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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~July~~January 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________.

Commission file number: 001-41643

TRIO PETROLEUM CORP

(Exact name of Registrant as specified in its charter)

Delaware		87-1968201
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

23823 Malibu Road, Suite 304
Malibu, CA		90265
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (661) 324-3911

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TPET		NYSE American LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of ~~September~~March 1016, ~~2025~~2026, there were 831,~~440~~931,~~849~~250 shares of the registrant’s common stock outstanding.

TRIO PETROLEUM CORP

FORM 10-Q

For the Three ~~and Nine~~ Months Ended ~~July~~January 31, ~~2025~~2026

		~~Page~~	Page
PART I. FINANCIAL INFORMATION		3	3
ITEM 1.	Financial Statements	3	3
	Condensed Consolidated Balance Sheets as of July 31, 2025 (unaudited) and October 31, 2024	3
	Condensed Consolidated Balance Sheets as of January 31, 2026 (unaudited) and October 31, 2025		3
	Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended July 31, 2025 and 2024	4
	Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended January 31, 2026 and 2025		4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three and Nine Months Ended July 31, 2025 and 2024	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three Months Ended January 31, 2026 and 2025		5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended July 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended January 31, 2026 and 2025		6
	Notes to Unaudited Condensed Consolidated Financial Statements	7	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25	18
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	37	25
ITEM 4.	Controls and Procedures	37	25
PART II. OTHER INFORMATION		37	26
ITEM 1.	Legal Proceedings	37	26
ITEM 1A.	Risk Factors	37	26
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38	26
ITEM 3.	Defaults Upon Senior Securities	38	26
ITEM 4.	Mine Safety Disclosures	38	26
ITEM 5.	Other Information	38	26
ITEM 6.	Exhibits	38	26
SIGNATURES		39	27

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31,			October 31,
	January 31, 2026			October 31, 2025
	2025			2024
		(unaudited)
ASSETS
Current assets:
Cash	$	~~584~~684,~~365~~653		$	~~285~~882,~~945~~162
Prepaid expenses		~~196~~175,~~400~~624			~~279~~128,~~274~~856
Accounts receivable		9542,~~785~~265			-59,970
Total current assets		~~876~~902,~~550~~542			~~565~~1,~~219~~070,988
Oil and gas properties - not subject to amortization		1213,~~155~~169,~~186~~708			1112,~~119~~143,~~119~~122
Total assets	$	13,031,736		$	11,684,338
Property, plant and equipment		92,763			-
Total assets	$	14,165,013		$	13,214,110
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		1,~~404~~523,~~989~~063			1,~~036~~305,~~291~~997
Asset retirement obligations - current		214,~~778~~974			2,778
Convertible note, net of discounts		865			-
Convertible notes, net of discounts		167,879			467,179
Due to operators		2966,~~740~~240			~~103~~5,~~146~~668
Promissory notes, net of discounts		-			742,852
Other current liabilities		31,870			75,268
Payable - related party		-			115,666
Total current liabilities		1,804,026			1,856,890
Note payable - related party		-			135,000
Deferred consideration payable		-			-
Other current liabilities		117,907			454,966
Total current liabilities		1,556,279			2,590,699
Long-term liabilities:
Asset retirement obligations, net of current portion		53167,~~175~~692			5153,~~091~~869
Total non-current liabilities		53167,~~175~~692			5153,~~091~~869
Total liabilities		1,~~609~~971,~~454~~718			21,~~641~~910,~~790~~759
Commitments and Contingencies (Note 7)		-			-
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding at July 31, 2025 and October 31, 2024, respectively		-			-
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding at January 31, 2026 and October 31, 2025, respectively		-			-
Common stock, $0.0001 par value; 150,000,000 shares authorized; 8,399,839 and 3,203,068 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively		840			320
Common stock, $0.0001 par value; 150,000,000 shares authorized; 12,773,916 and 9,047,658 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively		1,278			906
Stock subscription receivable		(10,010	)		(10,010	)
Additional paid-in capital		3640,~~040~~521,~~611~~145			2938,~~125~~653,~~917~~796
Accumulated other comprehensive income		3049,~~520~~323			-14,471
Accumulated deficit		(2428,~~639~~368,~~679~~441	)		(2027,~~073~~355,~~679~~812	)
Total stockholders’ equity		1112,~~422~~193,~~282~~295			911,~~042~~303,~~548~~351
Total liabilities and stockholders’ equity	$	1314,~~031~~165,~~736~~013		$	1113,~~684~~214,~~338~~110

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(~~Unaudited~~unaudited)

	2025			2024			2025			2024
	2026			2025
	For the Three Months Ended July 31,						For the Nine Months Ended July 31,
	For the Three Months Ended January 31,
	2025			2024			2025			2024
	2026			2025
Revenues	$	192,395		$	63,052		$	226,485		$	135,975
Revenues, net	$	122,193		$	10,819
Cost of goods sold		9868,~~489~~402			-			~~107,751~~			-
Gross profit		9353,~~906~~791			6310,~~052~~819			~~118,734~~			~~135,975~~
Operating expenses:
Exploration expense		~~(266~~19,690	)		824,~~054~~721			~~35,616~~			~~132,871~~
General and administrative expense		~~671~~751,~~741~~824			1711,~~326,171~~546			~~2,138,768~~			~~3,759,546~~
Stock-based compensation expense		9684,~~762~~872			~~238~~490,~~322~~314			~~702,728~~			~~1,150,852~~
Accretion expense		~~695~~1,797			695			~~2,084~~			~~2,084~~
Total operating expenses		~~768~~858,~~932~~183			1,~~573~~227,~~242~~276			~~2,879,196~~			~~5,045,353~~
Loss from operations		(~~675~~804,~~026~~392	)		(1,~~510~~216,~~190~~457	)		~~(2,760,462~~	)		~~(4,909,378~~	)
Other expenses:
Interest expense		~~147~~136,~~552~~734			~~668~~318,~~381~~366			~~496,072~~			~~1,810,370~~
Settlement fees		-			-			-			10,500
Loss on conversion		71,503			80,702
Loss on abandonment of oil and gas properties		37,344			-			611,763			-
Total other expenses		208,237			399,068
Loss on extinguishment of debt		-			-			90,200			-
Loss before income taxes		(1,012,629	)		(1,615,525	)
Loss on conversion		535,620			-			616,322			1,196,306
Provision for income taxes		-			-
Loss on foreign currency translation		(8,819	)		-			(8,819	)		-
Net loss	$	(1,012,629	)	$	(1,615,525	)
Total other expenses		711,697			668,381			1,805,538			3,017,176
Basic and Diluted Net Loss per Common Share
Loss before income taxes		(1,386,723	)		(2,178,571	)		(4,566,000	)		(7,926,554	)
Basic	$	(0.10	)	$	(0.33	)
Provision for income taxes		-			-			-			-
Diluted	$	(0.10	)	$	(0.33	)
Net loss	$	(1,386,723	)	$	(2,178,571	)	$	(4,566,000	)	$	(7,926,554	)
Weighted Average Number of Common Shares Outstanding
Basic and Diluted Net Loss per Common Share
Basic		10,516,634			4,965,962
Basic	$	(0.17	)	$	(0.87	)	$	(0.69	)	$	(3.84	)
Diluted		10,516,634			4,965,962
Diluted	$	(0.17	)	$	(0.87	)	$	(0.69	)	$	(3.84	)
Comprehensive loss:
Weighted Average Number of Common Shares Outstanding
Net loss		(1,012,629	)		(1,615,525	)
Basic		7,973,211			2,516,417			6,665,066			2,061,701
Foreign currency translation adjustment		34,852			-
Diluted		7,973,211			2,516,417			6,665,066			2,061,701
Comprehensive loss	$	(977,777	)	$	(1,615,525	)
Comprehensive loss:
Net loss		(1,386,723	)		(2,178,571	)		(4,566,000	)		(7,926,554	)
Foreign currency translation adjustment		(4,326	)		-			30,520			-
Comprehensive loss	$	(1,391,049	)	$	(2,178,571	)	$	(4,535,480	)	$	(7,926,554	)

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JULY~~JANUARY 31, ~~2025~~2026 AND ~~2024~~2025

(Unaudited)

	Shares		Amount		Payable			Capital			Income		Deficit			Equity
					Stock						Accumulated
					Subscription			Additional			Other					Total
	Common Stock				Receivable/			Paid-in			Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Payable			Capital			Income		Deficit			Equity
Balance at October 31, 2024		3,203,068	$	320	$	(10,010	)	$	29,125,917		$	-	$	(20,073,679	)	$	9,042,548
Issuance of common shares to executives and board members		210,000		21		-			(21	)		-		-			-
Issuance of common shares in connection with an at-the-market offering program		2,951,169		295		-			3,475,353			-		-			3,475,648
Issuance of common shares in lieu of cash payments on promissory notes		340,419		34		-			299,535			-		-			299,569
Issuance of beneficial ownership round-up shares for participants		21,046		2		-			(2	)		-		-			-
Stock-based compensation		-		-		-			490,314			-		-			490,314
Net loss		-		-		-			-			-		(1,615,525	)		(1,615,525	)
Balance at January 31, 2025		6,725,702	$	672	$	(10,010	)	$	33,391,096		$	-	$	(21,689,204	)	$	11,692,554

Balance at October 31, 2025		9,047,658		906		(10,010	)		38,653,796			14,471		(27,355,812	)		11,303,351
Balance		9,047,658		906		(10,010	)		38,653,796			14,471		(27,355,812	)		11,303,351
Issuance of common shares in connection with an at-the-market offering program		473,164		47		-			382,472			-		-			382,519
Issuance of common shares in lieu of cash payments on promissory notes		598,492		60		-			506,443			-		-			506,503
Issuance of common share in connection with asset acquisition		1,017,102		102		-			852,774			-		-			852,876
Issuance of common shares to a consultant		50,000		5		-			40,945			-		-			40,950
Issuance of common shares to executives and board members		1,587,500		159		-			(159	)		-		-			-
Stock-based compensation		-		-		-			84,872			-		-			84,872
Net loss		-		-		-			-			-		(1,012,629	)		(1,012,629	)
Other comprehensive income		-		-		-			-			34,852		-			34,852
Balance at January 31, 2026		12,773,916		1,278		(10,010	)		40,521,145			49,323		(28,368,441	)		12,193,295
Balance		12,773,916		1,278		(10,010	)		40,521,145			49,323		(28,368,441	)		12,193,295

													Accumulated
							Stock			Additional			Other						Total
	Common Stock						Subscription			Paid-in			Comprehensive			Accumulated			Stockholders’
	Shares			Amount			Receivable			Capital			Income			Deficit			Equity
Balance at October 31, 2023		1,552,328		$	155		$	(10,010	)	$	20,200,121		$	-		$	(10,446,882	)	$	9,743,384
Issuance of common shares in lieu of cash payments on convertible note		55,179			6			-			344,676			-			-			344,682
Issuance of common shares to consultants		10,000			1			-			95,199			-			-			95,200
Issuance of equity warrants in connection with convertible note		-			-			-			151,490			-			-			151,490
Stock-based compensation		-			-			-			407,618			-			-			407,618
Net loss		-			-			-			-			-			(1,702,048	)		(1,702,048	)
Balance at January 31, 2024		1,617,507		$	162		$	(10,010	)	$	21,199,104		$	-		$	(12,148,930	)	$	9,040,326
Issuance of common shares in lieu of cash payments on convertible note		761,502			76			-			2,978,829			-			-			2,978,905
Issuance of commitment shares in connection with the April 2024 Financings		75,000			8			-			667,492			-			-			667,500
Issuance of common shares to consultants		85,000			9			-			599,291			-			-			599,300
Adjustment to common stock for warrants related to the Resale S-1/A		(22,590	)		(3	)		-			3			-			-			-
Stock-based compensation		-			-			-			504,912			-			-			504,912
Net loss		-			-			-			-			-			(4,045,935	)		(4,045,935	)
Balance at April 30, 2024		2,516,419		$	252		$	(10,010	)	$	25,949,631		$	-		$	(16,194,865	)	$	9,745,008
Issuance of equity warrants in connection with convertible note		-			-			-			257,701			-			-			257,701
Stock-based compensation		-			-			-			238,322			-			-			238,322
Net loss		-			-			-			-			-			(2,178,571			(2,178,571	)
Balance at July 31, 2024		2,516,419		$	252		$	(10,010	)	$	26,445,654		$	-		$	(18,373,436	)	$	8,062,460
Balance at October 31, 2024		3,203,068		$	320		$	(10,010	)	$	29,125,917		$	-		$	(20,073,679	)	$	9,042,548
Issuance of common shares to executives and board members		210,000			21			-			(21	)		-			-			-
Issuance of common shares in connection with ATM agreement, net		2,951,169			295			-			3,475,353			-			-			3,475,648
Issuance of common shares in lieu of cash payments on promissory notes		340,419			34			-			299,535			-			-			299,569
Issuance of beneficial ownership round-up shares for participants		21,046			2			-			(2	)		-			-			-
Stock-based compensation		-			-			-			490,314			-			-			490,314
Net loss		-			-			-			-			-			(1,615,525	)		(1,615,525	)
Balance at January 31, 2025		6,725,702		$	672		$	(10,010	)	$	33,391,096		$	-		$	(21,689,204	)	$	11,692,554
Issuance of common shares in connection with asset acquisition		526,536			53			-			747,628			-			-			747,681
Issuance of common shares in connection with Note Exchange Agreement		230,992			23			-			392,665			-			-			392,688
Issuance of common shares to a consultant		20,000			2			-			27,998			-			-			28,000
Reduction in shares due to option forfeitures		(4,375	)		-			-			-			-			-			-
Stock-based compensation		-			-			-			115,652			-			-			115,652
Net loss		-			-			-			-			-			(1,563,752	)		(1,563,752	)
Other comprehensive income		-			-			-			-			34,846			-			34,846
Balance at April 30, 2025		7,498,855		$	750		$	(10,010	)	$	34,675,039		$	34,846		$	(23,252,956	)	$	11,447,669
Balance		7,498,855		$	750		$	(10,010	)	$	34,675,039		$	34,846		$	(23,252,956	)	$	11,447,669
Issuance of common shares in lieu of cash payments on promissory notes		900,984			90			-			1,268,810			-			-			1,268,900
Stock-based compensation		-			-			-			96,762			-			-			96,762
Net loss		-			-			-			-			-			(1,386,723	)		(1,386,723	)
Other comprehensive loss		-			-			-			-			(4,326	)		-			(4,326	)
Other comprehensive income (loss)		-			-			-			-			(4,326	)		-			(4,326	)
Balance at July 31, 2025		8,399,839		$	840		$	(10,010	)	$	36,040,611		$	30,520		$	(24,639,679	)	$	11,422,282
Balance		8,399,839		$	840		$	(10,010	)	$	36,040,611		$	30,520		$	(24,639,679	)	$	11,422,282

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(~~Unaudited~~unaudited)

	2025			2024
	2026			2025
	For the Nine Months Ended July 31,
	For the Three Months Ended January 31,
	2025			2024
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(41,~~566~~012,~~000~~629	)	$	(71,~~926~~615,~~554~~525	)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of common shares for services		2840,~~000~~950			~~694,500~~-
Conversion of convertible note payments into common shares		-			3,323,587
Accretion expense		1,797			695
Accretion expense		2,084			2,084
Amortization of debt discounts		135,700			316,106
Amortization of debt discounts		489,792			1,803,758
Stock-based compensation		84,872			490,314
Payable to related party		-			129,589
Loss on issuance of common shares in lieu of cash for debt payments		71,503			80,703
Stock-based compensation		702,728			1,150,852
Debt discounts - convertible note		-			(250,876	)
Loss on issuance of common shares in lieu of cash principal payments on debt		616,322			-
Loss on abandonment of oil and gas properties		611,763
Loss on debt extinguishment		90,200			-
Changes in operating assets and liabilities:
Accounts receivable		~~(95~~12,~~785~~463	)		-
Prepaid expenses and other receivables		75(39,~~874~~562	)		~~(191~~225,~~186~~456	)
Accounts payable and accrued liabilities		~~366~~214,~~185~~410			~~826~~(4,~~161~~280	)
Other liabilities		(~~337~~43,~~059~~397	)		~~556~~(413,~~727~~954	)
Net cash (used in)/provided by operating activities		(2,015,896	)		118,642
Net cash used in operating activities		(533,893	)		(920,485	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for unproved oil and gas properties		(893,149	)		(1,135,543	)
Cash paid for asset acquisition		(55,100	)		(78,165	)
Due to operators		~~(73~~60,~~406~~572	)		(382,~~018~~614	)
Net cash used in investing activities		(966,555	)		(1,138,561	)
Net cash provided by (used in) investing activities		5,472			(160,779	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares in connection with ATM agreement		3,475,648			-
Proceeds from issuance of common stock under at-the-market offering program		382,519			3,475,648
Payment of convertible note payable		-			(2,550,000	)
Repayment of promissory notes		-			(524,796	)
Proceeds from promissory notes		-			1,836,880
Repayment of notes payable - related party		-			(194,332	)
Proceeds from note payable - related party		-			125,000
Net cash provided by financing activities		382,519			2,756,520
Payment for debt issuance costs		(43,330	)		(210,778	)
Effect of foreign currency exchange		(51,607	)		-
Payment of related party debt		(199,332	)		-
NET CHANGE IN CASH		(197,509	)		1,675,256
Proceeds from issuance of convertible debt		606,000			550,000
Cash - Beginning of period		882,162			285,945
Payment of promissory notes		(588,635	)		-
Cash - End of period	$	684,653		$	1,961,201
Net cash provided by/(used in) financing activities		3,250,351			(248,898	)
Effect of foreign currency exchange		30,520			-
NET CHANGE IN CASH		298,420			(1,268,817	)
Cash - Beginning of period		285,945			1,561,924
Cash - End of period	$	584,365		$	293,107
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash investing and financing activities:
Issuance of shares to executives and directors	$	21		$	134,550
Issuance of common stock upon vesting of RSUs	$	159		$	-
Issuance of warrants	$	-		$	409,191
ARO liability recognized	$	124,201		$	-
Issuance of commitment shares	$	-		$	667,500
Issuance of common shares for Capital Lands asset acquisition	$	104,227		$	-
Issuance of common shares for Novacor asset acquisition	$	748,649		$	-

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

TRIO PETROLEUM CORP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JULY~~JANUARY 31, ~~2025~~2026

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

Company ~~Organization~~Overview

Trio Petroleum Corp (“Trio Petroleum,” the “Company,” or “TPET”) is a ~~California~~Delaware-~~based~~incorporated oil and gas ~~exploration~~ exploration and development company ~~incorporated~~headquartered ~~under~~in ~~the~~Bakersfield, ~~laws~~California. ofThe ~~the~~Company ~~State~~focuses ~~of Delaware~~ on ~~July~~acquiring, 19financing, ~~2021~~and operating oil and gas projects in the United States and Canada. ~~The~~Its ~~Company~~current isportfolio ~~headquartered~~includes the South Salinas Project in ~~Bakersfield~~Monterey County, California, the ~~with~~PR ~~its~~Spring ~~principal~~Project ~~executive~~in ~~offices~~Uintah ~~located~~County, atUtah, ~~23823~~and ~~Malibu~~heavy-oil ~~Road,~~assets ~~Suite~~in ~~304,~~the ~~Malibu,~~Lloydminster ~~California~~region ~~90265~~of Saskatchewan, Canada.

~~Trio~~Nature Petroleum was formed to acquire, finance, and operate oil and gas exploration, development, and production projects, initially focusing on its flagship asset in California—the South Salinas Project (“South Salinas Project”). Since inception, the Company expanded its portfolio to include interests in the McCool Ranch Oil Field in Monterey County, California (which was subsequently abandoned in May 2025), the Asphalt Ridge Project in Uintah County, Utah, and assets in the heavy oil region of ~~Lloydminster, Saskatchewan, Canada.~~Operations

The Company commenced revenue-generating operations onin February ~~22,~~ 2024, ~~with the restart of production~~ at the McCool Ranch Oil Field~~. Initial~~ ~~revenues were recognized during the fiscal quarter ended April 30, 2024, with proceeds received~~ in ~~June 2024~~California. Operations at McCool Ranch were discontinued in May 2025, and all related leases were terminated ~~in May 2025~~. ~~Most~~Revenues ~~recently,~~from the Company’s ~~recognized initial revenues from its~~ Saskatchewan assets, ~~during~~acquired through the ~~fiscal~~Novacor ~~quarter~~transaction ~~ended~~in April 302025, ~~2025.~~continued ~~These~~through ~~revenues~~the ~~have~~three ~~been~~months ~~sustained~~ended ~~and improved~~January ~~during~~31, ~~the~~2026. ~~fiscal~~As ~~quarter~~of ~~ended~~January ~~July~~ 31, ~~2025~~2026, ~~reflecting~~all producing ~~continued~~wells ~~operational~~were ~~progress~~located in ~~the~~ Saskatchewan ~~region~~.

~~Acquisition~~Operational ~~of South Salinas Project~~Focus

The Company ~~was~~continues ~~initially formed~~ to ~~acquire~~shift ~~from~~its ~~Trio~~operational ~~LLC~~emphasis ~~(“Trio~~toward ~~LLC”)~~jurisdictions anwith ~~approximate~~more ~~82.75%~~favorable ~~working~~economic ~~interest~~conditions, ~~(which~~including ~~was~~Utah ~~subsequently~~and ~~increased to an approximate 85.775% working interest in April 2023)~~Canada, inwhile ~~the~~maintaining ~~large,~~its ~~approximately~~interests ~~9,300-acre South Salinas Project that is located~~ in ~~Monterey County,~~ California~~, and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets~~. InThe ~~September 2021, the Company entered into a Purchase and Sale Agreement (“Trio LLC PSA”) with Trio LLC to acquire the purchased percentage of the~~ South Salinas Project’s ~~leases,~~remains ~~wells and inventory~~ in ~~exchange~~evaluation ~~for $300~~status,~~000 cash,~~ ~~a non-interest-bearing note payable of $3,700,000~~ and ~~245,000~~no ~~shares~~proved ~~of the Company’s $0.0001 par value common stock (which~~reserves ~~constituted~~have ~~45%~~been ofestablished ~~the total number of issued shares of the Company at that time). The Company accounted for the purchase~~ as an asset acquisition, as prescribed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 – Business Combinations. The assets and associated asset retirement obligations (“ARO”) were recorded based on relative fair value at the estimated fair value of ~~the~~January ~~consideration paid. The Company holds an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the South Salinas Project~~31, ~~while Trio LLC holds an approximate 3~~2026.~~8% working interest in the South Salinas Project; the Company and Trio LLC are separate and distinct companies.~~

~~There~~Canadian ~~are~~Operations ~~two contiguous areas of notable oil/gas accumulations in the South Salinas Project; the first is the Humpback Area that occurs in the northern part of the project~~ and ~~the~~Recent second is the Presidents Area (“Presidents Oil Field”) that occurs in the southern part of the project. As of July 31, 2025 and October 31, 2024, there were no proved reserves attributable to the approximate 9,300 acres of the property. Since it was returned to production in March 2024, the HV-3A well or discovery well at the South Salinas Project has been producing oil with a generally favorable oil-water ratio but is currently idled pending an assessment of the viability of increasing the well’s gross production rate.Acquisitions

~~Formation~~Trio ofPetroleum Canada Corp (“Trio Canada”), a wholly owned subsidiary formed in March 2025, holds the Company’s Canadian assets. ~~Wholly~~During the quarter ended January 31, 2026, Trio Canada completed two additional acquisitions of oil and gas assets in Canada. On November 3, 2025, the Company acquired certain unproved petroleum and natural gas lease rights in Alberta for cash and common stock consideration. On December 30, 2025, the Company acquired additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region, with consideration paid in common stock. Both transactions are being accounted for as asset acquisitions under ASC 805-~~Owned~~50, ~~Subsidiary~~and the acquired assets have been recorded as unproved oil and gas properties.

OnEquity March 28, 2025, the Company formed Trio Petroleum Canada, Corp., an Alberta, Canada corporation and its wholly owned subsidiary (“Trio Canada”). The Company’s Chief Executive Officer, Robin Ross, is also the Chief Executive Officer of Trio Canada and also serves as Secretary/Treasurer. The Company’s Chief Financial Officer, Greg Overholtzer, is also the Chief Financial Officer of Trio Canada. Robin Ross also serves as the sole director of Trio Canada.Offering

~~Additional~~On ~~Acquisitions~~January -9, ~~Novacor~~2026, ~~Acquisition~~the Company entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc., permitting the sale of up to $3,600,000 of common stock. During the three months ended January 31, 2026, the Company sold an aggregate of 473,164 shares of its common stock under the agreement for gross proceeds of approximately $395,000. The sales consisted of 45,794 shares sold on January 27, 2026 at an average price of $0.8382 per share, 228,842 shares sold on January 28, 2026 at an average price of $0.8310 per share, 63,446 shares sold on January 29, 2026 at an average price of $0.8301 per share, and 135,082 shares sold on January 30, 2026 at an average price of $0.8393 per share. Ladenburg is entitled to compensation of up to 3.0 percent of the gross proceeds from each sale.

