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)

[PART I. FINANCIAL INFORMATION](index=3&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=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of Trio Petroleum Corp. for the periods ended April 30, 2025, and October 31, 2024, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining the company's financial position, performance, and significant accounting policies [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows an increase in total assets and stockholders' equity, while total liabilities decreased. Cash significantly increased, and oil and gas properties not subject to amortization also grew Condensed Consolidated Balance Sheets | Metric | April 30, 2025 | October 31, 2024 | | :--------------------------------- | :------------- | :--------------- | | Total Assets | $13,770,810 | $11,684,338 | | Total Liabilities | $2,323,141 | $2,641,790 | | Total Stockholders' Equity | $11,447,669 | $9,042,548 | | Cash | $1,457,056 | $285,945 | | Oil and gas properties (non-amort.)| $12,032,132 | $11,119,119 | | Promissory notes, net of discounts | $15,361 | $742,852 | | Convertible note, net of discounts | $573,770 | $- | | Deferred consideration payable | $335,314 | $- | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a reduced net loss for both the three and six months ended April 30, 2025, compared to the prior year periods, primarily due to lower operating and other expenses, despite a decrease in net revenues Condensed Consolidated Statements of Operations | Metric | Three Months Ended April 30, 2025 | Three Months Ended April 30, 2024 | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Revenues, net | $23,271 | $72,923 | $34,090 | $72,923 | | Net loss | $(1,563,752) | $(4,045,935) | $(3,179,277) | $(5,747,983) | | Basic Net Loss per Common Share | $(0.22) | $(1.98) | $(0.53) | $(3.18) | | Diluted Net Loss per Common Share | $(0.22) | $(1.98) | $(0.53) | $(3.18) | - Net loss for the three months ended April 30, 2025, improved by **61.4%** compared to the prior year, while for the six months, it improved by **44.7%**[14](index=14&type=chunk) - Revenues, net, decreased by **68.1%** for the three months and **53.3%** for the six months ended April 30, 2025, compared to the prior year[14](index=14&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity increased significantly from October 31, 2024, to April 30, 2025, driven by substantial increases in additional paid-in capital from common stock issuances, partially offset by the accumulated deficit Condensed Consolidated Statements of Changes in Stockholders' Equity | Metric | April 30, 2025 | October 31, 2024 | | :--------------------------------- | :------------- | :--------------- | | Total Stockholders' Equity | $11,447,669 | $9,042,548 | | Common Stock Shares Issued | 7,498,855 | 3,203,068 | | Additional Paid-in Capital | $34,675,039 | $29,125,917 | | Accumulated Deficit | $(23,252,956) | $(20,073,679) | - The increase in stockholders' equity was primarily due to the issuance of common shares in connection with an ATM agreement (**$3,475,648**), promissory note payments (**$299,569**), asset acquisition (**$747,681**), and Note Exchange Agreement (**$392,688**)[15](index=15&type=chunk)[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The company experienced a net increase in cash for the six months ended April 30, 2025, primarily due to significant cash provided by financing activities, which offset cash used in operating and investing activities Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | | Net cash (used in)/provided by operating activities | $(1,660,469) | $682,525 | | Net cash used in investing activities | $(453,616) | $(1,018,704) | | Net cash provided by/(used in) financing activities | $3,250,350 | $(1,005,098) | | Effect of foreign currency exchange | $34,846 | $- | | Net change in cash | $1,171,111 | $(1,341,277) | | Cash - End of period | $1,457,056 | $220,647 | - Net cash provided by financing activities significantly increased from a net use of **$(1,005,098)** in 2024 to a net provision of **$3,250,350** in 2025[19](index=19&type=chunk)[216](index=216&type=chunk) - Cash used in operating activities shifted from a net provision of **$682,525** in 2024 to a net use of **$(1,660,469)** in 2025[19](index=19&type=chunk)[216](index=216&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's organization, significant accounting policies, financial condition, and specific transactions, including acquisitions, related party dealings, debt, equity, and subsequent events [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) Trio Petroleum Corp. is a California-based oil and gas exploration and development company with operations in California, Utah, and Saskatchewan, Canada. It was formed to acquire and operate oil and gas projects, initially focusing on the South Salinas Project, and has recently expanded with the formation of Trio Petroleum Canada and the acquisition of Novacor assets in Saskatchewan. The company is an "emerging growth company" and has elected to use the extended transition period for new accounting standards - Trio Petroleum Corp. is headquartered in Malibu, California, with operations in Monterey County, California, Uintah County, Utah, and Lloydminster, Saskatchewan, Canada[21](index=21&type=chunk) - The company began revenue-generating operations with the McCool Ranch Oil Field restart on February 22, 2024, and recognized its first revenues from Saskatchewan assets in the quarter ended April 30, 2025[21](index=21&type=chunk) - On March 28, 2025, the company formed Trio Petroleum Canada, Corp., a wholly-owned subsidiary[22](index=22&type=chunk) - The company acquired an approximate **85.775%** working interest (**68.62%** net revenue interest) in the **9,300-acre** South Salinas Project, which currently has no proved reserves[23](index=23&type=chunk)[24](index=24&type=chunk) - On April 4, 2025, Trio Canada agreed to acquire certain oil and gas assets from Novacor Exploration Ltd. in the Lloydminster, Saskatchewan heavy oil region for **US$650,000** cash and **526,536** common shares[25](index=25&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[26](index=26&type=chunk)[27](index=27&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 company's key accounting policies, including basis of consolidation, presentation, use of estimates, foreign currency translation, cash and cash equivalents, prepaid expenses, loan receivables, debt issuance costs, oil and gas assets (successful efforts method), asset retirement obligations, revenue recognition, related parties, income