Trio Petroleum Corp 8-K

What Happened

• Trio Petroleum Corp (through its wholly owned subsidiary Trio Petroleum Canada, Corp.) announced it closed an Asset Purchase Agreement with Novacor Exploration Ltd. on December 30, 2025 to buy certain oil and gas contracts, leases and permits in the Lloydminster, Saskatchewan heavy oil region.
• Purchase consideration was C$1,000,000 (approximately US$730,300) paid in the form of 912,875 restricted shares of Trio common stock. The Buyer assumed certain specified liabilities, and Novacor will act as the on-site operator after closing.

Key Details

• Closing date: December 30, 2025; transaction documented in an Asset Purchase Agreement (Exhibit 10.1).
• Purchase price: C$1,000,000 (~US$730,300) paid via issuance of 912,875 restricted Trio shares.
• Operational terms: Seller to operate the assets post-closing; operating costs are to be held at levels shown in an auditor’s report for two years, then remain competitive thereafter; Buyer may terminate seller’s post-closing actions with 30 days’ notice.
• Registration Rights Agreement (Exhibit 10.2): Novacor received piggyback registration rights for the issued shares; if not included in a piggyback registration, Trio must file a resale registration by March 31, 2026.

Why It Matters

• The filing documents a small acquisition that expands Trio’s presence in the Lloydminster heavy oil area and transfers immediate operating control and related liabilities to the company’s Canadian subsidiary.
• Investors should note dilution from the issuance of 912,875 restricted shares and that those shares have contractual registration rights that could enable resale after registration (deadline March 31, 2026), which may affect float/liquidity.
• Operational continuity is addressed by having the seller operate the assets post-closing, with specified cost controls for two years—this reduces short-term disruption risk but also leaves near-term operations dependent on the seller. Full APA and RRA texts are filed as exhibits for more detail.