As of April 4, 2025, the Company entered into an Asset Purchase Agreement (the “Novacor APA”) with Trio Petroleum Canada and Novacor Exploration Ltd., a corporation incorporated under the Canada Business Corporations Act (“Novacor”), pursuant to which, subject to the terms and conditions set forth in the Novacor APA, Trio Canada agreed to acquire certain assets of Novacor relating its oil and gas business, including certain contracts, leases and permits for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada (see Note 5 for further information).

Emerging Growth Company

The Company is an “emerging growth company,” asunder ~~defined in Section 2(a)(19) of~~ the ~~Securities Act, as modified by the~~ Jumpstart Our Business Startups Act of 2012 ~~(the “JOBS Act”),~~ and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected ~~not~~ to ~~opt~~use ~~out of~~the ~~such~~ extended transition period ~~which means that when a standard is issued or revised and it has different application dates~~ for ~~public or~~adopting ~~private companies, the Company, as an emerging growth company, can adopt the~~ new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards ~~used~~.

Subsequent Events

The Company evaluated subsequent events after January 31, 2026 through the date these condensed consolidated financial statements were issued. Subsequent to January 31, 2026, the Company continued to sell shares of its common stock under its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. The Company raised additional capital under the program during this period. In addition, the holders of our unsecured convertible promissory notes issued in August 2025 elected to convert the remaining outstanding principal balance of the notes into shares of our common stock after the end of the quarter. Further details regarding these subsequent ATM sales and the note conversions are provided in Note 10 – Subsequent Events. Management did not identify any other events requiring recognition or additional disclosure.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of ~~Trio~~Regulation ~~Petroleum~~S-X. ~~Corp~~They do not include all of the information and footnotes required for complete annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended October 31, 2025. The condensed consolidated financial statements include the accounts of ~~TPET~~Trio Petroleum Corp and ~~our~~its wholly owned ~~Canadian~~ subsidiary , Trio Petroleum Canada. ~~All~~Corp, and all significant intercompany ~~profits,~~balances and ~~losses~~transactions have been eliminated. In the opinion of management, ~~transactions~~all ~~and~~normal ~~balances~~recurring adjustments considered necessary for a fair presentation have been ~~eliminated~~included. inOperating ~~consolidation~~results infor the ~~condensed~~three months ended January 31, 2026 are not necessarily indicative of results ~~consolidated~~for ~~financial~~the ~~statements~~full fiscal year.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Amounts presented in the balance sheet as of October 31, 2024 are derived from our audited financial statements as of that date. The unaudited condensed consolidated financial statements as of and for the three and nine month periods ended July 31, 2025 and 2024 have been prepared in accordance U.S. GAAP and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K/A filed with the SEC on April 15, 2025. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of ~~condensed consolidated~~ financial statements in ~~accordance~~conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, ~~equity-based~~revenues, ~~transactions~~expenses, and ~~disclosure~~related ofdisclosures. ~~contingent~~Significant ~~assets~~estimates ~~and~~include ~~liabilities~~the evaluation of atoil and natural gas properties, asset retirement obligations, the ~~date~~assessment of unproved properties, the ~~condensed~~valuation ~~consolidated~~of ~~financial~~equity-based ~~statements~~transactions, and the ~~revenue~~determination of deferred tax assets and ~~expenses~~related ~~during~~valuation ~~the~~allowances. ~~reporting~~Actual ~~period~~results could differ from those estimates.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, bad debt expense, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates.

Foreign Currency Translation

The Company’s reporting currency is the United States dollar. The functional currency of ~~the~~Trio ~~Company’s~~Petroleum ~~Canadian~~Canada ~~subsidiary~~Corp is the Canadian dollar. ~~Dollar~~Assets ~~(“CAD”)~~and ~~for~~liabilities ~~balance~~of ~~sheet~~the ~~accounts~~foreign ~~(0.7218~~subsidiary ~~and~~are ~~0.7177~~translated ~~CAD~~at toexchange 1rates USin ~~dollar,~~effect ~~each~~at asthe ofbalance ~~July~~sheet 31date, ~~2025~~ and income ~~October~~and ~~31, 2024, respectively), while~~ expense ~~accounts~~items are translated at ~~the weighted~~ average exchange ~~rate~~rates for the period (0.~~7276~~ ~~and 0.7302~~Resulting ~~CAD~~translation toadjustments 1are USrecorded ~~dollar~~in ~~for~~accumulated other ~~each~~comprehensive ~~of the three months ended July 31, 2025 and 2024, respectively, and 0~~income.~~7118~~ ~~and~~Foreign ~~0.7358~~currency ~~CAD~~transaction togains ~~1 US dollar each for the nine months ended July 31, 2025~~ and ~~2024,~~losses ~~respectively). Equity accounts~~ are ~~translated at historical exchange rates. The resulting translation adjustments are~~ recognized in ~~stockholders’~~earnings ~~equity~~ as ~~a component of accumulated other comprehensive income~~incurred.

~~Comprehensive~~Oil ~~income represents the change in equity from transactions~~ and ~~other~~Gas events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by and distributions to owners. As described above, this includes foreign currency translation adjustments. For the three and nine months ended July 31, 2025, the Company recorded other comprehensive (loss) income of $(4,326) and $30,520, respectively, related to foreign currency translation adjustments. No such amounts were recorded for the three and nine months ended July 31, 2024.Properties

~~Foreign~~The ~~currency~~Company ~~gains~~applies ~~and~~the ~~losses~~successful ~~arising~~efforts ~~from~~method ~~transactions~~of ~~denominated~~accounting infor ~~currencies~~its ~~other~~oil ~~than~~and ~~the~~natural ~~Company’s~~gas ~~functional~~properties. ~~currency,~~Geological ~~including~~and geophysical costs, ~~intercompany~~delay ~~transactions~~rentals, ~~are~~and ~~recognized~~exploratory incosts ~~the~~are ~~condensed~~expensed ~~consolidated~~as ~~statements~~incurred. Costs of ~~operations~~exploratory aswells ~~incurred.~~are ~~For~~capitalized pending the ~~three~~determination ~~and nine~~of ~~months~~whether ~~ended~~proved ~~July~~reserves ~~31,~~have ~~2025~~been found; if proved reserves are not established, the ~~Company~~related ~~recognized~~costs ~~foreign~~are ~~currency~~expensed. ~~transaction~~Costs ~~losses~~to ofacquire $8mineral interests,~~819~~ drill and equip exploratory wells that find proved reserves, ~~with~~and nodrill ~~such~~and ~~gains~~equip ordevelopment ~~losses~~wells ~~recognized~~are capitalized. Unproved ~~during~~properties ~~the~~are ~~comparable~~assessed ~~periods~~periodically infor ~~2024.~~impairment ~~These~~based ~~amounts~~on ~~are~~remaining ~~classified~~lease ~~within~~terms, ~~general~~drilling results, and ~~administrative~~future ~~expenses~~development inplans. Proved properties are depleted using the ~~accompanying~~unit-of-production ~~condensed~~method based on estimated proved reserves. The Company evaluates its long-lived ~~consolidated~~assets, ~~statements~~including ofproved ~~operations~~oil and ~~comprehensive~~natural ~~income~~gas ~~(loss)~~properties, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of July 31, 2025 and October 31, 2024.

Prepaid Expenses

Prepaid expenses consist primarily of payments made in advance for goods or services to be received in future periods. These include prepaid insurance, software subscriptions, and lease-related costs. Prepaid expenses are recorded as current assets and amortized on a straight-line basis over the period of benefit.

During the quarter ended July 31, 2025, the Company entered into a short-term surface lease agreement for access to land in Saskatchewan, Canada, related to oil and gas development activities, including a well site and access road. In accordance with ASC 842 - Leases and the Company’s lease accounting policy, the full lease payment of $15,535 CAD was made on May 1, 2025 and recorded as a Prepaid Lease Expense. The lease term is 12 months, and the expense is recognized ratably over the lease period. As of July 31, 2025, $3,884 CAD has been recognized in Operating Expenses, with the remaining $11,651.26 CAD classified as a current asset.

As of July 31, 2025 and October 31, 2024, the balances of the prepaids account were $196,400 and $279,274, respectively.

Loan Receivables

Loan receivables are recorded at their outstanding principal balance, net of any allowance for credit losses. The Company evaluates the collectability of loan receivables based on historical experience, current economic conditions, and the creditworthiness of borrowers. The Company maintains an allowance for credit losses to cover estimated losses; the allowance is determined based on historical loss experience, current economic conditions and specific borrower risk assessments. Adjustments to the allowance are recorded through provision for credit losses in the statement of operations. Interest income on loan receivables is recognized using the effective interest method. Loans are placed on nonaccrual status when collection of principal or interest is uncertain. Loan receivables are reviewed periodically for impairment. If a loan is deemed uncollectible, the Company records a charge-off against the allowance for credit losses.

Debt Issuance Costs

Costs incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense. As of July 31, 2025 and October 31, 2024, the Company recorded $43,330 and $259,903 in debt issuance costs, respectively.

Oil and Gas Assets and Exploration Costs – Successful Efforts

The Company’s projects are in exploration and/or early production stages and the Company began generating revenue from its operations during the quarterly period ended April 30, 2024. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory, geological, and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs considering ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.

Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers.

As of July 31, 2025, the Company had seven wells that are producing, all of which are located in the newly acquired Saskatchewan property. The Company expects to add the reserve value of such fields to the Company’s reserve report after a further period of observation and review of the oil production; once this has been determined, it will estimate the necessary depreciation, depletion and amortization (“DD&A”) for such wells.

Proved and unproved oil and natural gas properties

Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until the Company specifically identifies a lease that will revert to the lessor, at which time the Company charges the associated unproved lease acquisition costs to exploration costs.

Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future development plans. As of July 31, 2025 and October 31, 2024, such oil and gas properties were classified as unproved properties and were not subject to DD&A.

Proved oil and natural gas properties include developed and undeveloped reserves that have been confirmed through drilling and production activities. These properties are subject to DD&A, which is calculated using the unit-of-production method based on total proved reserves.

● Proved developed reserves are amortized over the expected production life of the wells. ● Proved undeveloped reserves remain capitalized until development activities commence. ● The Company assesses impairment of proved properties periodically based on commodity prices, production forecasts, and reserve estimates.

As of July 31, 2025, the Company has proved reserves in the newly acquired Saskatchewan properties and expects to add the reserves values of such fields to the Company’s reserve report; once this has been done, it will estimate the necessary DD&A for such wells.

Impairment of Other Long-lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties.

Asset Retirement Obligations

~~ARO~~The ~~consists~~Company ofrecognizes ~~future~~asset ~~plugging~~retirement ~~and~~obligations ~~abandonment~~for ~~expenses on oil and natural gas properties. In connection with~~ the ~~South~~estimated ~~Salinas~~future ~~Project (“SSP”)~~costs ~~acquisition~~of ~~described above, the Company acquired the~~ plugging and ~~abandonment~~abandoning ~~liabilities~~oil ~~associated~~and ~~with~~natural ~~six~~gas ~~non-producing~~ wells. The fair value of the ~~ARO~~obligation ~~was~~is recorded ~~as a liability~~ in the period in which the ~~wells~~liability ~~were~~is ~~acquired~~incurred, with a corresponding increase in to the carrying amount of ~~oil and natural gas properties not subject to impairment. The Company plans to utilize~~ the ~~six~~related ~~wellbores acquired in the SSP acquisition in future exploration, production and/or disposal (i~~asset.~~e.,~~ ~~disposal of produced water or CO2 by injection) activities.~~ The liability is accreted ~~for~~to ~~the change in~~ its present value each period, ~~based~~and on the ~~expected dates that the wellbores will be required to be plugged and abandoned. The~~ capitalized cost ~~of ARO~~ is ~~included~~depreciated ~~in oil and gas properties and is a component of oil and gas property~~over ~~costs~~the ~~for~~useful ~~purposes~~life of ~~impairment and, if proved reserves are found, such capitalized costs will be depreciated using~~ the ~~units-of-production method~~related asset. The ~~asset~~obligation ~~and~~is ~~liability are~~ adjusted for ~~changes resulting from~~ revisions toin ~~the~~estimated timing or ~~the~~ amount of ~~the~~expected ~~original~~cash ~~estimate when deemed necessary~~flows. ~~If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.~~

Components of the changes in ARO are shown below:

SCHEDULE OF COMPONENTS OF CHANGES IN ARO

ARO, ending balance – October 31, 2024	$	53,869
Accretion expense		2,084
ARO, ending balance – July 31, 2025		55,953
Less: ARO – current		2,778
ARO, net of current portion – July 31, 2025	$	53,175

Revenue Recognition

~~ASU~~Revenue ~~2014-09~~is recognized in accordance with ASC 606, “Revenue from Contracts with Customers”. ~~(“Topic~~The ~~606”)~~Company’s ~~requires~~revenues anare ~~entity~~derived tofrom ~~recognize~~the ~~revenue~~sale ~~when~~of itcrude ~~transfers~~oil. ~~promised~~Control ~~goods~~transfers orto ~~services~~the tocustomer ~~customers~~at inthe antime ~~amount~~of ~~that~~delivery, ~~reflects~~which is the ~~consideration~~point ~~the~~at ~~entity~~which ~~expects~~revenue tois berecognized. ~~entitled~~Revenue is tomeasured based on the consideration specified in ~~exchange~~the contract, which may include adjustments for ~~those~~market ~~goods~~differentials orand ~~services;~~transportation-related charges. ~~refer~~The Company’s oil is sold to ~~Note~~a 4single –customer, ~~Revenue~~and ~~from~~payment ~~Contracts~~is ~~with~~typically ~~Customers~~received ~~for~~in ~~additional~~the ~~information~~month following delivery.

The Company’s revenue is comprised of revenue from exploration and production activities to produce oil. The Company’s oil is sold to one customer who is a marketer, and payment is received in the month following delivery.

The Company recognizes sales revenues from oil when control transfers to the customer at the time of delivery. Revenue is measured based on the contract price, which may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation or short load fees.

Revenues are recognized for the sale of the Company’s percentage of working interest, adjusted for any incoming and outstanding expenses and oil and gas assessments.

Related Parties

Related parties are directly or indirectly related to the Company, through one or more intermediaries and are in control, controlled by, or under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. On September 14, 2021, the Company acquired an 82.75% working interest (which was subsequently increased to an 85.775% working interest as of April 2023) in the SSP from Trio LLC in exchange for cash, a note payable to Trio LLC and the issuance of 245,000 shares of common stock. As of the date of the acquisition, Trio LLC owned 45% of the outstanding shares of the Company and was considered a related party. As of July 31, 2025 and October 31, 2024, Trio LLC owned less than 1% and 1%, respectively, of the outstanding shares of the Company.

Income Taxes

~~Deferred~~The ~~tax~~Company ~~assets~~accounts ~~and~~for ~~liabilities~~income ~~are~~taxes ~~recognized~~using ~~for~~ the ~~future~~asset and liability method. Deferred tax ~~consequences~~assets ~~attributable~~and toliabilities are recognized for temporary differences between the financial ~~statement carrying~~reporting ~~amounts~~and oftax ~~existing~~bases of assets and liabilities and ~~their~~for ~~respective~~net ~~tax~~operating ~~bases~~loss carryforwards. ~~Deferred~~A ~~tax~~valuation allowance ~~assets,~~is ~~including~~recorded ~~tax~~when ~~loss~~it ~~and~~is ~~credit carry~~more ~~forwards,~~likely ~~and~~than ~~liabilities~~not ~~are~~that ~~measured~~deferred ~~using enacted~~ tax ~~rates~~assets ~~expected~~will tonot ~~apply~~be torealized. ~~taxable~~The ~~income~~Company’s indeferred ~~the years in which those~~tax ~~temporary~~assets ~~differences~~continue ~~are expected~~ to be ~~recovered~~fully ~~or settled~~reserved. The Company recognizes the effect onof ~~deferred~~uncertain tax ~~assets~~positions ~~and~~only ~~liabilities~~when ofit ais ~~change~~more inlikely ~~tax~~than ~~rates~~not isthat ~~recognized~~such inpositions ~~income~~will inbe ~~the~~sustained ~~period~~upon ~~that~~examination. ~~includes~~Interest ~~the~~and ~~enactment~~penalties ~~date~~related to uncertain tax positions are recognized in income tax expense.

The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely than not” that a deferred tax asset will not be realized. At July 31, 2025 and October 31, 2024, the Company’s net deferred tax asset has been fully reserved.

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations when a determination is made that such expense is likely. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s wholly owned Canadian subsidiary is subject to taxation under Canadian federal and provincial tax laws. The subsidiary’s income tax provision is calculated based on applicable Canadian tax rates, and any differences between U.S. and Canadian tax treatments are considered in the condensed consolidated financial statements. The Company also considers the impact of the U.S.-Canada Tax Treaty in determining its tax obligations, including withholding taxes on intercompany transactions.

Fair Value Measurements

The ~~carrying~~Company ~~values~~measures ofcertain ~~financial~~assets ~~instruments comprising cash~~ and ~~cash~~liabilities ~~equivalents,~~at ~~payables, and notes payable-related party approximate~~ fair ~~values~~value ~~due~~in toaccordance ~~the~~with ~~short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in~~ ASC 820, Fair Value Measurements. ~~and~~Fair ~~Disclosures, fair~~ value is represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants ~~at the measurement date (exit price)~~. The ~~Company utilizes~~fair ~~market~~value ~~data~~of orequity ~~assumptions~~consideration ~~that~~issued ~~market~~in ~~participants~~connection ~~would~~with ~~use~~asset inacquisitions ~~pricing~~is ~~the~~measured ~~asset~~based oron ~~liability,~~the ~~including~~market ~~assumptions~~price ~~about risk~~of ~~and~~ the ~~risks~~Company’s common ~~inherent~~stock inon the ~~inputs~~acquisition todate, ~~the~~without ~~valuation~~adjustment ~~technique~~for resale restrictions. ~~These~~The ~~inputs~~carrying ~~can~~amounts beof ~~readily~~cash, ~~observable~~payables, ~~market~~and ~~corroborated,~~other orshort-term ~~generally~~financial ~~unobservable.~~instruments ~~ASC~~approximate ~~820 establishes a~~ fair value ~~hierarchy~~due ~~that prioritizes the inputs used~~ to ~~measure~~their ~~fair~~short-term ~~value~~nature. ~~The~~Certain ~~hierarchy gives~~estimates ~~the~~used ~~highest~~in ~~priority~~evaluating tooil ~~unadjusted~~and ~~quoted~~natural ~~prices~~gas properties inand ~~active~~asset ~~markets~~retirement ~~for~~obligations ~~identical~~involve ~~assets~~significant orunobservable ~~liabilities~~inputs ~~(Level 1 measurement)~~ and ~~the~~ ~~lowest~~are ~~priority~~therefore toclassified ~~unobservable~~as ~~inputs (~~Level 3 ~~measurement)~~measurements. ~~This fair value measurement framework applies to both initial and subsequent measurement.~~

Level 1:	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies.
Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques.

There are no assets or liabilities measured at fair value on a recurring basis. Assets and liabilities accounted for at fair value on a non-recurring basis in accordance with the fair value hierarchy include the initial allocation of the asset acquisition purchase price, including asset retirement obligations, the fair value of oil and natural gas properties and the assessment of impairment.

The fair value measurements and allocation of assets acquired are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future commodity prices; (iii) operating and development costs; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that the Company’s management believes will impact realizable prices. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation.

The fair value of additions to the asset retirement obligation liabilities is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount. Significant inputs to the valuation include: (i) estimated plug and abandonment cost per well for all oil and natural gas wells and for all disposal wells; (ii) estimated remaining life per well; (iii) future inflation factors; and (iv) the Company’s average credit-adjusted risk-free rate. These assumptions represent Level 3 inputs.

If the carrying amount of its proved oil and natural gas properties, which are assessed for impairment under ASC 360 – Property, Plant and Equipment, exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value. The fair value of its oil and natural gas properties is determined using valuation techniques consistent with the income and market approach. The factors used to determine fair value are subject to management’s judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures, and various discount rates commensurate with the risk and current market conditions associated with the expected cash flow projected. These assumptions represent Level 3 inputs.

Net Loss Per Share

Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the ~~reporting~~ period. Diluted ~~earnings~~net loss per share is ~~computed~~the ~~similar~~same toas basic net loss per share, ~~except~~because the ~~weighted~~inclusion ~~average number~~ of ~~common shares~~potentially ~~outstanding~~dilutive ~~are~~securities ~~increased to include additional shares from the assumed exercise of share options, warrants and convertible notes,~~would ifbe anti-dilutive.

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ANTI-DILUTIVE

	Nine Months Ended July 31, 2025			Nine Months Ended July 31, 2024
Warrants		17,098	(1)		19,228	(1)
Total potentially dilutive securities		17,098			19,228

(1) Balance consists of potentially dilutive shares based on 171,994 and 191,994 outstanding, equity classified warrants, respectively.

Environmental Expenditures

~~The~~Environmental ~~operations~~expenditures ofare ~~the~~expensed ~~Company~~or ~~have~~capitalized ~~been,~~depending ~~and~~on ~~may~~their innature ~~the~~and future ~~be,~~economic ~~affected~~benefit. ~~from~~Expenditures ~~time~~that torelate ~~time~~ to ~~varying~~ongoing ~~degrees by changes in~~ environmental ~~regulations,~~compliance ~~including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and~~ are ~~not~~expensed ~~predictable.~~as ~~The Company’s policy is to meet or~~incurred, ifwhile ~~possible,~~expenditures ~~surpass~~that ~~standards set~~improve bythe ~~relevant~~future ~~legislation~~economic bybenefit ~~application~~ of ~~technically~~an ~~proven~~asset ~~and~~are ~~economically feasible measures~~capitalized.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Recent Accounting Pronouncements

~~All~~Management has evaluated recently issued ~~but~~accounting ~~not~~pronouncements ~~yet~~and ~~effective~~has ~~accounting~~determined ~~pronouncements~~that ~~have~~none ~~been~~are ~~deemed~~expected to behave ~~not~~a ~~applicable~~material orimpact ~~immaterial~~on to the Company’s condensed consolidated financial statements.

~~Reclassification of Expenses~~Reclassifications

Certain ~~amounts in the~~ prior-period ~~periods~~amounts ~~presented~~ have been reclassified to aconform to the current period ~~financial statement~~ presentation. ~~This~~These ~~reclassification has~~reclassifications had no effect on previously reported net income or stockholders’ equity.

~~Subsequent Events~~9

The Company evaluated all events and transactions that occurred after July 31, 2025 through the date of the filing of this report. See Note 10 for such events and transactions.

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of ~~July~~January 31, ~~2025~~2026, the Company had ~~$584,365~~cash inof ~~its~~approximately ~~operating~~$684,653 ~~bank account~~ and a working capital deficit of approximately $~~679,729~~0.9 ~~The~~million. The Company has incurred significant losses since inception and, as of ~~July~~January 31, ~~2025~~2026, had an accumulated deficit of approximately $2428.4 million. The Company has continued to experience negative cash flows from operations,~~639~~ and its existing cash resources as of January 31,~~679~~ 2026 were not sufficient to fund projected operating and capital requirements for the twelve months following the issuance of these condensed consolidated financial statements.

ToDuring ~~date~~the three months ended January 31, 2026, the Company ~~has~~raised ~~funded~~approximately ~~its~~$395,000 in ~~operations~~gross ~~primarily~~proceeds through ~~equity~~sales of common stock under its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. Subsequent to January 31, 2026 and ~~debt~~through ~~financings~~the date of issuance of these condensed consolidated financial statements, ~~including:~~the Company raised an additional $18.6 million in gross proceeds under the same ATM program. These proceeds significantly improved the Company’s liquidity position and are expected to be sufficient to fund the Company’s operating and capital requirements for at least twelve months from the date these financial statements are issued.

