Trio Petroleum (TPET) - 2025 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for Trio Petroleum Corp Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, reflecting the company's financial position, performance, and cash flows Condensed Consolidated Balance Sheets 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] - Total current liabilities decreased significantly by $1,034,420, improving the company's short-term financial position[10] Condensed Consolidated Statements of Operations 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][208] - 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][207][215] Condensed Consolidated Statements of Changes in Stockholders' Equity 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][14] - Common shares outstanding increased from 3,203,068 to 8,399,839, driven by issuances for ATM agreements, asset acquisitions, and debt conversions[13][14][33] Condensed Consolidated Statements of Cash Flows 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][225] - 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][227] Notes to Unaudited Condensed Consolidated Financial Statements 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 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][19] - 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] - 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][21][23][24] NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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][28] - 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][43] - Asset Retirement Obligations (ARO) are recorded at fair value for future plugging and abandonment expenses, with accretion expense recognized over time[50][52] - 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][56] NOTE 3 – GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS 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][79] - The company has historically funded operations through equity and debt financings, including a recent $1,020,000 convertible debt financing in August 2025[77][78][81] - 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] NOTE 4 – REVENUE FROM CONTRACTS WITH CUSTOMERS 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][208] - 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] NOTE 5 – OIL AND NATURAL GAS PROPERTIES 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][209] - 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][89] - 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][96] - 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] NOTE 6 – RELATED PARTY TRANSACTIONS 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] - 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][102] - 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][104][105][106][107][108] - The $125,000 promissory note from former CEO Michael L. Peterson was fully paid off on November 25, 2024, for $143,516[110][111] - 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][114] NOTE 7 – COMMITMENTS AND CONTINGENCIES 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] - 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][119] - 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][118][120] - The option to acquire additional interest in Asphalt Ridge leases expired unexercised, but the company retains its existing 2.25% interest[123] - 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] - 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][126] NOTE 8 – NOTES PAYABLE 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][132] - The Peterson Note ($125,000 principal) was paid off on November 25, 2024, for $143,516, including accrued interest[133][135] - 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][141][142] - 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][147] - 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][152][153] NOTE 9 – STOCKHOLDERS' EQUITY 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] - 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] - 526,536 common shares were issued for $747,681 in connection with the Novacor asset acquisition on April 11, 2025[156] - 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] - 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] 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 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][170] - 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][172] - CFO Gregory Overholtzer received a one-time award of 62,500 common shares on August 1, 2025[173] - Four non-employee board members received an aggregate of 850,000 common shares on August 1, 2025[174] - 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][176] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] - 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] - 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][203] South Salinas Project 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][203] - 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][203] - 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] McCool Ranch Oil Field 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] - 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] Asphalt Ridge Option Agreement and the Lafayette Energy Leasehold Acquisition and Development Option Agreement 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][194] - 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] Novacor Asset Purchase Agreement 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] - 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][195] P.R. Spring Letter of Intent and Option 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] - 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] Carbon Capture and Storage Project as part of Company's South Salinas Project 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] - 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] Going Concern Considerations 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][199] - 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] - 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][200] Factors and Trends Affecting Our Business and Results of Operations 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] - 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] - 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] Results of Operations 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][216] - 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][219] - 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] Liquidity and Capital Resources 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] 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] - 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] - 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] Contractual Obligations and Commitments 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] - 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][231] - The option for additional interest in Asphalt Ridge leases expired unexercised, but the company retains its 2.25% working interest[234] - The company acquired oil and gas lease rights for four proved properties in Saskatchewan, Canada, in April 2025, all held by production[235] - 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] Critical Accounting Policies and Estimates 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][243] - Unproved oil and natural gas properties are capitalized and assessed periodically for impairment based on lease terms, drilling results, or future development plans[245][246] - Asset Retirement Obligations (ARO) are recorded at fair value for future plugging and abandonment expenses, with accretion expense recognized over time[250] - 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][255][256][257] Item 3. 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 - The company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[259] Item 4. Controls and Procedures 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] - No material changes in internal control over financial reporting occurred during the third fiscal quarter ended July 31, 2025[261] PART II. OTHER INFORMATION 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 Trio Petroleum Corp is not currently subject to any legal proceedings - The company is not currently involved in any legal proceedings[263] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] Item 3. Defaults Upon Senior Securities Trio Petroleum Corp reported no defaults upon senior securities during the period - There were no defaults upon senior securities[266] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to Trio Petroleum Corp - Mine safety disclosures are not applicable to the company[267] Item 5. Other Information 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] - 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] Item 6. Exhibits 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]