taxes, fair value measurements, net loss per share, and environmental expenditures - The condensed consolidated financial statements include Trio Petroleum, Corp. and its wholly-owned Canadian subsidiary, Trio Canada[28](index=28&type=chunk) - The company applies the successful efforts method of accounting for crude oil and natural gas properties, expensing exploration costs as incurred and capitalizing costs for successful exploratory and development wells[41](index=41&type=chunk)[42](index=42&type=chunk) - Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment, while proved properties are subject to depreciation, depletion, and amortization (DD&A) using the unit-of-production method[45](index=45&type=chunk)[46](index=46&type=chunk) - Asset Retirement Obligations (ARO) for future plugging and abandonment expenses are recorded as a liability at fair value upon acquisition of wells, with a corresponding increase in oil and natural gas properties[49](index=49&type=chunk)[51](index=51&type=chunk) - Revenue from oil sales is recognized when control transfers to the customer at the time of delivery, measured based on the contract price[54](index=54&type=chunk)[55](index=55&type=chunk) - The company's net deferred tax asset has been fully reserved as of April 30, 2025, and October 31, 2024[58](index=58&type=chunk) - Fair value measurements for non-recurring items like asset acquisitions and ARO primarily use Level 3 inputs, which are unobservable and require significant management judgment[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk)[70](index=70&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) The company's accumulated deficit of $23,252,956 and ongoing losses raise substantial doubt about its ability to continue as a going concern for the next twelve months. Management plans to address this by generating sufficient sales revenue and/or raising additional capital through equity or debt financing, though there's no assurance of success - As of April 30, 2025, the company had an accumulated deficit of **$23,252,956** and a working capital deficit of **$531,983**[75](index=75&type=chunk)[76](index=76&type=chunk) - The company has experienced losses from continuing operations and its cash balance is insufficient to cover projected operating and capital requirements for the next twelve months[76](index=76&type=chunk) - Management plans to raise additional funds by issuing common stock or other equity securities or obtaining additional debt financing, but there is no assurance of successful completion on acceptable terms[76](index=76&type=chunk) - These conditions raise substantial doubt about the company's ability to continue as a going concern[76](index=76&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) The company's revenue is solely from oil sales, which significantly decreased for both the three and six months ended April 30, 2025, compared to the prior year. Revenues are concentrated in California and Saskatchewan, making them susceptible to regional market and regulatory changes Revenue from Contracts with Customers | Revenue Type | Three Months Ended April 30, 2025 | Three Months Ended April 30, 2024 | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | | :----------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Oil sales | $23,271 | $72,923 | $34,090 | $72,923 | - The company's revenue is primarily generated from oil and gas sales in California, United States, and Saskatchewan, Canada[79](index=79&type=chunk) - **100%** of total revenue comes from customers located in these regions, making it susceptible to changes in state and provincial regulations, market conditions, and environmental policies[79](index=79&type=chunk) [NOTE 5 – OIL AND NATURAL GAS PROPERTIES](index=20&type=section&id=NOTE%205%20%E2%80%93%20OIL%20AND%20NATURAL%20GAS%20PROPERTIES) The company's oil and gas properties not subject to amortization increased. It incurred exploration costs and capitalized drilling and acquisition costs. Strategic decisions included abandoning certain South Salinas and McCool Ranch leases, while acquiring Novacor assets in Saskatchewan, which now house all five producing wells. The option for additional interest in Asphalt Ridge expired Oil and Gas Properties – Not Subject to Amortization | Property Type | April 30, 2025 | October 31, 2024 | | :--------------------------------- | :------------- | :--------------- | | Oil and gas properties – not subject to amortization | $12,032,132 | $11,119,119 | Exploration Costs | Exploration Costs | Three Months Ended April 30, 2025 | Three Months Ended April 30, 2024 | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | | :---------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Aggregated costs | $11,161 | $40,223 | $35,882 | $124,817 | - The company incurred approximately **$1.5 million** in capitalized costs for drilling exploratory wells and acquisition costs for the six months ended April 30, 2025[83](index=83&type=chunk) - The company abandoned additional oil and gas leases related to the South Salinas Project, expensing **$73,806** in associated costs[88](index=88&type=chunk) - The McCool Ranch Oil Field leases were abandoned, resulting in a write-off and expense of **$500,614** in capitalized costs for the period ended April 30, 2025[90](index=90&type=chunk) - The option to acquire an additional **17.75%** working interest in the Asphalt Ridge Leases expired on May 10, 2025; the company retains its existing **2.25%** interest[94](index=94&type=chunk) - The Novacor Acquisition in Saskatchewan was accounted for as an asset acquisition, recording **$1,406,081** on the balance sheet, comprising cash, common shares, and deferred consideration[98](index=98&type=chunk) [NOTE 6 – RELATED PARTY TRANSACTIONS](index=24&type=section&id=NOTE%206%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) The company has ongoing related party transactions, primarily with Trio LLC for the South Salinas Project operations and past McCool Ranch acquisition (now abandoned). It also details restricted stock units and shares issued to directors, executives, and consultants, as well as a loan from its former CEO (repaid) and a loan to its Canadian subsidiary - Trio LLC operates the South Salinas Project, with the company holding an **85.775%** working interest and Trio LLC holding **3.8%**[101](index=101&type=chunk) - The McCool Ranch Oil Field acquisition from Trio LLC was abandoned, leading to a **$500,614** write-off of capitalized costs[102](index=102&type=chunk)[103](index=103&type=chunk) - Stock-based compensation for restricted stock units and shares issued to