporations Act (“Novacor”), pursuant to which, subject to the terms and conditions set forth in the April 2025 Novacor APA, Trio Canada agreed to acquire certain assets of Novacor relating its oil and gas business, including certain contracts, leases and permits for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada (collectively, the “April 2025 Novacor Assets”), free and clear of any liens other than certain specified liabilities of Novacor that are being assumed (collectively, the “Liabilities” and such acquisition of the Novacor Assets and assumption of the Liabilities together, the “April 2025 Novacor Acquisition”) for a total purchase price of (i) US$650,000, in cash, US$65,000 of which was previously provided as a deposit to Novacor, and (ii) the issuance to Novacor of 526,536 shares of common stock of common stock.
Removed
The aforementioned initial three wells at McCool Ranch were each restarted and produced “cold” (i.e. without steam injection), which allows for lower operating costs, with expectation that each would be produced cold as long as profitable.
Added
The April 2025 Novacor Acquisition was consummated in two closings, which was completed on May 22, 2025. All five of our currently active wells are in the newly acquired Novacor property. P.R.
Removed
The Company expects to transition each well from cold to cyclic-steam production, also known as “huff and puff,” which is expected to significantly increase production. The wells at McCool Ranch historically have responded favorably when cyclic-steam operations have been applied.
Added
Spring Letter of Intent and Option On May 15, 2025, we entered into a non-binding Letter of Intent (LOI) with HSO for the potential acquisition of 2,000 acres of oil and gas properties at P.R. Spring, Uintah Basin, Utah (“P.R. Spring”), which is adjacent to Asphalt Ridge.
Removed
The Company is assessing the viability of restarting the last two wells in the restart program, the HH-3 and HH-4 wells, in the first calendar quarter of 2025. The HH-3 and HH-4 wells will have horizontal completions similar to but longer than that of the HH-1 well.
Added
The LOI contemplates our issuance of 1,492,272 restricted shares of common stock and the payment of $850,000 at closing, subject to execution of definitive agreements. Upon signing the LOI, we made a non-refundable $150,000 payment to HSO in consideration for the option.
Removed
All water produced from these wells will be disposed in the on-site water disposal well. 2 The HH-1 well was initially produced cold for about 380 days in 2012-2013, during which time peak production was about 156 barrels of oil per day (“BOPD”), average production was about 35 BOPD and cumulative production was about 13,147 barrels of oil (“BO”).
Added
The LOI requires evidence of a minimum sustained production rate of 40 barrels per day for a continuous 30-day period from two wells at Asphalt Ridge by May 15, 2026, or the LOI will expire unless extended by us. We are not under any obligation to enter into definitive agreements in connection with an acquisition.
Removed
The 58X well was initially produced cold for about 230 days in 2011-2013, during which time peak production was about 41 BOPD, average production was about 13 BOPD and cumulative production was about 2,918 BO.
Added
Trio believes expanding operations into Canada offers economic development and low operational costs. Trio also believes that the market accessibility combined with a favorable regulatory process makes this area very attractive for continued and future development.
Removed
KLS Petroleum Consulting LLC (“KLSP”), a third-party, independent engineering firm, recommends that McCool Ranch be developed with horizontal wells, each landed in the Lombardi Oil Sand with a 1,000-foot lateral. Management estimates that TPET’s property can probably accommodate approximately 22 additional such horizontal wells.
Added
The oil and gas industry is operationally challenging in California, where we have the South Salinas Project, due primarily to regulatory issues and to efforts to facilitate an energy transition away from fossil fuels.
Removed
TPET expects to add the reserve value of the McCool Ranch Field to the Company’s reserve report after a further period of observation and review of the oil production that was restarted on February 22, 2024.
Added
TPET believes that given the size and future anticipated costs of exploration, it is best to seek out a joint venture partner who has the capacity to continue to operate in California with the expectation that the market for oil and gas in California will remain strong for the foreseeable future.
Removed
HSO holds the right to such leases below 500 feet depth from surface and the Company acquired the option to participate in HSO’s initial 960 acre drilling and production program (the “HSO Program”) on such Asphalt Ridge Leases.
Added
The Company hopes and expects TPET’s commitment to reduce carbon footprint through a Carbon Capture and Storage Project to be viewed favorably by California regulatory bodies, perhaps helping to facilitate operations at the South Salinas Project and elsewhere.
Removed
TPET also holds the right of first refusal to participate with up to 20% working interest on the greater approximate 30,000 acre leasehold at terms offered to other third-parties.

… 88 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

19 edited+7 added−24 removed76 unchanged
Biggest changeOur business is dependent on the successful development of our various current petroleum assets and projects and/or on continued successful identification and exploitation of other petroleum assets and prospects, whereas the identified locations in which we drill in the future may not yield oil or natural gas in commercial quantities. ● Our inability to access appropriate equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets or delay our future oil and natural gas production. ● We are subject to drilling and other operational environmental hazards. 16 ● The development schedule of oil and natural gas projects, including the availability and cost of drilling rigs, equipment, supplies, personnel and oilfield services, is subject to delays and cost overruns. ● Participants in the oil and gas industry are subject to numerous laws that can affect the cost, manner or feasibility of doing business. ● We and our operations are subject to numerous environmental, health and safety regulations which may result in material liabilities and costs. ● Our operations may be dependent on sources of electricity and/or natural gas that may be unreliable or costly. ● We expect continued and increasing attention to climate change and energy transition issues and associated regulations to constrain and impede the oil/gas industry. ● We may incur substantial losses and become subject to liability claims as a result of future oil and natural gas operations, for which we may not have adequate insurance coverage.
Biggest changeOur business is dependent on the successful development of our various current petroleum assets and projects and/or on continued successful identification and exploitation of other petroleum assets and prospects, whereas the identified locations in which we drill in the future may not yield oil or natural gas in commercial quantities. ● Our inability to access appropriate equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets or delay our future oil and natural gas production. ● We are subject to numerous risks inherent to the exploration and production of oil and natural gas. ● We are subject to drilling and other operational environmental hazards. 16 ● The development schedule of oil and natural gas projects, including the availability and cost of drilling rigs, equipment, supplies, personnel and oilfield services, is subject to delays and cost overruns. ● Participants in the oil and gas industry are subject to numerous laws that can affect the cost, manner or feasibility of doing business. ● We and our operations are subject to numerous environmental, health and safety regulations which may result in material liabilities and costs. ● Our operations may be dependent on sources of electricity and/or natural gas that may be unreliable or costly. ● We expect continued and increasing attention to climate change and energy transition issues and associated regulations to constrain and impede the oil/gas industry. ● We may incur substantial losses and become subject to liability claims as a result of future oil and natural gas operations, for which we may not have adequate insurance coverage. ● We may be subject to risks in connection with acquisitions and the integration of significant acquisitions may be difficult. ● If we fail to realize the anticipated benefits of a significant acquisition, our results of operations may be adversely affected. ● The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention. ● We are subject to the examination of our tax returns and other tax matters by the U.S.
There are uncertainties surrounding our future business operations that must be navigated if we transition from an exploration stage entity and commence generating revenues, some of which may cause a material adverse effect on our results of operations and financial condition. 20 We are dependent on certain members of our management and technical team.
There are uncertainties surrounding our future business operations that must be navigated if we transition from an exploration stage entity and commence generating material and recurring revenues, some of which may cause a material adverse effect on our results of operations and financial condition. 20 We are dependent on certain members of our management and technical team.
Risks Relating to Our Business We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended October 31, 2024 and 2023.
Risks Relating to Our Business We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended October 31, 2025 and 2024.
For all of the reasons discussed above in this section, the Company has a reasonable expectation that the Company’s South Salinas Project will prove to have reserves approximately as estimated, that the Company will have adequate funding to develop the reserves, and that there will exist the legal right to develop the Company’s reserves in the Project.
For all of the reasons discussed above in this section, the Company has a reasonable expectation that the Company’s South Salinas Project will prove to have reserves approximately as estimated, and that there will exist the legal right to develop the Company’s reserves in the Project.
Our management has concluded that our accumulated deficit and no source of revenue sufficient to cover our cost of operation as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern, and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended October 31, 2024 and 2023.
Our management has concluded that our accumulated deficit and limited source of revenue sufficient to cover our cost of operation as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern, and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended October 31, 2025 and 2024.
We have been an exploration stage entity and will continue to be so until we generate revenue. Exploration stage entities face substantial business risks and may suffer significant losses.
We have been an exploration stage entity and will continue to be so until we generate material and recurring revenue. Exploration stage entities face substantial business risks and may suffer significant losses.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Ability to Continue as a Going Concern .” 17 We may face delays and/or obstacles in project development due to difficulties in obtaining necessary permits from federal, state, county and/or local agencies, which may materially affect our business.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Going Concern Considerations .” 17 We may face delays and/or obstacles in project development due to difficulties in obtaining necessary permits from federal, state, county and/or local agencies, which may materially affect our business.
