Malibu, California, Oct. 09, 2025 (GLOBE NEWSWIRE) -- Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California oil and gas company, today is pleased to announce that its wholly owned Canadian Subsidiary Trio Petroleum Canada, Corp. has received notice from the Alberta Energy Regulator (AER) that Trio meets all eligibility requirements outlined under Directive 067: Eligibility Requirements for Acquiring and Holding Energy Licences and Approvals. Commented Robin Ross CEO of Trio, " We ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for Trio Petroleum Corp [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, reflecting the company's financial position, performance, and cash flows [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets provide a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity Condensed Consolidated Balance Sheet Highlights | Metric | July 31, 2025 (Unaudited) | October 31, 2024 | | :--------------------------------- | :-------------------------- | :----------------- | | **ASSETS** | | | | Cash | $584,365 | $285,945 | | Total current assets | $876,550 | $565,219 | | Oil and gas properties - not subject to amortization | $12,155,186 | $11,119,119 | | Total assets | $13,031,736 | $11,684,338 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Total current liabilities | $1,556,279 | $2,590,699 | | Total liabilities | $1,609,454 | $2,641,790 | | Total stockholders' equity | $11,422,282 | $9,042,548 | | Total liabilities and stockholders' equity | $13,031,736 | $11,684,338 | - Cash increased by **$298,420** from October 31, 2024, to July 31, 2025, reflecting improved liquidity[10](index=10&type=chunk) - Total current liabilities decreased significantly by **$1,034,420**, improving the company's short-term financial position[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations detail the company's revenues, expenses, and net loss over specific periods Condensed Consolidated Statements of Operations Highlights | Metric | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 9 Months Ended July 31, 2025 | 9 Months Ended July 31, 2024 | | :--------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | $192,395 | $63,052 | $226,485 | $135,975 | | Cost of goods sold | $98,489 | $- | $107,751 | $- | | Gross profit | $93,906 | $63,052 | $118,734 | $135,975 | | Total operating expenses | $768,932 | $1,573,242 | $2,879,196 | $5,045,353 | | Loss from operations | $(675,026) | $(1,510,190) | $(2,760,462) | $(4,909,378) | | Total other expenses | $711,697 | $668,381 | $1,805,538 | $3,017,176 | | Net loss | $(1,386,723) | $(2,178,571) | $(4,566,000) | $(7,926,554) | | Basic and Diluted Net Loss per Common Share | $(0.17) | $(0.87) | $(0.69) | $(3.84) | - Revenues for the three months ended July 31, 2025, increased by **205.1% to $192,395**, primarily due to sales from newly acquired Saskatchewan assets, offsetting the termination of McCool Ranch operations[12](index=12&type=chunk)[208](index=208&type=chunk) - Net loss significantly decreased by **36.3%** for the three months and **42.4%** for the nine months ended July 31, 2025, compared to the prior year, driven by reduced operating and other expenses[12](index=12&type=chunk)[207](index=207&type=chunk)[215](index=215&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This statement outlines the changes in the company's equity accounts over the reporting period, reflecting share issuances and accumulated deficit Stockholders' Equity Changes (Nine Months Ended July 31, 2025) | Metric | October 31, 2024 | July 31, 2025 | | :--------------------------------- | :--------------- | :-------------- | | Common Stock Shares Outstanding | 3,203,068 | 8,399,839 | | Common Stock Amount | $320 | $840 | | Additional Paid-in Capital | $29,125,917 | $36,040,611 | | Accumulated Deficit | $(20,073,679) | $(24,639,679) | | Total Stockholders' Equity | $9,042,548 | $11,422,282 | - Total stockholders' equity increased by **$2,379,734** from October 31, 2024, to July 31, 2025, primarily due to significant issuances of common shares[13](index=13&type=chunk)[14](index=14&type=chunk) - Common shares outstanding increased from **3,203,068 to 8,399,839**, driven by issuances for ATM agreements, asset acquisitions, and debt conversions[13](index=13&type=chunk)[14](index=14&type=chunk)[33](index=33&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statements categorize cash movements into operating, investing, and financing activities, showing changes in liquidity Condensed Consolidated Statements of Cash Flows Highlights (Nine Months Ended July 31) | Cash Flow Activity | 2025 | 2024 | | :--------------------------------- | :----------- | :----------- | | Net cash (used in)/provided by operating activities | $(2,015,896) | $118,642 | | Net cash used in investing activities | $(966,555) | $(1,138,561) | | Net cash provided by/(used in) financing activities | $3,250,351 | $(248,898) | | Net change in cash | $298,420 | $(1,268,817) | | Cash - End of period | $584,365 | $293,107 | - Operating activities used **$2,015,896** in cash for the nine months ended July 31, 2025, a significant shift from **$118,642** provided in the prior year, primarily due to the net loss[16](index=16&type=chunk)[225](index=225&type=chunk) - Financing activities provided **$3,250,351** in cash for the nine months ended July 31, 2025, mainly from common stock issuances via an ATM agreement and convertible debt, reversing a cash outflow in the prior year[16](index=16&type=chunk)[227](index=227&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide essential details and explanations supporting the financial statements, clarifying accounting policies and significant transactions [NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS](index=10&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20OF%20THE%20ORGANIZATION%20AND%20BUSINESS) This note describes Trio Petroleum Corp's core business, operational locations, and key asset acquisitions - Trio Petroleum Corp, a Delaware-incorporated oil and gas exploration and development company, is headquartered in Malibu, CA, with operations in California, Utah, and Saskatchewan, Canada[18](index=18&type=chunk)[19](index=19&type=chunk) - The company commenced revenue-generating operations in February 2024 at McCool Ranch (now discontinued) and recognized initial revenues from Saskatchewan assets in Q2 2025, which have since improved[20](index=20&type=chunk) - Key acquisitions include an **85.775%** working interest in the South Salinas Project, interests in the Asphalt Ridge Project, and oil and gas assets in the Lloydminster, Saskatchewan heavy oil region via its wholly-owned subsidiary, Trio Petroleum Canada, Corp[19](index=19&type=chunk)[21](index=21&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) [NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the critical accounting principles and methods used in preparing the financial statements, ensuring transparency and consistency - The company's condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include its wholly-owned Canadian subsidiary, Trio Canada, with all significant intercompany transactions eliminated[27](index=27&type=chunk)[28](index=28&type=chunk) - Trio Petroleum applies the successful efforts method for oil and natural gas properties, capitalizing acquisition and successful drilling costs while expensing exploratory costs as incurred[42](index=42&type=chunk)[43](index=43&type=chunk) - Asset Retirement Obligations (ARO) are recorded at fair value for future plugging and abandonment expenses, with accretion expense recognized over time[50](index=50&type=chunk)[52](index=52&type=chunk) - Revenue from oil sales is recognized when control transfers to the customer at delivery, measured based on contract price, including adjustments for market differentials and downstream costs[55](index=55&type=chunk)[56](index=56&type=chunk) [NOTE 3 – GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS](index=20&type=section&id=NOTE%203%20%E2%80%93%20GOING%20CONCERN%20AND%20MANAGEMENT'S%20LIQUIDITY%20PLANS) This note addresses the company's ability to continue operations, highlighting financial challenges and management's strategies to ensure liquidity - As of July 31, 2025, the company had a working capital deficit of **$679,729** and an accumulated deficit of **$24,639,679**, raising substantial doubt about its ability to continue as a going concern[76](index=76&type=chunk)[79](index=79&type=chunk) - The company has historically funded operations through equity and debt financings, including a recent **$1,020,000** convertible debt financing in August 2025[77](index=77&type=chunk)[78](index=78&type=chunk)[81](index=81&type=chunk) - Management plans to address liquidity by seeking additional capital through equity, debt, or strategic arrangements, but there is no assurance of future financing availability on acceptable terms[78](index=78&type=chunk) [NOTE 4 – REVENUE FROM CONTRACTS WITH CUSTOMERS](index=20&type=section&id=NOTE%204%20%E2%80%93%20REVENUE%20FROM%20CONTRACTS%20WITH%20CUSTOMERS) This note details the company's revenue recognition policies and sources, primarily from oil sales, and factors influencing these revenues Revenue from Oil Sales | Period | July 31, 2025 (3 Months) | July 31, 2024 (3 Months) | July 31, 2025 (9 Months) | July 31, 2024 (9 Months) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Oil sales | $192,395 | $63,052 | $226,485 | $135,975 | - Revenue for the three months ended July 31, 2025, increased by **205.1%** year-over-year, primarily from oil sales in Saskatchewan, Canada[80](index=80&type=chunk)[208](index=208&type=chunk) - The company's revenue is concentrated in oil and gas sales from California, United States, and Saskatchewan, Canada, making it susceptible to regional regulations, market conditions, and commodity price fluctuations[82](index=82&type=chunk) [NOTE 5 – OIL AND NATURAL GAS PROPERTIES](index=21&type=section&id=NOTE%205%20%E2%80%93%20OIL%20AND%20NATURAL%20GAS%20PROPERTIES) This note provides information on the company's oil and natural gas assets, including acquisitions, abandonments, and related capitalized costs Oil and Gas Properties (Not Subject to Amortization) | Date | Balance | | :----------------------- | :-------------- | | July 31, 2025 | $12,155,186 | | October 31, 2024 | $11,119,119 | - Exploration costs for the three months ended July 31, 2025, showed a credit balance of **$(266)** due to the reversal of previously accrued costs for the abandoned McCool Ranch property[84](index=84&type=chunk)[209](index=209&type=chunk) - The company abandoned additional South Salinas Project leases and McCool Ranch Oil Field leases in fiscal 2025, expensing associated capitalized costs totaling **$111,149** and **$500,614**, respectively[87](index=87&type=chunk)[89](index=89&type=chunk) - Trio Canada acquired Novacor assets in Saskatchewan for **US$650,000** cash and **526,536** common shares, resulting in a total capitalized cost of **$1,406,081**[95](index=95&type=chunk)[96](index=96&type=chunk) - The option to acquire an additional **17.75%** interest in Asphalt Ridge leases expired unexercised, but the company retains its existing **2.25%** interest[93](index=93&type=chunk) [NOTE 6 – RELATED PARTY TRANSACTIONS](index=24&type=section&id=NOTE%206%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions between the company and its related parties, including joint ventures, debt, and stock-based compensation - Trio LLC operates the South Salinas Project, with the company holding an **85.775%** working interest and Trio LLC holding **3.8%**; the 'Due to Operators' balance decreased from **$103,146 to $29,740**[100](index=100&type=chunk) - The McCool Ranch Oil Field leases, previously acquired from Trio LLC, were terminated on May 27, 2025, resulting in a **$500,614** write-off of capitalized costs[101](index=101&type=chunk)[102](index=102&type=chunk) - Stock-based compensation for directors and executives includes RSUs and restricted shares, with significant awards to CEO Robin Ross (**100,000 RSUs**) and CFO Greg Overholtzer (**10,000 RSUs**) in fiscal 2025[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - The **$125,000** promissory note from former CEO Michael L. Peterson was fully paid off on November 25, 2024, for **$143,516**[110](index=110&type=chunk)[111](index=111&type=chunk) - The company provided a **$1,131,000** loan to its wholly-owned subsidiary, Trio Canada, with **$700,665** used for the Novacor acquisition and the remainder for operating costs[113](index=113&type=chunk)[114](index=114&type=chunk) [NOTE 