directors, executives, and consultants totaled **$115,652** for the three months and **$605,966** for the six months ended April 30, 2025[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - A **$125,000** unsecured promissory note from former CEO Michael L. Peterson was fully paid off on November 25, 2024, for **$143,516**[112](index=112&type=chunk)[113](index=113&type=chunk) - On April 4, 2025, the company made a **$1,131,000** loan to its wholly-owned subsidiary, Trio Canada, at **12%** interest, with **$334,081** used for the Novacor acquisition[115](index=115&type=chunk)[116](index=116&type=chunk) [NOTE 7 – COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%207%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) The company faces various claims in the ordinary course of business, but management believes they will not materially affect financial position. It details commitments related to unproved property leases (South Salinas, McCool Ranch, Asphalt Ridge), proved property leases (Saskatchewan), Board of Directors compensation, and agreements with advisors - The company holds various unproved property leases for the South Salinas Project, with some additional leases abandoned during the reporting period and associated costs expensed[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) - All McCool Ranch Oil Field leases (approximately **800 acres**) were abandoned as of April 30, 2025, and expensed[122](index=122&type=chunk) - The option to acquire an additional **17.75%** working interest in the Asphalt Ridge Leases expired on May 10, 2025, due to non-exercise; the company retains its existing **2.25%** interest[124](index=124&type=chunk)[125](index=125&type=chunk) - In April 2025, the company acquired oil and gas lease rights for four proved properties (**320 net acres**) in Saskatchewan, Canada, all held by production[126](index=126&type=chunk) - Board of Directors compensation includes an annual retainer of **$50,000** cash plus **$10,000** per committee, with **$102,508** and **$161,675** recognized for the three and six months ended April 30, 2025, respectively[127](index=127&type=chunk) - The company received a notice from NYSE American on November 5, 2024, regarding a low selling price per share, leading to a trading halt until a reverse stock split is effective[130](index=130&type=chunk) [NOTE 8 – NOTES PAYABLE](index=29&type=section&id=NOTE%208%20%E2%80%93%20NOTES%20PAYABLE) The company's total notes payable decreased significantly from October 31, 2024, to April 30, 2025, primarily due to the full satisfaction of promissory notes and related party notes, partially offset by new convertible note debt Notes Payable | Notes Payable Category | April 30, 2025 | October 31, 2024 | | :--------------------------------- | :------------- | :--------------- | | Promissory notes, net of discounts | $15,361 | $742,852 | | Payable – related party | $- | $115,666 | | Convertible note, net of discounts | $573,770 | $- | | Note Payable, related party | $- | $135,000 | | **Total Notes payable** | **$589,131** | **$993,518** | - The March 2024 Debt Financing promissory note of **$211,500** was fully satisfied by November 30, 2024[133](index=133&type=chunk)[135](index=135&type=chunk) - The Note Payable – Related Party (from former CEO) of **$125,000** was fully paid off on November 25, 2024[136](index=136&type=chunk)[138](index=138&type=chunk) - The June 2024 Convertible Debt Financings, totaling **$720,000** gross proceeds, were fully satisfied by January 7, 2025, through cash and share conversions, resulting in losses from make-whole payments and share conversions[139](index=139&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) - The August 6, 2024 Financing promissory note was exchanged for **230,992** common shares on February 10, 2025, resulting in a debt extinguishment loss of **$141,534**[150](index=150&type=chunk) - The April 2025 Financing involved an Amended and Restated Unsecured Original Discount Convertible Promissory Note with an aggregate principal amount of **$712,941**, resulting in **$606,000** in aggregate funding, with a balance of **$573,770** as of April 30, 2025[153](index=153&type=chunk)[155](index=155&type=chunk) [NOTE 9 – STOCKHOLDERS' EQUITY](index=33&type=section&id=NOTE%209%20%E2%80%93%20STOCKHOLDERS'%20EQUITY) Stockholders' equity increased due to common share issuances for consulting services, debt exchange, and asset acquisition. The company also details warrant and stock option activity, showing a decrease in outstanding warrants and consistent stock options - On January 1, 2025, **20,000** common shares were issued for consulting services, valued at **$28,000**[156](index=156&type=chunk) - On February 10, 2025, **230,992** common shares were issued for a debt exchange, valued at **$392,686**, resulting in a **$141,534** debt extinguishment loss[157](index=157&type=chunk) - On April 11, 2025, **526,536** common shares were issued, valued at **$747,681**, in connection with the Novacor asset acquisition[158](index=158&type=chunk) - Trio Canada issued **1,071,886** Series 1 Preferred shares (redeemable at **CAD$1.00**) valued at **US$754,000** on April 4, 2025[159](index=159&type=chunk) Warrant Activity | Warrant Activity | November 1, 2024 | April 30, 2025 | | :--------------------------------- | :--------------- | :------------- | | Warrants Outstanding | 191,994 | 171,994 | | Weighted Average Exercise Price | $15.24 | $13.52 | Stock Option Activity | Stock Option Activity | November 1, 2024 | April 30, 2025 | | :--------------------------------- | :--------------- | :------------- | | Options Outstanding | 6,000 | 6,000 | | Weighted Average Exercise Price | $10.46 | $10.46 | [NOTE 10 – SUBSEQUENT EVENTS](index=35&type=section&id=NOTE%2010%20%E2%80%93%20SUBSEQUENT%20EVENTS) Key subsequent events include a non-binding Letter of Intent with HSO for a potential acquisition in Utah, the expiration of the Asphalt Ridge leasehold option, the consummation of the second closing of the Novacor Acquisition, and the formal abandonment of McCool Ranch properties - On May 15, 2025, the company entered a non-binding Letter of Intent with HSO for the potential acquisition of **2,000 acres** at P.R. Spring, Utah, involving **1,492,272** restricted shares and **$850,000** cash at closing, plus a **$150,000** non-refundable option payment[166](index=166&type=chunk) - Effective May 10, 2025, the option to acquire the remaining **17.75%** working interest in the Asphalt Ridge Leases expired due to non-exercise; the company retains its existing **2.25%** interest[167](index=167&type=chunk) - The Second