●Management evaluated ~~Proceeds~~whether ~~from~~these ~~the~~capital ~~issuance~~raises, oftogether ~~common~~with ~~stock~~the ~~and~~Company’s ~~financing~~operating ~~from certain investors ● Net proceeds from its initial public offering (“IPO”) in April 2023 ● Convertible note financings totaling $2~~plans,~~371,500~~ inalleviate ~~October~~the ~~and~~conditions ~~December~~that ~~2023~~initially raised ●substantial Andoubt ~~unsecured~~about ~~promissory note of $125,000 from~~ the Company’s ~~former~~ability ~~CEO~~to incontinue ~~2024~~as ●a ~~Gross~~going ~~proceeds~~concern. ofBased ~~$543,500~~on ~~from~~the ~~promissory~~additional ~~notes~~capital ~~with~~raised ~~investors~~after inJanuary ~~2024 ● Gross proceeds of $1~~31,~~440,000~~ ~~from~~2026 ~~convertible~~and ~~debt~~prior ~~financing~~to inissuance ~~2024 ● Net proceeds~~ of ~~approximately~~these financial $4statements,~~650,000~~ ~~under~~management anconcluded ~~“at-the-market”~~that ~~agreement~~its ~~entered~~plans ~~into~~are inprobable ~~September~~of ~~2024~~being ●effectively ~~Gross~~implemented ~~proceeds~~and ofsufficient ~~$606,000~~to ~~from~~address athe ~~private~~Company’s ~~placement~~liquidity ofneeds ~~convertible~~for ~~debt~~the ~~financing~~twelve-month inperiod ~~April~~following ~~2025~~issuance. ●Accordingly, ~~Gross~~while ~~proceeds~~substantial doubt ofexisted ~~$1,020,000~~as ~~from~~of aJanuary ~~private~~31, ~~placement~~2026, ofmanagement’s ~~convertible~~plans ~~debt~~have ~~financing~~alleviated inthat ~~August~~substantial ~~2025~~doubt.

~~The~~These ~~accompanying~~ condensed consolidated financial statements have been prepared on a going -concern basis, ~~which~~and ~~assumes~~do ~~the Company will~~not ~~continue~~include toany ~~operate~~adjustments ~~and~~that ~~meet~~might ~~its~~result ~~obligations~~from ~~over~~ the ~~twelve~~outcome ~~months following the issuance~~ of ~~these~~this ~~financial statements~~uncertainty. However, the Company has experienced recurring losses from operations and negative cash flows, and its current cash resources are not sufficient to meet projected operating and capital requirements for the next twelve months.

Management plans to address this liquidity shortfall by seeking additional capital through the issuance of equity securities, debt financing, or other strategic arrangements. While the Company has been successful in raising capital to date, there can be no assurance that future financing will be available on acceptable terms, or at all.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue from Contracts with Customers

The ~~following~~Company ~~table~~recognizes ~~disaggregates~~ revenue byin ~~significant~~accordance ~~product~~with ~~type~~ASC 606, Revenue from Contracts with Customers. Revenue is derived from the sale of crude oil, and control transfers to the customer at the time of delivery. Revenue is measured based on the consideration specified in the contract, which may include adjustments for market differentials and transportation-related charges. The Company sells its crude oil to a single customer, and payment is typically received in the ~~periods~~month ~~below:~~following delivery.

Revenue for the three months ended January 31, 2026 was generated entirely from oil sales produced from the Company’s Saskatchewan properties. The following table presents revenue disaggregated by product type for the periods presented:

SCHEDULE OF DISAGGREGATES REVENUE

	Three Months Ended July 31, 2025		Three Months Ended July 31, 2024		Nine Months Ended July 31, 2025		Nine Months Ended July 31, 2024
	For the three months ended		For the three months ended
Oil sales	$	192,395	$	63,052	$	226,485	$	135,975
	January 31, 2026		January 31, 2025
Total revenue from customers	$	192,395	$	63,052	$	226,485	$	135,975
Oil sales	$	122,193	$	10,819
Total revenues from customers	$	122,193	$	10,819

There were no ~~significant~~contract assets, contract liabilities, or ~~transaction price allocations to any~~ remaining performance obligations as of ~~July~~January 31, 2026 or October 31, 2025.

1210

Significant concentrations of credit risk

The Company’s revenue is ~~primarily~~concentrated ~~generated~~with ~~from~~a ~~oil~~single ~~and~~customer ~~gas~~who ~~sales~~purchases incrude ~~California,~~oil ~~United~~produced ~~States, and Saskatchewan, Canada. As of July 31, 2025, 100% of total revenue comes~~ from ~~customers~~the ~~located~~Company’s inCanadian ~~these regions~~operations. Changes in ~~state~~regional ~~and provincial regulations,~~ market conditions, or ~~environmental~~commodity ~~policies~~pricing, ~~could~~or ~~significantly~~regulatory ~~impact~~environments ~~the Company’s financial performance. Additionally, fluctuations~~ in ~~commodity pricing and regional demand trends within California and~~ Saskatchewan ~~may~~could ~~affect~~materially impact future revenues.

NOTE 5 – OIL AND NATURAL GAS PROPERTIES

The following tables summarize the Company’s oil and gas activities.

	As of July 31, 2025		As of October 31, 2024
	As of January 31, 2026		As of October 31, 2025
Oil and gas properties – not subject to amortization	$	1213,~~155~~169,~~186~~708	$	1112,~~119~~143,~~119~~122
Accumulated impairment		—		—
Oil and gas properties – not subject to amortization, net	$	1213,~~155~~169,~~186~~708	$	1112,~~119~~143,~~119~~122

~~During~~The ~~the~~Company ~~three~~applies ~~and~~the ~~nine~~successful ~~months~~efforts ~~ended~~method ~~July~~of ~~31,~~accounting ~~2025,~~for ~~the~~its ~~Company~~oil ~~incurred~~and ~~aggregated~~natural ~~exploration~~gas ~~costs~~properties. Costs of ~~$(266)~~geological and ~~$35~~geophysical activities,~~616~~ delay rentals, ~~respectively~~and exploratory activities are expensed as incurred. ~~The~~ ~~negative~~Costs ~~expense~~of ~~for~~exploratory ~~the~~wells ~~three-month~~are ~~period~~capitalized ~~reflects~~pending the determination ~~reversal~~ of ~~previously~~whether ~~accrued~~proved ~~exploration~~reserves ~~costs~~have ~~recorded~~been infound; ~~the~~if ~~prior~~proved ~~quarter~~reserves are not established, the related costs are expensed. Costs to ~~properties~~acquire ~~that~~mineral ~~were~~interests ~~subsequently~~and ~~abandoned~~to ~~during~~drill ~~the~~and ~~current~~equip ~~fiscal~~exploratory ~~year.~~and ~~During~~development ~~the~~wells ~~three~~that ~~and~~find ~~nine~~proved ~~months~~reserves ~~ended~~are ~~July~~capitalized. ~~31,~~Unproved ~~2024,~~properties ~~the~~are ~~Company~~not ~~incurred~~amortized ~~aggregated~~and ~~exploration~~are ~~costs~~assessed ofperiodically $8for impairment based on remaining lease terms,~~054~~ ~~and~~drilling ~~$132~~results,~~871,~~ ~~respectively~~and future development plans. ~~These~~Proved ~~expenses~~properties ~~primarily~~are ~~consisted~~depleted using the unit-of-production ~~exploratory,~~method based on estimated proved reserves. The Company ~~geological,~~evaluates ~~and~~its ~~geophysical~~long-lived ~~costs~~assets, including proved oil and ~~were~~natural ~~expensed~~gas inproperties, ~~the~~for ~~condensed~~impairment ~~consolidated~~whenever ~~statements~~events ofor ~~operations~~changes ~~during~~in circumstances indicate that the ~~applicable~~carrying ~~periods~~amount may not be recoverable.

~~For~~During ~~capitalized~~the ~~costs~~three months ended January 31, 2026, the Company ~~incurred~~completed ~~approximately~~two ~~$1.0~~asset ~~million~~acquisitions ~~and~~in ~~approximately~~Canada ~~$1.1~~that ~~million~~were accounted for ~~the~~as ~~nine~~asset ~~months~~acquisitions under ~~ended~~ASC ~~July~~805-50. 31On November 3, 2025, ~~and~~the ~~2024,~~Company ~~respectively;~~acquired ~~these~~certain ~~expenses~~unproved ~~were~~petroleum ~~related~~and tonatural ~~drilling~~gas ~~exploratory~~lease ~~wells~~rights ~~and~~located ~~acquisition~~in ~~costs~~Alberta, Canada ~~both~~from Capital Land Services Ltd. Total consideration consisted of ~~which~~CAD ~~were~~$150,000 ~~capitalized~~ in cash and ~~are~~CAD ~~reflected~~$150,000 in common stock, measured at the ~~balance~~fair value of the Company’s unrestricted common shares on the acquisition date in accordance with ASC 820 and SEC Staff Accounting Bulletin Topic 5.T. The acquired mineral lease was recorded as an unproved oil and gas property asand ofis ~~July~~not ~~31,~~subject ~~2025~~to ~~and~~amortization. The ~~2024~~agreement includes a contingent 1% gross overriding royalty; because the obligation was not probable or estimable at the acquisition date, ~~respectively~~no liability was recognized under ASC 450.

~~Leases~~On December 30, 2025, the Company acquired additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region from Novacor Exploration Ltd. for total consideration of CAD $1,000,000, payable in restricted common shares. The number of shares issued was determined using the five-day volume-weighted average price prior to closing, translated into Canadian dollars using the Bank of Canada exchange rate. In accordance with ASC 820, the equity consideration was measured at the fair value of the Company’s unrestricted common stock on the acquisition date. The acquired assets include working interests in petroleum and natural gas rights, mineral leases, wells, surface rights, and related equipment. The assets were recorded as unproved oil and gas properties and are subject to periodic impairment evaluation. The Accounting Adjustment Date of April 1, 2025 governs settlement of pre- and post-closing revenues and expenses but does not affect the acquisition date for accounting purposes. The Seller will continue to act as operator until the Buyer satisfies regulatory requirements; this arrangement represents a service contract and does not affect the recognition or measurement of the acquired assets.

~~South~~In ~~Salinas~~connection ~~Project~~with the Novacor acquisition, the Company recognized an initial asset retirement obligation of approximately CAD $169,125 (USD $124,201) related to the abandonment and reclamation of the acquired wells. The ARO was measured using abandonment cost estimates included in the independent Petrotech reserve and economics report, which was prepared in accordance with COGE Handbook standards and served as an input in the valuation of the acquired petroleum assets. No changes in estimate were recorded during the three months ended January 31, 2026.

As of ~~July~~January 31, ~~2025~~2026, ~~the~~all ~~Company~~Canadian ~~holds~~properties ~~interests~~acquired induring ~~various~~the ~~leases~~period ~~related~~were toclassified ~~the~~as unproved ~~properties~~oil ofand ~~the~~gas ~~South~~properties. ~~Salinas~~No ~~Project (see~~impairment ~~Note~~indicators ~~7).~~were ~~Two~~identified ofduring ~~these~~the ~~leases~~three ~~are~~months ~~held~~ended ~~with~~January ~~the~~31, ~~same lessor:~~2026.

	●	Lease 1 – 8,417 acres; this lease was amended on May 27, 2022, to extend the then-active force majeure status for an uncontested twelve-month period, during which the Company was not required to demonstrate the existence of force majeure conditions. As consideration, the Company paid a one-time, non-refundable fee of $252,512, which was capitalized and included in the oil and gas property balance as of October 31, 2022. The extension period commenced on June 19, 2022. The force majeure status has since been extinguished by the drilling of the HV-1 well. The lease remains valid due to ongoing operations and oil production at the HV-3A well.
	●	Lease 2 – 160 acres; this lease is held by delay rental and is renewed every three years. Until drilling commences, the Company is required to make annual delay rental payments of $30 per acre. The Company is in compliance and has prepaid the rental for the period October 2024 through October 2025.

During February and March 2023, the Company entered into additional leases with two groups of lessors:

	●	Group 1 – 360 acres; these leases have a 20-year term and require annual rental payments of $25 per acre.
	●	Group 2 – 307.75 acres; these leases also have a 20-year term, with annual rental payments of $30 per acre.

During the current fiscal year, the Company made a strategic decision to abandon these additional leases. As a result, all associated exploration and development costs—including capitalized costs for support equipment and facilities—have been expensed in accordance with applicable accounting standards. The total expense recognized in connection with this abandonment was $111,149 and is reflected in the Company’s statement of operations for the year-to-date period.

McCool Ranch Oil Field

In October 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for the purchase of a 21.918315% working interest in the McCool Ranch Oil Field, located in Monterey County near the Company’s flagship South Salinas Project. The Company initially recorded a payment of $100,000 upon execution of the agreement, at which time Trio LLC began refurbishment operations on the San Ardo WD-1 water disposal well to assess its ability to serve the produced water needs for the assets.

On May 27, 2025, the Company made the decision to terminate the McCool Ranch Oil Field leases; accordingly, all capitalized costs related to the acquisition, refurbishment, and production restart—including costs for support equipment and facilities—totaling $500,614 have been written off and expensed in the statement of operations for the period ended July 31, 2025.

The Company will not make any further payments under the McCool Ranch Purchase Agreement, and all previously recorded liabilities associated with the project have been recognized as an expense. The Company no longer holds any interests in the McCool Ranch Oil Field, and the abandonment decision will be reflected in the financial statements.

Optioned Assets – Asphalt Ridge Leasehold Acquisition & Development Option Agreement

On November 10, 2023, the Company entered into the ARLO Agreement with HSO for a term of nine months which gives the Company the exclusive right to acquire up to a 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches by the Company, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to the Company.

On December 29, 2023, the Company entered into an amendment to the ARLO Agreement, whereby the Company funded $200,000 of the $500,000 payable by the Company to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases. As of July 31, 2025, the Company has paid a total of $225,000 to HSO in costs related to infrastructure and has obtained a 2.25% interest in the leases; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of July 31, 2025.

Per the most recent amendment to the ARLO Agreement signed in April 2025, the Company had until May 10, 2025 to pay HSO an additional $1,775,000 to exercise an option for the remaining 17.75% working interest in the initial 960 acres of the Asphalt Ridge Leases. The option expired after the reporting period on May 10, 2025 due to the Company’s failure to exercise it before the expiration date. As a result, the Company forfeited any further right to acquire the additional 17.75% working interest but will retain its existing 2.25% interest in the leases.

Novacor Acquisition

On April 4, 2025, the Company entered into the Novacor APA with Trio Canada and Novacor Exploration Ltd. (“Novacor”), a Canadian corporation. Under the Novacor APA, Trio Canada agreed to acquire certain oil and gas assets from Novacor, including contracts, leases, and permits for working interests in petroleum, natural gas, and mineral rights located in the Lloydminster, Saskatchewan heavy oil region (the “Novacor Assets”), free and clear of liens other than specified assumed liabilities.

The total purchase price was (i) US$650,000 in cash, including a previously paid deposit of $65,000, and (ii) the issuance of 526,536 shares of the Company’s common stock.

The Novacor APA provided for two closings, both of which have been consummated on the respective dates below:

	●	First Closing – April 8, 2025: Title to a portion of the Novacor Assets was transferred to Trio Canada. The Company delivered $260,000 in cash (net of the deposit) and issued the 526,536 Novacor Shares.
	●	Second Closing – May 22, 2025: Title to the remaining Novacor Assets was transferred, and the Company paid $325,000 in cash.

The Company has accounted for the transaction as an asset acquisition under ASC 805 – Business Combinations. As of July 31, 2025, the total capitalized cost of the Novacor Assets is $1,406,081, comprising:

● $333,400 in cash payments, including $8,400 in capitalizable Canadian Provincial Sales Tax (“PST”) ● $747,681 in equity consideration, based on a fair value of $1.42 per share ● $325,000 in deferred consideration paid at the Second Closing

Following the closings, operating costs for the Novacor Assets have been and will be maintained at levels consistent with the auditor’s report for the 18-month period prior to acquisition, unless otherwise agreed upon. After two years, operating costs will remain competitive with other operators in the region; Novacor will serve as the on-site operator and perform all work and services under the Novacor APA and Trio Canada may terminate Novacor’s operational role with 30 days’ prior written notice.

Optioned Assets – P.R. Spring, Uintah Basin, Utah

On May 15, 2025, the Company entered into a non-binding Letter of Intent (LOI) with HSO for the potential acquisition of 2,000 acres at P.R. Spring, Uintah Basin, Utah. Under the LOI, the Company would issue 1,492,272 restricted shares and pay $850,000 at closing, subject to execution of definitive agreements. Upon signing the LOI, the Company made a non-refundable $150,000 Option Payment to HSO. The LOI requires evidence of a minimum sustained production rate of 40 barrels per day for a continuous 30-day period from two wells at Asphalt Ridge by May 15, 2026, or the LOI will expire unless extended.

NOTE 6 – RELATED PARTY TRANSACTIONS

South Salinas Project – Related Party

~~Upon its formation, the Company acquired from~~ Trio ~~LLC a majority working interest in the South Salinas Project and engaged the services of~~ ~~certain members of Trio~~ LLC ~~to manage the Company’s assets (see Note 1 and Note 5). Trio LLC~~ operates the South Salinas Project on behalf of the Company, ~~and~~under asa ~~operator, conducts and has full control of the operations within the constraints of the~~ Joint Operating ~~Agreement,~~ ~~and acts in the capacity of an independent contractor~~Agreement. Trio LLC ~~currently~~ holds a 3.8% working interest in the ~~South~~project, ~~Salinas Project~~ and the Company holds an 85.775% working interest. The Company provides funds to Trio LLC to ~~develop~~conduct ~~and~~development ~~operate the assets in~~and ~~the~~operating ~~South~~activities, ~~Salinas~~which ~~Project; such funds~~ are ~~classified~~recorded ~~in the short-term asset/liability section of the balance sheet~~ as Advance to Operators/ or Due to Operators~~, respectively~~. As of ~~July~~January 31, ~~2025 and October 31~~2026, ~~2024,~~ the balance of ~~the~~ Due to Operators was ~~account~~zero; isas ~~$29~~of October 31,~~740~~ ~~and~~2025, the balance was $~~103~~5,~~146, respectively~~668.

McCool Ranch Oil Field Asset Purchase – Related Party

On ~~October~~May 1627, ~~2023~~2025, the Company ~~entered~~terminated ~~into~~ the McCool Ranch ~~Purchase Agreement with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch~~ Oil Field ~~located~~leases inpreviously ~~Monterey~~acquired ~~County~~from ~~near~~Trio ~~the Company’s flagship South Salinas Project (see Note 5); the Assets were situated in what is known as the “Hangman Hollow Area” of the McCool Ranch Oil Field~~LLC. ~~The~~All ~~Company~~capitalized ~~initially~~costs ~~recorded~~totaling ~~a payment of~~ $~~100~~500,~~000~~614 ~~upon~~were ~~execution~~written ofoff ~~the~~during ~~McCool~~fiscal ~~Ranch~~2025. ~~Purchase~~No ~~Agreement,~~additional atactivity ~~which~~occurred ~~time~~during ~~Trio LLC began refurbishment operations with respect to~~ the ~~San~~three ~~Ardo~~months ~~WD-1~~ended toJanuary ~~determine if it was capable of reasonably serving the produced water needs for the assets. Following successful refurbishment~~31, ~~the Company committed to an additional $400,000 payment under the agreement~~2026.

OnDirector ~~May~~RSUs ~~27,~~– ~~2025,~~June ~~the Company made the decision to terminate the McCool Ranch Oil Field leases. Accordingly~~19, ~~all~~2024 capitalized costs related to the acquisition, refurbishment, and production restart—including costs for support equipment and facilities—totaling $500,614 have been written off and expensed in the statement of operations.Grant

~~Restricted~~On ~~Stock~~June ~~Units~~19, ~~(“RSUs”)~~2024, ~~issued~~the Board approved the grant of 50,000 RSUs to ~~Directors~~a newly appointed director. At the time of grant, only 22,750 shares remained available under the Plan; accordingly, 22,500 RSUs were granted immediately at a grant-date fair value of $6.00 per share, and the remaining 27,500 RSUs were granted in the following quarter at a grant-date fair value of $3.32 per share.

OnAs ~~June~~of 19October 31, ~~2024~~2025, the Company ~~agreed~~had to award 50,000 restricted stock units to a newly appointed director under the Plan; as there were only 22,750 shares remaining for issuance under the Plan at that time, 22,500 RSUs were awarded immediately with a fair value of $~~6.00 per share for a grant date value of $134~~37,~~550,~~793 ~~with the remainder issued in the following quarter at a fair value~~ of ~~$3.32~~unrecognized ~~per~~compensation ~~share~~cost ~~for a~~related ~~grant~~to ~~date~~these ~~value of $91,300~~awards. ~~For~~During the three ~~and nine~~ months ended January ~~July~~ 31, ~~2025~~2026, the Company recognized ~~stock-based compensation for these awards in the amount of~~ $4028,~~819~~931 ~~and~~of ~~$116,587, respectively, within~~ stock-based compensation ~~expenses on the income statement~~expense, ~~with~~ leaving $788,~~613~~862 of unrecognized ~~expense~~compensation ascost to ofbe ~~the~~recognized ~~period~~over ~~ended~~the ~~July~~remaining ~~31,~~vesting ~~2025~~period.

OnChief ~~October~~Executive ~~21,~~Officer ~~2024, the Company agreed to award 12,500 restricted stock units to a newly appointed director under the Plan; the~~ RSUs ~~vest at~~– aJuly ~~rate of 100% upon the six-month anniversary of the commencement date and were recorded at a fair value of $3.13 per share for a grant date value of $39~~11,~~125.~~ ~~Additionally, on October 21,~~ 2024, the Company agreed to award an aggregate of 37,500 restricted stock units to current directors under the Plan; the RSUs vest at a rate of 100% upon the three-month anniversary of the commencement date and were recorded at a fair value of $3.13 per share for an aggregate grant date value of $117,375. For the three and nine months ended July 31, 2025, the Company recognized stock-based compensation for these awards in the amount of $0 and $141,592, respectively, within stock-based compensation expenses on the income statement, with $0 of unrecognized expense as of the period ended July 31, 2025.Grant

~~Restricted~~On ~~Shares~~July ~~issued~~11, 2024, the Company entered into an employment agreement with Mr. Robin Ross, pursuant to ~~Executives~~which ~~and~~he ~~Employees~~was appointed Chief Executive Officer. In connection with his appointment, Mr. Ross was granted 100,000 RSUs under the Plan, measured at a grant-date fair value of $3.32 per share.

InAs ~~May~~of ~~2023,~~October ~~the Company entered into six employee agreements which~~31, ~~among other things~~2025, ~~provided for~~ the ~~grant~~Company ofhad ~~an aggregate of 35~~$88,~~000 restricted~~168 ~~shares pursuant to the Plan. Per the terms~~ of ~~the~~unrecognized ~~employee~~compensation ~~agreements,~~cost ~~subject~~related to ~~continued~~these ~~employment, the restricted shares vest as follows: 25% of the shares vested five months after the issuance date, after which the remainder vest in equal tranches every six months until fully vested~~awards. ~~The shares were recorded on the date of issuance at a fair value of $43.00 per share for an aggregate~~ ~~fair~~During ~~value of $1,505,000; during~~ the ~~current fiscal year, four employee agreements were not renewed and 4,375 restricted shares were forfeited as a result. For the~~ three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, the Company recognized ~~stock-based compensation of~~ $~~0 and $180~~32,~~936, respectively,~~227 ~~within~~of stock-based compensation ~~expenses on the income statement, with unrecognized~~ expense ~~of $0 as of the period ended July 31~~, ~~2025. For the three~~ and ~~nine~~all ~~months ended July 31, 2024, the Company recognized stock-based compensation of $189,845 and $563,343,~~remaining ~~respectively,~~unrecognized ~~within stock-based~~ compensation ~~expenses~~cost onwas ~~the~~fully ~~income~~recognized ~~statement, with unrecognized expense of $414,474~~ as of ~~the~~January ~~period ended July~~ 31, ~~2024~~2026.

OnOther ~~July 11, 2024, the Company and Mr. Peterson (the Company’s former Chief~~ Executive ~~Officer) entered into a three-month consulting agreement, which includes a monthly cash fee of $10,000~~ and anDirector ~~award of 50,000~~ RSUs pursuant to the Plan. The units were recorded at a fair value of $3.32 per share for a grant date value of $166,000 and for the three and nine months ended July 31, 2025, the Company recognized stock-based compensation for the award of $0 and $68,033, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended July 31, 2025.

OnAll ~~July~~other ~~11,~~RSU ~~2024,~~awards ~~the~~granted ~~Company~~to ~~entered~~directors ~~into~~and anexecutives ~~employment~~during ~~agreement~~fiscal ~~with~~2025 ~~Mr.~~were ~~Robin~~fully ~~Ross,~~vested ~~pursuant~~and tofully ~~which~~expensed ~~Mr. Ross started serving~~ as ~~Chief~~ ~~Executive Officer~~ of ~~the~~October ~~Company~~31, ~~replacing Mr~~2025. ~~Peterson. Pursuant to the Ross Employment Agreement, Mr. Ross was initially~~ ~~paid~~No annew ~~annual~~RSU ~~base~~awards salary of $300,000. In addition, Mr. Ross is entitled to receive, subject to his continuing employment with the Company on the applicable date of the bonus payout, an annual target discretionary bonus of up to 100% of his annual base salary, payable at the discretion of the Compensation Committee of the Board based upon the Company’s and Mr. Ross’ achievement of objectives and milestones to be determined on an annual basis by the Board. Pursuant to the Ross Employment Agreement, the Company awarded Mr. Ross 100,000 RSUs pursuant to the Plan; the RSUs were ~~recorded~~granted atduring ~~a fair value of $3.32 per share for a grant date value of $332,000 and for~~ the three ~~and nine~~ months ended ~~July~~January 31, 2025, the Company recognized stock-based compensation for the award in the amount of $55,941 and $166,000, respectively, within stock-based compensation expenses on the income statement, with $144,110 of unrecognized expense as of the period ended July 31, 20252026.