The Company’s proposal to use existing pipelines to minimize truck traffic should help expedite approval of necessary permits; ● Documentation as to how the Company’s operations will be carried-out in an environmentally and socially responsible manner; and ● A Full Environment Impact Report, discussed immediately below. ● A Carbon Capture and Storage Project as part of the South Salinas Project.
The Company’s proposal to use existing pipelines to minimize truck traffic should help expedite approval of necessary permits; ● Documentation as to how the Company’s operations will be carried-out in an environmentally and socially responsible manner; and ● A Full Environment Impact Report, discussed immediately below.
Risks Relating to Our Business ● We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended October 31, 2024 and 2023. ● We may face delays and/or obstacles in project development due to difficulties in obtaining necessary permits from federal, state, county and/or local agencies, which may materially affect our business. ● Due to our contractor model for drilling operations, we will be vulnerable to any inability to engage one or more drilling rigs and associated drilling personnel. ● We have faced and may in the future face conflicts of interest in negotiations with related parties, including in negotiations with Lafayette Energy Corp and/or Trio LLC, entities which certain of our current and former employees, officers and directors serve as employees, officers or directors, for example concerning assets where TPET and one of these entities have interests. ● We are operating in a highly capital-intensive industry, and any sales of produced oil and gas may be insufficient to fund, sustain, or expand revenue-generating operations. ● We face substantial uncertainties in estimating the characteristics of our assets, so you should not place undue reliance on any of our measures. ● The drilling of wells is speculative, often involving significant costs that may be more than our estimates, and drilling may not result in any discoveries or additions to our future production or future reserves, or it may result in disproving or diminishing our current reserves. ● We have been an exploration stage entity and our future performance is uncertain. ● Seismic studies do not guarantee that oil or gas is present or, if present, will produce in economic quantities. ● The potential lack of availability of, or cost of, drilling rigs, equipment, supplies, personnel, and crude oil field services could adversely affect our ability to execute on a timely basis exploration and development plans within any budget. ● Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms in the future, which may in turn limit our ability to develop our exploration, appraisal, development and production activities. ● A substantial or extended decline in global and/or local oil and/or natural gas prices may adversely affect our business, financial condition and results of operations. ● Unless we replace our petroleum reserves, our reserves and production will decline over time.
Risks Relating to Our Business ● We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended October 31, 2025 and 2024. ● We may face delays and/or obstacles in project development due to difficulties in obtaining necessary permits from federal, state, county and/or local agencies, which may materially affect our business. ● Due to our contractor model for drilling operations, we will be vulnerable to any inability to engage one or more drilling rigs and associated drilling personnel. ● We are operating in a highly capital-intensive industry, and any sales of produced oil and gas may be insufficient to fund, sustain, or expand revenue-generating operations. ● We face substantial uncertainties in estimating the characteristics of our assets, so you should not place undue reliance on any of our measures. ● There are uncertainties and risks in the drilling of wells, often involving significant costs that may be more than our estimates, and drilling may not result in any discoveries or additions to our future production or future reserves, or it may result in disproving or diminishing our current reserves. ● We have been an exploration stage entity and our future performance is uncertain. ● We are dependent on certain members of our management and technical team. ● Seismic studies do not guarantee that oil or gas is present or, if present, will produce in economic quantities. ● The potential lack of availability of, or cost of, drilling rigs, equipment, supplies, personnel, and crude oil field services could adversely affect our ability to execute on a timely basis exploration and development plans within any budget. ● Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms in the future, which may in turn limit our ability to develop our exploration, appraisal, development and production activities. ● A substantial or extended decline in global and/or local oil and/or natural gas prices may adversely affect our business, financial condition and results of operations. ● Unless we replace our petroleum reserves, our reserves and production will decline over time.
This reasonable expectation of adequate funding is based on anticipated proceeds from additional capital raises and anticipated operating revenues: ● The Company believes that the South Salinas Project has the potential to be both beneficial to society and profitable to shareholders and, for these and other reasons, that the Company may raise funds sufficient to cover project costs including the costs of Phase 1.
The Company’s expectation that it will have adequate funding to develop the reserves at the South Salinas Project is based on anticipated proceeds from additional capital raises and anticipated operating revenues: ● The Company believes that the South Salinas Project has the potential to be both beneficial to society and profitable to shareholders and, for these and other reasons, that the Company may raise funds sufficient to cover project costs including the costs of Phase 1.
For the year ended October 31, 2024, we generated revenues of $213,204, reported a net loss of $9,626,797 and cash flows used in operating activities of $3,840,744. For the year ended October 31, 2023, we generated no revenues, reported a net loss of $6,544,426, and cash flows used in operating activities of $4,036,834.
For the year ended October 31, 2025, we generated revenues of $398,734, reported a net loss of $7,282,133 and cash flows used in operating activities of $2,604,749. For the year ended October 31, 2024, we generated revenues of $213,204, reported a net loss of $9,626,797, and cash flows used in operating activities of $3,840,744.
It is anticipated that these costs will be partly covered by capital raises and/or financing and, furthermore, that these costs may be partly and possibly entirely covered by revenue from oil and gas sales; ● The Company has a reasonable expectation that additional capital raises will be successfully accomplished, as needed.
It is anticipated that these costs will be partly covered by capital raises and/or financing and, furthermore, that these costs may be partly and possibly entirely covered by revenue from oil and gas sales; ● The Company has a reasonable expectation that additional capital raises will be successfully accomplished as needed based on the various methods available for securing capital including financing plans that may be developed in collaboration with our bankers and/or future lenders based on reserves, cash flow and/or other considerations.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations in these circumstances, the market price of our securities would likely decline. In addition, we cannot assure investors that our assumptions and expectations will prove to be correct.
If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects would likely be materially and adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations in these circumstances, the market price of our securities would likely decline.
Important factors could cause our actual results to differ materially from those indicated or implied by forward-looking statements. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results Of Operations - Cautionary Statement Regarding Forward-Looking Information” for a discussion of some of the forward-looking statements that are qualified by these risk factors.
Management’s Discussion and Analysis of Financial Condition and Results Of Operations - Cautionary Statement Regarding Forward-Looking Information” for a discussion of some of the forward-looking statements that are qualified by these risk factors. Factors that could cause or contribute to such differences include those factors discussed below. Summary of Risk Factors Investing in our common stock involves risks.
These risks are discussed more-fully in the “ Item 1A. Risk Factors ” section of this Annual Report beginning on page 16. Below is a summary of these risks.
In addition, our business and operations are subject to a number of risks, which you should be aware of prior to making a decision to invest in our common stock. These risks are discussed more-fully in the “ Item 1A. Risk Factors ” section of this Annual Report beginning on page 16. Below is a summary of these risks.
The capacities of standard oil field service companies in general (i.e., in addition to drilling contractors) in California have declined and continue to decline in parallel with the continuing decline of California’s oil and gas industry.
The capacities of standard oil field service companies in general (i.e., in addition to drilling contractors) in California have declined and continue to decline in parallel with the continuing decline of California’s oil and gas industry. 18 We are operating in a highly capital-intensive industry, and any sales of produced oil and gas may be insufficient to fund, sustain, or expand revenue-generating operations.
As of October 31, 2024, we had an accumulated deficit of $20,073,679.
As of October 31, 2025, we had an accumulated deficit of $27,355,812.
Employees As of December 31, 2024, we had one employee, who is located in Canada. 15 Subsidiaries The Company has no subsidiaries. ITEM 1A. RISK FACTORS. Our future operating results could differ materially from the results described in this Annual Report due to the risks and uncertainties described below.
ITEM 1A. RISK FACTORS. Our future operating results could differ materially from the results described in this Annual Report due to the risks and uncertainties described below. You should consider carefully the following information about risks in evaluating our business.
Risks Relating to Our Securities ● If we are not able to comply with the applicable continued listing requirements or standards of the NYSE American, our common stock could be delisted from the NYSE American. ● Our share price may be volatile, and purchasers of our common stock could incur substantial losses. ● We do not intend to pay dividends on our common stock.
Risks Relating to Our Securities ● There can be no assurance that an active and liquid trading market for our common stock will continue or that we will be able to continue to comply with the NYSE American’s continued listing standard ● Our share price may be volatile, and purchasers of our common stock could incur substantial losses. ● A substantial portion of our total issued and outstanding shares may be sold into the market at any time.
Removed
The Company has a reasonable expectation that it will have adequate funding to develop the reserves at the South Salinas Project.
Added
Employees As of December 31, 2025, we had one employee, who is located in Canada. 15 Subsidiaries Our only subsidiary is Trio Petroleum Canada, Corp., an Alberta, Canada corporation. Our Chief Executive Officer, Robin Ross, is also the Chief Executive Officer of Trio Canada and also serves as Secretary/Treasurer.