Closing of the Novacor Acquisition was consummated on May 21, 2025, with **$325,000** cash delivered to the seller[168](index=168&type=chunk) - As of May 27, 2025, the company executed a Termination Agreement to abandon all operations and leases at the McCool Ranch properties, resulting in a **$500,614** write-off expensed in the April 30, 2025 financial statements[169](index=169&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&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, operational results, and future outlook. It highlights a strategic shift from California to more economically viable opportunities in Utah and Saskatchewan, details recent acquisitions and abandonments, discusses going concern issues, and analyzes revenue and expense trends [Overview](index=37&type=section&id=Overview) Trio Petroleum Corp. is an oil and gas exploration and development company with operations in California, Utah, and Saskatchewan. It began generating revenue in February 2024 from McCool Ranch and recently from Saskatchewan assets. The company is strategically shifting focus from California due to high costs to more viable opportunities in Utah and Saskatchewan, aiming for immediate cash flow or transformative growth - The company has strategically shifted its geographic focus beyond California to Utah and Saskatchewan due to rising drilling costs and negative profitability impacts in California[180](index=180&type=chunk) - Revenue-generating operations began in February 2024 with the McCool Ranch Oil Field and recently from newly acquired properties in Saskatchewan, Canada, during the period ended April 30, 2025[177](index=177&type=chunk) - The company's Canadian project has the potential to double production through workovers and boasts low lift costs of **$10 per barrel**[178](index=178&type=chunk) - The company holds an approximate **85.775%** working interest (**68.62%** net revenue interest) in the **9,300-acre** South Salinas Project[179](index=179&type=chunk) [South Salinas Project](index=38&type=section&id=South%20Salinas%20Project) Efforts to obtain permits for the South Salinas Project are ongoing. Production testing at the HV-3A discovery well restarted in March 2024, with oil production occurring, but the well is currently idled pending assessment to increase production rates and discussions for a joint venture - The company is progressing on obtaining conditional use permits and a full field development permit from Monterey County, as well as a water disposal permit from CalGEM and the California Water Boards for the South Salinas Project[182](index=182&type=chunk) - Production testing at the HV-3A discovery well restarted on March 22, 2024, with oil production occurring, but the well is currently idled[182](index=182&type=chunk) - The company is assessing steps to increase the HV-3A well's gross production rate and is in discussions with local oil and gas companies for a joint venture[182](index=182&type=chunk) [McCool Ranch Oil Field](index=38&type=section&id=McCool%20Ranch%20Oil%20Field) The company acquired a 22% working interest in McCool Ranch Oil Field in October 2023, restarting production in February 2024. However, due to high natural gas prices and water disposal costs in California, cyclic-steam operations became uneconomical. Consequently, the company terminated operations and abandoned all leases on May 27, 2025, writing off $500,614 in capitalized costs - The company acquired an approximate **22%** working interest in the McCool Ranch Oil Field in October 2023, with initial production restarting on February 22, 2024[183](index=183&type=chunk)[184](index=184&type=chunk) - Operations at McCool Ranch were terminated, and all related leases abandoned on May 27, 2025, due to high natural gas prices and water disposal costs in California making cyclic-steam operations uneconomical[184](index=184&type=chunk) - Capitalized costs totaling **$500,614** were written off and expensed in the statement of operations for the period ended April 30, 2025[184](index=184&type=chunk) [Asphalt Ridge Option Agreement and the Lafayette Energy Leasehold Acquisition and Development Option Agreement](index=38&type=section&id=Asphalt%20Ridge%20Option%20Agreement%20and%20the%20Lafayette%20Energy%20Leasehold%20Acquisition%20and%20Development%20Option%20Agreement) The company acquired an option for up to a 20% interest in Asphalt Ridge leases, initially funding $225,000 for a 2.25% working interest. However, it decided not to exercise the option for the remaining 17.75% interest, retaining only its existing 2.25% stake - The company acquired an option to purchase up to a **20%** working interest in Asphalt Ridge leases in northeastern Utah[185](index=185&type=chunk) - An initial funding of **$225,000** secured a **2.25%** working interest in the initial **960 acres**[186](index=186&type=chunk) - The company decided not to exercise the option to acquire an additional **17.75%** working interest, retaining only its existing **2.25%** interest[186](index=186&type=chunk) [Novacor Asset Purchase Agreement](index=39&type=section&id=Novacor%20Asset%20Purchase%20Agreement) The company, through its subsidiary Trio Canada, acquired Novacor's oil and gas assets in Saskatchewan for US$650,000 cash and 526,536 common shares. The acquisition was completed in two closings, with all five of the company's currently active wells now located in this new property - On April 4, 2025, Trio Petroleum Canada, Corp. (a wholly-owned subsidiary) entered an Asset Purchase Agreement to acquire Novacor Exploration Ltd.'s oil and gas assets in the Lloydminster, Saskatchewan heavy oil region[187](index=187&type=chunk) - The total purchase price was **US$650,000** in cash and the issuance of **526,536** shares of common stock[187](index=187&type=chunk) - The Novacor Acquisition was consummated in two closings, completed on May 22, 2025[187](index=187&type=chunk) - All five of the company's currently active wells are located in the newly acquired Novacor property[187](index=187&type=chunk) [P.R. Spring Letter of Intent and Option](index=39&type=section&id=P.R.