7 – COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%207%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations, lease agreements, and potential legal or financial liabilities - The company is not currently subject to any material legal proceedings[116](index=116&type=chunk) - Unproved property leases in the South Salinas Project include an **8,417-acre** lease maintained by ongoing operations at the HV-3A well and a **160-acre** lease held by annual delay rental payments[117](index=117&type=chunk)[119](index=119&type=chunk) - All additional unproved leases in the South Salinas Project and all McCool Ranch leases were strategically terminated in fiscal 2025 due to economic viability concerns, with associated costs expensed[117](index=117&type=chunk)[118](index=118&type=chunk)[120](index=120&type=chunk) - The option to acquire additional interest in Asphalt Ridge leases expired unexercised, but the company retains its existing **2.25%** interest[123](index=123&type=chunk) - The company acquired oil and gas lease rights for four proved properties totaling **320 net acres** in Saskatchewan, Canada, in April 2025, all held by production[124](index=124&type=chunk) - Non-employee directors receive an annual cash retainer of **$50,000** plus **$10,000** per committee, with total director compensation expense of **$80,007** and **$241,682** for the three and nine months ended July 31, 2025, respectively[125](index=125&type=chunk)[126](index=126&type=chunk) [NOTE 8 – NOTES PAYABLE](index=29&type=section&id=NOTE%208%20%E2%80%93%20NOTES%20PAYABLE) This note details the company's outstanding debt obligations, including promissory notes and convertible debt, and their settlement activities Notes Payable Summary | Note Type | July 31, 2025 | October 31, 2024 | | :-------------------------- | :------------ | :--------------- | | Promissory notes, net | $- | $742,852 | | Payable – related party | $- | $115,666 | | Convertible note, net | $865 | $- | | Note Payable, related party | $- | $135,000 | | Total Notes payable | $865 | $993,518 | - The March 2024 Investor Note (**$211,500** principal) was fully satisfied by November 30, 2024, through cash payments[131](index=131&type=chunk)[132](index=132&type=chunk) - The Peterson Note (**$125,000** principal) was paid off on November 25, 2024, for **$143,516**, including accrued interest[133](index=133&type=chunk)[135](index=135&type=chunk) - The June 2024 Convertible Debt (**$800,000** aggregate principal) was fully satisfied by January 7, 2025, through a combination of cash payments and common share conversions, resulting in recognized losses[136](index=136&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) - The August 6, 2024 Financing note (**$255,225** principal) was extinguished on February 10, 2025, by exchanging **230,992** common shares, resulting in a **$141,534** loss on extinguishment[145](index=145&type=chunk)[147](index=147&type=chunk) - The April 2025 Convertible Note (**$712,941** aggregate principal) had an outstanding balance of **$865** as of July 31, 2025, after issuing **877,340** common shares for principal payments, leading to a **$528,054** recognized loss[150](index=150&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) [NOTE 9 – STOCKHOLDERS' EQUITY](index=33&type=section&id=NOTE%209%20%E2%80%93%20STOCKHOLDERS'%20EQUITY) This note provides details on changes in stockholders' equity, including common stock issuances, warrant activity, and amendments to authorized shares - The company issued **20,000** common shares for investor communications services (**$28,000** value) on January 1, 2025[154](index=154&type=chunk) - In February 2025, **230,992** common shares were issued to an investor to exchange an outstanding debt balance of **$285,852**, resulting in a **$141,534** loss on debt extinguishment[155](index=155&type=chunk) - **526,536** common shares were issued for **$747,681** in connection with the Novacor asset acquisition on April 11, 2025[156](index=156&type=chunk) - Between June 11 and June 23, 2025, **877,340** common shares were issued to an investor for convertible debt principal payments, resulting in a **$528,054** recognized loss[158](index=158&type=chunk) - Stockholders approved an amendment on July 30, 2025, to reduce authorized shares to **160,000,000** (**150,000,000** common, **10,000,000** preferred)[160](index=160&type=chunk) Warrant Activity (Nine Months Ended July 31, 2025) | Metric | Number of Warrants | Weighted Average Exercise Price | | :-------------------------- | :----------------- | :------------------------------ | | Outstanding, Nov 1, 2024 | 191,994 | $15.24 | | Expired | (20,000) | $30.00 | | Outstanding, July 31, 2025 | 171,994 | $13.52 | [NOTE 10 – SUBSEQUENT EVENTS](index=36&type=section&id=NOTE%2010%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued, impacting future financial position - Stanford Eschner resigned as Vice Chairman and director on August 1, 2025, and was engaged as a consultant, receiving **$4,267/month** and **15,000** common shares[169](index=169&type=chunk)[170](index=170&type=chunk) - CEO Robin Ross's annual base salary increased to **$400,000**, and he received a one-time award of **625,000** common shares and a **$150,000** cash bonus on August 1, 2025[171](index=171&type=chunk)[172](index=172&type=chunk) - CFO Gregory Overholtzer received a one-time award of **62,500** common shares on August 1, 2025[173](index=173&type=chunk) - Four non-employee board members received an aggregate of **850,000** common shares on August 1, 2025[174](index=174&type=chunk) - On August 15, 2025, the company completed a private placement of three unsecured convertible promissory notes for **$1,020,000** aggregate principal, with net proceeds of **$928,600** for working capital[175](index=175&type=chunk)[176](index=176&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the three and nine months ended July 31, 2025, compared to the prior year [Overview](index=39&type=section&id=Overview) This overview introduces Trio Petroleum's business, strategic shifts, and current operational focus across its various projects - Trio Petroleum is an oil and gas exploration and development company with operations in California, Utah, and