OnConsulting ~~October~~Agreement ~~21,~~– ~~2024, the Company agreed to award 10,000 restricted stock units to Greg Overholtzer, the Company’s~~ Chief Financial Officer, under the 2022 Plan; the RSUs vest at a rate of 100% upon the six-month anniversary of the commencement date and were recorded at a fair value of $3.13 per share for a grant date value of $31,300. For the three and nine months ended July 31, 2025, the Company recognized stock-based compensation for the award in the amount of $0 and $29,580, respectively, within stock-based compensation expenses on the income statement, with $0 of unrecognized expense as of the period ended July 31, 2025.

The Company’s prior independent contractor agreement with its Chief Financial Officer expired on December 31, 2025. Effective January 1, 2026, the Company entered into a new independent contractor agreement under which he receives a monthly fee of $15,000 for his services, along with reimbursement of pre-approved expenses incurred in connection with such services upon presentation of reasonably acceptable invoices and receipts.

~~Note~~Consulting ~~Payable~~Agreement – ~~Related~~Stanford ~~Party~~Eschner

On ~~March~~August 261, ~~2024~~2025, the Company ~~borrowed~~entered ~~$125,000~~into ~~from~~a ~~its~~consulting ~~former~~agreement ~~Chief Executive Officer, Michael L. Peterson, in connection~~ with ~~which the Company delivered to~~ Mr. ~~Peterson~~Stanford anEschner ~~Unsecured~~following ~~Subordinated~~his ~~Promissory~~resignation ~~Note~~as inVice ~~the principal amount of $125,000. The Note is payable~~Chairman ~~on or before September 26, 2024 (the “Peterson Note Maturity Date”), upon which date the principal balance~~ and ~~interest accruable at a rate of 10% per annum is due and payable to Mr~~director. ~~Peterson~~Under by the ~~Company. The Company may prepay the Peterson Note at any time prior to the Peterson Note Maturity Date~~agreement, ~~in whole or in part, without premium or penalty~~Mr. ~~The~~Eschner ~~Company~~receives isa ~~also~~monthly ~~required~~fee ~~to prepay the Peterson Note, in full, prior to the Peterson Note Maturity Date from the proceeds~~ of ~~any equity or debt financing received by the Company of at least~~ $14,~~000,000.~~167 Asand ~~additional~~a ~~consideration~~one-time ~~for~~grant ~~the Peterson Loan, the Company accelerated the vesting~~ of 5015,000 shares of ~~restricted stock~~common ~~awarded to Mr~~stock. For ~~Peterson under~~ the ~~Company’s~~three ~~2022~~months ~~Equity~~ended ~~Incentive~~January ~~Plan~~31, as2026, ~~amended (~~the ~~“2022~~Company ~~Plan”).~~recognized ~~The~~consulting ~~Peterson~~fees ~~Note also provides for acceleration~~ of ~~payment~~$8,334, ofwith ~~the~~no ~~outstanding~~unrecognized ~~principal~~compensation ~~balance~~cost remaining ~~and~~as ~~all accrued and unpaid interest in the case~~ of anJanuary ~~Event of Default (as such term is defined in the Peterson Note)~~31, ~~where there is either a payment default or a bankruptcy event~~2026.

On September 26, 2024 and October 28, 2024, the Company entered into the first and second amendments, respectively, to the Peterson Note; each amendment extended the maturity dates to October 28, 2024 and November 30, 2024, respectively, and added a $5,000 extension fee (per amendment) to the principal of the note. On November 25, 2024, the Company paid off the Peterson Note in the amount of $143,516, with $135,000 in satisfaction of the principal amount owed and $8,516 towards accrued interest.

Consulting Agreement

On December 31, 2024, the employment agreement between the Company and Mr. Overholtzer ended, and on January 1, 2025, the Company entered into an independent contractor agreement with Mr. Overholtzer, under which he continues to serve as the Chief Financial Officer of the Company and is paid a monthly fee of $12,500; the initial term of the agreement is for one year and will be automatically renewed unless either party provides a 30-day notice prior to the expiration of the agreement.

Loan to Trio Canada

AsOn of April 4, 2025, the Company entered into a Loan and Note Purchase Agreement ~~(the “Loan Agreement”)~~ with Trio ~~Canada,~~Petroleum ~~whereby it made a loan (the “Subsidiary Loan”) to Trio~~ Canada ~~in the amount of $1~~Corp,~~131,000~~ ~~(the~~issuing ~~“Loan Amount”); in return, Trio Canada issued to the Company~~ a three-year promissory note ~~with a maturity date of April 4, 2028~~ in the principal amount of $1,131,000 ~~(the~~ ~~“Subsidiary~~bearing ~~Note”)~~interest at 12% per annum. ~~The~~As ~~outstanding~~of ~~principal~~October ~~amount~~31, 2025, $700,665 of the ~~Subsidiary~~loan ~~Note~~proceeds ~~accrues~~had been ~~interest~~utilized, atand athe ~~rate~~remaining ofunused ~~12%~~portion ~~per~~was ~~annum~~$430,335.

~~Under~~During the ~~terms~~period ofended ~~the~~January ~~Loan Agreement~~31, ~~$585~~2026,~~000~~ of the ~~Loan~~Company ~~Amount~~paid is$54,613 ~~required~~in tocash beand ~~used~~$104,227 toin ~~pay~~equity ~~the~~consideration ~~remaining~~for ~~cash~~payment ~~amount payable to Novacor~~ in ~~connection with~~ the ~~Novacor~~Capital ~~Acquisition~~Lands asset acquisition; the ~~remainder~~Company ofalso ~~the~~issued ~~Loan~~$748,649 ~~Amount~~in isequity toconsideration ~~be used~~ for ~~ongoing~~payment ~~operating~~in ~~costs~~the ofNovacor ~~Trio~~asset ~~Canada~~acquisition. As of ~~July~~ January 31, ~~2025~~2026, ~~$700,665 has been used for consideration in~~ the ~~Novacor~~outstanding ~~acquisition,~~principal ~~and~~balance ~~the remaining, unused portion~~ of the ~~subsidiary loan~~Subsidiary isLoan was $~~430~~477,~~335~~154.

1612

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be subject to claims and legal proceedings arising in the ordinary course of business. Management currently believes that any potential liabilities arising from such matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. As of January 31, 2026, the Company was not involved in any material pending legal proceedings.

Unproved Property Leases

South Salinas Project

The Company holds various leases related to unproved properties in the South Salinas Project,. ~~including~~Two ~~two~~ leases with the same lessor remain active:

	●	Lease 1 (8,417 acres): Amended on May 27, 2022 to extend force majeure status for an additional uncontested twelve months, releasing the Company from evidencing force majeure conditions during that period. A one-time, non-refundable payment of $252,512 was made and capitalized as part of oil and gas property as of October 31, 2022. The ~~force~~lease ~~majeure~~remains ~~status~~valid ~~was~~through ~~extinguished~~continued ~~following the drilling of the HV-1 well. Continued~~ operations and ~~oil~~ production at the HV-3A well ~~maintain the lease’s validity~~.
	●	Lease 2 (160 acres): Held by delay rental~~, renewed every three years~~. The ~~Company~~annual isrental ~~required~~payment toof ~~pay~~ $30 per acre ~~annually~~for ~~until~~the ~~drilling~~period ~~commences. The delay rental payment for~~ October ~~2024~~2025 through October ~~2025~~2026 ~~has~~was ~~been~~ paid in advance, and the Company remains in compliance.

InAll ~~February~~additional ~~and~~South ~~March~~Salinas leases entered into during 2023, ~~the~~were ~~Company~~abandoned ~~entered~~during ~~into~~fiscal ~~additional~~2025 ~~leases~~following ~~covering~~an ~~unproved~~evaluation ~~properties~~of ineconomic ~~the~~and ~~South~~operational factors. ~~Salinas~~No ~~Project:~~further obligations remain under the abandoned leases.

	●	Group 1: Covers 360 acres with a 20-year term; annual rental payments of $25 per acre
	●	Group 2: Covers 307.75 acres with a 20-year term; annual rental payments of $30 per acre

Proved Property Leases – Saskatchewan, Canada

~~During~~In ~~the~~April ~~second~~2025, ~~and~~the ~~third~~Company ~~quarters~~acquired ofoil ~~fiscal~~and ~~2025,~~gas ~~the~~lease ~~Company~~rights ~~strategically~~for ~~abandoned~~four ~~all~~proved ~~additional~~properties ~~leases~~located in ~~the~~Saskatchewan, ~~South~~Canada. ~~Salinas~~The ~~Project.~~leases total ~~All~~320 ~~associated~~net acres ~~exploration~~ and ~~development~~are ~~costs,~~held ~~including~~by ~~capitalized~~production. ~~expenditures~~As ~~for~~of ~~equipment~~January ~~and~~31, ~~facilities~~2026, ~~were~~the ~~expensed~~Company remained in ~~accordance~~ compliance with ~~applicable~~all ~~accounting~~lease ~~standards~~terms. ~~This~~The ~~decision~~Company made ~~followed~~an aadditional ~~comprehensive~~lease ~~evaluation~~payment of ~~the leases’ economic viability~~$4,100 ~~market conditions,~~during ~~regulatory~~the ~~factors,~~three ~~and~~months ~~operational~~ended ~~constraints~~January 31, 2026.

McCool Ranch Oil Field

The Company previously held interests in two parcels of unproved leases in the McCool Ranch Oil Field:

	●	Parcel 1: Ten leases totaling approximately 480 acres, held by delay rental payments
	●	Parcel 2: One lease totaling approximately 320 acres, held by production

As of the second quarter of 2025, the Company elected to terminate all McCool Ranch leases. These leases have been written off and expensed in the statement of operations. No further rental payments or development activities will be pursued.

Asphalt Ridge Leases – ARLO Agreement

On November 10, 2023, the Company entered into the ARLO Agreement with HSO, granting the exclusive right to acquire up to a 20% working interest in a 960-acre drilling and production program in the Asphalt Ridge leases for $2,000,000. The agreement allowed for investment in tranches, with an initial tranche of no less than $500,000 payable within seven days of HSO satisfying certain conditions.

On December 29, 2023, the Company amended the ARLO Agreement and funded $200,000 of the initial $500,000 tranche in advance of HSO satisfying the required conditions. In exchange, the Company acquired a 2% interest in the leases. These funds were designated for infrastructure development, including road construction. As of July 31, 2025, the Company had paid a total of $225,000 to HSO and holds a 2.25% working interest in the leases. These costs have been capitalized and are reflected in the oil and gas property balance as of July 31, 2025.

Under the most recent amendment signed in April 2025, the Company had until May 10, 2025 to pay an additional $1,775,000 to exercise its option for the remaining 17.75% interest. The option expired unexercised after the reporting period, and the Company forfeited its right to acquire the additional interest. The Company retains its existing 2.25% interest.

Proved Property Leases

Saskatchewan, Canada

In April 2025, the Company acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada (see Note 5). The leases total 320 net acres and are all held by production.

Board of Directors Compensation

OnUnder ~~July 11, 2022, the Company’s Board of Directors approved~~ a compensation plan ~~for~~approved ~~non-employee~~on ~~directors~~July 11, ~~effective upon the consummation of the Company’s initial public offering (IPO). Under this plan~~2022, ~~each~~ non-employee ~~director~~directors isare entitled to an annual cash retainer of $50,000, plus an additional $10,000 per Board committee served,. ~~with~~Payments ~~all~~are ~~payments~~ made quarterly in arrears. ~~Compensation~~For ~~payments commenced~~the ~~following~~three ~~the~~months ~~successful~~ended ~~completion~~January of31, 2026 and 2025, the Company ~~IPO~~recognized indirector ~~April~~compensation ~~2023~~expense of $75,840 and $59,167, respectively.

For the three and nine months ended July 31, 2025, the Company recognized director compensation expense of $80,007 and $241,682, respectively. For the corresponding periods in 2024, the Company recognized $55,000 and $165,000, respectively.

Agreements with Advisors

OnThe ~~July 28, 2022, the~~ Company previously entered into a placement agent ~~agreement~~agreements with ~~the Placement Agent with~~ Spartan Capital Securities, LLC (“Spartan”)~~, whereby~~ ~~Spartan agreed to serve as the exclusive agent, advisor or underwriter~~ in ~~any~~connection with ~~offering~~its ofIPO ~~securities~~and ofsubsequent ~~the~~private ~~Company for a one-year term~~placements. ~~The~~Under ~~agreement~~these ~~provided for a $25~~agreements,~~000~~ ~~non-refundable~~Spartan ~~advance~~received ~~upon~~cash ~~execution~~fees ~~of the agreement~~ and ~~completion of a bridge offering to be credited against the accountable expenses incurred by the Placement Agent upon successful completion of the Company’s IPO, a cash fee of 7.5%,~~ warrants to purchase ~~a number of~~ common ~~shares~~stock. All ~~equal~~warrants issued to 5%Spartan ofremain ~~the~~outstanding ~~aggregate~~as ~~number~~ of ~~common~~January ~~shares~~31, ~~placed in the IPO and reimbursement of other expenses~~2026. OnNo ~~April~~new ~~20,~~placement ~~2023,~~agent ~~pursuant~~agreements towere ~~this~~entered ~~agreement~~into, ~~the~~and ~~Company issued representative warrants to~~no ~~Spartan~~additional tofees ~~purchase~~or ~~up to an aggregate of 5,000 shares of common stock; such~~ warrants ~~have~~were aincurred ~~5five-year~~or ~~term~~issued ~~with~~during anthe ~~exercise~~three ~~price~~months ~~of $66.00~~ended ~~and~~January ~~can~~31, ~~be exercised any time after the IPO date~~2026.

On October 4, 2023 and December 29, 2023, the Company entered into additional placement agent agreements with Spartan, whereby Spartan would serve as the exclusive placement agent in connection with the closing of private placements. The agreements provided the agent with i) a cash fee 7.5% of the aggregate proceeds raised in the sale and ii) warrants to purchase a number of common shares equal to 5% of the number of common shares initially issuable upon conversion of each note tranche; warrants to purchase 4,167 and 2,750 common shares with exercise prices of $26.40 and $11.00 for the first and second tranches, respectively, were issued to Spartan as of January 31, 2024. Such warrants may be exercised beginning 6 months after issuance until four- and one-half years thereafter.13

NOTE 8 – NOTES PAYABLE

~~Notes~~As ~~payable as~~ of ~~July~~January 31, 2026, the Company had one outstanding note payable related to the August 2025 ~~and~~Financing described below. All other notes disclosed in the Company’s Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025 ~~consisted~~were offully repaid, converted, or otherwise extinguished prior to the ~~following:~~current reporting period.

The following table summarizes notes payable as of January 31, 2026 and October 31, 2025:

SCHEDULE OF NOTES PAYABLE

	As of July 31, 2025		As of October 31, 2024
	As of January 31, 2026		As of October 31, 2025
Promissory notes, net of discounts	$	-167,879	$	~~742~~467,~~852~~179
Payable – related party		-		115,666
Total Notes payable	$	167,879	$	467,179
Convertible note, net of discounts		865		-
Note Payable, related party		-		135,000
Total Notes payable	$	865	$	993,518

~~Payable~~August –2025 ~~related party~~ Financing

~~See~~On ~~Note~~August 615, -2025, ~~McCool~~the ~~Ranch~~Company ~~Oil~~closed ~~Field~~a ~~Asset~~private ~~Purchase~~placement –pursuant ~~Related~~to ~~Party~~which ~~for~~it ~~further~~issued ~~information~~three unsecured convertible promissory notes (the “Notes”) to institutional investors in an aggregate principal amount of $1,200,000. The Notes included an original issue discount of $180,000 (15%), resulting in aggregate funding of $1,020,000. After payment of placement agent fees of $71,400 and legal fee reimbursements of $20,000, the Company received net proceeds of $928,600.

~~March~~The ~~2024~~Notes ~~Debt~~mature ~~Financing~~on February 15, 2026 and may be prepaid at any time without penalty. The Notes are convertible, at the option of the investors, into shares of the Company’s common stock at a conversion price equal to the lesser of:

The Company executed a Securities Purchase Agreement, dated March 27, 2024 (the “SPA”) with an institutional investor (the “March 2024 Investor”), which March 2024 Investor signed and funded on April 5, 2024, and pursuant to which the Company raised gross proceeds of $184,500 and received net proceeds of $164,500, after payment of offering expenses (the “March 2024 Debt Financing”). The SPA contains certain representations and warranties by the March 2024 Investor and the Company and customary closing conditions.

	●	$1.32, or
	●	90% of the lowest daily VWAP during the five trading days prior to conversion,

Insubject ~~connection with the March 2024 Debt Financing, the Company issued an unsecured promissory note~~ to ~~the~~a ~~March~~floor ~~2024~~price ~~Investor, dated March 27, 2024, in the principal amount~~ of $~~211,500, having an original issue discount of $27,000 or approximately 13% (the “March 2024 Investor Note”)~~0. ~~Interest accrues on the March 2024 Investor Note at a rate of 12% per annum and the maturity date of the March 2024 Investor Note is January 30~~72, ~~2025 (the “March 2024 Investor Note Maturity Date”). The March 2024 Investor Note provides for five payments of principal and accrued interest~~ which are payable: (i) $118,440 on September 30, 2024; (ii) $29,610 on October 30, 2024; (iii) $29,610 on November 30, 2024; (iv) $29,610 on December 30, 2024; and (v) $29,610 on January 30, 2025. The Company may ~~prepay the~~adjust ~~March~~under ~~2024~~certain ~~Investor~~circumstances ~~Note,~~but ~~in full and~~ not inbelow part, any time during the 180 day period after the issuance date of the Investor Note at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through the term of the March 2024 Investor Note, in the amount of $~~25,380~~0. The Investor Note contains provisions constituting an Event of Default (as such term is defined in the March 2024 Investor Note) and, upon an Event of Default, the March 2024 Investor Note will be accelerated and become due and payable in an amount equal to 150% of all amounts due and payable under the March 2024 Investor Note with interest at a default rate of 22~~% per annum~~. In addition, upon an Event of Default, the March 2024 Investor has the right to convert all or any outstanding amount of the March Investor Note into shares of the Company’s common stock at a conversion price equal to the greater of (i) 75% of the Market Price (as such term is defined in the March 2024 Investor Note) or (ii) the conversion floor price, which is $1.42340 (the “Floor Price”); provided, however, that the Floor Price shall not apply after October 5, 2024, and thereafter, the conversion price will be 75% of the Market Price. Issuance of shares of common stock to the March 2024 Investor is subject to certain beneficial ownership limitations and not more than 19.99% of the shares of common stock outstanding on March 29, 2024 may be issued upon conversion of the March 2024 Investor Note. The conversion price is also subject to certain adjustments or other terms in the event of (i) mergers, consolidations or recapitalization events or (ii) certain distributions made to holders of shares of common stock.

OnThe ~~September~~Notes ~~30,~~also ~~2024,~~include ~~October~~provisions ~~30,~~allowing ~~2024 and November 30, 2024,~~ the Company ~~made~~to ~~cash~~require ~~payments~~conversion inunder ~~the~~specified ~~amounts~~trading ofand ~~$118,440,~~registration ~~$29~~conditions,~~610~~ ~~and $88,830,~~subject ~~respectively,~~to inbeneficial ~~full~~ownership ~~satisfaction~~limitations of ~~the~~4.99% ~~principal~~(or ~~balance of the note~~9.99% Asif ofelected ~~July~~by ~~31, 2025,~~ the ~~balance~~investor). ofThe ~~the~~maximum ~~promissory~~number ~~note was zero, with total non-cash interest expense related to discounts recognized in the amounts~~ of ~~zero~~shares ~~and~~issuable ~~$21,315~~upon ~~for the three and nine~~conversion ~~months~~is ~~ended July 31~~1, ~~2025~~679, ~~respectively~~127, ~~and~~representing ~~total~~19.99% ~~non-cash interest expense related to discounts recognized in the amounts~~ of ~~$21,550 and $29,514 for~~ the ~~three~~Company’s ~~and~~outstanding ~~nine~~common ~~months~~stock ~~ended~~as ~~July 31, 2024, respectively, with $72,380 in noncash interest expense related to discounts recognized over the life~~ of the ~~note~~closing date.

~~Note~~Between ~~Payable~~September –12 ~~Related~~and ~~Party~~October 23, 2025, investors converted $575,000 of principal into 606,809 shares of common stock at conversion prices between $0.93 and $1.02 per share. The fair value of the shares issued exceeded the principal amounts settled, resulting in a recognized loss on conversion of $95,931, recorded in the consolidated statement of operations.

OnFollowing ~~March~~these 26conversions, ~~2024,~~ the ~~Company~~Notes ~~borrowed~~had ~~$125,000 from~~a ~~its~~remaining ~~former Chief Executive Officer, Michael L. Peterson, in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the~~ principal ~~amount~~balance of $~~125~~625,000~~. The~~ ~~Note is payable on or before September 26, 2024, upon which date the principal balance~~ and ~~interest accruable at~~ a ~~rate~~net ofcarrying ~~10% per~~value annum is due and payable to Mr. Peterson by the Company. The Company may prepay the Peterson Note at any time prior to the Peterson Note Maturity Date, in whole or in part, without premium or penalty. The Company is also required to prepay the Peterson Note, in full, prior to the Peterson Note Maturity Date from the proceeds of ~~any equity or debt financing received by the Company of at least~~ $1467,~~000,000. As~~179 ~~additional~~as ~~consideration for the Peterson Loan, the Company accelerated the vesting~~ of ~~50,000 shares~~October of restricted stock awarded to Mr. Peterson under the Company’s 2022 Plan. The Peterson Note also provides for acceleration of payment of the outstanding principal balance and all accrued and unpaid interest in the case of an Event of Default (as such term is defined in the Peterson Note)31, ~~where there is either a payment default or a bankruptcy event~~2025.

OnBetween ~~September~~December 262, ~~2024~~2025 and ~~October~~January 2814, ~~2024~~2026, ~~the~~investors ~~Company~~converted ~~entered~~$435,000 of principal into ~~the~~598,492 shares ~~first~~of ~~and~~common ~~second~~stock ~~amendments,~~at ~~respectively,~~conversion toprices ~~the~~between ~~Peterson~~$0.72 and ~~Note;~~$0.75 ~~each~~per ~~amendment~~share. ~~extended~~The ~~the~~fair ~~maturity~~value ~~dates~~of tothe ~~October~~shares ~~28,~~issued ~~2024~~exceeded ~~and~~the ~~November~~principal ~~30,~~amounts ~~2024~~settled, ~~respectively,~~resulting ~~and~~in ~~added~~ a ~~$5,000~~recognized ~~extension~~loss ~~fee~~on conversion ~~(per~~of ~~amendment)~~$71,503, which towas recorded in the ~~principal~~consolidated statement of operations. During the ~~note.~~three Onmonths ~~November~~ended 25January 31, ~~2024~~2026, the Company recognized ~~paid~~$135,700 of ~~off~~non-cash ~~the~~interest ~~Peterson~~expense ~~Note~~related into the ~~amount~~amortization of ~~$143,516, with~~debt ~~$135,000~~discounts. inAs ~~satisfaction~~ of January 31, 2026, the outstanding principal balance ~~amount~~of ~~owed~~the ~~and~~Notes was $8190,~~516~~000, and ~~towards~~the ~~accrued~~net ~~interest~~carrying value was $167,879.

~~June 2024 Convertible Debt Financings~~14

On June 27, 2024, the Company entered into a securities purchase agreement (the “June 2024 SPA”) with the same April 2024 Investors (the “June 2024 Investors”). Pursuant to the terms and conditions of the June 2024 SPA, each June 2024 Investor provided financing of $360,000 to the Company (net of a 10% original issuance discount as described below) in the form of the June 2024 Notes (as defined below) for aggregate gross proceeds in the amount of $720,000 (the “June 2024 Financing”) and net proceeds to the Company, after offering expenses, of $676,200. In consideration of the June 2024 Investors’ funding under the June 2024 SPA, on June 27, 2024, the Company issued and sold to each June 2024 Investor: (A) a Senior Secured 10% Original Issue Discount Convertible Promissory Note in the aggregate principal amount of $400,000 (the “June 2024 Notes”) and (B) a warrant to purchase 37,231 shares (the “June 2024 Warrant Shares”) of the company’s Common Stock, at an initial exercise price of $7.90500 per share of Common Stock, subject to certain adjustments (the “June 2024 Warrants”). The June 2024 Warrants (which are for the purchase of an aggregate 74,461 common shares) were recorded as equity warrants with an aggregate relative fair value of $257,701; the factors used to determine fair value were a share price of $6.00, an exercise price of $7.90500, an expected term of 5 years, annualized volatility of 132.52%, a dividend rate of zero percent and a discount rate of 4.29%.