%20Spring%20Letter%20of%20Intent%20and%20Option) The company entered a non-binding LOI with HSO for the potential acquisition of 2,000 acres at P.R. Spring, Utah, involving restricted shares and cash. A non-refundable $150,000 option payment was made, and the LOI is contingent on achieving a minimum sustained production rate from two Asphalt Ridge wells by May 15, 2026 - On May 15, 2025, the company entered a non-binding Letter of Intent (LOI) with Heavy Sweet Oil LLC (HSO) for the potential acquisition of **2,000 acres** of oil and gas properties at P.R. Spring, Uintah Basin, Utah[188](index=188&type=chunk) - The LOI contemplates the issuance of **1,492,272** restricted shares of common stock and a payment of **$850,000** at closing[188](index=188&type=chunk) - A non-refundable **$150,000** option payment was made to HSO upon signing the LOI[188](index=188&type=chunk) - The LOI is contingent on 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[188](index=188&type=chunk) [Carbon Capture and Storage Project as part of Company's South Salinas Project](index=39&type=section&id=Carbon%20Capture%20and%20Storage%20Project%20as%20part%20of%20Company's%20South%20Salinas%20Project) The company is initiating a Carbon Capture and Storage (CCS) project at its South Salinas Project, leveraging deep geologic zones and existing wells for CO2 injection. This initiative aims to reduce its carbon footprint and potentially establish a CO2 storage hub, with discussions ongoing with third parties - The company is taking initial steps to launch a Carbon Capture and Storage (CCS) project as part of the South Salinas Project[189](index=189&type=chunk) - The South Salinas Project is considered ideal for CCS due to thick geologic zones (e.g., Vaqueros Sand, **~500' thick**) about **two miles deep** and four existing deep wells suitable for CO2 injection[189](index=189&type=chunk) - The CCS project aims to reduce the company's carbon footprint by sequestering CO2 and potentially establish a CO2 storage hub and/or Direct Air Capture (DAC) hub[189](index=189&type=chunk) - Discussions have been opened with third parties interested in participating to reduce their greenhouse gas emissions[189](index=189&type=chunk) [Going Concern Considerations](index=39&type=section&id=Going%20Concern%20Considerations) The company's accumulated deficit of $23,252,956 and ongoing operating losses raise substantial doubt about its ability to continue as a going concern. It relies on external financing and equity issuances to fund operations and future development, with no assurance of securing necessary capital on favorable terms - As of April 30, 2025, the company has an accumulated deficit of **$23,252,956** and a working capital deficit of **$531,983**[190](index=190&type=chunk) - The company incurred net losses of **$1,563,752** for the three months and **$3,179,277** for the six months ended April 30, 2025, and used **$1,660,469** in cash from operating activities[190](index=190&type=chunk) - There is substantial doubt regarding the company's ability to continue as a going concern due to insufficient revenue to cover operating costs and dependence on private equity and external financing[191](index=191&type=chunk) - The company expects to require additional funding for drilling, development, and operating costs, with no assurance that future financing can be successfully completed on a timely basis or on acceptable terms[192](index=192&type=chunk) [Factors and Trends Affecting Our Business and Results of Operations](index=41&type=section&id=Factors%20and%20Trends%20Affecting%20Our%20Business%20and%20Results%20of%20Operations) The company acknowledges that global economic trends, commodity price fluctuations, political considerations, and tariffs can impact its cash flow and profitability. It aims to mitigate these factors through low lift costs, cost management, and efficient production, while its growth depends on continued access to capital markets - Global economic trends, fluctuations in global oil prices, political considerations, and tariffs can significantly impact the company's cash flow and profitability[196](index=196&type=chunk) - Mitigating factors include the company's relatively low lift costs and a continued commitment to cost management and efficient production techniques[196](index=196&type=chunk) - The company's ability to grow its business is largely dependent on continued access to receptive capital markets[196](index=196&type=chunk) [Emerging Growth Company Status](index=41&type=section&id=Emerging%20Growth%20Company%20Status) The company is an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements, including auditor attestation and executive compensation disclosures. It has elected to use the extended transition period for new accounting standards, which may affect comparability with other public companies - The company is an "emerging growth company" as defined in Section 2(a) of the Securities Act, modified by the JOBS Act[197](index=197&type=chunk) - It takes advantage of exemptions from various reporting requirements, such as auditor attestation requirements of Section 404(b) of Sarbanes-Oxley Act and reduced executive compensation disclosures[197](index=197&type=chunk) - The company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, meaning it adopts them at the same time as private companies[197](index=197&type=chunk) - This election may make comparison of its condensed consolidated financial statements with other public companies difficult due to potential differences in accounting standards[197](index=197&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) The company's net loss significantly decreased for both the three and six months ended April 30, 2025, compared to the prior year, primarily due to substantial reductions in operating and other expenses, despite a decline in net revenues [Three Months Ended April 30, 2025 compared to the Three Months Ended April 30, 2024 (unaudited)](index=41&type=section&id=Three%20Months%20Ended%20April%2030%2C%202025%20compared%20to%20the%20Three%20Months%20Ended%20April%2030%2C%202024%20(unaudited)) For the three months ended April 30, 2025, the net loss decreased by 61.4% to $(1,563,752), primarily driven by a $1.1 million reduction in total operating expenses and a $1.4 million decrease in other expenses, despite a 68.1% decline in net revenues Three Months Ended April 30, 2025 compared to the Three Months Ended April 30, 2024 | Metric | Three Months Ended April 30, 2025 | Three Months Ended April 30, 2024 | Change ($) | % Change | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :------- | | Revenues, net | $23,271 | $72,923 | $(49,652) | (68.1)% | | Gross profit | $14,009 | $72,923 | $(58,914) | (80.8)% | | Total operating expenses | $882,988 | $2,021,514 | $(1,138,526)| (56.3)% | | Loss from operations | $(868,979) | $(1,948,591) | $1,079,612 | (55.4)% | | Total other expenses | $694,773 | $2,097,344 | $(1,402,571)| (66.9)% | | Net loss | $(1,563,752) | $(4,045,935) | $2,482,183 | (61.4)% | - Revenues decreased due to the termination of McCool Ranch operations, with current revenues from