Saskatchewan, Canada[184](index=184&type=chunk) - The company has shifted its strategic focus from California to more economically viable opportunities in Canada and Utah due to rising drilling costs and negative profitability impacts in California[188](index=188&type=chunk) - Current focus is on aggressively growing Canadian assets through workovers and acquiring projects that generate immediate cash flow or offer transformative growth potential, such as the PR Spring option in Utah[186](index=186&type=chunk)[203](index=203&type=chunk) [South Salinas Project](index=40&type=section&id=South%20Salinas%20Project) This section details the progress and challenges at the South Salinas Project, including permitting, production testing, and new initiatives - Efforts are progressing to obtain conditional use permits and a full field development permit from Monterey County, and a water disposal project permit from CalGEM and California Water Boards[190](index=190&type=chunk)[203](index=203&type=chunk) - Production testing at the HV-3A discovery well in Presidents Field was restarted on March 22, 2024, but is currently idled pending assessment of increasing gross production rate and joint venture discussions[190](index=190&type=chunk)[203](index=203&type=chunk) - The company is taking initial steps to launch a Carbon Capture and Storage (CCS) project at the South Salinas Project, utilizing deep geologic zones and existing wells for CO2 injection[197](index=197&type=chunk) [McCool Ranch Oil Field](index=40&type=section&id=McCool%20Ranch%20Oil%20Field) This section explains the termination of operations at McCool Ranch due to economic unfeasibility and the resulting write-off of capitalized costs - Operations at the McCool Ranch Oil Field were terminated on May 27, 2025, and all related leases abandoned due to high natural gas prices and water disposal costs making cyclic-steam operations economically unfeasible[192](index=192&type=chunk) - Capitalized costs totaling **$500,614** related to the McCool Ranch acquisition, refurbishment, and production restart were written off and expensed in the statement of operations[192](index=192&type=chunk) [Asphalt Ridge Option Agreement and the Lafayette Energy Leasehold Acquisition and Development Option Agreement](index=40&type=section&id=Asphalt%20Ridge%20Option%20Agreement%20and%20the%20Lafayette%20Energy%20Leasehold%20Acquisition%20and%20Development%20Option%20Agreement) This section discusses the company's interest in the Asphalt Ridge leases, including the initial acquisition and the expiration of an additional option - The company acquired an initial **2.25%** working interest in the Asphalt Ridge leases for **$225,000**, with funds designated for infrastructure development[193](index=193&type=chunk)[194](index=194&type=chunk) - The option to acquire an additional **17.75%** working interest in the Asphalt Ridge leases expired unexercised, but the company retains its existing **2.25%** interest[194](index=194&type=chunk) [Novacor Asset Purchase Agreement](index=41&type=section&id=Novacor%20Asset%20Purchase%20Agreement) This section details the acquisition of oil and gas assets in Saskatchewan, Canada, and plans for increasing production from these new properties - On April 4, 2025, Trio Canada acquired oil and gas assets in the Lloydminster, Saskatchewan heavy oil region from Novacor for **US$650,000** cash and **526,536** common shares[195](index=195&type=chunk) - All five of the company's currently active wells are located in the newly acquired Novacor property, with plans to potentially double production through workovers[186](index=186&type=chunk)[195](index=195&type=chunk) [P.R. Spring Letter of Intent and Option](index=41&type=section&id=P.R.%20Spring%20Letter%20of%20Intent%20and%20Option) This section describes the non-binding letter of intent for a potential acquisition in Utah and the associated production conditions - The company entered a non-binding LOI on May 15, 2025, for the potential acquisition of **2,000 acres** at P.R. Spring, Utah, for **1,492,272** restricted shares and **$850,000** cash, subject to definitive agreements[196](index=196&type=chunk) - The LOI includes a condition requiring a minimum sustained production rate of **40 barrels per day** for **30 continuous days** from two wells at Asphalt Ridge by May 15, 2026[196](index=196&type=chunk) [Carbon Capture and Storage Project as part of Company's South Salinas Project](index=41&type=section&id=Carbon%20Capture%20and%20Storage%20Project%20as%20part%20of%20Company's%20South%20Salinas%20Project) This section outlines the company's initiative to develop a Carbon Capture and Storage (CCS) project at its South Salinas Project - The company is initiating a Carbon Capture and Storage (CCS) project at the South Salinas Project, leveraging deep geologic zones and existing wells for CO2 injection[197](index=197&type=chunk) - The project aims to reduce the company's carbon footprint and potentially establish a CO2 storage or Direct Air Capture (DAC) hub, with discussions ongoing with third parties[197](index=197&type=chunk) [Going Concern Considerations](index=41&type=section&id=Going%20Concern%20Considerations) This section addresses the company's financial viability, highlighting recurring losses and the need for additional capital to sustain operations - The company's recurring losses, accumulated deficit of **$24,639,679**, and working capital deficit of **$679,729** as of July 31, 2025, raise substantial doubt about its ability to continue as a going concern[198](index=198&type=chunk)[199](index=199&type=chunk) - Net losses for the three and nine months ended July 31, 2025, were **$1,386,723** and **$4,566,000**, respectively, with **$2,015,896** cash used in operating activities[198](index=198&type=chunk) - Future operations and development activities are dependent on securing additional capital through equity or debt financings, with no assurance of availability on favorable terms[199](index=199&type=chunk)[200](index=200&type=chunk) [Factors and Trends Affecting Our Business and Results of Operations](index=42&type=section&id=Factors%20and%20Trends%20Affecting%20Our%20Business%20and%20Results%20of%20Operations) This section discusses external and internal factors influencing the company's performance