The June 2024 Notes are initially convertible into shares of Common Stock (the “June 2024 Conversion Shares”) at a conversion price of $7.90500 per share, subject to certain adjustments (the “June 2024 Notes Conversion Price”), provided that the June 2024 Conversion Price shall not be reduced below $2.40 (the “June 2024 Floor Price”), and provided further that, subject to the applicable rules of the NYSE American, the Company may lower the June 2024 Floor Price at any time upon written notice to the June 2024 Investors. The June 2024 Notes do not bear any interest, except in the case of an Event of Default (as such term is defined in the June 2024 Notes), and the June 2024 Notes mature on June 27, 2025. Upon the occurrence of any Event of Default, interest shall accrue on the June 2024 Notes at a rate equal to 10% per annum or, if less, the highest amount permitted by law.

Commencing on the 90th day following the original issue date of the June 2024 Notes, the Company is required to pay to the June 2024 Investors the outstanding principal balance under the June 2024 Notes in monthly installments, on such date and each one (1) month anniversary thereof, in an amount equal to 103% of the total principal amount under the June 2024 Notes multiplied by the quotient determined by dividing one by the number of months remaining until the maturity date of the June 2024 Notes, until the outstanding principal amount under the June 2024 Notes has been paid in full or, if earlier, upon acceleration, conversion or redemption of the June 2024 Notes in accordance with their terms. All monthly payments are payable by the Company in cash, provided that under certain circumstances, as provided in the June 2024 Notes, the Company may elect to pay in shares of Common Stock.

The Company may repay all or any portion of the outstanding principal amount of the June 2024 Notes, subject to a 5% pre-payment premium; provided that (i) the Equity Conditions (as such term is defined in the June 2024 Notes) are then met, (ii) the closing price of the Common Stock on the trading day prior to the date that a prepayment notice is provided by the Company is not below the then June 2024 Conversion Price, and (iii) a resale registration statement registering June 2024 Conversion Shares and June Financing Warrant Shares has been declared effective by SEC. If the Company elects to prepay the June 2024 Notes, the June 2024 Investors have the right to convert all of the principal amount of the June 2024 Notes at the applicable June 2024 Conversion Price into June 2024 Conversion Shares.

On September 26, 2024, October 1, 2024, and October 30, 2024, the Company made principal payments towards the June 2024 Notes in the amounts of $88,888, $50,000 and $88,888, respectively, which it converted into shares at 103% for conversion amounts of $91,556, $51,500 and $91,556, respectively. Conversion shares were issued numbering 30,520, 17,167 and 38,150, respectively, at fair values per share of $3.38, $3.66 and $2.58, respectively, for total amounts of $103,091, $62,830 and $98,422, respectively. Losses in the amounts of $14,203, $12,830 and $9,534, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts. An additional 2,317 shares were issued on October 11, 2024 at a fair value of $3.38 for a total amount of $7,838; the share issuance was made to satisfy a make-whole-share provision which the debtor is entitled to when the effective price of the shares becomes less than the floor price.

On December 2, 2024, December 20, 2024 and January 7, 2025, the Company made principal payments in the amounts of $88,888, $290,844 and $192,492, respectively, in full satisfaction of the principal balance of the notes; the first and third payments were made in cash, with losses resulting from make-whole payments per the terms of the agreement in the amounts of $2,668 and $69,310, respectively. The second payment was converted into shares at 103% for a conversion amount of $299,569, with shares issued numbering 340,419 at a fair value per share of $0.88, which resulted in a loss of $8,725. As of July 31, 2025, the balance of the June 2024 Notes was zero, with noncash interest expense related to discounts recognized in the amounts of zero and $249,805 for the three and nine months ended July 31, 2025, respectively, and $381,501 in noncash interest expense related to discounts recognized over the life of the notes.

August 1, 2024 Financing

On August 1, 2024, the Company entered into a Securities Purchase Agreement (the “August 1st SPA”) with an investor, pursuant to which the Company raised gross proceeds of $134,000 and received net proceeds of $110,625; in connection with the financing, the Company issued an unsecured promissory note to the investor in the principal amount of $152,000 and an original issue discount of $18,000 or approximately 11.8%. Interest accrues on the note at a rate of 12% per annum and the maturity date of the note is May 30, 2025. The note provides for five payments of principal and accrued interest which are payable: (i) $85,120 on January 30, 2025; (ii) $21,280 on February 28, 2025; (iii) $21,280 on March 30, 2025; (iv) $21,280 on April 30, 2025; and (v) $21,280 on May 30, 2025. Subject to certain restrictions, the Company may prepay the note, in full and not in part, any time during the 180 day period after the issuance date at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through the term of the note, in the amount of $18,240.

During fiscal year 2025, the Company made aggregate principal payments of $148,960 in cash; during the third quarter, the Company issued 23,644 shares of common stock to the investor in satisfaction of a principal payment obligation; the shares were issued at a conversion price of $0.90 per share, representing a total value of $28,846. The fair value of the shares on the issuance date exceeded the principal amount settled, resulting in a recognized loss of $7,566, which was recorded in the statement of operations. As of July 31, 2025, the balance of the note was $0, with noncash interest expense recognized in the amount of $5,992 and $41,652 for the three and nine months ended July 31, 2025, respectively.

August 6, 2024 Financing

On August 6, 2024, the Company entered into a Securities Purchase Agreement (the “August 6th SPA”) with an investor, pursuant to which the Company raised gross proceeds of $225,000 and received net proceeds of $199,250; in connection with the Financing, the Company issued an unsecured promissory note to the investor in the principal amount of $255,225, having an original issue discount of $30,225 or approximately 11.8%. Interest accrues on the note at a rate of 12% per annum and the maturity date of the note is May 30, 2025. The note provides for five payments of principal and accrued interest which are payable: (i) $142,926 on January 30, 2025; (ii) $35,731.50 on February 28, 2025; (iii) $35,731.50 on March 30, 2025; (iv) $35,731.50 on April 30, 2025; and (v) $35,731.50 on May 30, 2025. Subject to certain restrictions, the Company may prepay the note, in full and not in part, any time during the 180 day period after the issuance date at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through the term of the note, in the amount of $30,627.

Additionally, in conjunction with two prior investors and the April 2024 Debt Financing, the Company will make two payments of $25,000 to each of the prior investors from the net proceeds of this financing.

On January 28, 2025, the Company entered into a Note Exchange Agreement, whereby it and the investor agreed to exchange the outstanding balance of $285,852 for shares of the Company’s common stock. The exchange transaction was completed on February 10, 2025, pursuant to which the Company exchanged 230,992 shares of common stock, based on a price of $1.24 per share, which was the product of the lowest closing price of the Company’s stock during the ten trading days immediately prior to February 10, 2025, and 75%. The Company recorded the exchange as a debt extinguishment and recognized a loss on extinguishment of $141,534.

As of July 31, 2025, the balance of the August 6, 2024 Financing was $0, with noncash interest expense recognized for the amortization of debt discounts of $0 and $26,826 for the three and nine months ended July 31, 2025, respectively.

April 2025 Financing

On April 11, 2025, we issued an Unsecured Original Discount Convertible Promissory Note (the “Note”) to an institutional investor (the “Convertible Note Investor”) in a principal amount of $321,176, having an original issue discount of $48,176, resulting in a funding amount of $273,000. After the payment of $10,000 to reimburse the Convertible Note Investor for its legal fees, we received net proceeds of $263,000.

On April 17, 2025, we issued an amended and restated Unsecured Original Discount Convertible Promissory Note (the “Amended and Restated Note”), in an aggregate principal amount, with the principal amount of the Note, of $712,941, having an aggregate original issue discount of $106,941, including the original issue discount of the Note, and resulting in an aggregate funding amount, with the Note, of $606,000. We received additional net proceeds of $333,000 and paid a commission of $33,330 to Spartan Capital Securities, LLC (“Spartan”).

The Amended and Restated Note provides for both voluntary conversion by the Convertible Note Investor and a right for TPET to require conversion, subject to certain conditions into shares of common stock. The Amended and Restated Note also contains “piggyback” registration rights and the shares issuable upon conversion of the Amended and Restated Note are being registered in the registration statement of which this prospectus forms a part in order to comply with such registration obligations.

Between June 11 and June 23, 2025, the Company issued an aggregate of 877,340 shares of common stock to the Convertible Note Investor in satisfaction of principal payment obligations under the Amended and Restated Note. The issuances occurred on June 11, 12, 13, 17, 18, and 23, at conversion prices ranging from $0.81 to $0.83 per share, for a total value of $1,240,054. The fair value of the shares issued exceeded the principal amounts settled, resulting in a total recognized loss of $528,054, which was recorded in the statement of operations.

As of July 31, 2025, the balance of the April 2025 Financing was $865, with noncash interest expense recognized for the amortization of debt discounts of $139,092 and $150,192 for the three and nine months ended July 31, 2025, respectively.

NOTE 9 – STOCKHOLDERS’ EQUITY

Common Shares

OnThe ~~January~~Company 1is authorized to issue 160,000,000 ~~2025~~shares, ~~the~~consisting ~~Company~~of ~~entered~~150,000,000 ~~into~~shares anof ~~agreement~~common ~~with~~stock aand ~~consulting~~10,000,000 ~~firm~~shares toof ~~provide~~preferred stock, ~~investor~~each ~~communications~~with ~~and~~a ~~public~~par ~~relations services~~value of $0.0001 Asper ~~part~~share. As of ~~the~~January ~~compensation~~31, ~~payable~~2026, the Company ~~issued~~had 2012,~~000~~773,916 ~~common~~ shares atof acommon ~~fair~~stock ~~value~~issued ~~per~~and outstanding; ~~share~~as of ~~$1.40~~October ~~for~~31, a2025, ~~total value~~the ofCompany ~~$28~~had 9,~~000~~047,658 shares of common stock issued and outstanding.

OnConsultant January 28, 2025, the Company entered into a Note Exchange Agreement with the investor from the August 6th Financing, pursuant to which the outstanding balance of $285,852 was exchanged for shares of the Company’s common stock. The transaction was completed on February 10, 2025, with the Company issuing 230,992 shares of common stock at a price of $1.24 per share (determined as 75% of the lowest closing price of the Company’s stock during the ten trading days immediately preceding February 10, 2025) and a fair value of $1.70 for a total fair value amount of $392,686. The Company accounted for the exchange as a debt extinguishment, recognizing a loss of $141,534.Issuances

On ~~April~~January 111, ~~2025~~2026, the Company issued ~~526~~50,~~536~~000 shares of common ~~shares~~stock atto a ~~fair~~consultant ~~value~~as ofpayment ~~$1.42~~for ~~per~~services ~~share~~to ~~for~~be aprovided ~~total~~from ~~value~~January 1, of2026 ~~$747~~through June 30,~~681~~ in2026. ~~connection with~~The ~~the~~shares ~~first~~were ~~closing~~valued ofat an$0.82 ~~asset~~per ~~acquisition~~share, ~~from~~resulting ~~Novacor~~in total compensation of $40,950.

OnBecause ~~May 14, 2025,~~ the ~~Company issued 23,644~~ shares ofwere ~~common~~issued ~~stock to an investor~~ in ~~satisfaction~~advance of athe ~~principal~~service ~~payment obligation~~period, ~~pursuant to~~the aCompany ~~conversion~~is ~~agreement.~~recognizing ~~The~~expense ~~shares~~on ~~were issued at~~ a ~~conversion~~straight-line ~~price~~basis ofover ~~$0.90~~the ~~per~~six-month term ~~share, representing a total value~~ of ~~$28,846~~the agreement. ~~The fair~~For ~~value of~~ the ~~shares~~three onmonths ~~the~~ended ~~issuance~~January ~~date~~31, ~~exceeded~~2026, the ~~principal~~Company ~~amount~~recognized ~~settled~~$7,014 ~~resulting~~of instock-based acompensation ~~recognized~~expense, and ~~loss~~the ofremaining $733,~~566,~~936 ~~which~~ was recorded inas ~~the~~prepaid ~~statement~~consulting fees as of ~~operations~~January 31, 2026.

~~Between~~Issuances ~~June 11 and June 23, 2025, the Company issued an aggregate of 877,340 shares of common stock~~ to anExecutives ~~investor in satisfaction of principal payment obligations under a convertible debt agreement. The issuances occurred on June 11, 12, 13, 17, 18,~~ and 23, at conversion prices ranging from $0.81 to $0.83 per share, for a total value of $1,240,054. The fair value of the shares issued exceeded the principal amounts settled, resulting in a total recognized loss of $528,054, which was recorded in the statement of operations.Directors

During the period ended ~~July~~January 31, ~~2025~~2026, the Company ~~did~~issued ~~not~~1,587,500 shares ~~grant~~of ~~any~~common ~~RSUs;~~stock ~~the~~to ~~stock-based~~executives ~~compensation~~and ~~expense~~directors. These shares related to ~~previously~~awards that were granted ~~RSUs~~and fully vested in the prior ~~was~~fiscal ~~$96~~year,~~762,~~ and for which ~~was~~all compensation expense had already been recognized inas of October 31, 2025. No additional stock-based compensation expense was recorded during the ~~condensed~~three ~~consolidated~~months ~~statements~~ended ofJanuary ~~operations~~31, 2026.

~~On July 30, 2025, at the Company’s annual meeting~~Debt of stockholders, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the total number of authorized shares to 160,000,000, consisting of 150,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. The certificate of amendment effectuating this change was filed with the Secretary of State of the State of Delaware on July 30, 2025, and became effective upon filing.Conversions

~~Series~~During 1the ~~Preferred~~three ~~Shares~~months ended January 31, 2026, the Company issued 598,492 shares of common stock to investors upon conversion of principal under the August 2025 convertible promissory notes. The shares were issued at fair values between $0.72 and $0.75 per share, for a total value of $506,503.

~~Trio~~The ~~Canada~~fair isvalue ~~authorized to issue an unlimited number~~ of ~~Series~~the 1shares ~~Preferred~~issued ~~Shares;~~exceeded ~~under~~ the ~~terms~~principal ofamounts ~~the shares~~settled, ~~(i)~~resulting ~~holders~~in ofa ~~such~~loss ~~shares~~on ~~may~~conversion ~~require the entity to purchase their shares upon submission~~ of ~~a retraction notice~~$71,503, ~~(ii)~~recognized ~~Trio~~in ~~Canada is obligated to redeem~~ the ~~shares within~~ 30condensed ~~days~~consolidated statement of ~~receiving a retraction notice and (iii) Trio Canada may redeem the shares at its discretion at any time~~operations. OnSee ~~April~~Note 4,10 ~~2025, Trio~~– ~~Canada~~Subsequent ~~issued~~Events ~~1,071,886~~for ~~Series~~additional ~~1 Preferred shares (which are redeemable at CAD$1~~details.~~00) at a value of US$754,000.~~

Asset Acquisition Issuances

During the period ended January 31, 2026, the Company issued shares as equity consideration in connection with two asset acquisitions (see Note 5):

	●	Capital Lands acquisition:

		104,227 shares issued at a fair value of $1.00 per share, totaling $104,227.

	●	December 2025 Novacor acquisition:

		912,875 shares issued at a fair value of $0.82 per share, totaling $748,548.

These amounts were capitalized as unproved oil and gas properties

At-the-Market (“ATM”) Offering Program

During the three months ended January 31, 2026, the Company sold 473,164 shares of common stock under its at-the-market offering program, generating gross proceeds of approximately $395,000. Net proceeds after commissions and offering costs totaled $382,450. See Note 10 – Subsequent Events for additional details.

Stock-based Compensation – Restricted Shares

During the three months ended January 31, 2026, the Company recognized $84,872 of stock-based compensation expense related to restricted share awards that continue to vest over their respective service periods. These awards were granted in prior fiscal periods and vest based on continued service. As of January 31, 2026, unrecognized compensation cost related to these restricted share awards totaled $41,090, which will be recognized over the remaining vesting periods.

Warrants

A summary of the warrant activity during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 is presented below:

SCHEDULE OF WARRANT ACTIVITY

						Weighted
				Weighted		Average
				Average		Remaining
	Number of Warrants			Exercise Price		Life in Years		Intrinsic Value
Outstanding, November 1, 2024		191,994		$	15.24		3.8	$	47,160
Outstanding, November 1, 2025		171,994		$	13.52		3.2	$	16,600
Expired		(20,000	)		30.00		-		-
Issued		-			-		-		-
Issued		103,658			9.18		4.8		-
Outstanding, January 31, 2026		171,994		$	13.52		3.0	$	10,532
Outstanding, July 31, 2025		171,994		$	13.52		3.5	$	19,000
Exercisable, January 31, 2026		171,994		$	13.52		3.0	$	10,532
Exercisable, July 31, 2025		171,994		$	13.52		3.5	$	19,000

A summary of the warrant activity during the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025 is presented below:

						Weighted
				Weighted		Average
				Average		Remaining
	Number of Warrants			Exercise Price		Life in Years		Intrinsic Value
Outstanding, November 1, 2023		88,336		$	22.35		7.3	$	-
Outstanding, November 1, 2024		191,994		$	15.24		3.8	$	47,160
Issued		103,658			9.18		4.8		-
Expired		(20,000	)		30.00		-		-
Outstanding, July 31, 2024		191,994		$	15.24		4.0	$	98,800
Outstanding, January 31, 2025		171,994		$	13.52		4.0	$	31,200
Exercisable, July 31, 2024		191,994		$	15.24		4.0	$	98,800
Exercisable, January 31, 2025		171,994		$	13.52		4.0	$	31,200

22A summary of outstanding and exercisable warrants as of January 31, 2026 is presented below:

A summary of outstanding and exercisable warrants as of July 31, 2025 is presented below:

Warrants Outstanding				Warrants Exercisable
~~Exercise Price~~	Exercise Price	~~Number of Shares~~	Number of Shares	~~Weighted Average Remaining Life in Years~~	Weighted Average Remaining Life in Years	~~Number of Shares~~	Number of Shares
$	0.20		20,000		2.72		20,000
$	66.00		5,000		2.72		5,000
$	24.00		43,336		3.2.7		43,336
$	26.40		4,167		3.2.7		4,167
$	10.00		22,279		32.49		22,279
$	11.00		2,750		32.49		2,750
$	7.91		74,462		3.94		74,462
			171,994		3.50		171,994

Stock Options

A summary of option activity during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 is presented below:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life in Years		Intrinsic Value
Outstanding, November 1, 2024		6,000	$	10.46		3.8	$	-
Outstanding, November 1, 2025		6,000	$	10.46		2.8	$	-
Issued		-		-		-		-
Outstanding, July 31, 2025		6,000	$	10.46		3.0	$	-
Outstanding, January 31, 2026		6,000	$	10.46		2.5	$	-
Exercisable, July 31, 2025		6,000	$	10.46		3.0	$	-
Exercisable, January 31, 2026		6,000	$	10.46		2.5	$	-

A summary of option activity during the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life in Years		Intrinsic Value
Outstanding, November 1, 2023		6,000	$	10.46		4.8	$	-
Outstanding, November 1, 2024		6,000	$	10.46		3.8	$	-
Issued		-		-		-		-
Outstanding, July 31, 2024		6,000	$	10.46		4.0	$	-
Outstanding, January 31, 2025		6,000	$	10.46		3.5	$	-
Exercisable, July 31, 2024		6,000	$	10.46		4.0	$	-
Exercisable, January 31, 2025		6,000	$	10.46		3.5	$	-

23A summary of outstanding and exercisable options as of January 31, 2026 is presented below:

A summary of outstanding and exercisable options as of July 31, 2025 is presented below:

Options Outstanding				Options Exercisable
~~Exercise Price~~	Exercise Price	~~Number of Shares~~	Number of Shares	~~Weighted Average Remaining Life in Years~~	Weighted Average Remaining Life in Years	~~Number of Shares~~	Number of Shares
$	10.46		6,000		32.05		6,000
			6,000				6,000

On August 15, 2023, the Company issued five-year options to purchase 6,000 shares of the Company’s common stock to a consultant of the Company, pursuant to the 2022 Plan. The options have an exercise price of $10.46 per share and vest monthly over a period of 24 months, beginning on the vesting commencement date. The options have a grant date fair value of $55,711, which will be recognized over the vesting term.

The assumptions used in the Black-Scholes valuation method for these options issued in 2023 were as follows:

SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD FOR OPTIONS

Risk free interest rate	4.36	%
Expected term (years)	5.0
Expected volatility	137.1	%
Expected dividends rate	0	%

NOTE 10 – SUBSEQUENT EVENTS

~~In accordance~~At ~~with ASC 855 – Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after~~ the ~~balance~~Market sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events and transactions that occurred after July 31, 2025, through the date the condensed consolidated financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the condensed consolidated financial statements.Offering

~~Resignation~~Subsequent to January 31, 2026, the Company continued to issue shares of its common stock under its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. Between February 1, 2026 and ~~Consulting~~March ~~Engagement~~17, 2026, the Company sold an aggregate of ~~Stanford~~18,729,291 ~~Eschner~~shares of common stock at a weighted-average price of $0.99 per share, for gross proceeds of approximately $18.6 million and net proceeds of approximately $18.1 million after deducting commissions and offering expenses. These sales were made pursuant to the Company’s existing shelf registration statement on Form S-3.

~~On August~~The 1,Company ~~2025,~~may ~~Stanford~~continue ~~Eschner~~to ~~resigned~~offer ~~from~~and ~~his~~sell ~~roles~~additional shares asunder ~~Vice~~the ~~Chairman~~ATM ~~and~~program ~~director~~from oftime ~~Trio~~to ~~Petroleum Corp~~time, ~~effective~~subject ~~immediately. His~~to ~~resignation~~market ~~did~~conditions ~~not~~and ~~result~~the ~~from~~terms ~~any~~of ~~disagreement with~~ the ~~Company’s~~sales ~~management or Board regarding operations, policies, or practices~~agreement.

~~Concurrently, the~~August ~~Board approved Mr. Eschner’s engagement as a consultant to the Company through December 31,~~ 2025. ~~Under~~Convertible ~~the~~Note ~~Consulting Agreement, Mr. Eschner will receive $4,267 per month and a one-time issuance of 15,000 shares of common stock pursuant to the Company’s 2022 Plan.~~

~~Compensation~~Subsequent to January 31, 2026, the holders of the ~~Adjustments~~Company’s ~~for~~unsecured ~~Chief~~convertible ~~Executive~~promissory ~~Officer~~notes ~~(CEO)~~issued ~~Robin~~in ~~Ross~~August 2025 elected to convert the remaining outstanding principal balance of the notes into shares of the Company’s common stock. Between February 1, 2026 and the date these condensed consolidated financial statements were issued, the noteholders converted an aggregate of $195,000 of principal into 430,761 shares of common stock at conversion prices ranging from $0.40 to $0.45 per share.

~~On August~~The 1,fair ~~2025,~~value of the ~~Compensation~~common ~~Committee~~stock ~~approved~~issued anupon ~~increase~~conversion exceeded the carrying amount of the debt settled, resulting in ~~Robin~~a ~~Ross’s~~loss ~~annual~~on ~~base~~conversion ~~salary~~of ~~from~~approximately $~~300~~14,~~000~~170. toIn ~~$400~~addition,~~000,~~ ~~effective~~the principal ~~immediately.~~amounts ~~Mr.~~converted ~~Ross~~exceeded ~~was~~the ~~also~~principal ~~granted~~balance arecorded ~~one-time~~as ~~award~~outstanding ofby ~~625~~approximately $5,000. ~~shares~~The ofCompany ~~common~~recorded ~~stock~~this ~~under~~excess ~~the 2022 Plan. These~~as ~~changes~~a ~~were~~loss ~~reflected~~on extinguishment in anconnection ~~amendment~~with tothe ~~his Executive Employment Agreement~~conversion.

~~Additionally, the~~No ~~Compensation~~other ~~Committee~~subsequent ~~authorized~~events arequiring ~~cash~~recognition ~~bonus~~or ofdisclosure ~~$150,000~~were toidentified ~~Mr.~~through ~~Ross, payable at~~ the date ~~Board’s~~these ~~discretion,~~condensed ~~pursuant~~consolidated tofinancial ~~Section 4~~statements ofwere ~~his existing employment agreement~~issued.

~~Equity Award to Chief Financial Officer (CFO) Gregory Overholtzer~~17

On August 1, 2025, the Compensation Committee approved a one-time award of 62,500 shares of common stock to Gregory Overholtzer, the Company’s Chief Financial Officer, under the 2022 Plan. The terms of this award will be documented in a forthcoming agreement between the Company and Mr. Overholtzer.

Equity Awards to Board of Directors

On August 1, 2025, the Compensation Committee approved the award of an aggregate of 850,000 common shares to four non-employee board members.