newly acquired Saskatchewan assets[200](index=200&type=chunk) - General and administrative expenses decreased by approximately **$0.7 million**, driven by reductions in advertising and marketing fees (**$235,000**), legal fees (**$165,000**), and salaries and wages (**$245,000**)[203](index=203&type=chunk) - Other expenses decreased primarily due to a **$1.0 million** reduction in non-cash interest expense and a **$1.1 million** loss on note conversion in the prior period, partially offset by a **$0.6 million** loss on abandonment of oil and gas properties in the current period[206](index=206&type=chunk) [Six Months Ended April 30, 2025 compared to the Six Months Ended April 30, 2024 (unaudited)](index=44&type=section&id=Six%20Months%20Ended%20April%2030%2C%202025%20compared%20to%20the%20Six%20Months%20Ended%20April%2030%2C%202024%20(unaudited)) For the six months ended April 30, 2025, the net loss decreased by 44.7% to $(3,179,277), driven by a $1.36 million reduction in total operating expenses and a $1.25 million decrease in other expenses, despite a 53.3% decline in net revenues Six Months Ended April 30, 2025 compared to the Six Months Ended April 30, 2024 | Metric | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | Change ($) | % Change | | :--------------------------------- | :------------------------------ | :------------------------------ | :--------- | :------- | | Revenues, net | $34,090 | $72,923 | $(38,833) | (53.3)% | | Gross profit | $24,828 | $72,923 | $(48,095) | (66.0)% | | Total operating expenses | $2,110,264 | $3,472,111 | $(1,361,847)| (39.2)% | | Loss from operations | $(2,085,436) | $(3,399,188) | $1,313,752 | (38.6)% | | Total other expenses | $1,093,841 | $2,348,795 | $(1,254,954)| (53.4)% | | Net loss | $(3,179,277) | $(5,747,983) | $2,568,706 | (44.7)% | - Revenues decreased due to lower production from McCool Ranch and new revenues from Saskatchewan assets[208](index=208&type=chunk) - General and administrative expenses decreased by approximately **$1.0 million**, primarily due to decreases in salary expenses (**$330,000**), advertising and marketing fees (**$235,000**), filing fees (**$160,000**), and legal fees (**$200,000**)[211](index=211&type=chunk) - Other expenses decreased primarily due to an approximate **$0.8 million** reduction in non-cash interest expense and a **$1.1 million** loss on note conversion in the prior period, partially offset by a **$0.6 million** loss on abandonment of oil and gas properties in the current period[214](index=214&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) The company's working capital deficiency significantly improved, and net cash increased for the six months ended April 30, 2025, primarily due to substantial cash provided by financing activities, which offset cash used in operations and investing. However, the company still faces liquidity issues and relies on future equity and debt financing to meet capital requirements [Working Capital/(Deficiency)](index=45&type=section&id=Working%20Capital%2F(Deficiency)) The company's working capital deficiency improved significantly from $(2,025,480) as of October 31, 2024, to $(531,983) as of April 30, 2025, driven by a substantial increase in cash from share sales and a decrease in current liabilities Working Capital/(Deficiency) | Metric | April 30, 2025 | October 31, 2024 | | :--------------------------------- | :------------- | :--------------- | | Current assets | $1,738,678 | $565,219 | | Current liabilities | $2,270,661 | $2,590,699 | | Working capital (deficiency) | $(531,983) | $(2,025,480) | - Current assets increased by approximately **$1.17 million**, primarily due to a **$3.4 million** increase in cash from the sale of shares related to the ATM agreement[215](index=215&type=chunk) - Current liabilities decreased by approximately **$0.32 million**, mainly from reductions in promissory notes (**$0.7 million**), related party notes (**$0.2 million**), and other current liabilities (**$0.3 million**), partially offset by increases in convertible note debt (**$0.6 million**) and deferred consideration payable (**$0.3 million**)[215](index=215&type=chunk) [Cash Flows](index=45&type=section&id=Cash%20Flows) The company experienced a net increase in cash of $1,171,111 for the six months ended April 30, 2025, a significant improvement from a net decrease of $1,341,277 in the prior year, primarily driven by a large influx of cash from financing activities Net Change in Cash | Metric | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | | Net change in cash | $1,171,111 | $(1,341,277) | [Cash Flows from Operating Activities](index=46&type=section&id=Cash%20Flows%20from%20Operating%20Activities) Cash used in operating activities for the six months ended April 30, 2025, was $(1,660,469), a shift from cash provided of $682,525 in the prior year. This was mainly due to the net loss, adjusted for non-cash expenses and changes in operating assets and liabilities Net Cash (Used in)/Provided by Operating Activities | Metric | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | | Net cash (used in)/provided by operating activities | $(1,660,469) | $682,525 | - Cash used in operations for the six months ended April 30, 2025, was primarily attributable to a net loss of **$3,179,277**, adjusted for **$1,725,452** in non-cash expenses and **$206,644** of net cash used for changes in operating assets and liabilities[217](index=217&type=chunk) [Cash Flows from Investing Activities](index=46&type=section&id=Cash%20Flows%20from%20Investing%20Activities) Cash used in investing activities decreased to $453,616 for the six months ended April 30, 2025, from $1,018,704 in the prior year. The current period's usage was primarily for assets acquired in Saskatchewan, while the prior period included higher capital expenditures for oil and gas properties Net Cash Used in Investing Activities | Metric | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | | Net cash used in investing activities | $(453,616) | $(1,018,704) | - Cash used in investing activities for the six months ended April 30, 2025, was primarily attributable to approximately **$0.4 million** for assets acquired at the Lloydminster, Saskatchewan properties[218](index=218&type=chunk) - The prior year's cash used was attributable to approximately **$1.1 million** related to capital expenditures for oil and gas properties[218](index=218&type=chunk) [Cash Flows from Financing Activities](index=46&type=section&id=Cash%20Flows%20from%20Financing%20Activities) Cash provided by financing activities significantly increased to $3,250,350 for the six months ended