Removed
This reasonable expectation is based on the experience and track record of the Company’s management team which has a demonstrated ability to secure funding for oil and gas exploration, development and production ventures, including that of Robin Ross, our Chief Executive Officer. The Company plans to leverage the relationships and experience of Mr.
Added
Our Chief Financial Officer, Greg Overholtzer, is also the Chief Financial Officer of Trio Canada. Robin Ross also serves as the sole director of Trio Canada. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
Removed
Ross and other members of its management team in private and public equity fundraising to raise capital for the Company, if and as needed.
Added
As an “emerging growth company” we may take advantage of reduced reporting requirements that are otherwise applicable to public companies.
Removed
Furthermore, this reasonable expectation is based on the confidence of Spartan Capital Securities, LLC, the Company’s investment banker, in both the Company and in the Project, and the various methods available for securing capital including financing plans that may be developed in collaboration with our bankers and/or future lenders based on reserves, cash flow and/or other considerations.
Added
These provisions include, but are not limited to: ● the option to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus; ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”); ● not being required to comply with any requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Removed
You should consider carefully the following information about risks in evaluating our business. If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects would likely be materially and adversely affected.
Added
In addition, we cannot assure investors that our assumptions and expectations will prove to be correct. Important factors could cause our actual results to differ materially from those indicated or implied by forward-looking statements. See “Item 7.
Removed
Factors that could cause or contribute to such differences include those factors discussed below. Summary of Risk Factors Investing in our common stock involves risks. In addition, our business and operations are subject to a number of risks, which you should be aware of prior to making a decision to invest in our common stock.
Added
This could cause the market price of our common stock to drop significantly, even if our business is doing well. ● Our common stock may be subject to the “penny stock” rules in the future.
Removed
Other Risks ● We may be subject to risks in connection with acquisitions and the integration of significant acquisitions may be difficult. ● If we fail to realize the anticipated benefits of a significant acquisition, our results of operations may be adversely affected. ● The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention. ● We are subject to the examination of our tax returns and other tax matters by the U.S.
Added
It may be more difficult to resell securities classified as “penny stock.” ● For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies. ● We do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our shares appreciates.
Removed
We have faced and may in the future face conflicts of interest in negotiations with related parties, including in negotiations with Lafayette Energy Corp and/or Trio LLC, entities which certain of our current and former employees, officers and directors serve as employees, officers or directors, for example concerning assets where TPET and one of these entities have interests.
Removed
TPET and Lafayette Energy Corp (“LEC”) both have equity interests in the Asphalt Ridge Project, Utah. TPET and Trio LLC both have equity interests in the South Salinas Project and the McCool Ranch Oil Field, California. Gregory L. Overholtzer, our Chief Financial Officer, is also employed by Lafayette Energy Corp (“LEC”) as its Chief Financial Officer.
Removed
TPET and LEC both have interests in the Asphalt Ridge Asset in Utah. TPET has an option at this asset and potential conflicts of interests may arise. Mr.
Removed
Overholtzer, through his relationship with LEC, might benefit in the event TPET is unable to exercise its option to acquire this asset. 18 Stanford Eschner, who we employed as our Vice Chairman until December 31, 2024 and who continues as our Vice Chairman in a non-employee capacity, and Steven Rowlee, who we employed as our Chief Operating Officer until December 31, 2024 and was officially released from his duties by the Board as of January 2, 2025, are also employed by Trio LLC.
Removed
Stanford Eschner is Trio LLC’s Chairman and Steven Rowlee is its Vice President. Terence B. Eschner, who we employed as our President until December 31, 2024 and was officially released from his duties by the Board as of January 2, 2025, also works as a consultant to Trio LLC through his company Sarlan Resources, Inc.
Removed
Trio LLC and its management team are part owners of the Company and will continue as Operator of the South Salinas Project and the McCool Ranch Oil Field on behalf of Trio Corp and of the other working interest partners.
Removed
In October 2023, the Company acquired an approximate 22% working interest in the McCool Ranch Oil Field from Trio LLC, which the Company announced in a press release on October 18, 2023. The Company is acquiring this interest in the McCool Ranch Oil Field primarily through work commitment expenditures that will be allocated to restart production at the field.
Removed
Since Trio LLC is partly owned and controlled by members of our management, acquisitions of Trio LLC’s assets by the Company constitute related party transactions and, therefore, a special committee of our board of directors, currently comprised of Mr. Ross, Mr. Randall and Mr. Hunter (the “Trio Special Committee”) was formed to evaluate and negotiate the terms of such acquisitions.
Removed
In addition, in accordance with our Related Person Transaction Policy, we will have such transactions reviewed and approved by our Board’s Audit Committee. TPET has engaged KLS Petroleum Consulting LLC (“KLSP”) to conduct comprehensive analyses and to provide valuations of such assets, which analyses have been delivered to the Company and evaluated by the Trio Special Committee.
Removed
Since LEC is partly owned and controlled by current and former members of our management, transactions including acquisitions between TPET and LEC relating to the Asphalt Ridge Asset and/or to other assets constitute related party transactions, we have formed a special committee of our board of directors, comprised of Mr. Pernice, Mr. Randall and Mr.
Removed
Hunter (the “Lafayette Special Committee”) to evaluate and negotiate the terms of any such future transactions. In addition, in accordance with our Related Person Transaction Policy, we will have any such future transactions reviewed and approved by our Board’s Audit Committee.
Removed
TPET will engage KLS Petroleum Consulting LLC (“KLSP”) or other third-party experts, as deemed necessary by TPET’s management and/or by the Lafayette Special Committee, to conduct comprehensive analyses and to provide valuations of such assets, which analyses will be delivered to the Company and evaluated by the Trio Special Committee.
Removed
We may enter into future transactions with LEC and/or Trio LLC. These transactions can give rise to potential conflicts of interest. We believe that the terms and conditions of our transactions have been, and will continue to be at arm’s length and on commercial terms that are normal, considering the characteristics of the goods or services involved.
Removed
However, there can be no assurance that if such transactions had been concluded between or with third parties, such parties would have negotiated or entered into agreements or carried out such transactions under the same or substantially similar terms and conditions.
Removed
Notwithstanding the fact that we have created the Trio Special Committee and the Lafayette Special Committee to address these potential conflicts of interest, such potential conflicts of interests could result in the value of our securities being worth less than similarly situated companies without conflicts of interest, or becoming devalued in the future.
Removed
Additionally, such conflicts of interest could also lead to future stockholder litigation against such conflicted officers and directors and/or the Company, which could force us to expend significant resources defending and could result in material damages being required to be paid by the Company.
Removed
We are operating in a highly capital-intensive industry, and any sales of produced oil and gas may be insufficient to fund, sustain, or expand revenue-generating operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+2 added−1 removed0 unchanged
Biggest changeWe seek to reduce cybersecurity risks through a variety of cybersecurity risk management activities that are designed to identify, assess, manage and mitigate cybersecurity threats. Risk Management Strategy The Company’s cybersecurity risk management program is focused on the following key areas: ● Governance: The cybersecurity risk management program is led by our outsourced security team.
Biggest changeWe are continuing to implement resources designed to protect our systems and data from cybersecurity threats and are in the process of engaging an outsourced security firm to oversee our cybersecurity program. We seek to reduce cybersecurity risks through a variety of risk management activities intended to identify, assess, manage, and mitigate cybersecurity threats.
Trio is in the process of implementing an extensive set of policies, procedures, systems and tools designed to help safeguard our systems and data, including firewalls, intrusion detection systems, access controls including multi-factor authentication, vulnerability scanning, penetration testing, independent third-party control audits, an internal bug bounty program, and other systems and processes. ● Incident Response Planning: We intend to maintain a breach reporting and resolution plan that includes defined processes, roles, communications, responsibilities and procedures for responding to cybersecurity incidents and other events that impact our operations.
Trio is in the process of implementing an extensive set of policies, procedures, systems, and tools designed to help safeguard our distributed systems and cloud-based data, including firewalls, intrusion detection systems, access controls such as multi-factor authentication, vulnerability scanning, penetration testing, independent third-party control audits, an internal bug bounty program, and other systems and processes. ● Incident Response Planning: We intend to maintain a breach reporting and resolution plan that includes defined processes, roles, communications, responsibilities, and procedures for responding to cybersecurity incidents and other events that impact our operations.
At present our Board of Directors does not oversee the cybersecurity risk management program, however, the Audit Committee of our Board of Directors is in the process of implementing procedures to obtain regular updates on our cybersecurity program, including recent developments, key initiatives to strengthen our systems, applicable industry standards, vulnerability assessments, third-party and independent reviews, and other information security considerations. ● Approach: We intend to use a cross-functional approach to identifying, preventing, assessing, and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that are designed to provide for the prompt escalation of cybersecurity incidents and support appropriate public disclosure and reporting of incidents as required in a timely manner.