Convertible Notes Financing

On August 15, 2025, the Company completed a private placement of three unsecured convertible promissory notes to three institutional investors for an aggregate principal amount of $1,020,000, with a 15% original issue discount, resulting in net funding of $1,020,000. After deducting placement agent and legal fees, net proceeds totaled $928,600, which are to be used for working capital and general corporate purposes.

The notes are convertible into common stock at the lesser of $1.32 or 90% of the lowest VWAP over the five trading days prior to the date of a notice of conversion, subject to a floor price of $0.72 (adjustable down to $0.22 under certain conditions). The Company may require conversion if specific trading and registration conditions are met. Investors may not convert amounts that would exceed 4.99% (or 9.99%, if elected) ownership or the maximum conversion cap. The maximum number of shares issuable upon conversion of all notes is 1,679,127, representing 19.99% of the Company’s outstanding common stock as of the closing date.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and operating results together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our Form 10-K/A for the year ended October 31, ~~2024~~2025, filed with the SEC on ~~April~~January 1520, ~~2025~~2026 (“our Form 10-K/A”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those in this Quarterly Report on Form 10-Q, as well as the risk factors set forth in the section titled “Risk Factors” included in our Form 10-K/A, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Trio Petroleum Corp.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:

● our ability to find, acquire or gain access to other properties, discoveries and prospects and to successfully develop our current properties, discoveries and prospects; ● uncertainties inherent in making estimates of our oil and natural gas resources; ● the successful implementation of our prospective discovery, development and drilling plans with the South Salinas Project; ● projected and targeted capital expenditures and other costs, commitments and revenues; ● our dependence on our key management personnel and our ability to attract and retain qualified technical personnel; ● the ability to obtain financing and the terms under which such financing may be available; ● the volatility of oil and natural gas prices; ● the availability and cost of developing appropriate infrastructure around and transportation to our discoveries and prospects; ● the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services; ● other competitive pressures; ● potential liabilities inherent in oil and natural gas operations, including drilling risks and other operational and environmental hazards; ● current and future government regulation of the oil and gas industry; ● cost of compliance with laws and regulations; ● changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation of those laws and regulations; ● environmental liabilities; ● geological, technical, drilling and processing problems; ● military operations, terrorist acts, wars or embargoes; ● the cost and availability of adequate insurance coverage; ● our vulnerability to severe weather events; and ● other risk factors discussed in the “Risk Factors” section of this Quarterly Report and in our Form 10-K.

2518

● potential liabilities inherent in oil and natural gas operations, including drilling risks and other operational and environmental hazards; ● current and future government regulation of the oil and gas industry; ● cost of compliance with laws and regulations; ● changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation of those laws and regulations; ● environmental liabilities; ● geological, technical, drilling and processing problems; ● military operations, terrorist acts, wars or embargoes; ● the cost and availability of adequate insurance coverage; ● our vulnerability to severe weather events; and ● other risk factors discussed in the “Risk Factors” section of this Quarterly Report and in our Form 10-K/A.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

Overview

We are a California-based oil and gas exploration and development company ~~headquartered~~ with operations in ~~Malibu~~Monterey County, California, ~~with~~Uintah ~~our~~County, Utah, ~~principal~~and ~~executive~~the ~~offices~~Lloydminster ~~located~~region atof ~~23823~~Saskatchewan, ~~Malibu~~Canada. ~~Road,~~Our ~~Suite~~strategy ~~304,~~continues ~~Malibu,~~to ~~California 90265,~~focus ~~with~~on ~~operations~~acquiring inand ~~Monterey~~developing ~~County,~~assets ~~California,~~that ~~Uintah~~provide near-term ~~County~~production, ~~Utah~~long-term ~~and~~development ~~Lloydminster~~potential, ~~Saskatchewan~~and opportunities for value creation through targeted operational investment.

We began ~~have~~generating ~~had~~revenues ~~revenue-generating~~in ~~operations~~fiscal ~~since~~2024 following the restart of production at the McCool Ranch Oil Field ~~was~~ ~~restarted~~and onexpanded ~~February~~our ~~22,~~revenue ~~2024,~~base in ~~and~~fiscal ~~recognized~~2025 ~~our~~through ~~first~~the ~~revenues~~acquisition of producing heavy-oil assets in ~~our~~Saskatchewan. ~~fiscal~~During ~~quarter~~the three months ended ~~April~~January 3031, ~~2024~~2026, our ~~and~~operational ~~received~~activity ~~the~~continued ~~proceeds from~~to ~~these~~center ~~operations~~on inour ~~June~~Canadian ~~2024.~~properties, which represent our most significant near-term growth opportunity. We ~~have~~are ~~recently~~progressing ~~generated~~workover ~~revenues~~and ~~during~~optimization programs on the ~~period~~assets ~~ended~~acquired from Novacor in April ~~30,~~2025 and December 2025, ~~from~~as ~~our~~well ~~newly~~as the assets acquired ~~properties~~ from Capital Land in ~~Saskatchewan,~~November ~~Canada~~2025.

~~Our~~In California, ~~Canadian~~we ~~project~~continue ~~has~~to advance permitting efforts for the South Salinas Project, including conditional use permits and water-disposal permits. We are also evaluating potential ~~through~~joint-venture ~~workovers~~arrangements to ~~double~~support ~~production~~development activities and continue to assess the feasibility ~~which~~of wea ~~immediately~~carbon ~~began~~capture ~~planning~~and ~~following~~storage ~~closing.~~initiative ~~Novacor,~~leveraging ~~whom~~existing wedeep ~~acquired~~wells and infrastructure. At the P.R. Spring project ~~from~~in Utah, iswe continue ~~one~~to ofmonitor ~~the~~production ~~lowest~~performance ~~cost~~at ~~operators with~~the ~~lift~~Asphalt ~~costs~~Ridge ofwells ~~$10~~to ~~per~~determine ~~barrel.~~whether ~~Our~~conditions ~~focus~~under ~~remains~~the onexisting ~~acquiring~~non-binding ~~projects~~Letter ~~that~~of ~~generate~~Intent ~~immediate~~(LOI) ~~cash~~with ~~flow~~Heavy orSweet ~~offer~~Oil ~~transformative~~LLC ~~growth~~(“HSO”) ~~potential~~may ~~with~~be ~~strategic investment~~satisfied.

WeIn January ~~were~~2026, ~~formed~~we toentered ~~initially~~into ~~acquire~~ an ~~approximate~~at-the-market ~~82.75%~~offering ~~working~~agreement ~~interest (which~~with ~~was~~Ladenburg ~~subsequently~~Thalmann ~~increased~~& toCo. ~~an approximate 85~~Inc.~~775%~~, ~~working~~permitting ~~interest)~~the ~~from~~sale ~~Trio~~of ~~LLC~~up to ~~(“Trio LLC”) in the large~~$3, ~~approximately 9~~600,~~300-acre~~000 ~~South~~of ~~Salinas~~common ~~Project~~stock ~~that~~from istime ~~located~~to intime ~~Monterey~~at ~~County,~~our ~~California~~discretion, ~~and~~providing ~~subsequently~~additional ~~partner~~flexibility ~~with~~to ~~certain~~access ~~members~~capital ~~of Trio LLC’s management team~~ to ~~develop~~support ~~and~~our development ~~operate those assets~~plans. We ~~hold~~expect anour ~~approximate~~Canadian ~~68.62%~~operations ~~interest~~to ~~after~~remain the ~~application~~primary driver of ~~royalties (“net~~near-term production and revenue ~~interest”)~~growth, inwhile we ~~the~~continue ~~South~~to ~~Salinas~~advance ~~Project.~~permitting, ~~Trio~~strategic ~~LLC~~evaluation, ~~holds~~and anpotential ~~approximate~~carbon ~~3.8%~~capture ~~working~~and ~~interest~~storage in(“CCS”) ~~the~~initiatives at South Salinas ~~Project~~. ~~We and Trio LLC are separate and distinct companies.~~

~~Initially,~~Recent California was a significant part of our geographic focus; however, due to rising drilling costs and the negative impact on potential profitability, we have strategically shifted our efforts beyond California to pursue more economically viable opportunities. This transition is reflected in our acquisition of an interest in the Asphalt Ridge Project in Uintah County, Utah, as well as our recent acquisition of additional oil and gas assets in the prolific Lloydminster, Saskatchewan heavy oil region.Developments

26Ladenburg ATM Agreement

~~South~~On January 9, 2026, we entered into an At Market Issuance ~~Salinas~~Sales ~~Project~~Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) as agent, pursuant to which we may issue and sell shares of our common stock from time to time through Ladenburg (the “ATM Offering”). On January 9, 2026, we also filed a prospectus supplement with the SEC covering the sale of shares of common stock having an aggregate offering price of up to $3,600,000 (the “Placement Shares”), in connection with the ATM Offering. Upon delivery of a Placement Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement, Ladenburg shall use its commercially reasonable efforts to sell the Placement Shares by (i) any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE American or on any other existing trading market for the common stock and/or (ii) any other method permitted by law with our consent. The ATM Agreement provides that Ladenburg will be entitled to aggregate compensation for its services up to 3.0% of the gross proceeds from each sale of Placement Shares sold through Ladenburg under the ATM Agreement.

~~Efforts~~Subsequent to ~~obtain~~the ~~from~~period ~~Monterey~~ended ~~County~~January ~~conditional~~31, ~~use~~2026, ~~permits and a full~~we ~~field~~filed ~~development~~amendments ~~permit~~to ~~for~~ the ~~South~~prospectus ~~Salinas~~supplement ~~Project~~related ~~are progressing. Efforts~~ to ~~obtain from~~ the ~~California~~ATM ~~Geologic~~Offering ~~Energy~~on ~~Management Division~~March ~~(“CalGEM”)~~3, ~~and~~2026, ~~from~~March ~~the~~4, ~~California~~2026, ~~Water~~March ~~Boards~~5, a2026, ~~permit~~and ~~for~~March a10, 2026 ~~water~~to ~~disposal~~increase ~~project at~~ the ~~South~~dollar ~~Salinas~~amount ~~Project are~~of ~~also~~Placement ~~progressing.~~Shares Inthat ~~the~~may ~~meantime,~~be ~~the~~offered ~~Company~~pursuant ~~recently~~to ~~determined~~the ~~that~~ATM ~~existing~~Offering ~~permits~~by ~~allow~~$3,292,000, ~~production~~$6,458,000, ~~testing~~$4,000,000, and to$1,641,000, ~~continue~~respectively. atWe ~~the HV-3A~~have ~~discovery~~sold ~~well~~an atadditional ~~Presidents Field and~~18, ~~consequently~~729,291 ~~testing~~shares ~~operations~~of ~~were~~common ~~restarted~~stock atfor ~~this~~aggregate ~~well~~gross onproceeds ~~March~~of 22$18,622,934 subsequent ~~2024.~~to ~~Oil~~the ~~production from~~period ~~this~~ended ~~well~~January ~~has~~31, ~~occurred~~2026 and ~~the~~as ~~Company~~of isthe ~~assessing~~date ~~steps~~of tothis ~~attempt~~filing. toManagement ~~increase~~believes the ~~well’s~~consequential ~~gross~~subsequent ~~production~~cash ~~rate,~~raised ~~for~~provides ~~example by~~a ~~adding~~tremendous upopportunity to ~~650~~accelerate ~~feet~~the expansion of ~~additional perforations in~~ the Company's oil ~~zone~~ and~~/or~~ ~~acidizing~~gas ~~the~~assets ~~well~~both ~~for~~in ~~borehole~~Canada ~~cleanup.~~and ~~First oil sales from~~ the ~~HV-3A~~U.S. ~~well~~as ~~occurred in~~ the ~~third~~focus ~~calendar~~will ~~quarter~~seek ofto ~~2024~~acquire ~~but~~assets isgenerating ~~currently~~more ~~idled~~significant ascash weflow ~~further discussions~~ with ~~local oil and gas~~high ~~companies~~impact togrowth ~~joint venture the project~~potential.

~~McCool~~Capital ~~Ranch~~Land ~~Oil~~Services ~~Field~~ Acquisition

On ~~October~~August 1620, ~~2023~~2025, we, ~~entered~~through ~~into~~our awholly ~~Purchase~~owned ~~and Sale Agreement with~~subsidiary Trio ~~LLC~~Canada, ~~(the~~entered ~~“McCool~~into ~~Ranch~~an Asset Purchase Agreement (“APA”) ~~pertaining~~with toCapital ~~the~~Land ~~McCool~~Services ~~Ranch~~Ltd. ~~Oil~~(“Capital ~~Field~~Land”). Pursuant to ~~this~~the ~~agreement~~APA, ~~effective October~~Trio 1,Canada ~~2023,~~agreed weto ~~entered~~acquire ~~into~~certain anmineral ~~agreement~~leasehold tointerests ~~acquire~~and anrelated ~~approximate~~rights ~~22%~~located ~~working~~in ~~interest~~the inCounty ~~and~~of toVermilion of ~~certain~~River, ~~oil~~Alberta, ~~and~~Canada, ~~gas~~together ~~assets~~with atassociated contracts, permits, and registrations (collectively, the “Assets”). The ~~McCool~~total ~~Ranch~~purchase ~~Field,~~price ~~located~~consists inof ~~Monterey~~CAD ~~County~~$150,000 ~~California,~~in ~~near~~cash and the issuance of restricted shares of our ~~flagship~~common ~~South~~stock ~~Salinas~~having ~~Project~~an aggregate value of CAD $150,000.

~~The~~On ~~acquired~~November ~~assets included six oil wells~~3, ~~a water-disposal well~~2025, athe ~~steam~~transactions contemplated ~~generator,~~under ~~boiler,~~the ~~storage~~APA ~~tanks,~~were ~~and~~completed ~~various~~(the ~~operational~~“Capital ~~infrastructure~~Land Acquisition”). ~~While~~At ~~initial~~closing, ~~production~~Trio ~~was~~Canada ~~restarted~~paid onCapital ~~February~~Land ~~22,~~CAD ~~2024~~$150,000 in cash and we ~~have~~issued ~~subsequently~~104,227 ~~determined~~restricted ~~that~~shares ~~under~~of ~~previously~~our ~~negotiated~~common ~~terms,~~stock ~~natural~~to ~~gas~~Capital ~~prices~~Land. ~~and~~In ~~water~~exchange, ~~disposal~~Trio ~~costs,~~Canada ~~particularly~~acquired inthe ~~California~~Assets, ~~makes~~ itincluding ~~cost~~certain wells ~~prohibitive~~that ~~for~~had ~~the~~been ~~Company~~purchased toout ~~employ~~of ~~cyclic-steam~~receivership. ~~operations~~Due to ~~increase~~regulatory ~~production~~requirements ~~and~~of ~~will~~the ~~not~~Alberta beEnergy ~~economically~~Regulator ~~feasible~~(“AER”), inWe ~~the~~arranged ~~long~~for ~~run.~~all Onapplicable ~~May~~licenses ~~27,~~to ~~2025,~~be wetransferred ~~executed~~to aNovacor, ~~termination~~an ~~agreement~~experienced operator with ~~Trio~~whom ~~LLC~~we tohave ~~end~~an ~~operations~~existing atcommercial relationship. ~~the~~Novacor ~~location~~utilizes ~~and~~Capital ~~abandon~~Land ~~all related~~as ~~leases~~its AER agent. ~~Capitalized~~In ~~costs~~consideration ~~totaling~~for ~~$500~~Capital Land’s services as AER agent,~~614~~ ~~have~~we ~~been~~granted Capital ~~written~~Land ~~off~~a ~~and~~1% ~~expensed~~gross inoverriding ~~the~~royalty ~~statement~~with ofrespect ~~operations~~to the mineral rights, for ~~the~~as ~~period~~long ~~ended April~~as ~~30,~~Capital ~~2025~~Land continues to provide such services.

~~Asphalt~~Asset ~~Ridge Option~~Purchase ~~Agreement~~Transaction ~~and~~with ~~the~~Novacor ~~Lafayette Energy Leasehold Acquisition and Development Option Agreement~~Exploration Ltd.

OnAs ~~November~~of 10December 30, ~~2023~~2025, ~~TPET~~we entered into aan ~~Leasehold Acquisition and Development~~Asset ~~Option~~Purchase Agreement (the “~~Asphalt~~December ~~Ridge~~2025 ~~Option~~Novacor ~~Agreement~~APA”) with ~~Heavy~~Trio ~~Sweet~~Canada, ~~Oil~~and ~~LLC~~Novacor, ~~(“HSO”).~~pursuant ~~Pursuant~~to which, subject to the ~~Asphalt~~terms ~~Ridge~~and ~~Option~~conditions ~~Agreement,~~set forth in the ~~Company~~December ~~acquired~~2025 anNovacor ~~option~~APA, Trio Canada agreed to ~~purchase~~acquire upcertain assets of Novacor’s relating to Novacor’s aoil ~~20%~~and ~~working~~gas ~~interest~~business, inincluding certain contracts, leases atand apermits ~~long-recognized,~~for working interests in petroleum and natural gas ~~major~~and mineral rights located in the Lloydminster, Saskatchewan heavy oil ~~accumulation~~region in ~~northeastern~~Canada ~~Utah~~(collectively, ~~including~~the an“December ~~initial~~2025 ~~960~~Novacor Assets”), ~~acres~~free and aclear ~~subsequent~~of 1any liens other than certain specified liabilities of Novacor that are being assumed (collectively,~~920~~ the ~~acres~~“Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, asthe ~~well~~“December as2025 Novacor Acquisition”) for a ~~right-~~total purchase price of~~-refusal option~~ CAD $1,000,000 (US$730,300 based on ~~approximately~~the 30applicable exchange rate to U.S. Dollars). We issued to Seller 912,~~000~~875 ~~acres~~restricted shares of our common stock, subject to certain registration rights (the “Purchase Price”).

On December 29, 2023, the Company and HSO entered into an Amendment to the Asphalt Ridge Option Agreement, under which the Company funded $200,000 in exchange for an immediate 2% working interest in the initial 960 acres. An additional $25,000 was funded in January 2024, increasing the Company’s working interest to 2.25%. While the Company had the option to acquire an additional 17.75% working interest, it has decided not to exercise this option and will instead retain its existing 2.25% working interest in the initial 960 acres.19

27The December 2025 Novacor Acquisition was closed on December 30, 2025, simultaneously with the execution by us, Trio Canada and Novacor of the December 2025 Novacor APA and other transaction documents (the “Closing”). At the Closing, title to the December 2025 Novacor Assets was delivered to Trio Canada, and us, thereafter deliver the restricted shares to Novacor.

Following the Closing, (i) operating costs for the December 2025 Novacor Assets shall, for a period of two (2) years, be held at the levels detailed in the auditor’s report over the ~~Asset~~eighteen ~~Purchase~~(18) ~~Agreement~~month period prior to the Closing, prepared for Trio Canada on the basis of the due diligence materials provided by Novacor to Trio Canada in connection with the December 2025 Novacor Acquisition, unless mutually agreed otherwise; (ii) after such two-year period, operating costs shall remain competitive with other operators in the area; and (iii) Trio Canada shall be entitled to terminate Novacor’s post-Closing actions at any time on 30 days’ prior written notice to the Novacor. After the Closing, with respect to the December 2025 Novacor Assets, Novacor shall act as the on-site operator of the December 2025 Novacor Assets and perform all work and services as provided in the December 2025 Novacor APA.

AsOn ofDecember ~~April 4~~30, 2025, we and Novacor executed and entered into an ~~Asset~~a ~~Purchase~~Registration Rights Agreement ~~(the~~with ~~“Novacor~~respect ~~APA”)~~to ~~with~~the ~~Trio~~restricted ~~Canada~~shares ~~and~~(the ~~Novacor~~“RRA”). ~~Exploration~~Pursuant ~~Ltd.,~~to athe ~~corporation~~provisions ~~incorporated~~of ~~under~~ the ~~Canada~~RRA, ~~Business~~Novacor ~~Corporations~~is ~~Act~~entitled (to certain “~~Novacor~~piggyback”), ~~pursuant~~registration ~~to which~~rights, ~~subject~~with respect to the ~~terms~~Registrable ~~and~~Securities (as ~~conditions~~such ~~set~~term ~~forth~~is defined in the ~~Novacor APA~~RRA), ~~Trio~~providing ~~Canada~~Novacor ~~agreed~~with tothe ~~acquire~~right ~~certain~~to ~~assets~~include ofthe ~~Novacor~~Registrable ~~relating~~Securities ~~its~~in ~~oil~~a ~~and~~registration ~~gas~~statement ~~business,~~filed ~~including~~by ~~certain~~us ~~contracts, leases and permits~~ for ~~working~~the ~~interests~~registration inof ~~petroleum~~our ~~and~~securities ~~natural gas~~ and/or ~~mineral~~the ~~rights~~resale ~~located~~of inshares ~~the Lloydminster,~~of ~~Saskatchewan~~Common ~~heavy~~Stock ~~oil~~by ~~region~~other inof ~~Canada~~our stockholders (~~collectively,~~a ~~the~~ “~~Novacor~~Piggyback Registration ~~Assets~~Statement”), ~~free~~subject ~~and~~to ~~clear~~certain oflimitations ~~any~~and ~~liens other~~restrictions. ~~than~~In ~~certain~~the ~~specified~~event ~~liabilities~~that ofthe ~~Novacor~~Registrable ~~that~~Securities are ~~being~~not included ~~assumed~~in ~~(collectively,~~a ~~the~~Piggyback ~~“Liabilities”~~Registration ~~and~~Statement ~~such acquisition~~filed ofby ~~the~~us ~~Novacor~~with ~~Assets and assumption of~~ the ~~Liabilities~~Securities ~~together,~~and ~~the~~Exchange ~~“Novacor~~Commission ~~Acquisition~~(“SEC”) ~~for~~on aor ~~total~~before ~~purchase~~March ~~price of (i) US$650~~31,~~000,~~ ~~in cash~~2026, ~~US$65,000~~we ofare ~~which~~obligated ~~was~~to ~~previously~~file ~~provided as~~ a ~~deposit~~registration tostatement ~~Novacor,~~on ~~and~~or ~~(ii)~~before ~~the~~March ~~issuance to~~31, ~~Novacor of 526~~2026,~~536~~ ~~shares~~to ofregister ~~common~~the ~~stock~~resale of ~~common stock (~~the ~~“Novacor~~Registrable Securities, ~~Shares”).~~subject ~~The~~to ~~Novacor~~certain ~~Acquisition~~limitations ~~was consummated~~and inrestrictions. ~~two~~We ~~closings,~~have ~~with~~agreed ~~the~~to ~~first~~pay ~~closing~~all ~~being~~fees ~~consummated~~relating onto ~~April~~the 8,registration ~~2025~~of ~~and~~ the ~~second closing consummated on May 22,~~Registrable ~~2025.~~Securities, ~~All~~except ~~five~~any ofbroker ~~our~~or ~~currently~~similar ~~active~~commissions ~~wells~~payable ~~are~~by ina ~~the~~holder ~~newly~~of ~~acquired~~Registrable ~~Novacor property~~Securities.

P.R. Spring Letter of Intent and Option

On May 15, 2025, the Company entered into 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 (“P.R. Spring”), which is adjacent to Asphalt Ridge. The LOI contemplates our issuance of 1,492,272 restricted shares of common stock and the payment of $850,000 at closing, subject to execution of definitive agreements. Upon signing the LOI, we made a non-refundable $150,000 payment to HSO in consideration for the option. The LOI requires evidence of a minimum sustained production rate of 40 barrels per day for a continuous 30-day period from two wells at Asphalt Ridge by May 15, 2026, or the LOI will expire unless extended by us. We are not under any obligation to enter into definitive agreements in connection with an acquisition.

Carbon Capture and Storage Project as part of Company’s South Salinas Project

We are committed to attempting to reduce our own carbon footprint and, where possible, that of others. For this reason, we are taking initial steps to launch a Carbon Capture and Storage (“CCS”) project as part of the South Salinas Project, which appears ideal for such a task. The South Salinas Project covers a vast area and is uniquely situated at a deep depocenter where there are thick geologic zones (e.g., Vaqueros Sand, up to approximately 500’ thick) about two miles deep, which could accommodate and permanently store vast volumes of CO2. Four existing deep wells in the South Salinas Project (i.e., the HV 1-35, BM 2-2, BM 1-2-RD1 and HV 3-6 wells) are excellent candidates for use as CO2 injection wells. A CCS project in the future may help reduce our carbon footprint by sequestering and permanently storing CO2 deep underground at one or more deep wells, away from drinking water sources. Furthermore, three of the aforementioned deep wells are directly located on three idle oil and gas pipelines that could be used to import CO2 to our CCS Project. We have opened discussions with third parties who wish to reduce their own greenhouse gas emissions and who may be interested in participating in our CCS project. We believe it is feasible to develop the major oil and gas resources of the South Salinas Project and to concurrently establish a substantial CCS project and potentially a CO2 storage hub and/or Direct Air Capture (DAC) hub.