and outlines its primary business strategies - Global economic trends, commodity price fluctuations, political considerations, and tariffs can impact cash flow and profitability, though the company benefits from relatively low lift costs and cost management[202](index=202&type=chunk) - Primary business strategies include aggressive growth of Canadian assets, acquiring cash-flow-generating projects, and pursuing transformative growth opportunities like the PR Spring option in Utah[203](index=203&type=chunk) - At the South Salinas Project, the strategy is to seek a joint venture partner, secure water disposal permits to reduce operating costs, and pursue full field development permits[203](index=203&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's financial performance, comparing revenues, expenses, and net loss across reporting periods Key Financial Results (Three Months Ended July 31) | Metric | 2025 | 2024 | Change | % Change | | :--------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $192,395 | $63,052 | $129,343 | 205.1% | | Cost of goods sold | $98,489 | $- | $98,489 | 100.0% | | Gross profit | $93,906 | $63,052 | $30,854 | 48.9% | | Total operating expenses | $768,932 | $1,573,242 | $(804,310) | (51.1)% | | Loss from Operations | $(675,026) | $(1,510,190) | $835,164 | (55.3)% | | Net loss | $(1,386,723) | $(2,178,571) | $791,848 | (36.3)% | Key Financial Results (Nine Months Ended July 31) | Metric | 2025 | 2024 | Change | % Change | | :--------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $226,485 | $135,975 | $90,510 | 66.6% | | Cost of goods sold | $107,751 | $- | $107,751 | 100.0% | | Gross profit | $118,734 | $135,975 | $(17,241) | (12.7)% | | Total operating expenses | $2,879,196 | $5,045,353 | $(2,166,157) | (42.9)% | | Loss from Operations | $(2,760,462) | $(4,909,378) | $2,148,916 | (43.8)% | | Net loss | $(4,566,000) | $(7,926,554) | $3,360,554 | (42.4)% | - Revenues for the three months ended July 31, 2025, increased by **$129,343 (205.1%)** due to sales from newly acquired Saskatchewan assets, while nine-month revenues increased by **$90,510 (66.6%)** from the same source[208](index=208&type=chunk)[216](index=216&type=chunk) - General and administrative expenses decreased by approximately **$0.7 million** for the three months and **$1.6 million** for the nine months ended July 31, 2025, driven by reductions in consulting, legal, professional fees, and salaries[211](index=211&type=chunk)[219](index=219&type=chunk) - Other expenses, net, for the three months increased slightly due to losses on common share issuances for debt payments and oil and gas property abandonment, partially offset by reduced non-cash interest expense[214](index=214&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) This section analyzes the company's ability to meet its short-term and long-term financial obligations, including working capital and cash flow Working Capital (Deficiency) | Metric | July 31, 2025 | October 31, 2024 | | :-------------------------- | :------------ | :--------------- | | Current assets | $876,550 | $565,219 | | Current liabilities | $1,556,279 | $2,590,699 | | Working capital (deficiency) | $(679,729) | $(2,025,480) | - Working capital deficiency improved significantly from **$(2,025,480)** to **$(679,729)**, primarily due to a **$3.4 million** increase in cash from ATM offerings and a reduction in promissory notes and related party payables[223](index=223&type=chunk) Cash Flows (Nine Months Ended July 31) | Cash Flow Activity | 2025 | 2024 | | :--------------------------------- | :----------- | :----------- | | Net cash (used in) provided by operating activities | $(2,015,896) | $118,642 | | Net cash used in investing activities | $(966,555) | $(1,138,561) | | Net cash provided by (used in) financing activities | $3,250,351 | $(248,898) | | Net change in cash | $298,420 | $(1,268,817) | - Operating activities used **$2.0 million** in cash in 2025, compared to **$0.1 million** provided in 2024, mainly due to the net loss[225](index=225&type=chunk) - Financing activities provided **$3.3 million** in cash in 2025, primarily from ATM common share issuances and convertible debt, a reversal from **$0.2 million** used in 2024[227](index=227&type=chunk) - The company believes existing cash and cash flow will be sufficient for not more than six months and will require additional capital through equity or debt financing to fund future activities[228](index=228&type=chunk) [Contractual Obligations and Commitments](index=47&type=section&id=Contractual%20Obligations%20and%20Commitments) This section details the company's ongoing contractual responsibilities, including lease agreements and director compensation - The company holds unproved property leases in the South Salinas Project, including an **8,417-acre** lease maintained by HV-3A well operations and a **160-acre** lease with annual delay rental payments[229](index=229&type=chunk) - All additional unproved leases in the South Salinas Project and all McCool Ranch leases were terminated in fiscal 2025 due to economic viability concerns[230](index=230&type=chunk)[231](index=231&type=chunk) - The option for additional interest in Asphalt Ridge leases expired unexercised, but the company retains its **2.25%** working interest[234](index=234&type=chunk) - The company acquired oil and gas lease rights for four proved properties in Saskatchewan, Canada, in April 2025, all held by production[235](index=235&type=chunk) - Non-employee directors receive an annual cash retainer of **$50,000** plus **$10,000** per committee, with compensation payments commencing after the April 2023 IPO[236](index=236&type=chunk) [Critical Accounting Policies and Estimates](index=50&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section describes the key accounting policies and significant management judgments that materially impact the financial statements - The company applies the successful efforts method for oil and natural gas properties, capitalizing acquisition and successful drilling costs while expensing exploratory costs as incurred[242](index=242&type=chunk)[243](index=243&type=chunk) - Unproved oil and natural gas properties are capitalized and assessed periodically for impairment based on lease terms, drilling results, or