At present, our Board of Directors does not directly oversee the cybersecurity risk management program; however, the Audit Committee is in the process of implementing procedures to obtain regular updates on our cybersecurity program, including recent developments, key initiatives to strengthen our systems, applicable industry standards, vulnerability assessments, third-party and independent reviews, and other information security considerations. ● Approach: We intend to use a cross-functional approach to identifying, preventing, assessing, and mitigating cybersecurity threats and incidents, while implementing controls and procedures designed to provide for the prompt escalation of cybersecurity incidents and support appropriate public disclosure and reporting.
Cybersecurity Risks While we plan to dedicate significant efforts and resources to our cybersecurity program, we may be unable to successfully identify threats, prevent attacks, satisfactorily resolve cybersecurity incidents, or implement adequate mitigating controls.
These evaluations include testing both the design and operational effectiveness of security controls. 30 Cybersecurity Risks While we plan to dedicate significant efforts and resources to our cybersecurity program, we may be unable to successfully identify threats, prevent attacks, satisfactorily resolve cybersecurity incidents, or implement adequate mitigating controls.
Our incident response plans will be tested and evaluated on a regular basis. ● Education and Awareness: We plan to establish a security and privacy awareness program that runs throughout the year and includes training for all company personnel to enhance employee awareness of how to detect and respond to cybersecurity threats as well as more targeted training for company personnel that have increased responsibility for mitigating certain potential cybersecurity risks. 30 We plan to review and update our policies, procedures, processes and practices to address changes in the threat landscape and as a result of lessons learned from suspected, actual or simulated incidents.
Our incident response plans will be tested and evaluated on a regular basis. ● Education and Awareness: We plan to establish a security and privacy awareness program that runs throughout the year and includes training for all company personnel to enhance employee awareness of how to detect and respond to cybersecurity threats, as well as more targeted training for personnel with increased responsibility for mitigating certain cybersecurity risks.
Our cybersecurity efforts will include the use of risk-based administrative, technical, and physical controls.
Our cybersecurity efforts include, or are expected to include, risk-based administrative, technical, and physical controls.
Any breach of our network security and information systems or other cybersecurity-related incidents that results in, or may result in, the loss, theft or unauthorized disclosure of data, or any delay in determining the full extent of a potential breach, could have a material adverse impact on our business, results of operations, and financial condition, including harm to our reputation and brand, reduced demand for our solutions, time-consuming and expensive litigation, fines, penalties, and other damages.
Any cybersecurity incident affecting our distributed systems, employee devices, cloud-based platforms, or third-party service providers that results in, or may result in, the loss, theft, or unauthorized disclosure of data—or any delay in determining the full extent of a potential breach—could have a material adverse impact on our business, results of operations, and financial condition.
ITEM 1C. CYBERSECURITY. Cybersecurity attacks impact businesses and organizations of all sizes and sectors on a global basis. At Trio, we recognize the importance of developing, implementing and maintaining a cybersecurity risk management program. We are currently implementing resources to protect our systems and data, from cybersecurity threats.
ITEM 1C. CYBERSECURITY. Cybersecurity attacks impact businesses and organizations of all sizes and sectors on a global basis. At Trio, we recognize the importance of developing, implementing, and maintaining a cybersecurity risk management program. Although the Company does not operate a centralized server environment, our operations rely on distributed devices and cloud-based platforms provided by third-party vendors.
To date and except as otherwise may be noted in this Annual Report, we are not aware of any cybersecurity threats, nor have we had any cybersecurity incidents.
Potential impacts include harm to our reputation and brand, reduced demand for our solutions, time-consuming and expensive litigation, fines, penalties, and other damages. To date, and except as otherwise noted in this Annual Report, we are not aware of any cybersecurity threats that have materially affected us, nor have we experienced any cybersecurity incidents.
We also plan to review industry best practices to assist in evaluating responses to new challenges and risks. These evaluations include testing both the design and operational effectiveness of security controls.
We plan to review and update our policies, procedures, processes, and practices to address changes in the threat landscape and lessons learned from suspected, actual, or simulated incidents. We also plan to review industry best practices to assist in evaluating responses to new challenges and risks.
Removed
We are dependent on internal and external information technology systems and infrastructure to securely process, transmit, and store critical information. We are currently in the process of engaging an outsourced security firm for overseeing our cybersecurity.
Added
While this architecture reduces certain single-point-of-failure risks, it does not eliminate exposure to cybersecurity threats. We remain dependent on internal systems, employee devices, and external cloud-based infrastructure to securely process, transmit, and store critical information.
Added
Risk Management Strategy Our cybersecurity risk management program is focused on the following key areas: ● Governance: Our cybersecurity risk management program is led by our outsourced security team.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−1 removed6 unchanged
Biggest changePlan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of granted restricted stock awards outstanding Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders (1) 197,994 $ 15.09 168,500 272,750 Equity compensation plans not approved by security holders - - - - 197,994 $ 15.09 168,500 272,750 (1) The Company adopted the 2022 Plan originally at the closing of its initial public offering, and the 2022 Plan was amended and restated at the 2024 annual meeting of the stockholders on August 15, 2024.
Biggest changePlan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of granted restricted stock awards outstanding Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders (1) 177,994 $ 13.42 395,844 510,250 Equity compensation plans not approved by security holders - - - - 177,994 $ 13.42 395,844 510,250 (1) The Company adopted the 2022 Plan originally at the closing of its initial public offering, and the 2022 Plan was amended and restated at the 2025 annual meeting of the stockholders on July 30, 2025. 32 Recent Sales of Unregistered Securities During the year ended October 31, 2025, all sales of unregistered securities by the Company have been previously reported on a Form 8-K or Form 10-Q.
Under the 2022 Plan, we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. Pursuant to the 2022 Plan, we have reserved 500,000 shares of the shares of common stock for issuance thereunder.
Under the 2022 Plan, we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. Pursuant to the 2022 Plan, we have reserved 2,500,000 shares of the shares of common stock for issuance thereunder.
The following table sets forth certain information about the securities authorized for issuance under our incentive plans as of October 31, 2024.
The following table sets forth certain information about the securities authorized for issuance under our incentive plans as of October 31, 2025.
Holders of Record As of January 15, 2025, we had 30 holders of record of our common stock. The actual number of holders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.
Holders of Record As of January 16, 2026, we had 34 holders of record of our common stock. The actual number of holders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.
This program provided the Company with flexibility to raise capital as needed to fund growth initiatives and working capital requirements. During the year ended October 31, 2024, the Company sold 361,708 shares of common stock through the ATM, generating net proceeds of $1,173,679.
This program provided the Company with flexibility to raise capital as needed to fund growth initiatives and working capital requirements. During the year ended October 31, 2025, the Company sold 2,951,169 shares of common stock through the Spartan ATM, generating net proceeds of $3,475,650.
At-the Market Offering During the year ended October 31, 2024, the Company implemented an at-the-market equity offering program ( “ ATM ” ), allowing for the periodic sale of shares of common stock to the public through a designated underwriter, based on prevailing market conditions.
At-the Market Offerings During the year ended October 31, 2024, the Company implemented an at-the-market equity offering program (“Spartan ATM”) with Spartan Capital Securities, LLC (“Spartan”), allowing for the periodic sale of shares of common stock to the public through Spartan, based on prevailing market conditions.
As of January 15, the ATM has been fully sold, resulting in the sale of a total of 3,312,877 shares of common stock, generating net proceeds of $4,649,329. Issuer Purchases of Equity Securities We did not repurchase any of our equity securities during the period covered by this Annual Report. ITEM 6. [RESERVED]
Inc., however no sales have been made as of the date of this report. Issuer Purchases of Equity Securities We did not repurchase any of our equity securities during the period covered by this Annual Report. ITEM 6. [RESERVED]
Removed
As of the date of this Annual Report, all awards under the 2022 Plan granted by the Board have been disclosed on the Form 8-Ks. 32 Recent Sales of Unregistered Securities During the year ended October 31, 2024, all sales of unregistered securities by the Company have been previously reported on a Form 8-K or Form 10-Q.