Going Concern Considerations

We ~~began~~continue ~~generating~~to ~~revenues~~incur inoperating ~~the~~losses ~~prior~~and ~~fiscal~~have ~~year~~not ~~but~~yet ~~have~~generated ~~incurred~~sufficient ~~significant~~revenues ~~losses~~to ~~since~~support ~~inception~~our operations. As of ~~July~~January 31, ~~2025~~2026, we had an accumulated deficit of $2428,~~639~~368,~~679~~441 and a working capital deficit of $~~679~~901,~~729~~484. For the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, we ~~reported~~we incurred a net ~~losses~~loss of $1,~~386~~012,~~723~~629 and ~~$4,566,000, respectively, and~~ used $2533,~~015,896~~893 in cash for operating activities. Based solely on our financial position as of January 31, 2026, these factors raised substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements.

ToSince ~~date~~inception, we have funded our operations primarily through equity and debt financings, including: proceeds from common stock issuances, our April 2023 initial public offering, multiple convertible note financings, promissory notes, and sales under our at-the-market (“ATM”) offering programs. During the quarter ended January 31, 2026, we raised approximately $395,000 under our ATM program. Subsequent to January 31, 2026 and through the date of issuance of these financial statements, we raised additional gross proceeds of $18.6 million under the ATM program, for total gross proceeds of approximately $19.0 million raised under the ATM program as of the date of this filing.

●These ~~Proceeds~~subsequent ~~from~~ATM ~~the~~proceeds ~~issuance~~significantly ofimproved our ~~common~~liquidity ~~stock~~position and ~~financing~~are ~~from~~expected ~~certain~~to ~~investors~~be ●sufficient ~~Net~~to ~~proceeds~~fund ~~from~~ our ~~initial~~operating ~~public~~and ~~offering~~capital ~~(“IPO”)~~requirements infor ~~April~~at ~~2023~~least ●twelve ~~Convertible~~months ~~note~~from the ~~financings~~date ~~totaling~~of ~~$2,371,500~~issuance inof ~~October~~these ~~and~~financial ~~December~~statements. ~~2023~~Management ●evaluated Anwhether ~~unsecured~~these ~~promissory~~capital ~~note of $125~~raises,~~000~~ ~~from~~together ~~our~~with ~~former~~the ~~CEO~~Company’s operating inplans, ~~2024~~alleviate ●the ~~Gross~~conditions ~~proceeds~~that ofinitially ~~$543,500~~raised ~~from~~substantial ~~promissory~~doubt ~~notes~~about ~~with~~the ~~investors~~Company’s inability ~~2024~~to ●continue ~~Gross~~as ~~proceeds~~a ofgoing concern. ~~$1,440,000~~Based ~~from~~on ~~convertible~~the ~~debt~~additional ~~financing~~capital inraised ~~2024~~after ●January ~~Net~~31, ~~proceeds~~2026 ofand ~~approximately~~prior ~~$4,650,000~~to ~~under~~issuance anof ~~“at-the-market”~~these ~~agreement~~financial ~~entered~~statements, ~~into~~management concluded inthat ~~September~~its ~~2024~~plans ●are ~~Gross~~probable ~~proceeds~~ of ~~$606,000~~being ~~from~~effectively aimplemented ~~private~~and ~~placement~~sufficient ofto ~~convertible~~address ~~debt~~the ~~financing~~Company’s inliquidity ~~April~~needs ~~2025~~for the ●twelve ~~Gross~~month ~~proceeds~~period offollowing $1issuance. Accordingly,~~020,000~~ ~~from~~while asubstantial ~~private~~doubt ~~placement~~existed as of ~~convertible~~January ~~debt~~31, ~~financing~~2026, inmanagement’s ~~August~~plans have ~~2025~~alleviated that substantial doubt.

28Our condensed consolidated financial statements continue to be prepared on a going-concern basis and do not include any adjustments to the carrying amounts or classification of assets and liabilities that may result from future developments. Additional information regarding our going-concern assessment is provided in Note 3 to the condensed consolidated financial statements.

Despite these financings, our recurring losses, accumulated deficit, and working capital deficit raise substantial doubt about our ability to continue as a going concern. Our current revenue levels are insufficient to cover operating costs, and we remain dependent on external financing to sustain operations and fund planned development activities.20

We will require additional capital to advance drilling and development at our South Salinas and Asphalt Ridge assets, meet payment obligations, and support ongoing operations. There is no assurance that we will be able to raise such capital on favorable terms or at all. If we are unable to secure adequate funding or achieve operational profitability, we may need to pursue alternative strategies to reduce expenses and conserve cash.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additional information is provided in Note 3 to the condensed consolidated financial statements.

Factors and Trends Affecting Our Business and Results of Operations

WeOur ~~are~~results ~~mindful~~continue ofto be influenced by global economic ~~trends~~conditions and ~~their~~volatility ~~potential~~in ~~influence on~~ commodity prices. ~~Recent~~Fluctuations ~~fluctuations~~ in ~~global~~ oil prices, ~~political~~geopolitical ~~considerations~~developments, and ~~tariffs~~changes in regulatory environments can ~~impact~~affect our cash ~~flow~~flows and ~~ultimately~~operating ~~profitability~~margins. ~~Mitigating~~We ~~factors~~continue ~~include~~to ~~our~~focus ~~relatively~~on ~~low~~cost ~~lift costs~~management and aoperational ~~continued~~efficiency, ~~commitment~~particularly toat ~~cost~~our ~~management~~Canadian ~~and~~properties, ~~efficient~~where ~~production~~lift ~~techniques.~~costs ~~Our~~remain ~~ability~~relatively tolow ~~continue~~compared to ~~grow~~ our ~~business will~~California ~~in large part depend on continued access to receptive capital markets~~assets.

Our ~~primary business strategies and objectives are to grow our recently~~ ~~acquired~~near-term ~~Canadian~~strategy ~~assets~~remains ~~aggressively~~centered byon ~~acquiring~~expanding ~~projects~~production ~~that generate immediate cash flow~~ and~~/or~~ ~~offer~~development ~~workover~~activities ~~opportunities~~across ~~without committing huge resources to new exploratory drilling, or offer transformative growth potential with strategic investment in favorable political and economic environments such as~~ our ~~option~~recently onacquired PRCanadian ~~Spring in Uintah Basin~~assets, ~~Utah. TPET’s current strategy and focus at~~ ~~the~~which ~~South~~we ~~Salinas~~believe ~~Project~~offer ~~is to seek out a joint venture partner with~~ the ~~knowledge~~most ~~and~~immediate ~~capacity~~potential tofor ~~operate~~revenue ~~in California~~growth. We are also endeavoring to secure approval from CalGEM and WaterBoards of a proposed short-term water-disposal program that should significantly reduce lease operating costs, launching a Carbon Capture and Storage Project, pursuing ~~permits~~workover ~~for full field development,~~ and ~~similar~~optimization ~~matters. Efforts~~programs toon ~~obtain from Monterey County conditional use permits and a full field development permit for~~ the ~~South Salinas Project are progressing.~~assets ~~Efforts~~acquired ~~to obtain~~ from ~~the~~Novacor ~~California Geologic Energy Management Division (“CalGEM”)~~ and ~~from~~Capital ~~the~~Land California Water Boards a permit for a water disposal project at the South Salinas Project are also progressing. In the meantime, the Company recently determined that existing permits allow production testing to continue at the HV-3A discovery well at Presidents Field and, ~~consequently,~~evaluating ~~testing operations~~additional ~~were~~opportunities restarted at this well on March 22, 2024. Oil production from this well has occurred and the Company has idled operations currently pending an assessment of the viability of increasing the well’s gross production rate, for example by adding up to ~~650 feet~~enhance ~~of additional perforations in the oil zone and/or acidizing the well for borehole cleanup~~production. ~~First oil sales from the HV-3A well occurred in the third calendar quarter of 2024.~~

~~TPET’s~~In ~~current~~connection ~~strategy~~with ~~and~~our ~~focus~~most atrecent ~~the~~acquisition, PRwe expect ~~Spring~~to ~~project~~begin isrecognizing ~~to monitor~~revenue ~~the~~April ~~results~~1 of ~~the~~next ~~new~~quarter ~~2-4~~in ~~and~~accordance ~~8-4~~with ~~wells~~applicable ataccounting ~~the Company’s Asphalt Ridge project~~standards. ~~Once~~The ~~production~~asset ~~attains~~is 40already ~~barrels per day for~~producing ~~thirty~~and ~~days~~is ~~from~~expected ~~both~~to ~~wells,~~approximately ~~TPET~~double ~~will~~our becurrent inproduction alevels, ~~position~~providing tonear ~~exercise~~term ~~its~~cash ~~option~~flow onand ~~the~~further ~~2000-acre~~supporting ~~project~~our ~~and~~strategy of ~~enter~~scaling ~~into~~through adisciplined, ~~definitive~~accretive ~~development agreement~~acquisitions.

At the South Salinas Project, we continue to advance permitting efforts with Monterey County, CalGEM, and the California Water Boards. We are also evaluating potential joint-venture arrangements to support development activities and continue to assess the feasibility of a carbon capture and storage initiative leveraging existing deep wells and infrastructure. While the HV-3A well remains capable of production testing under existing permits, operations are currently idled as we evaluate potential steps to increase production rates and assess joint-venture opportunities.

At the P.R. Spring project, we continue to monitor production performance at the Asphalt Ridge wells. If sustained production targets are achieved, we may elect to proceed with a definitive agreement under the existing letter of intent; however, we are under no obligation to do so.

The additional capital raised through our ATM program represents a transformational step for the Company, enabling us to accelerate the pursuit of larger, higher impact oil and gas acquisitions over the coming quarters. With this strengthened balance sheet, we are now positioned to target projects in both Canada and the United States in the range of 350 to 1,000 barrels per day, significantly expanding our production profile and long term growth potential.

Our ability to execute our development plans and grow our business will depend in part on continued access to capital markets and our ability to secure financing on acceptable terms.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and itwe may take advantage of certain exemptions from various reporting requirements ~~that are~~ applicable to other public companies that are not emerging ~~growth~~ growth companies. ~~including,~~These ~~but~~exemptions ~~not~~include ~~limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002,~~ reduced disclosure obligations regarding executive compensation ~~in periodic reports and proxy statements~~, ~~and~~ ~~exemptions from~~ the ~~requirements~~omission of ~~holding~~auditor ~~a nonbinding advisory vote on executive compensation and stockholder approval of any~~attestation ~~golden~~requirements ~~parachute~~under ~~payments not previously approved. Further,~~ Section ~~102~~404(b)~~(1)~~ of the ~~JOBS~~Sarbanes-Oxley Act ~~exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is~~, ~~those~~and ~~that~~extended ~~have~~transition ~~not~~periods ~~had a~~for ~~Securities~~adopting ~~Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the~~ new or revised ~~financial~~ accounting standards. ~~The JOBS Act provides that a company can elect to opt out~~ ~~of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.~~ We have elected ~~not~~ to ~~opt~~use ~~out~~the ~~of such~~ extended transition period ~~which means that when a standard is issued or revised and it has different application dates~~ for ~~public~~complying orwith ~~private companies, we, as an emerging growth company, can adopt the~~ new or ~~revised standard at the time private companies adopt the new~~ or revised ~~standard.~~accounting ~~This~~standards ~~may~~applicable ~~make~~to ~~comparison of our condensed consolidated financial statements with another~~ public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards usedcompanies.

Results of Operations

Three Months Ended ~~July~~January 31, ~~2025~~2026 compared to the Three Months Ended ~~July~~January 31, ~~2024~~2025 (unaudited)

Our financial results for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 are summarized as follows:

	For the Three Months Ended July 31,
	For the Three Months Ended January 31,
	2025			2024			Change			% Change
	2026			2025			Change			% Change
Revenues	$	~~192~~122,~~395~~193		$	6310,~~052~~819		$	~~129~~111,~~343~~374			~~205.~~1,029.4	%
Cost of goods sold		9868,~~489~~402			-			9868,~~489~~402			100.0	%
Gross profit		9353,~~906~~791			6310,~~052~~819			3042,~~854~~972			48397.92	%
Operating expenses:
Exploration expense	$	~~(266~~19,690	)	$	824,~~054~~721		$	(85,~~320~~031	)		(~~103~~20.34	)%
General and administrative expense		~~671~~751,~~741~~824			1711,~~326,171~~546			~~(654~~40,~~430~~278	)		~~(49~~5.37	)%
Stock-based compensation expense		9684,~~762~~872			~~238~~490,~~322~~314			(~~141~~405,~~560~~442	)		(5982.47	)%
Accretion expense		~~695~~1,797			695			-1,102			0158.06	%
Total operating expenses		~~768~~858,~~932~~183			1,~~573~~227,~~242~~276			(~~804~~369,~~310~~093	)		(5130.1	)%
Loss from Operations		(~~675~~804,~~026~~392	)		(1,~~510~~216,~~190~~457	)		~~835~~412,~~164~~065			(5533.39	)%
Other expenses, net:
Interest expense		~~147~~136,~~552~~734			~~668~~318,~~381~~366			(~~520~~181,~~829~~632	)		(7757.91	)%
Settlement fees		-			-			-			0.0	%
Loss on note conversion		71,503			80,702			(9,199	)		(11.4	)%
Loss on abandonment of oil and gas properties		37,344			-			37,344			100.0	%
Total other expenses, net		208,237			399,068			(190,831	)		(47.8	)%
Loss on extinguishment of debt		-			-			-			0.0	%
Loss before income taxes		(1,012,629	)		(1,615,525	)		602,896			(37.3	)%
Loss on note conversion		535,620			-			535,620			100.0	%
(Gain) on foreign currency translation		(8,819	)		-			(8,819	)		(100.0	)%
Total other expenses, net		711,697			668,381			43,316			6.5	%
Loss before income taxes		(1,386,723	)		(2,178,571	)		791,848			(36.3	)%
Income tax benefit		-			-			-			-
Net loss	$	(1,~~386~~012,~~723~~629	)	$	(21,~~178~~615,~~571~~525	)	$	~~791~~602,~~848~~896			(3637.3	)%

2921

Revenues, net

Revenues, net increased for the three months ended ~~July~~January 31, ~~2025~~2026 by approximately $~~129~~111,~~343~~374 as compared to the prior period;. ~~revenues~~Revenues from the ~~prior~~ prior period were from the sale of approximately ~~1,000~~180 barrels of oil produced from ~~our~~the ~~McCool~~HH-1 ~~Ranch~~and ~~field,~~the ~~which~~35X ~~operations~~wells ~~were~~located ~~terminated~~ in ~~May~~the McCool Ranch ~~2025.~~oil ~~Current~~field, and current revenues are from the sale of approximately 43,~~000~~020 barrels of oil from our recently acquired assets in the Lloydminster, ~~Saskatchewan~~ Saskatchewan region.

Exploration expenses

Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory, geological and geophysical costs, delay rentals, and exploratory overhead, and are expensed as incurred. Exploration expenses decreased by a ~~negligible~~nominal amount as compared to the prior year period due to reduced ~~a reduction in~~ exploratory, ~~geological, and geophysical~~ costs incurred during the period. The current period reflects a credit balance of $266, primarily due to the reversal of an accrued estimate recorded in the prior quarter for exploration costs associated with the McCool Ranch property, which was formally terminated during the current fiscal year.

General and administrative expenses

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and stock-based compensation expense for employees and consultants in executive, finance and accounting, legal, operations support, information technology and human resource functions. General and administrative expenses also include corporate facility costs including rent, utilities, depreciation, amortization and maintenance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services.

General and administrative expenses ~~decreased~~increased by $40,278 for the three months ended ~~July~~January 31, ~~2025 by approximately $0~~2026.7 ~~million~~This aschange ~~compared~~represents toan ~~the~~increase ~~prior period due to (i) a decrease in consulting fees~~ of ~~approximately~~less than ~~$200~~6%,~~000,~~ ~~(ii)~~and ~~decreased~~was ~~legal~~primarily ~~fees~~attributable ofto ~~approximately~~normal ~~$180,000,~~period-to-period ~~(iii) a~~fluctuations ~~decrease~~ in professional fees ~~of approximately $70,000~~ and personnel-related ~~(iv) decreased salaries and wages of approximately $245,000, respectively~~costs.

Stock-based compensation expense

We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. Stock-based compensation expense decreased by approximately $0.14 million for the three months ended ~~July~~January 31, ~~2025~~2026 due to the amortization of approximately 2262,500 more options in the prior three month period than in in the current period.

Accretion expense

~~We have~~Accretion anexpense ~~ARO~~increased ~~recorded~~by ~~that~~$1,102 isfor ~~associated~~the ~~with~~three ~~its~~months ~~oil~~ended ~~and~~January ~~natural~~31, ~~gas~~2026 ~~properties~~compared into the ~~South~~same ~~Salinas~~period ~~Project (the “SSP”);~~in the ~~fair~~prior ~~value~~year. ofThe ~~the~~increase ~~ARO~~is ~~was~~primarily ~~recorded~~due asto athe ARO liability ~~and~~recognized isin ~~accreted~~December ~~over~~2025 ~~time~~in ~~until~~connection with the ~~date~~acquisition of the Novacor ~~ARO~~oil isand togas beassets ~~paid~~in Saskatchewan. ~~For~~AROs ~~the~~are ~~three~~recorded ~~months ended~~at ~~July~~fair ~~31,~~value ~~2025,~~when ~~accretion~~incurred ~~expenses~~and ~~remained~~subsequently ~~consistent~~accreted ~~with~~over ~~that~~the expected life of the ~~prior~~related ~~year~~asset. ~~period~~As a result, the newly recorded Novacor ARO contributed incremental accretion expense during the current quarter.

Other expenses, net

For the three months ended ~~July~~January 31, ~~2025~~2026, other expenses, net ~~increased~~decreased ~~slightly~~ compared to the prior year period. The ~~modest~~decrease ~~increase~~ was ~~primarily~~ primarily attributable to ~~(i)~~ a loss of approximately $0.5 million recognized in connection with the issuance of common shares in lieu of cash for principal payments on promissory notes, and (ii) a loss of approximately $0.1 million related to the abandonment of oil and gas properties during the current period. These increases were partially offset by (iii) a reduction in non-cash interest expense of approximately $0.52 million, driven by lower outstanding debt levels during the current period. Non-cash interest expense reflects the amortization of debt discounts associated with prior financings.

Nine Months Ended July 31, 2025 compared to the Nine Months Ended July 31, 2024 (unaudited)

Our financial results for the nine months ended July 31, 2025 and 2024 are summarized as follows:

	For the Nine Months Ended July 31,
	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	)%
Operating expenses:
Exploration expense	$	35,616		$	132,871		$	(97,255	)		(73.2	)%
General and administrative expense		2,138,768			3,759,546			(1,620,778	)		(43.1	)%
Stock-based compensation expense		702,728			1,150,852			(448,124	)		(38.9	)%
Accretion expense		2,084			2,084			-			0.0	%
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	)%
Other expenses:
Interest expense		496,072			1,810,370			(1,314,298	)		(72.6	)%
Settlement fees		-			10,500			(10,500	)		(100.0	)%
Loss on abandonment of oil and gas properties		611,763			-			611,763			100.0	%
Loss on extinguishment of debt		90,200			-			90,200			100.0	%
Loss on note conversion		616,322			1,196,306			(579,984	)		(48.5	)%
(Gain) on foreign currency translation		(8,819	)		-			(8,819	)		(100.0	)%
Total other expenses		1,805,538			3,017,176			(1,211,638	)		(40.2	)%
Loss before income taxes		(4,566,000	)		(7,926,554	)		3,360,554			(42.4	)%
Income tax benefit		-			-			-			-
Net loss	$	(4,566,000	)	$	(7,926,554	)	$	3,360,554			(42.4	)%

Revenues, net

Revenues, net increased for the nine months ended July 31, 2025 by approximately $0.1 million as compared to the prior period; revenues from the nine months ended July 31, 2024 were from the sale of approximately 3,100 barrels of oil from our McCool Ranch field, versus the sale of approximately 4,550 barrels of oil produced from our recently acquired oil and gas assets in the Lloydminster, Saskatchewan region for the nine months ended July 31, 2025.

Exploration expenses

Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory, geological and geophysical costs, delay rentals, and exploratory overhead, and are expensed as incurred. Exploration expenses decreased by a negligible amount as compared to the prior year period due to a reduction in exploratory, geological, and geophysical costs incurred during the period. Exploration expenses decreased by approximately $0.1 million as compared to the prior year period due to a decrease in exploratory, geological, and geophysical costs incurred during the period.

General and administrative expenses

General and administrative expenses decreased by approximately $1.6 million for the nine months ended July 31, 2025, compared to the prior-year period. This reduction was primarily driven by lower salary expenses (approximately $575,000), advertising and marketing fees ($340,000), filing fees ($125,000), professional fees ($160,000), and legal fees ($380,000).

Stock-based compensation expense

We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. For the nine months ended July 31, 2025, stock-based compensation expense decreased by approximately $0.4 million compared to the prior period. This decrease was primarily due to the final vesting of certain restricted shares in the previous quarter, which resulted in a lower expense allocation for the current nine-month period.

Accretion expense

We have an Asset Retirement Obligation (“ARO”) recorded that is associated with its oil and natural gas properties in the SSP; the fair value of the ARO was recorded as a liability and is accreted over time until the date the ARO is to be paid. For the nine months ended July 31, 2025, accretion expenses remained consistent with that of the prior year period.

Other expenses, net

For the nine months ended July 31, 2025, other expenses, net decreased by approximately $1.2 million when compared to the prior year period. This decline was primarily driven by (i) an approximate $1.3 million reduction in non-cash interest expense resulting from lower debt levels in the current period (non-cash interest expense is recognized as debt discounts on financings are amortized), as well as (ii) an approximate $0.6 million decrease in the loss on a note conversion recorded in the prior period, which stemmed from principal payments made via conversion shares under the October 2023 Securities Purchase Agreement. These reductions were partially offset by a $0.6 million loss incurred in the current period due to the abandonment of oil and gas properties.

Liquidity and Capital Resources

Working Capital (Deficiency)

A comparison of our working capital deficiency is presented below:

	July 31, 2025			October 31, 2024
	January 31, 2026			October 31, 2025
Current assets	$	~~876~~902,~~550~~542		$	~~565~~1,~~219~~070,988
Current liabilities		1,~~556~~804,~~279~~026			21,~~590~~856,~~699~~890
Working capital (deficiency)	$	(~~679~~901,~~729~~484	)	$	(2785,~~025,480~~902	)

Current assets ~~increased~~decreased primarily due to a $30.42 million ~~rise~~reduction in cash, ~~driven~~reflecting ~~by proceeds from~~ the ~~sale~~use of ~~common~~proceeds ~~shares~~from ~~under~~ the ~~Company’s~~ ~~at-the-market~~convertible ~~(ATM)~~note ~~offering~~issued ~~agreement during~~ in the ~~fiscal~~prior quarter ~~ended January 31, 2025~~. Current liabilities decreased overall, ~~reflecting reductions~~driven inby ~~promissory~~a ~~notes~~reduction (of approximately $0.73 million), ~~notes~~in ~~payable~~convertible ~~to related parties ($0.2 million)~~notes, ~~and~~partially offset ~~other~~by ~~current liabilities~~a ($0.32 million). ~~These decreases were partially offset by an~~ increase in accounts payable ~~of approximately $0~~.~~4 million.~~

Subsequent to January 31, 2026, our liquidity position improved significantly as a result of additional capital raised through our ATM Offering. The gross proceeds received of approximately $18.6 million after quarter-end increased our cash balances and reduced our working capital deficiency, providing additional short-term liquidity to support ongoing operating activities and near-term obligations.