future development plans[245](index=245&type=chunk)[246](index=246&type=chunk) - Asset Retirement Obligations (ARO) are recorded at fair value for future plugging and abandonment expenses, with accretion expense recognized over time[250](index=250&type=chunk) - Fair value measurements for non-recurring items like asset acquisitions and impairment assessments use Level 3 inputs, relying on significant management judgments and estimates for reserves, commodity prices, and costs[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Trio Petroleum Corp is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[259](index=259&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures, concluding they were effective as of July 31, 2025, with no material changes in internal control over financial reporting - Disclosure controls and procedures were deemed effective as of July 31, 2025, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[260](index=260&type=chunk) - No material changes in internal control over financial reporting occurred during the third fiscal quarter ended July 31, 2025[261](index=261&type=chunk) [PART II. OTHER INFORMATION](index=53&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers additional information not included in the financial statements, such as legal proceedings, risk factors, equity sales, and corporate governance matters [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) Trio Petroleum Corp is not currently subject to any legal proceedings - The company is not currently involved in any legal proceedings[263](index=263&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Amendment No. 3 to its Annual Report on Form 10-K/A for the year ended October 31, 2024 - No material changes to the risk factors were identified from those set forth in the 2024 Annual Report on Form 10-K/A[264](index=264&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds occurred during the quarterly period, except as previously reported in Current Reports on Form 8-K - No unregistered sales of equity securities or use of proceeds occurred during the quarter, other than those reported in Current Reports on Form 8-K[265](index=265&type=chunk) [Item 3. Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Trio Petroleum Corp reported no defaults upon senior securities during the period - There were no defaults upon senior securities[266](index=266&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to Trio Petroleum Corp - Mine safety disclosures are not applicable to the company[267](index=267&type=chunk) [Item 5. Other Information](index=55&type=section&id=Item%205.%20Other%20Information) At the Annual Meeting of Stockholders on July 30, 2025, all proposals were approved, and no directors or officers adopted or terminated Rule 10b5-1 trading arrangements - Stockholders approved all proposals at the Annual Meeting on July 30, 2025, including director elections, amendments to the Certificate of Incorporation and the 2022 Plan, and auditor ratification[268](index=268&type=chunk) - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended July 31, 2025[269](index=269&type=chunk) [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents and certifications - The report includes various exhibits such as the Certificate of Amendment of Amended and Restated Certificate of Incorporation, CEO and CFO certifications (Sarbanes-Oxley Act), and Inline XBRL documents[270](index=270&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission file number: 001-41643 TRIO PETROLEUM CORP. (Exact name of Registrant as specified in its charter) | Delaware | 87-1968201 | | --- | --- | ...

Company Overview - Trio Petroleum Corp is an oil and gas exploration and development company operating in California, Saskatchewan, and Utah [2] Operational Changes - The company has decided to suspend operations at McCool Ranch and terminate efforts to acquire a working interest in the project due to cost prohibitive natural gas prices and water disposal costs in California [1] - The decision to suspend operations is based on the economic infeasibility of employing cyclic-steam operations to increase production in the long run [1] - Trio Petroleum Corp will focus on other sites that are believed to be more economically feasible and potentially generate greater profits [1]

Core Viewpoint - Trio Petroleum Corp has successfully acquired additional petroleum and natural gas properties from Novacor Exploration Ltd, positioning the company for growth in the heavy oil sector of Lloydminster, Saskatchewan, which is recognized for its potential in long-term production and reserve growth [1][2]. Acquisition Details - The acquisition includes the remaining Novacor TWP47 assets located in the South-West quarter of Section 19, Township 47, Range 26W3M, and the Northeast Section 3, Township 48, Range 24W3M, both in the Lloydminster area [2]. - The total purchase price for the acquisition was US$650,000 in cash and 526,536 shares of common stock, with an initial good faith deposit of $65,000 [6]. Production and Operational Insights - There are currently seven producing wells on the acquired properties, with production from Section 19 subject to Freehold Royalties of 13.5% and a GORR of 2%, while Section 3 has Freehold Royalties of 15% [2]. - Novacor, as the operator, has the capability to rapidly double production, and the area is home to major industry players, indicating a competitive environment for heavy oil production [2]. Cost Management and Efficiency - Novacor's current lift cost is CDN $10.00 per barrel, which is considered competitive and is expected to help maintain profitability even in lower oil price environments [4]. - The company emphasizes its commitment to cost management and efficient production techniques, which are believed to provide a significant advantage in navigating market fluctuations [4]. Strategic Growth Plans - Trio plans to aggressively expand its footprint in the area, leveraging Novacor's operational efficiencies, and aims to deliver consistent value to shareholders through disciplined operations and cost management [5]. - The immediate plan includes initiating a workover program to increase production on the newly acquired assets, with expectations of reflecting benefits in the upcoming quarters [5].