Added
As of January 15, 2025, the Spartan ATM was fully sold, resulting in the sale of a total of 3,312,877 shares of common stock, generating net proceeds of $4,649,329. Subsequent to the year ended October 31, 2025, the Company implemented a new at-the-market equity offering program (“Ladenburg ATM”) with Ladenburg Thalman & Co.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

52 edited+77 added−64 removed41 unchanged
Biggest changeResults of Operations For the Year Ended October 31, 2024 compared to the Year Ended October 31, 2023 Our financial results for the years ended October 31, 2024 and 2023 are summarized as follows: For the Years Ended October 31, 2024 2023 Change % Change Revenues, net $ 213,204 $ - $ 213,204 100.0 % Operating expenses: Exploration expenses $ 177,416 $ 251,743 $ (74,327 ) (29.5 )% General and administrative expenses 4,716,057 3,315,782 1,400,275 42.2 % Stock-based compensation expense 1,534,667 1,044,261 490,406 47.0 % Accretion expenses 2,778 2,778 - 0.0 % Total operating expenses 6,430,918 4,614,564 1,816,354 39.4 % Loss from operations (6,217,714 ) (4,614,564 ) (1,603,150 ) 34.7 % Other expenses: Interest expense 2,118,548 791,811 1,326,737 167.6 % Loss on settlement - 13,051 (13,051 ) (100.0 %) Loss on note conversion 1,290,535 1,125,000 165,535 14.7 % Total other expenses 3,409,083 1,929,862 1,479,221 76.6 % Loss before income taxes (9,626,797 ) (6,544,426 ) (3,082,371 ) 47.1 % Income tax benefit - - - - Net loss $ (9,626,797 ) $ (6,544,426 ) $ (3,082,371 ) 47.1 % 38 Revenues, net Revenues, net increased for year ended October 31, 2024 by approximately $0.2 million as compared to the prior period, which had no revenue; we sold and shipped approximately 2,900 barrels of oil, primarily produced from the HH-1 well.
Biggest changeThis may make comparison of our condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 37 Results of Operations For the Year Ended October 31, 2025 compared to the Year Ended October 31, 2024 Our financial results for the years ended October 31, 2025 and 2024 are summarized as follows: For the Years Ended October 31, 2025 2024 Change % Change Revenues, net $ 398,734 $ 213,204 $ 185,230 87.0 % Cost of goods sold 175,729 - 175,729 100.0 % Gross profit 223,005 213,204 9,801 4.6 % Operating expenses: Exploration expenses $ 45,594 $ 177,416 $ (131,822 ) (74.3 )% General and administrative expenses 2,817,626 4,716,057 (1,898,431 ) (40.3 )% Stock-based compensation expense 2,629,110 1,534,667 1,094,443 71.3 % Accretion expenses 2,778 2,778 - 0.0 % Total operating expenses 5,495,108 6,430,918 (935,810 ) (14.6 )% Loss from operations (5,272,103 ) (6,217,714 ) 945,611 (15.2 )% Other expenses: Interest expense 605,515 2,118,548 (1,513,033 ) (71.4 )% Loss on abandonment of properties 611,763 - 611,763 100.0 % Loss on extinguishment 89,339 - 89,339 100.0 % Loss on conversion 712,253 1,290,535 (578,282 ) (44.8 )% Gain on foreign currency translation (8,840 ) - (8,840 ) 100.0 % Total other expenses 2,010,030 3,409,083 (1,399,053 ) (41.0 )% Loss before income taxes (7,282,133 ) (9,626,797 ) 2,344,664 (24.4 )% Income tax benefit - - - - Net loss $ (7,282,133 ) $ (9,626,797 ) $ (2,344,664 ) (24.4 )% Revenues, net Revenues, net for the year ended October 31, 2025 increased by approximately $0.2 million, or 87.0%, compared to revenue in the prior year.
Exploration expenses decreased by approximately $0.1 million as compared to the prior year period due to a decrease in exploratory, geological, and geophysical costs incurred during the period.
Exploration expenses decreased by approximately $0.1 million as compared to the prior year due to a decrease in exploratory, geological, and geophysical costs incurred during the period.
Forward-looking statements contained in this Annual Report include, but are not limited to, statements about: ● our ability to find, acquire or gain access to other discoveries and prospects and to successfully develop our current discoveries and prospects; ● uncertainties inherent in making estimates of our oil and natural gas data; ● the successful implementation of our prospect discovery and development and drilling plans with the South Salinas Project; ● projected and targeted capital expenditures and other costs, commitments and revenues; 33 ● our dependence on our key management personnel and our ability to attract and retain qualified technical personnel; ● the ability to obtain financing and the terms under which such financing may be available; ● the volatility of oil and natural gas prices; ● the availability and cost of developing appropriate infrastructure around and transportation to our discoveries and prospects; ● the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services; ● other competitive pressures; ● potential liabilities inherent in oil and natural gas operations, including drilling risks and other operational and environmental hazards; ● current and future government regulation of the oil and gas industry; ● cost of compliance with laws and regulations; ● changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation of those laws and regulations; ● environmental liabilities; ● geological, technical, drilling and processing problems; ● military operations, terrorist acts, wars or embargoes; ● the cost and availability of adequate insurance coverage; ● our vulnerability to severe weather events; and ● other risk factors discussed in the “Risk Factors” section of this Annual Report.
Forward-looking statements contained in this Annual Report include, but are not limited to, statements about: ● our ability to find, acquire or gain access to other discoveries and prospects and to successfully develop our current discoveries and prospects; ● uncertainties inherent in making estimates of our oil and natural gas data; ● the successful implementation of our prospect discovery and development and drilling plans with the South Salinas Project; ● projected and targeted capital expenditures and other costs, commitments and revenues; ● our dependence on our key management personnel and our ability to attract and retain qualified technical personnel; ● the ability to obtain financing and the terms under which such financing may be available; ● the volatility of oil and natural gas prices; ● the availability and cost of developing appropriate infrastructure around and transportation to our discoveries and prospects; ● the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services; ● other competitive pressures; ● potential liabilities inherent in oil and natural gas operations, including drilling risks and other operational and environmental hazards; ● current and future government regulation of the oil and gas industry; ● cost of compliance with laws and regulations; ● changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation of those laws and regulations; ● environmental liabilities; ● geological, technical, drilling and processing problems; ● military operations, terrorist acts, wars or embargoes; ● the cost and availability of adequate insurance coverage; ● our vulnerability to severe weather events; and ● other risk factors discussed in the “Risk Factors” section of this Annual Report.
We were formed to initially acquire an approximate 82.75% working interest (which was subsequently increased to an approximate 85.775% working interest) from Trio Petroleum LLC (“Trio LLC”) in the large, approximately 9,300-acre South Salinas Project that is located in Monterey County, California, and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets.
We were formed to initially acquire an approximate 82.75% working interest (which was subsequently increased to an approximate 85.775% working interest) from Trio LLC (“Trio LLC”) in the large, approximately 9,300-acre South Salinas Project that is located in Monterey County, California, and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets.
With regards to oil and gas properties, this assessment applies to proved properties; unproved properties are assessed for impairment either at an individual property basis or a group basis. 42 Asset Retirement Obligations ARO consists of future plugging and abandonment expenses on oil and natural gas properties.
With regards to oil and gas properties, this assessment applies to proved properties; unproved properties are assessed for impairment either at an individual property basis or a group basis. Asset Retirement Obligations ARO consists of future plugging and abandonment expenses on oil and natural gas properties.
Unproved oil and natural gas properties Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until we specifically identify a lease that will revert to the lessor, at which time we charge the associated unproved lease acquisition costs to exploration costs.
Proved and unproved oil and natural gas properties Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until we specifically identify a lease that will revert to the lessor, at which time we charge the associated unproved lease acquisition costs to exploration costs.
Throughout this report, the terms “our,” “we,” “us,” “TPET” and the “Company” refer to Trio Petroleum Corp. Cautionary Note Regarding Forward-looking Statements This Annual Report contains forward-looking statements that can involve substantial risks and uncertainties.
Throughout this report, the terms “our,” “we,” “us,” “TPET” and the “Company” refer to Trio Petroleum Corp 33 Cautionary Note Regarding Forward-looking Statements This Annual Report contains forward-looking statements that can involve substantial risks and uncertainties.
The following discussion and analysis of the results of operations and financial condition of Trio Petroleum Corp. as of and for the years ended October 31, 2024 and 2023 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report.
The following discussion and analysis of the results of operations and financial condition of Trio Petroleum Corp as of and for the years ended October 31, 2025 and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report.
Described below are the most significant policies we apply in preparing our condensed financial statements, some of which are subject to alternative treatments under GAAP. We also describe the most significant estimates and assumptions we make in applying these policies. See “Note 2 - Summary of Significant Accounting Policies” to our financial statements.
Described below are the most significant policies we apply in preparing our consolidated financial statements, some of which are subject to alternative treatments under GAAP. We also describe the most significant estimates and assumptions we make in applying these policies. See “Note 2 - Summary of Significant Accounting Policies” to our consolidated financial statements.
We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared, and actual results could differ from our estimates and such differences could be material.
We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the consolidated financial statements are prepared, and actual results could differ from our estimates and such differences could be material.
On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements, as well as the sufficiency of the disclosures pertaining to our accounting policies in the footnotes accompanying our financial statements.
On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our consolidated financial statements, as well as the sufficiency of the disclosures pertaining to our accounting policies in the footnotes accompanying our consolidated financial statements.
Asphalt Ridge Option Agreement and the Lafayette Energy Leasehold Acquisition and Development Option Agreement On November 10, 2023, TPET entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”) with Heavy Sweet Oil LLC (“HSO”).