April 30, 2025, compared to cash used of $(1,005,098) in the prior year. This was driven by proceeds from common share issuances via an ATM agreement and convertible debt, partially offset by debt repayments Net Cash Provided by/(Used in) Financing Activities | Metric | Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | | Net cash provided by/(used in) financing activities | $3,250,350 | $(1,005,098) | - Cash provided by financing activities in 2025 was primarily from proceeds from common shares issued via an ATM agreement and approximately **$0.6 million** from convertible debt[219](index=219&type=chunk) - These inflows were partially offset by repayments of related party debt (approximately **$0.2 million**) and promissory notes (approximately **$0.6 million**)[219](index=219&type=chunk) [Capital Resources](index=46&type=section&id=Capital%20Resources) The company has historically relied on equity and debt financing to fund operations and faces liquidity issues. Existing cash and cash flow are projected to meet needs for not more than six months, necessitating additional capital through equity or debt, which may not be available on favorable terms - The company has historically funded operations through equity and debt financing and has experienced liquidity issues[220](index=220&type=chunk) - Existing cash and cash flow are projected to be sufficient for not more than **six months** from the date of the report[220](index=220&type=chunk) - Additional capital will be required through equity or debt financings, but there is no assurance that such funds will be available on favorable terms or at all[220](index=220&type=chunk) [Contractual Obligations and Commitments](index=46&type=section&id=Contractual%20Obligations%20and%20Commitments) The company has various contractual obligations, including unproved property leases for the South Salinas Project (some abandoned), abandoned McCool Ranch leases, and an expired option for Asphalt Ridge. It also has proved property leases in Saskatchewan, Board of Directors compensation, and agreements with advisors - The company holds various unproved property leases for the South Salinas Project, with some additional leases abandoned during the current reporting period[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk) - All McCool Ranch Oil Field leases were abandoned as of April 30, 2025, with associated costs expensed[224](index=224&type=chunk) - The option to acquire an additional **17.75%** working interest in the Asphalt Ridge Leases expired on May 10, 2025; the company retains its existing **2.25%** interest[227](index=227&type=chunk) - In April 2025, the company acquired oil and gas lease rights for four proved properties (**320 net acres**) in Saskatchewan, Canada[228](index=228&type=chunk) - Board of Directors compensation includes an annual retainer of **$50,000** cash plus **$10,000** for each committee served[229](index=229&type=chunk) [Critical Accounting Policies and Estimates](index=48&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section details the company's critical accounting policies and estimates, emphasizing the use of the successful efforts method for oil and gas properties, the assessment of proved and unproved reserves, impairment of long-lived assets, asset retirement obligations, and fair value measurements, all of which involve significant management judgment and estimates [Oil and Gas Assets and Exploration Costs – Successful Efforts](index=48&type=section&id=Oil%20and%20Gas%20Assets%20and%20Exploration%20Costs%20%E2%80%93%20Successful%20Efforts) The company uses the successful efforts method for oil and gas accounting, expensing exploration costs as incurred and capitalizing drilling costs for proved reserves. Management periodically reviews suspended exploratory costs for viability - The company applies the successful efforts method of accounting for crude oil and natural gas properties, expensing exploration costs as incurred[232](index=232&type=chunk) - Costs to acquire mineral interests, drill successful exploratory wells, and development wells are capitalized[233](index=233&type=chunk) - Management reviews suspended exploratory property costs quarterly to determine if future appraisal drilling or development activities are likely[232](index=232&type=chunk) - As of April 30, 2025, the company had five producing wells in the newly acquired Saskatchewan property, and will estimate DD&A after further observation[234](index=234&type=chunk) [Proved and unproved oil and natural gas properties](index=49&type=section&id=Proved%20and%20unproved%20oil%20and%20natural%20gas%20properties) Unproved oil and natural gas properties are capitalized and assessed for impairment but not amortized, while proved properties, confirmed by drilling and production, are subject to depreciation, depletion, and amortization (DD&A) using the unit-of-production method. The newly acquired Saskatchewan properties have proved reserves, and DD&A will be estimated - Unproved oil and natural gas properties have capitalized lease acquisition costs, are assessed for impairment, and are not subject to amortization[235](index=235&type=chunk)[236](index=236&type=chunk) - Proved oil and natural gas properties, confirmed through drilling and production, are subject to DD&A using the unit-of-production method based on total proved reserves[237](index=237&type=chunk) - As of April 30, 2025, the newly acquired Saskatchewan properties have proved reserves, and the company expects to add their values to its reserve report and estimate necessary DD&A[238](index=238&type=chunk) [Impairment of Other Long-lived Assets](index=49&type=section&id=Impairment%20of%20Other%20Long-lived%20Assets) The company annually reviews long-lived assets for impairment, or when circumstances indicate. Impairment loss is recorded if undiscounted future cash flows are less than carrying value, adjusted to fair value. This applies to proved oil and gas properties, while unproved properties are assessed separately - The company reviews the carrying value of its long-lived assets annually or when events indicate that the historical cost-carrying value may no longer be appropriate[239](index=239&type=chunk) - Recoverability is assessed by estimating future net undiscounted cash flows; an impairment loss is recorded if these are less than the carrying value, adjusted to fair value[239](index=239&type=chunk) - This assessment applies to proved oil and gas properties, while unproved properties are assessed for impairment on an individual or group basis[239](index=239&type=chunk) [Asset Retirement