Core Viewpoint - Trio Petroleum Corp has entered into a Letter of Intent to acquire 2000 acres at P.R. Spring, Unita Basin, Utah, which is estimated to contain 6.75 billion barrels of oil in place (OOIP) [1][6] Acquisition Details - Trio has made a non-refundable payment of $150,000 to Heavy Sweet Oil LLC for the option to acquire the land [7] - Upon closing the transaction, Trio is expected to issue 1,492,272 restricted shares and pay $850,000 in cash for the acquisition and development of the project [8] - Trio will provide 100% of the required capital expenditures for the project and will share net profits equally with HSO [9] Project Economics - The project is projected to support up to 1000 wells, with an estimated ultimate recovery (EUR) of 300,000 barrels of oil per well and a stable production rate exceeding 40 barrels per day [2] - Once fully developed, the project could yield upwards of 50,000 barrels per day over an approximate 20-year life [2] Product Composition and Market Potential - The initial product will be commercial grade asphalt, accounting for 90% of production, with the remaining 10% being a diesel range product [3] - Both products are expected to have a low carbon footprint and could sell at a premium to West Texas Intermediate (WTI) prices [3][4] Industry Context - The P.R. Spring Project is noted to be one of the largest tar-sand deposits in North America outside of Canada, characterized by low wax and negligible sulfur content, making it highly desirable for various industries [6]

Core Viewpoint - Trio Petroleum Corp has successfully acquired certain petroleum and natural gas properties from Novacor Exploration Ltd, positioning itself strategically in the Lloydminster heavy oil region of Saskatchewan, which is expected to enhance long-term production and reserve growth potential [1][4][7]. Acquisition Details - The acquisition includes Novacor's TWP48 and TWP47 assets, with the purchase price set at US$650,000 in cash and 526,536 shares of common stock [8][9]. - The properties are located in the Lloydminster area, featuring seven producing wells with current production of approximately 70 barrels per day [2][3]. Production and Operational Efficiency - The wells produce heavy crude oil from the McLaren/Sparky and Lloydminster formations, with Freehold Royalties of 13.5% and 15% applicable to different sections [2]. - Novacor's current lift cost is CDN $10.00 per barrel, which is competitive and supports profitability even in lower oil price environments [5][6]. Strategic Positioning - The acquisition allows Trio to leverage Novacor's operational efficiencies and experience in the area, which is home to major industry players [7]. - The company aims to grow its footprint in the region and is focused on acquiring projects that generate immediate cash flow or offer transformative growth potential [7]. Future Potential - A Reserve Report indicates a total proved and probable oil of 91.5 million barrels from the wells currently being produced, with further upside potential identified [3]. - The strategic focus on operational efficiency and low lift costs provides a buffer against market volatility, enhancing the company's resilience [4][5].

Revenue Generation - Trio Petroleum Corp. recognized its first revenues in the fiscal quarter ended April 30, 2024, following the restart of operations at the McCool Ranch Oil Field on February 22, 2024[154]. - Revenues for the three months ended January 31, 2025, were $10,819, an increase from zero revenue in the prior period, with approximately 180 barrels of oil sold[188]. Project Developments - The company holds an approximate 85.775% working interest in the South Salinas Project, with a net revenue interest of approximately 68.62% after royalties[155]. - Trio Petroleum Corp. acquired a 22% working interest in the McCool Ranch Oil Field, which includes six oil wells and related infrastructure, effective October 1, 2023[158]. - The Asphalt Ridge Project is estimated to contain 10.8 billion barrels of bitumen in the Uintah Basin deposits, with the company acquiring an option for a 20% working interest in certain leases[166]. - The company plans to develop 240 acres at Asphalt Ridge with an estimated 119 wells using advanced cyclic-steam production techniques[169]. - The company is assessing the viability of restarting the HH-3 and HH-4 wells, which will have horizontal completions similar to the HH-1 well[162]. - The Asphalt Ridge Project has secured necessary permits to commence drilling, with an arrangement for an 8% state royalty being pursued[168]. - The company is evaluating the potential for additional horizontal wells at McCool Ranch, with an estimated capacity for approximately 22 more wells[164]. - The company commenced drilling activities at Asphalt Ridge, with the first well reaching a total depth of 1,020 feet and finding a 100-foot tar-sand pay zone[171]. - Oil production has started using downhole heaters, with plans to transition to advanced cyclic-steam and steam-drive methods[171]. Financial Performance - The company reported a net loss of $1,615,525 for the year ended January 31, 2025, with an accumulated deficit of $21,689,204[174]. - General and administrative expenses decreased by approximately $246,144, or 25.7%, compared to the prior period[187]. - The company has a working capital of $547,056 as of January 31, 2025, indicating liquidity challenges[174]. - As of January 31, 2025, the company's working capital improved to $547,056 from a deficiency of $(2,025,480) as of October 31, 2024, driven by an increase in current assets to $2,015,019 and a decrease in current liabilities to $1,467,963[195]. - For the three months ended January 31, 2025, net cash used in operating activities was $(920,485), compared to $(774,431) for the same period in 2024, primarily due to a net loss of $1,615,525[198]. - Cash provided by financing activities surged to $2,756,520 for the three months ended January 31, 2025, compared