Asphalt Ridge Option Agreement and the Lafayette Energy Leasehold Acquisition and Development Option Agreement On November 10, 2023, we entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”) with Heavy Sweet Oil LLC (“HSO”).
Pursuant to the Asphalt Ridge Option Agreement, the Company acquired an option to purchase up to a 20% working interest in certain leases at a long-recognized, major oil accumulation in northeastern Utah, in Uintah County, southwest of the city of Vernal, including an initial 960 acres and a subsequent 1,920 acres, as well as a right-of-refusal option on approximately 30,000 acres.
Pursuant to the Asphalt Ridge Option Agreement, we acquired an option to purchase up to a 20% working interest in certain leases at a long-recognized, major oil accumulation in northeastern Utah, including an initial 960 acres and a subsequent 1,920 acres, as well as a right-of-refusal option on approximately 30,000 acres.
Cash provided by financing activities during the year ended October 31, 2024 was primarily attributable to proceeds of approximately $3.1 million from the issuance of promissory notes, related party notes and convertible notes payable and proceeds of approximately $1.2 million from the issuance of common shares in connection with an ATM agreement, offset by payments for debt in the amount of approximately $0.4 million and debt issuance costs of $0.3 million.
Cash provided by financing activities during the year ended October 31, 2024 was primarily attributable to proceeds of approximately $3.1 million from the issuance of promissory notes, related party notes and convertible notes payable and proceeds of approximately $1.2 million from the issuance of common shares in connection with an ATM agreement, offset by payments for debt in the amount of approximately $0.4 million and debt issuance costs of $0.3 million. 39 Capital Resources Since our inception, we have funded our operations with the proceeds from equity and debt financing.
For the year ended October 31, 2024, accretion expenses remained consistent with that of the prior year period. Other expenses, net For the year ended October 31, 2024, other expenses, net increased by approximately $1.5 million when compared to the prior year period.
For the year ended October 31, 2025, accretion expenses remained consistent with that of the prior year period. Other expenses, net For the year ended October 31, 2025, other expenses, net decreased by approximately $1.4 million when compared to the prior year period.
We have had revenue-generating operations since the McCool Ranch Oil Field was restarted on February 22, 2024, and recognized our first revenues in our fiscal quarter ended April 30, 2024, and received the proceeds from these operations in June 2024.
We have had revenue-generating operations since the McCool Ranch Oil Field was restarted on February 22, 2024, and recognized our first revenues in our fiscal quarter ended April 30, 2024, and received the proceeds from these operations in June 2024. During the period ended April 30, 2025, we began generating revenue from our newly acquired properties in Saskatchewan, Canada.
We hold an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the South Salinas Project. Trio LLC holds an approximate 3.8% working interest in the South Salinas Project. We and Trio LLC are separate and distinct companies.
We hold an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the South Salinas Project. Trio LLC holds an approximate 3.9% working interest in the South Salinas Project. We and Trio LLC are separate and distinct companies. The remaining working interests are owned by two unrelated parties.
Recent Accounting Pronouncements All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to us.
These assumptions represent Level 3 inputs. Recent Accounting Pronouncements All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to us.
Pursuant to this agreement, effective October 1, 2023, we acquired an approximate 22% working interest in and to certain oil and gas assets at the McCool Ranch Field, which is located in Monterey, County, California, just seven miles from our flagship South Salinas Project.
Pursuant to this agreement, effective October 1, 2023, we entered into an agreement to acquire an approximate 22% working interest in and to certain oil and gas assets at the McCool Ranch Field, located in Monterey County, California, near our flagship South Salinas Project.
The cash used during the current period is attributable to approximately $1.2 million related to costs for capital expenditures, which were capitalized and are reflected in the balance of the oil and gas property as of October 31, 2024.
Cash used from investing activities for the year ended October 31, 2024 was attributable to approximately $1.2 million related to costs for capital expenditures, which were capitalized and are reflected in the balance of the oil and gas property as of October 31, 2024.
Cash Flows from Investing Activities For the years ended October 31, 2024 and 2023, cash used in investing activities was $1,089,882 and $2,189,859, respectively.
Cash Flows from Investing Activities For the years ended October 31, 2025 and 2024, cash used in investing activities was $978,563 and $1,089,882, respectively.
These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Overview We are a California-based oil and gas exploration and development company headquartered in Bakersfield, California, with our principal executive offices located at 5401 Business Park South, Suite 115, Bakersfield, California 93309, with operations in Monterey County, California, and Uintah County, Utah.
These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Overview We are a California-based oil and gas exploration and development company headquartered in Malibu, California, with our principal executive offices located at 23823 Malibu Road, Suite 304, Malibu, California 90265, with operations in Monterey County, California, Uintah County, Utah and Lloydminster, Saskatchewan.
For this reason, we are taking initial steps to launch a Carbon Capture and Storage (“CCS”) project as part of the South Salinas Project, which appears ideal for such a task.
Carbon Capture and Storage Project as part of Company’s South Salinas Project We are committed to attempting to reduce our own carbon footprint and, where possible, that of others. For this reason, we are taking initial steps to launch a Carbon Capture and Storage (“CCS”) project as part of the South Salinas Project, which appears ideal for such a task.
Oil production from this well has occurred with a generally favorable oil-water ratio and the Company expects, in December 2024, or the first calendar quarter of 2025, to takes steps to attempt to increase the well’s gross production rate, for example by adding up to 650 feet of additional perforations in the oil zone and/or acidizing the well for borehole cleanup.
Oil production from this well has occurred and the Company is assessing steps to attempt to increase the well’s gross production rate, for example by adding up to 650 feet of additional perforations in the oil zone and/or acidizing the well for borehole cleanup.
General and administrative expenses also include corporate facility costs including rent, utilities, depreciation, amortization and maintenance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services.
General and administrative expenses also include corporate facility costs including rent, utilities, depreciation, amortization and maintenance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services. General and administrative expenses decreased by approximately $1.9 million for the year ended October 31, 2025, compared to the prior year.
First oil sales from the HV-3A well occurred in the third calendar quarter of 2024. McCool Ranch Oil Field On October 16, 2023, we entered into a Purchase and Sale Agreement with Trio LLC (the “McCool Ranch Purchase Agreement”) pertaining to the McCool Ranch Oil Field.
McCool Ranch Oil Field On October 16, 2023, we entered into a Purchase and Sale Agreement with Trio LLC (the “McCool Ranch Purchase Agreement”) pertaining to the McCool Ranch Oil Field.
Our cash used in operations for year ended October 31, 2023 was primarily attributable to our net loss of $6,544,426, adjusted for non-cash expenses in the aggregate amount of $2,520,829, as well as $13,237 of net cash used to fund changes in the levels of operating assets and liabilities.
The cash used in operations for the year ended October 31, 2025 was primarily attributable to our net loss of $7,282,133, adjusted for non-cash expenses in the aggregate amount of $4,706,442, as well as $109,058 of net cash used to fund changes in the levels of operating assets and liabilities.
We believe it is feasible to develop the major oil and gas resources of the South Salinas Project and to concurrently establish a substantial CCS project and potentially a CO2 storage hub and/or Direct Air Capture (DAC) hub. 36 Going Concern Considerations We have only begun to generate revenues in the current fiscal year and have incurred significant losses since inception.
We believe it is feasible to develop the major oil and gas resources of the South Salinas Project and to concurrently establish a substantial CCS project and potentially a CO2 storage hub and/or Direct Air Capture (DAC) hub.
As of October 31, 2024, we have paid a total of $225,000 to HSO in costs related to infrastructure and have a 2.25% interest in the leases; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of October 31, 2024.
These funds were designated for infrastructure development, including road construction. As of October 31, 2025, we had paid a total of $225,000 to HSO and hold a 2.25% working interest in the leases. These costs have been capitalized and are reflected in the oil and gas property balance as of October 31, 2025.
Cash Flows Our cash flows for the year ended October 31, 2024, in comparison to our cash flows for the year ended October 31, 2023, can be summarized as follows: Years ended October 31, 2024 2023 Net cash used in operating activities $ (3,840,744 ) $ (4,036,834 ) Net cash used in investing activities (1,089,882 ) (2,189,859 ) Net cash provided by financing activities 3,654,647 7,714,969 Net change in cash $ (1,275,979 ) $ 1,488,276 Cash Flows from Operating Activities For the years ended October 31, 2024 and 2023, cash used in operating activities was $3,840,744 and $4,036,834, respectively.
Cash Flows Our cash flows for the year ended October 31, 2025, in comparison to our cash flows for the year ended October 31, 2024, can be summarized as follows: Years ended October 31, 2025 2024 Net cash used in operating activities $ (2,604,749 ) $ (3,840,744 ) Net cash used in investing activities (978,563 ) (1,089,882 ) Net cash provided by financing activities 4,165,058 3,654,647 Effect of foreign currency exchange 14,471 - Net change in cash $ 596,217 $ (1,275,979 ) Cash Flows from Operating Activities For the years ended October 31, 2025 and 2024, cash used in operating activities was $2,604,749 and $3,840,744, respectively.