Obligations](index=49&type=section&id=Asset%20Retirement%20Obligations) Asset Retirement Obligations (ARO) for future plugging and abandonment expenses are recorded as a liability at fair value upon acquisition of oil and gas properties, with a corresponding increase in asset carrying amount. The liability is accreted over time, and adjustments are made for revisions to estimates - ARO consists of future plugging and abandonment expenses on oil and natural gas properties[240](index=240&type=chunk) - The fair value of ARO is recorded as a liability in the period of acquisition, with a corresponding increase in the carrying amount of oil and natural gas properties[240](index=240&type=chunk) - The liability is accreted for changes in its present value each period based on expected plugging and abandonment dates[240](index=240&type=chunk) - The asset and liability are adjusted for changes resulting from revisions to the timing or amount of the original estimate[240](index=240&type=chunk) [Fair Value Measurements](index=49&type=section&id=Fair%20Value%20Measurements) The company uses a three-level fair value hierarchy, prioritizing Level 1 (quoted prices in active markets) and using Level 3 (unobservable inputs) for non-recurring measurements like asset acquisitions and asset retirement obligations. These Level 3 measurements involve significant management judgment on inputs such as reserves, commodity prices, and discount rates - The company utilizes a fair value hierarchy (Level 1, 2, 3) that prioritizes unadjusted quoted prices in active markets (Level 1) and uses unobservable inputs (Level 3) for significant estimates[241](index=241&type=chunk)[242](index=242&type=chunk)[244](index=244&type=chunk) - Non-recurring fair value measurements for asset acquisitions, asset retirement obligations, and impairment of oil and natural gas properties use Level 3 inputs[244](index=244&type=chunk) - Significant Level 3 inputs include estimates of reserves, future commodity prices, operating and development costs, market-based weighted average cost of capital, estimated plug and abandonment costs, remaining well life, inflation factors, and credit-adjusted risk-free rates[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk) - These inputs require significant judgments and estimates by management[245](index=245&type=chunk)[247](index=247&type=chunk) [Recent Accounting Pronouncements](index=51&type=section&id=Recent%20Accounting%20Pronouncements) All recently issued but not yet effective accounting pronouncements have been deemed not applicable or immaterial to the company - All recently issued but not yet effective accounting pronouncements have been deemed not applicable or immaterial to the company[248](index=248&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=51&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 - As a smaller reporting company, Trio Petroleum Corp. is not required to provide quantitative and qualitative disclosures about market risk[249](index=249&type=chunk) [ITEM 4. Controls and Procedures](index=51&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, with CEO and CFO participation, concluded that the company's disclosure controls and procedures were effective as of April 30, 2025, providing reasonable assurance for timely and accurate reporting. There were no material changes in internal control over financial reporting during the quarter - Management, with the participation of the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of April 30, 2025[250](index=250&type=chunk) - These controls provide reasonable assurance that required information is recorded, processed, summarized, and reported within specified time periods[250](index=250&type=chunk) - There were no changes in internal control over financial reporting during the second fiscal quarter ended April 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[251](index=251&type=chunk) [PART II. OTHER INFORMATION](index=51&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, defaults, mine safety, other disclosures, and exhibits [ITEM 1. Legal Proceedings](index=51&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not currently subject to any legal proceedings - The company is not currently subject to any legal proceedings[253](index=253&type=chunk) [ITEM 1A. Risk Factors](index=51&type=section&id=ITEM%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Form 10-K/A for the year ended October 31, 2024. Investors should carefully consider these risks - There have been no other material changes to the risk factors set forth in the company's Amendment No. 3 to its Annual Report on Form 10-K/A for the year ended October 31, 2024[254](index=254&type=chunk) - Investors should carefully consider the risks and uncertainties described in the 2024 Annual Report and this Quarterly Report on Form 10-Q[254](index=254&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=53&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, except as previously reported in Current Reports on Form 8-K - No unregistered sales of equity securities and use of proceeds, except as reported on Current Reports on Form 8-K filed by the company during the quarterly period[255](index=255&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=53&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company has not defaulted upon any senior securities - The company has not defaulted upon senior securities[256](index=256&type=chunk) [ITEM 4. Mine Safety Disclosures](index=53&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[257](index=257&type=chunk) [ITEM 5. Other Information](index=53&type=section&id=ITEM%205.%20Other%20Information) No other information is reported under this item - No other information is reported under this item[258](index=258&type=chunk) [ITEM 6. Exhibits](index=53&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications, XBRL documents, and the interactive data file - Exhibits include certifications of the CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act) and various Inline XBRL documents (Instance, Schema, Calculation, Label, Presentation, Definition Linkbase, and Cover Page Interactive Data File)[259](index=259&type=chunk) [SIGNATURES](index=54&type=section&id=SIGNATURES) The report is signed by Robin Ross, Chief Executive Officer, and Greg Overholtzer, Chief Financial Officer, on June 10, 2025, certifying its submission pursuant to the Securities Exchange Act of 1934 - The report is signed by Robin Ross, Chief Executive Officer, and Greg Overholtzer, Chief Financial Officer, on June 10, 2025[263](index=263&type=chunk)

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].