to $84,022 in 2024, mainly from approximately $3.5 million in net proceeds from the issuance of common shares[201]. - The company reported a net change in cash of $1,675,256 for the three months ended January 31, 2025, contrasting with a decrease of $(1,213,176) in the same period of 2024[197]. - Cash used in investing activities decreased to $160,779 for the three months ended January 31, 2025, from $522,767 in 2024, reflecting reduced capital expenditures[200]. Capital and Funding - The company has raised a total of $2,371,500 through convertible note financing in October and December 2023[174]. - The company has until April 10, 2025, to pay an additional $1,775,000 to exercise an option for a 17.75% working interest in the Asphalt Ridge leases[185]. - The company anticipates requiring additional capital funding to cover development and operating costs until revenue streams are fully implemented[177]. Asset Management - A Carbon Capture and Storage project is being initiated as part of the South Salinas Project, which could permanently store vast volumes of CO2[173]. - The company has paid a total of $225,000 to HSO for infrastructure costs related to the ARLO Agreement, obtaining a 2.25% interest in the leases as of January 31, 2025[208]. - The company holds various leases related to unproved properties, with ongoing compliance in rental payments, including $30 per acre per year for certain leases[204]. - The company plans to utilize six wellbores acquired in the South Salinas Project for future production and development activities, with associated asset retirement obligations recorded[218]. Reserves and Future Expectations - Trio Petroleum Corp. expects to add the reserve value of the McCool Ranch Field to its reserve report after further observation of the restarted oil production[164]. - The company expects to add the reserve value of producing fields to its reserve report after further observation and review of oil production[214].

Core Viewpoint - Trio Petroleum Corp is actively expanding its operations through the Asphalt Ridge Project in Utah and a potential acquisition of oil and gas properties from Novacor Exploration Ltd in Saskatchewan, aiming to enhance its position in the heavy oil sector [1][5]. Asphalt Ridge Project - The Asphalt Ridge Project is a significant heavy-oil and tar-sand development located in Uintah County, Utah, where Trio Petroleum has secured an option to acquire a 20% interest [2][3]. - The company currently holds a 2.25% working interest in 960 acres at Asphalt Ridge and has the option to acquire an additional 17.75% interest in the same area, along with a 20% interest in an adjacent 1,920 acres [3]. - The project is noted for its low wax and negligible sulfur content, making it desirable for various industries, with an estimated ultimate recovery (EUR) of 300,000 barrels of oil per well and an initial production rate of approximately 40 barrels per day [4]. Novacor Exploration Ltd Oil and Gas Assets - Trio Petroleum has entered into a non-binding Letter of Intent to acquire a 100% working interest in certain petroleum and natural gas properties held by Novacor Exploration Ltd, located in the Lloydminster heavy oil region of Saskatchewan [5]. - The Lloydminster area is characterized by shallow wells with an average true vertical depth of just under 1,830 feet, making it economically viable for small producers [5]. - The acquisition could strategically position Trio to expand its operations in one of North America's promising heavy oil basins, with potential for long-term production and reserve growth [5]. Current Production and Future Plans - There are currently seven producing wells on the Novacor properties, producing approximately 70 barrels per day, with potential for additional production from re-entry wells [6]. - Trio and Novacor have agreed to extend the execution of definitive acquisition documents to March 15, 2025, with plans for further extensions if necessary [6].

Core Viewpoint - Trio Petroleum Corp is actively expanding its operations through the Asphalt Ridge Project in Utah and the acquisition of assets from Novacor Exploration Ltd in Saskatchewan, positioning itself in promising heavy oil regions [1][5]. Asphalt Ridge Project - Trio Petroleum Corp has secured an option to acquire a 20% interest in a heavy-oil and tar-sand development project at Asphalt Ridge, Utah, with successful drilling results showing over 190 feet of oil-pay in one well and over 100 feet in another [2][4]. - The company currently holds a 2.25% working interest in 960 acres at Asphalt Ridge and has the option to acquire an additional 17.75% interest in the same area, along with a 20% interest in an adjacent 1,920 acres [3][4]. - The project is noted for its low wax and negligible sulfur content, making it desirable for various industries, with a typical well estimated to recover 300,000 barrels of oil and an initial production rate of approximately 40 barrels per day [4]. Novacor Exploration Ltd Oil and Gas Assets - Trio Petroleum Corp has entered a non-binding Letter of Intent to acquire a 100% working interest in certain petroleum and natural gas properties from Novacor Exploration Ltd, located in the Lloydminster heavy oil region of Saskatchewan [5]. - The Lloydminster area is characterized by shallow wells with an average depth of just under 1,830 feet, making it economically viable for small producers [5]. - The acquisition could strategically position Trio in one of North America's most promising heavy oil basins, with potential for long-term production and reserve growth [5][6]. Current Production and Future Potential - There are currently seven producing wells on the Novacor properties, producing approximately 70 barrels per day, with the potential for additional re-entry wells and locations to be reactivated [6]. - Trio Petroleum Corp plans to negotiate an extension for the execution of definitive acquisition documents if not completed by March 15, 2025 [6].