We expect to add the reserve value of such fields to our reserve report after a further period of observation and review of oil production.
We expect to add the reserve value of such fields to our reserve report after a further period of observation and review of the oil production; once this has been determined, we will estimate the necessary depreciation, depletion and amortization (“DD&A”) for such wells.
We have historically relied upon the issuance of equity and promissory notes that are convertible into shares of our common stock to fund our operations and have devoted significant efforts to reduce that exposure. We anticipate that we will need to issue equity to fund our operations for the foreseeable future.
We have experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the issuance of equity and promissory notes that are convertible into shares of our common stock to fund our operations and have devoted significant efforts to reduce that exposure.
During February and March of 2023, we entered into additional leases related to the unproved properties of the South Salinas Project with two groups of lessors. The first group of leases covers 360 acres and has a term of 20 years; we are required to make rental payments of $25/acre per year.
In February and March 2023, we entered into additional leases covering unproved properties in the South Salinas Project: ● Group 1: Covers 360 acres with a 20-year term; annual rental payments of $25 per acre ● Group 2: Covers 307.75 acres with a 20-year term; annual rental payments of $30 per acre During the second and third quarters of fiscal 2025, we strategically terminated all additional leases in the South Salinas Project.
On November 10, 2023, we entered into the ARLO Agreement with HSO for a term of nine months which allows us the exclusive right to acquire up to a 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to us.
Asphalt Ridge Leases – ARLO Agreement On November 10, 2023, we entered into the ARLO Agreement with HSO, granting the exclusive right to acquire up to a 20% working interest in a 960-acre drilling and production program in the Asphalt Ridge leases for $2,000,000.
Cash provided by financing activities during the year ended October 31, 2023 was primarily attributable to $6.7 million in gross proceeds from the issuance of common stock, $1.8 million in net proceeds from the exercise of warrants and $1.6 million in net proceeds from the convertible note financing, offset by the payment of offering costs of approximately $1.0 million and the payment of notes payables of approximately $1.5 million. 40 Our cash change was a decrease of approximately $1.3 million as of October 31, 2024.
Cash provided by financing activities during the year ended October 31, 2025 was primarily attributable to (i) proceeds approximately $3.5 million from the issuance of shares of common stock in connection with an ATM agreement, (ii) proceeds from the issuance of convertible debt of approximately $1.6 million, offset by repayments of related party debt and promissory notes of approximately $0.2 million and $0.6 million, respectively, as well as payments of debt issuance costs of approximately $0.1 million.
We are currently in compliance with this requirement and have paid in advance the rental payment for the period from March 2024 through March 2025.
The delay rental payment for October 2024 through October 2025 has been paid in advance, and we remain in compliance.
The second lease covers 160 acres of the South Salinas Project; it is currently held by delay rental and is renewed every three years. Until drilling commences, we are required to make delay rental payments of $30/acre per year.
Continued operations and oil production at the HV-3A well maintain the lease’s validity. ● Lease 2 (160 acres): Such lease is held by delay rental, renewed every three years. We are required to pay $30 per acre annually until drilling commences.
As consideration for the granting of the lease extension, we paid the lessor a one-time, non-refundable payment of $252,512; this amount was capitalized and reflected in the balance of the oil and gas property as of October 31, 2022.
A one-time, non-refundable payment of $252,512 was made and capitalized as part of oil and gas property as of October 31, 2022. The force majeure status was extinguished following the drilling of the HV-1 well.
As of October 31, 2024, we have an accumulated deficit of $20,073,679 and a working capital deficit of $2,025,480, and for the year ended October 31, 2024, a net loss of $9,626,797 and cash used in operation activities of $3,840,744.
As of October 31, 2025, we had an accumulated deficit of $27,355,812 and a working capital deficit of $785,902. For the year ended October 31, 2025, we reported a net loss of $7,282,133 and used $2,604,749 in cash for operating activities.
Such warrants may be exercised beginning 6 months after issuance until four- and one-half years thereafter. 41 Critical Accounting Policies and Estimates Basis of Presentation We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments.
For the years ended October 31, 2025 and 2024, we recognized director compensation expense of $321,689 and $223,170, respectively. 40 Critical Accounting Policies and Estimates Basis of Presentation We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments.
On December 29, 2023, we entered into an amendment to the ARLO Agreement, whereby we funded $200,000 of the $500,000 payable by us to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases.
The agreement allowed for investment in tranches, with an initial tranche of no less than $500,000 payable within seven days of HSO satisfying certain conditions. On December 29, 2023, we amended the ARLO Agreement and funded $200,000 of the initial $500,000 tranche in advance of HSO satisfying the required conditions. In exchange, we acquired a 2% interest in the leases.
Liquidity and Capital Resources Working Capital/(Deficiency) Our working capital deficit as of October 31, 2024, in comparison to our working capital deficit as of October 31, 2023, can be summarized as follows: October 31, 2024 October 31, 2023 Current assets $ 565,219 $ 1,695,341 Current liabilities 2,590,699 1,851,386 Working capital (deficiency) $ (2,025,480 ) $ (156,045 ) 39 Current assets decreased because of i) a decrease to the cash account of approximately $1.3 million due to increased payroll expenses and additional cash outlays for capital expenditures for the oil and gas properties, offset by an increase in prepaid assets of approximately $0.2 million.
These reductions were partially offset by a $0.6 million loss incurred in the current period due to the abandonment of oil and gas properties. 38 Liquidity and Capital Resources Working Capital/(Deficiency) Our working capital deficit as of October 31, 2025, in comparison to our working capital deficit as of October 31, 2024, can be summarized as follows: October 31, 2025 October 31, 2024 Current assets $ 1,070,988 $ 565,219 Current liabilities 1,856,890 2,590,699 Working capital (deficiency) $ (785,902 ) $ (2,025,480 ) Current assets increased primarily due to a $3.4 million rise in cash, driven by proceeds from the sale of common shares under the Company’s at-the-market (ATM) offering agreement during the fiscal quarter ended January 31, 2025.
These amounts were offset by approximately $1.9 million in amounts used from the Advance to Operators account, which is designated for costs for the HV-1 well. Cash Flows from Financing Activities For the years ended October 31, 2024 and 2023, cash provided by financing activities was$ 3,654,647 and $7,714,969, respectively.
Cash Flows from Financing Activities For the years ended October 31, 2025 and 2024, cash provided by financing activities was $4,165,058 and $3,654,647, respectively.
However, our interests extend beyond California and we recently acquired an interest in the Asphalt Ridge Project in Uintah County, Utah; we may acquire additional assets both inside and outside of California and Utah. 34 South Salinas Project Efforts to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing.
This transition is reflected in our acquisition of an interest in oil properties that are a part of the Asphalt Ridge Project in Uintah County, Utah, as well as our recent acquisition from Novacor, as described above, in the prolific Lloydminster, Saskatchewan heavy oil region and from Capital Land in the County of Vermilion of River (formerly known as the Municipal District of Wellington No. 41). 34 South Salinas Project Efforts to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing.
Such compensation is structured as follows: an annual retainer of $50,000 cash plus an additional $10,000 for each Board committee upon which the Director serves, each paid quarterly in arrears.
Board of Directors Compensation On July 11, 2022, our Board of Directors approved a compensation plan for non-employee directors, effective upon the consummation of our initial public offering (IPO). Under this plan, each non-employee director is entitled to an annual cash retainer of $50,000, plus an additional $10,000 per Board committee served, with all payments made quarterly in arrears.
In January 2024, the Company funded an additional $25,000 resulting in a 2.25% working interest in the initial 960 acres. 35 The Asphalt Ridge Project, according to J.
On December 29, 2023, we and HSO entered into an Amendment to the Asphalt Ridge Option Agreement, under which we funded $200,000 in exchange for an immediate 2% working interest in the initial 960 acres. An additional $25,000 was funded in January 2024, increasing our working interest to 2.25%.
The first lease, which covers 8,417 acres, was amended on May 27, 2022 to provide for an extension of then-current force majeure status for an additional, uncontested twelve months, during which we would be released from having to evidence to the lessor the existence of force majeure conditions.
Contractual Obligations and Commitments Unproved Property Leases South Salinas Project We hold various leases related to unproved properties in the South Salinas Project, including two leases with the same lessor: ● Lease 1 (8,417 acres): Such lease was amended on May 27, 2022 to extend force majeure status for an additional uncontested twelve months, releasing us from evidencing force majeure conditions during that period.
Current liabilities increased because of i) an increase in accounts payable of approximately $0.5 million, as well as an increase in notes payable – related parties of approximately $0.3 million.
Current liabilities decreased overall, reflecting reductions in promissory notes (approximately $0.7 million), notes payable to related parties ($0.2 million), and other current liabilities ($0.4 million). These decreases were partially offset by an increase in accounts payable of approximately $0.2 million and an increase in convertible notes of approximately $0.5 million.
We expect to add the reserve value of such fields to our reserve report after a further period of observation and review of the oil production. As of October 31, 2024 and 2023, all of our oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization.
As of October 31, 2025 and 2024, such oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization. 41 Proved oil and natural gas properties include developed and undeveloped reserves that have been confirmed through drilling and production activities.
We will require additional capital funding in order to drill additional planned wells at the South Salinas, McCool Ranch and Asphalt Ridge assets and to pay for additional development costs and other payment obligations and operating costs until our planned revenue streams are fully implemented and begin to offset our operating costs, if ever.
Our current revenue levels are insufficient to cover operating costs, and we remain dependent on external financing to sustain operations and fund planned development activities. We will require additional capital to advance drilling and development at our South Salinas and Asphalt Ridge assets, meet payment obligations, and support ongoing operations.
Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable to continue as a going concern. The financial statements included in this report also include a going concern footnote (see Note 3).
GAAP on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additional information is provided in Note 3 to the condensed consolidated financial statements.
Stock-based compensation expense increased by approximately $0.5 million for the year ended October 31, 2024 due to the amortization of 260,000 options issued in the current year period; such had not yet been granted during the same period in the prior year.
For the year ended October 31, 2025, stock-based compensation expense increased by approximately $1.1 million, primarily reflecting the grant and immediate recognition of expense for 1,552,500 options issued during the fourth quarter of fiscal 2025.
Removed
California is a significant part of our geographic focus and we recently acquired a 22% working interest in the McCool Ranch Oil Field (the “McCool Ranch Oil Field”, “McCool Ranch Field” or “McCool Ranch”) in Monterey County, California.
Added
Our Canadian projects represent a significant growth opportunity, driven primarily by planned workovers intended to enhance production across the acquired assets.
Removed
The assets are situated in what is known as the “Hangman Hollow Area” of the McCool Ranch Field.
Added
We began executing this program immediately following the closing of our April 2025 acquisition of certain heavy oil assets in west-central Saskatchewan, Canada, including producing heavy oil wells, from Novacor, a company recognized as one of the lowest-cost operators in the region. In November 2025, we expanded our presence with the acquisition of a second Canadian project from Capital Land.
Removed
The acquired property is a relatively new oil field (discovered in 2011) developed with six oil wells, one water-disposal well, a steam generator, boiler, three 5,000 barrel tanks, a 250-barrel test tank, a water softener, two freshwater tanks, two soft water tanks, in-field steam pipelines, oil pipelines and other facilities.
Added
Our strategy continues to focus on acquiring assets that generate immediate cash flow, provide meaningful long-term development potential, and offer the potential for transformative value creation through targeted strategic investment.
Removed
The property is fully and properly permitted for oil and gas production, cyclic-steam injection and water disposal. We are acquiring the working interest at McCool Ranch primarily through work commitment expenditures, which are being allocated to restart production at the field and establish cash flow for us, with upside potential given the numerous undrilled infill and development well locations.
Added
Initially, California was a significant part of our geographic focus; however, due to rising drilling costs and the negative impact on potential profitability, we have strategically shifted our efforts beyond California to pursue more economically viable opportunities.
Removed
Oil production was restarted on February 22, 2024. McCool Ranch operations have been successfully restarted, including the restarting of oil production at the HH-1, 35X and 58X wells.
Added
First oil sales from the HV-3A well occurred in the third calendar quarter of 2024 but is currently idled as we further discussions with local oil and gas companies to joint venture the project.
Removed
The HH-1 well has a short horizontal completion in the Lombardi Oil Sand, whereas the 35X and 58X wells are both vertical wells with similar oil columns in the Lombardi Oil Sand and with similar subsurface borehole completions. The HH-1 well at McCool Ranch upon restart was initially producing about 47 barrels of oil per day.
Added
The acquired assets included six oil wells, a water-disposal well, a steam generator, boiler, storage tanks, and various operational infrastructure.
Removed
The HH-1 and 35X wells collectively are currently producing about 10 to 15 bopd. The 58X well is temporarily idle. Oil production at the HH-1 and 35X wells is currently “cold” (i.e., without steam). The Company expects to restart cyclic steam operations in December 2024 or the first calendar quarter of 2025.
Added
While initial production was restarted on February 22, 2024, we have subsequently determined that under previously negotiated terms, natural gas prices and water disposal costs, particularly in California, makes it cost prohibitive for the Company to employ cyclic-steam operations to increase production and will not be economically feasible in the long run.
Removed
The aforementioned initial three wells at McCool Ranch were each restarted and produced “cold” (i.e. without steam injection), which allows for lower operating costs, with expectation that each would be produced cold as long as profitable.
Added
On May 27, 2025, we executed a termination agreement with Trio LLC to end operations at the location and abandon all related leases. Capitalized costs totaling $500,614 have been written off and expensed in the statement of operations for the period ended October 31, 2025.
Removed
The Company expects to transition each well from cold to cyclic-steam production, also known as “huff and puff,” which is expected to significantly increase production. The wells at McCool Ranch historically have responded favorably when cyclic-steam operations have been applied.
Added
While we had the option to acquire an additional 17.75% working interest, we decided not to exercise this option and will instead retain our existing 2.25% working interest in the initial 960 acres. 35 Novacor Asset Purchase Agreement As of April 4, 2025, we entered into an Asset Purchase Agreement (the “April 2025 Novacor APA”) with Trio Canada and Novacor Exploration Ltd., a corporation incorporated under the Canada Business Corporations Act (“Novacor”), pursuant to which, subject to the terms and conditions set forth in the April 2025 Novacor APA, Trio Canada agreed to acquire certain assets of Novacor relating its oil and gas business, including certain contracts, leases and permits for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada (collectively, the “April 2025 Novacor Assets”), free and clear of any liens other than certain specified liabilities of Novacor that are being assumed (collectively, the “Liabilities” and such acquisition of the Novacor Assets and assumption of the Liabilities together, the “April 2025 Novacor Acquisition”) for a total purchase price of (i) US$650,000, in cash, US$65,000 of which was previously provided as a deposit to Novacor, and (ii) the issuance to Novacor of 526,536 shares of common stock of common stock.
Removed
The Company expects to restart the last two wells in the restart program, the HH-3 and HH-4 wells, in December 2024 or the first calendar quarter of 2025. The HH-3 and HH-4 wells will have horizontal completions similar to but longer than that of the HH-1 well.
Added
The April 2025 Novacor Acquisition was consummated in two closings, with the first closing being consummated on April 8, 2025 and the second closing consummated on May 22, 2025. All five of our currently active wells are in the newly acquired Novacor property P.R.
Removed
All water produced from these wells will be disposed in the on-site water disposal well. The HH-1 well was initially produced cold for about 380 days in 2012-2013, during which time peak production was about 156 barrels of oil per day (“BOPD”), average production was about 35 BOPD and cumulative production was about 13,147 barrels of oil (“BO”).
Added
Spring Letter of Intent and Option On May 15, 2025, we entered into a non-binding Letter of Intent (LOI) with HSO for the potential acquisition of 2,000 acres of oil and gas properties at P.R. Spring, Uintah Basin, Utah (“P.R. Spring”), which is adjacent to Asphalt Ridge.
Removed
The 58X well was initially produced cold for about 230 days in 2011-2013, during which time peak production was about 41 BOPD, average production was about 13 BOPD and cumulative production was about 2,918 BO.
Added
The LOI contemplates our issuance of 1,492,272 restricted shares of common stock and the payment of $850,000 at closing, subject to execution of definitive agreements. Upon signing the LOI, we made a non-refundable $150,000 payment to HSO in consideration for the option.
Removed
KLS Petroleum Consulting LLC (“KLSP”), a third-party, independent engineering firm, recommends that McCool Ranch be developed with horizontal wells, each landed in the Lombardi Oil Sand with a 1,000-foot lateral. Management estimates that TPET’s property can probably accommodate approximately 22 additional horizontal wells and TPET accordingly may commence a drilling program in 2025.
Added
The LOI requires evidence of a minimum sustained production rate of 40 barrels per day for a continuous 30-day period from two wells at Asphalt Ridge by May 15, 2026, or the LOI will expire unless extended by us. We are not under any obligation to enter into definitive agreements in connection with an acquisition.
Removed
TPET expects to add the reserve value of the McCool Ranch Field to the Company’s reserve report after a further period of observation and review of the oil production that was restarted on February 22, 2024.
Added
Capital Land Services Acquisition On August 20, 2025, the Company), through its wholly owned subsidiary Trio Canada, entered into an Asset Purchase Agreement (“APA”) with Capital Land Services Ltd. (“Capital Land”).

… 113 more changes not shown on this page.