Cash Flows

Our cash flows for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, in comparison to our cash flows for the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025, can be summarized as follows:

	Nine months ended July 31,
	Three months ended January 31,
	2025			2024
	2026			2025
Net cash (used in) provided by operating activities	$	(2,015,896	)	$	118,642
Net cash used in operating activities	$	(533,893	)	$	(920,485	)
Net cash used in investing activities		~~(966~~5,~~555~~472	)		(1160,~~138,561~~779	)
Net cash provided by (used in) financing activities		3,250,351			(248,898	)
Net cash provided by financing activities		382,519			2,756,520
Effect of foreign currency exchange		30(51,~~520~~607	)		-
Net change in cash	$	~~298~~(197,~~420~~509	)	$	(1,~~268~~675,~~817~~256	)

3222

Cash Flows from Operating Activities

~~For the~~Net ~~nine months ended July 31, 2025 and 2024,~~ cash (used in) ~~provided by~~ operating activities was $(2533,~~015,896)~~893 ~~and~~for ~~$118,642,~~the ~~respectively. The~~three ~~cash~~months ~~used~~ended inJanuary ~~operations~~31, 2026, compared to $920,485 for the ~~nine~~three months ended ~~July~~January 31, 2025. ~~was~~The improvement ~~primarily~~in ~~attributable~~operating tocash ~~our~~flows ~~net~~primarily ~~loss~~reflects ofa ~~$4,566,000,~~smaller ~~adjusted for~~net ~~non-cash~~loss ~~expenses~~ in the ~~aggregate~~current ~~amount~~period ofand ~~$2,540,890,~~changes asin ~~well~~non-cash asitems ~~$9,215~~and working ofcapital. ~~net~~ Non-cash ~~used~~adjustments topartially ~~fund~~offset ~~changes in~~ the ~~levels~~impact of ~~operating assets~~our ~~and~~net ~~liabilities.~~loss ~~The~~and ~~cash~~included ~~provided~~$135,700 byof ~~operations~~amortization ~~for~~of ~~the~~debt discounts, ~~nine~~$84,872 ~~months~~of ~~ended~~stock-based ~~July~~compensation, 31$40,950 ~~2024~~of ~~was~~common ~~primarily~~shares ~~attributable~~issued tofor ~~our~~services, ~~net loss of~~ $771,~~926,554,~~503 ~~adjusted~~related ~~for~~to ~~non-cash~~the ~~expenses~~issuance inof common ~~the~~shares ~~aggregate~~in ~~amount~~lieu of ~~$6,853,494,~~cash asfor ~~well~~debt aspayments and $1,~~191,702~~797 of ~~net~~accretion ~~cash~~expense. ~~provided~~These non-cash toitems ~~fund~~reduced ~~changes in~~ the ~~levels~~cash impact of our operating ~~assets and liabilities~~loss.

Working-capital changes also influenced operating cash flows. Accounts receivable decreased by $12,463, and accounts payable and accrued liabilities increased by $214,409, both of which provided cash. These favorable movements were partially offset by a $39,562 increase in prepaid expenses and other receivables and a $43,397 decrease in other liabilities, both of which used cash. Overall, the combination of a lower net loss, higher non-cash adjustments, and favorable changes in certain working-capital accounts resulted in lower cash used in operating activities compared to the prior-year period.

Cash Flows from Investing Activities

~~For~~ Net cash provided by investing activities was $5,472 for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, ~~and~~compared ~~2024,~~to net cash used inof ~~investing activities totaled~~ $~~966~~160,~~555~~779 ~~and~~for ~~$1,138,561,~~the ~~respectively.~~three ~~The~~months ~~decrease in~~ended ~~cash~~January ~~used~~31, ~~during~~2025. ~~the~~The ~~current~~change ~~period~~ primarily reflects ~~slightly~~the ~~lower~~timing of capital ~~investment~~expenditures ~~activity;~~and operator ~~for~~settlements. During the ~~nine~~current ~~months~~period, ~~ended~~we ~~July 31,~~paid ~~2025~~$55,100 ~~cash~~for ~~outflows~~oil ~~were~~and ~~primarily~~gas ~~attributable~~property toadditions, ~~approximately~~which ~~$0.8~~was ~~million~~more inthan ~~connection~~offset ~~with~~by ~~the~~a ~~acquisition of assets related~~$60,572 todecrease ~~the~~in ~~Lloydminster,~~amounts ~~Saskatchewan~~due ~~properties~~to operators. In the prior-year period, ~~cash used in~~ investing ~~activities~~cash ~~was~~outflows ~~primarily~~were driven by approximately ~~$1.1~~ ~~million in capital expenditures~~$78,165 ~~which~~of ~~were~~ capitalized oil and ~~reflected~~gas inproperty ~~the~~costs ~~oil~~ and ~~gas~~an ~~property~~$82,614 ~~balance~~increase asin ofamounts ~~July~~due ~~31,~~to ~~2024~~operators.

Cash Flows from Financing Activities

~~For the~~Net ~~nine months ended July 31, 2025 and 2024,~~ cash provided by ~~(used in)~~ financing activities ~~totaled~~was $3382,~~250,351~~519 ~~and~~for ~~$(248,898), respectively. Cash provided by financing activities during~~ the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, ~~was~~compared ~~primarily attributable~~ to ~~(i)~~$2,756,520 ~~proceeds~~for ~~approximately $3.5 million from~~ the ~~issuance~~three ofmonths ~~shares~~ended ofJanuary ~~common~~31, ~~stock~~2025. inThe ~~connection~~current-period ~~with~~financing aninflows ~~ATM~~reflect ~~agreement, (ii)~~ proceeds from ~~the~~sales ~~issuance~~ of ~~convertible~~common ~~debt~~stock ofunder ~~approximately $0.6 million, offset by repayments of related party debt and promissory notes~~our ofat-the-market ~~approximately~~offering $0program.2 ~~million~~In ~~and~~the ~~$0.6~~prior-year ~~million~~period, ~~respectively. Cash used in~~ financing activities ~~during~~included ~~the nine months ended July 31, 2024 was primarily driven by payments of approximately~~ $23.65 million ~~related to the settlement~~ of ~~convertible~~ATM ~~debt~~proceeds, ~~and $0.2 million in debt issuance costs. These outflows were~~ partially offset by ~~proceeds~~$524,796 ~~from the issuance~~ of ~~new~~ promissory ~~notes, convertible~~note ~~debt,~~repayments and ~~related party debt totaling approximately~~ $~~1.8 million~~194,332 ~~$0.6~~of ~~million,~~repayments ~~and~~of ~~$0.1~~related-party ~~million, respectively~~notes payable.

Capital Resources

Since our inception, we have funded our operations ~~with~~primarily ~~the~~through ~~proceeds from~~ equity and debt ~~financing~~financings. We have historically experienced liquidity ~~issues~~constraints due to, ~~among other reasons,~~ our limited ability to raise ~~adequate~~ capital on acceptable terms. Weand have ~~historically~~ relied ~~upon~~on the issuance of equity and convertible promissory notes ~~that are convertible into shares of our common stock~~ to ~~fund~~ support our operations. ~~and~~During ~~have~~the ~~devoted~~quarter ~~significant efforts~~ended toJanuary ~~reduce~~31, ~~that~~2026, ~~exposure. Unless~~ we ~~are~~raised ~~able~~approximately ~~to raise additional capital through equity and/or debt financing~~$395,000 weunder ~~believe~~ our ~~existing~~ ~~cash~~ATM ~~and~~program. ~~cash~~Subsequent ~~flow from operations will be sufficient~~ to January ~~meet~~31, ~~our~~2026 ~~working capital~~ and ~~capital~~through ~~expenditure needs for not more than six months from~~ the date of this ~~report. Future capital requirements will depend on many factors~~filing, ~~including the time period in which~~ we ~~are~~raised ~~able~~additional togross ~~ramp~~proceeds ~~up the operation~~ of ~~wells and the acquisition of additional properties~~$18.6 Tomillion under the ~~extent~~ATM ~~that existing capital and revenue growth are not sufficient to fund future activities~~program, ~~we will need to raise capital through additional equity or debt financings.~~ ~~Additional~~resulting ~~funds~~in ~~may~~total ~~not~~gross beproceeds ~~available~~of onapproximately ~~terms favorable to us or at all~~$19.0 ~~Failure~~million toraised ~~raise~~under ~~additional~~the ~~capital,~~ATM ifprogram ~~needed,~~as ~~could~~of ~~have a~~the ~~material~~date ~~adverse effect on our financial position, results~~ of ~~operations~~this ~~and cash flows~~report. ~~See Going Consideration Concerns above in which we raise substantial doubt about our ability to continue as a going concern.~~

These subsequent ATM proceeds significantly strengthened our capital resources by increasing our cash position and reducing our working capital deficit. Based on the additional capital raised after January 31, 2026 and management’s current operating plans, we believe our existing cash resources are sufficient to meet our working capital and capital expenditure needs for at least twelve months from the date of this report.

Future capital requirements will depend on a number of factors, including the timing of planned operational activities, the development and operation of wells, and potential acquisitions of additional properties. To the extent that existing capital and expected operating cash flows are not sufficient to fund future activities, we may seek additional financing through equity or debt offerings. There can be no assurance that such financing will be available on favorable terms or at all. Failure to obtain additional financing, if needed, could have a material adverse effect on our financial position, results of operations, and cash flows. See “Going Concern Considerations” above for additional information regarding our liquidity assessment.

Contractual Obligations and Commitments

Unproved Property Leases

South Salinas Project

We hold various leases related to unproved properties in the South Salinas Project,. ~~including~~Two ~~two~~ leases with the same lessor remain active:

	●	Lease 1 (8,417 acres): ~~Such~~The lease ~~was~~remains ~~amended~~valid onthrough ~~May~~continued 27, 2022 to extend force majeure status for an additional uncontested twelve months, releasing us from evidencing force majeure conditions during that period. A one-time, non-refundable payment of $252,512 was made and capitalized as part of oil and gas property as of October 31, 2022. The force majeure status was extinguished following the drilling of the HV-1 well. Continued operations and ~~oil~~ production at the HV-3A well ~~maintain the lease’s validity~~.
	●	Lease 2 (160 acres): ~~Such~~Held ~~lease is held~~ by delay rental~~, renewed every three years~~. WeThe ~~are~~annual ~~required~~rental topayment ~~pay~~of $30 per acre ~~annually~~for ~~until~~the ~~drilling~~period ~~commences. The delay rental payment for~~ October ~~2024~~2025 through October ~~2025~~2026 ~~has~~was ~~been~~ paid in advance, and we remain in compliance.

33All additional South Salinas leases entered into during 2023 were abandoned during fiscal 2025 following an evaluation of economic and operational factors. No further obligations remain under the abandoned leases.

InProved ~~February~~Property ~~and~~Leases ~~March~~– ~~2023~~Saskatchewan, ~~we entered into additional leases covering unproved properties in the South Salinas Project:~~Canada

	●	Group 1: Covers 360 acres with a 20-year term; annual rental payments of $25 per acre
	●	Group 2: Covers 307.75 acres with a 20-year term; annual rental payments of $30 per acre

In April 2025, the Company acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada. The leases total 320 net acres and are held by production. As of January 31, 2026, the Company remained in compliance with all lease terms. The Company made an additional lease payment of $4,100 during the three months ended January 31, 2026.

During the second and third quarters of fiscal 2025, we strategically terminated all additional leases in the South Salinas Project. All associated exploration and development costs, including capitalized expenditures for equipment and facilities, were expensed in accordance with applicable accounting standards. This decision followed a comprehensive evaluation of the leases’ economic viability, market conditions, regulatory factors, and operational constraints.23

McCool Ranch Oil Field

We previously held interests in two parcels of unproved leases in the McCool Ranch Oil Field:

	●	Parcel 1: Ten leases totaling approximately 480 acres, held by delay rental payments
	●	Parcel 2: One lease totaling approximately 320 acres, held by production

As of the second quarter of 2025, we elected to terminate all McCool Ranch leases. These leases have been written off and expensed in the statement of operations. No further rental payments or development activities will be pursued.

Asphalt Ridge Leases – ARLO Agreement

On November 10, 2023, we entered into the ARLO Agreement with HSO, granting the exclusive right to acquire up to a 20% working interest in a 960-acre drilling and production program in the Asphalt Ridge leases for $2,000,000. The agreement allowed for investment in tranches, with an initial tranche of no less than $500,000 payable within seven days of HSO satisfying certain conditions.

On December 29, 2023, we amended the ARLO Agreement and funded $200,000 of the initial $500,000 tranche in advance of HSO satisfying the required conditions. In exchange, we acquired a 2% interest in the leases. These funds were designated for infrastructure development, including road construction. As of July 31, 2025, we had paid a total of $225,000 to HSO and hold a 2.25% working interest in the leases. These costs have been capitalized and are reflected in the oil and gas property balance as of July 31, 2025.

Under the most recent amendment signed in April 2025, we had until May 10, 2025 to pay an additional $1,775,000 to exercise its option for the remaining 17.75% interest. The option expired unexercised after the reporting period, and we forfeited our right to acquire the additional interest. We retain our existing 2.25% interest.

Proved Property Leases

Saskatchewan, Canada

In April 2025, we acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada (see Note 5). The leases total 320 net acres and are all held by production.

Board of Directors Compensation

OnUnder ~~July 11, 2022, our Board of Directors approved~~ a compensation plan ~~for~~approved ~~non-employee~~on ~~directors~~July 11, ~~effective upon the consummation of our initial public offering (IPO). Under this plan~~2022, ~~each~~ non-employee ~~director~~directors isare entitled to an annual cash retainer of $50,000, plus an ~~additional~~ additional $10,000 per Board committee served,. ~~with~~Payments ~~all~~are ~~payments~~ made quarterly in arrears. ~~Compensation~~For ~~payments~~the ~~commenced~~three ~~following the~~months ~~successful~~ended ~~completion~~January of31, ~~the~~2026 ~~IPO~~and in2025, ~~April~~we ~~2023~~recognized director compensation expense of $75,840 and $59,167, respectively.

For the three and nine months ended July 31, 2025, we recognized director compensation expense of $80,007 and $241,682, respectively. For the corresponding periods in 2024, we recognized $55,000 and $165,000, respectively.

Agreements with Advisors

~~On October~~We 4,previously ~~2023 and December 29, 2023, we~~ entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”)~~, whereby~~ ~~Spartan has served as the exclusive placement agent~~ in connection with ~~the~~its ~~closing~~IPO ofand subsequent private placements. ~~The~~Under these agreements, ~~provide the~~Spartan ~~agent~~received ~~with i) a~~ cash ~~fee~~fees ~~7.5% of the aggregate proceeds raised in the sale~~ and ~~ii)~~ warrants to purchase acommon ~~number~~stock. ofAll ~~common~~warrants ~~shares equal~~issued to 5%Spartan ofremain ~~the~~outstanding ~~number~~as of January ~~common~~31, ~~shares~~2026. ~~initially~~No ~~issuable~~new ~~upon~~placement ~~conversion~~agent ofagreements ~~each~~were ~~note~~entered ~~tranche; warrants to purchase 4~~into,~~167~~ and ~~2,750 common~~no ~~shares~~additional ~~with~~fees ~~exercise~~or ~~prices~~warrants ofwere ~~$26.40~~incurred ~~and~~or ~~$11.00~~issued ~~for~~ during the ~~first~~three ~~and~~months ~~second~~ended ~~tranches, respectively, were issued to Spartan as of~~ January 31, ~~2024~~2026. ~~Such warrants may be exercised beginning 6 months after issuance until four and one-half years thereafter.~~

Critical Accounting Policies and Estimates

~~Basis~~The preparation of ~~Presentation~~our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We base our estimates and assumptions on historical experience, current conditions, and other factors that management believes to be reasonable under the circumstances. Actual results could differ materially from those estimates. Our critical accounting policies and estimates are those that require significant judgment and are most important to the portrayal of our financial condition and results of operations.

WeThe ~~prepare~~critical ~~our~~accounting ~~condensed~~policies ~~consolidated~~and ~~financial~~estimates ~~statements~~disclosed in ~~conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base~~ our ~~estimates~~Annual ~~and~~Report ~~judgments~~ on ~~historical~~Form ~~experience,~~10-K ~~current~~for ~~trends and other factors that management believes to be important at~~ the ~~time~~year ~~the~~ended ~~condensed~~October ~~consolidated financial statements are prepared~~31, ~~and~~2025 ~~actual~~continue ~~results could differ from our estimates and such differences could be material. Due~~ to ~~the need to make estimates about the effect of matters that~~ ~~are inherently uncertain, materially different amounts could~~ be ~~reported under different conditions or using different assumptions. On a regular basis, we review~~ our critical accounting policies ~~and~~for ~~how they are applied in~~ the ~~preparation~~three ofmonths ~~our~~ended ~~condensed~~January ~~consolidated financial statements~~31, as2026. ~~well~~There ashave ~~the~~been ~~sufficiency~~no ofmaterial ~~the~~changes ~~disclosures pertaining~~ to ~~our~~these ~~accounting~~ policies during in the ~~footnotes~~current ~~accompanying our~~interim ~~condensed~~period, ~~consolidated~~except ~~financial~~as ~~statements.~~noted ~~Described~~ below ~~are~~where ~~the~~updates ~~most~~relate ~~significant policies we apply in preparing our condensed consolidated financial statements, some of which are subject~~ to ~~alternative~~recent ~~treatments~~acquisitions ~~under~~or ~~GAAP~~current-period activity. ~~We also describe the most significant~~Additional ~~estimates~~information ~~and~~regarding ~~assumptions we make in applying~~ these policies. ~~See~~is included in “Note 2 -– Summary of Significant Accounting Policies” to our condensed consolidated financial statements.

Oil and Gas Assets and Exploration Costs – Successful Efforts

~~Our~~We ~~projects~~continue ~~are~~to ~~in exploration and/or early production stages and we began generating revenue from its operations during the quarterly period ended April 30, 2024. We~~ apply the successful efforts method of accounting for crude oil and natural gas properties. ~~Under~~Exploration ~~this method, exploration~~ costs ~~such as exploratory~~, including geological, and geophysical costs, delay rentals, and exploratory overhead, are expensed as incurred. If anCosts ~~exploratory~~associated ~~property~~with ~~provides~~exploratory wells ~~evidence~~that toindicate ~~justify~~the potential ~~development~~for ofproved reserves, ~~drilling costs associated with the property~~ are ~~initially~~ capitalized, ~~or suspended,~~ pending afurther ~~determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling~~evaluation. AtManagement ~~the end of each quarter, management~~ reviews the status of all suspended exploratory ~~property~~ well costs ~~considering~~each ~~ongoing~~quarter ~~exploration~~to ~~activities;~~determine ~~in particular,~~ whether ~~we are making~~ sufficient progress inis ~~our~~being ~~ongoing~~made ~~exploration and~~toward ~~appraisal~~assessing ~~efforts.~~the Ifexistence ~~management determines that future appraisal drilling or development activities are unlikely to occur, associated~~of ~~exploratory~~proved ~~well costs are expensed~~reserves.

~~Costs~~During tothe ~~acquire~~three ~~mineral~~months ~~interests~~ended inJanuary ~~crude~~31, ~~oil and/or natural gas properties~~2026, ~~drill~~we ~~and~~continued ~~equip~~to ~~exploratory~~evaluate the wells ~~that~~acquired ~~find~~in ~~proved~~the ~~reserves and~~April ~~drill~~2025 and ~~equip~~December ~~development~~2025 ~~wells~~Novacor ~~are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the~~acquisitions ~~holding period~~ and ~~transferred to proven crude oil and/or natural gas properties to~~ the ~~extent~~November ~~associated~~2025 ~~with~~Capital ~~successful~~Land ~~exploration activities~~acquisition. ~~Significant~~These ~~undeveloped~~wells ~~leases~~remain ~~are~~in ~~assessed~~early ~~individually~~production ~~for~~and ~~impairment,~~evaluation ~~based on our current exploration plans~~stages, and awe ~~valuation allowance~~expect isto ~~provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated~~update ~~with~~reserve ~~producing~~estimates ~~crude~~once ~~oil~~additional ~~and/or~~production ~~natural~~history ~~gas~~is ~~leases,~~available. ~~along~~No ~~with~~material ~~capitalized~~changes ~~costs~~were ~~for~~made ~~support equipment and facilities, are amortized~~ to ~~expense~~our ~~using~~capitalization ~~the unit-of-production method based on proved crude oil and/~~or ~~natural gas reserves on a field-by-field basis, as estimated~~evaluation bypolicies ~~qualified~~during ~~petroleum~~the ~~engineers~~current period.

AsProved of July 31, 2025, we had seven wells that are producing, all of which are located in the newly acquired Saskatchewan property, plus two workovers. We expect to add the reserve value of such fields to our reserve report after a further period of observation and ~~review of~~Unproved ~~the~~Oil ~~oil production; once this has been determined, we will estimate the necessary depreciation, depletion~~ and ~~amortization~~Natural ~~(“DD&A”) for~~Gas ~~such wells.~~Properties

35Unproved oil and natural gas properties continue to be assessed for impairment on a property-by-property basis based on remaining lease terms, drilling results, and future development plans. As of January 31, 2026, our unproved properties remain in exploration or early evaluation stages, and no material impairments were recorded during the period.

Proved ~~and~~properties ~~unproved~~are ~~oil~~subject to depreciation, depletion, and ~~natural~~amortization ~~gas~~(“DD&A”) using the unit-of-production method based on proved reserves. As of January 31, 2026, we continue to evaluate the reserve potential of our recently acquired Saskatchewan properties. Reserve values will be incorporated into our DD&A calculations once sufficient production history and engineering data are available. There were no material changes to our DD&A methodology during the quarter.

Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until we specifically identify a lease that will revert to the lessor, at which time we charge the associated unproved lease acquisition costs to exploration costs.24

~~Unproved~~Impairment ~~oil~~of ~~and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property~~Long-~~by-property basis~~Lived based on remaining lease terms, drilling results or future plans to develop acreage. As of July 31, 2025 and October 31, 2024, such oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization.Assets

~~Proved~~We ~~oil~~review ~~and~~long-lived ~~natural~~assets ~~gas~~for ~~properties~~impairment ~~include~~whenever ~~developed~~events ~~and~~or ~~undeveloped~~changes ~~reserves~~in circumstances indicate that ~~have~~the ~~been~~carrying ~~confirmed~~amount ~~through~~may ~~drilling~~not be recoverable. This includes proved oil and ~~production~~gas ~~activities~~properties, support equipment, and other long-lived assets. The impairment assessment compares the carrying ~~These~~value ~~properties~~of ~~are~~the ~~subject~~asset group to ~~DD&A,~~estimated ~~which~~future isundiscounted ~~calculated~~cash ~~using~~flows. If the ~~unit-of-production~~carrying ~~method~~value ~~based~~exceeds onthose ~~total~~cash ~~proved~~flows, ~~reserves~~the asset is written down to fair value.

●During the ~~Proved~~three ~~developed~~months ~~reserves~~ended ~~are~~January ~~amortized~~31, ~~over~~2026, ~~the~~we ~~expected~~monitored ~~production~~commodity ~~life~~prices, ofproduction ~~the~~trends, ~~wells.~~and ●operating ~~Proved~~results ~~undeveloped~~for ~~reserves~~indicators ~~remain~~of ~~capitalized~~impairment. No ~~until~~triggering ~~development~~events ~~activities~~were ~~commence.~~identified ●that ~~The~~required ~~Company~~an ~~assesses~~ impairment ofcharge ~~proved~~during ~~properties~~the ~~periodically~~period. ~~based~~Our onimpairment ~~commodity~~methodology ~~prices,~~remains ~~production~~unchanged from ~~forecasts,~~that ~~and~~disclosed ~~reserve~~in ~~estimates~~our Form 10-K.

As of July 31, 2025, we have proved reserves in the newly acquired Saskatchewan properties and expect to add the reserves values of such fields to our reserve report; once this has been done, we will estimate the necessary DD&A for such wells.

Impairment of Other Long-lived Assets

We review the carrying value of our long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. We assess the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties; unproved properties are assessed for impairment either at an individual property basis or a group basis.

Asset Retirement Obligations

~~ARO~~Our ~~consists~~asset ofretirement ~~future~~obligations ~~plugging~~(“ARO”) ~~and~~represent ~~abandonment expenses on oil and natural gas properties. In connection with~~ the ~~South~~estimated ~~Salinas~~future ~~Project acquisition~~costs ~~described~~to ~~above,~~plug weand ~~acquired~~abandon ~~the~~wells ~~plugging~~ and ~~abandonment~~restore ~~liabilities associated with six temporarily shut-in, idle wells~~sites. ~~The~~ ~~fair value of the~~ ARO is ~~was~~initially recorded asat afair ~~liability~~value inwhen ~~the~~incurred ~~period~~or ~~in which the wells were~~ acquired, with a corresponding increase in to the carrying amount of ~~oil and natural gas properties. We plan to utilize~~ the ~~six~~related ~~wellbores acquired in the South Salinas Project acquisition in future production, development and/or exploration activities~~asset. The liability is accreted ~~for the change in its present value~~ each period ~~based~~, onand the ~~expected dates that the wellbores will be required to be plugged and abandoned. The~~ capitalized cost ~~of ARO~~ is ~~included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be~~ depreciated ~~using~~over the ~~units-of-production~~useful ~~method.~~life ~~The asset and liability are adjusted for changes resulting from revisions to the timing or the amount~~ of the ~~original estimate when deemed necessary~~asset. ~~If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.~~

During the three months ended January 31, 2026, the Company recorded an initial ARO liability of approximately $124,201 (USD) in connection with the December 2025 acquisition of oil and gas assets from Novacor Exploration Ltd. The ARO was measured based on well-specific abandonment and reclamation cost estimates included in the independent Petrotech reserve and economics report, which was prepared in accordance with COGE Handbook standards and served as an input in the valuation basis for the acquired petroleum assets.

Management is continuing to evaluate certain assumptions related to the timing and method of abandonment activities for the Canadian wells. Any refinements to these assumptions will be reflected in future periods as changes in estimate under ASC 410. No revisions to the initial ARO estimate were recorded during the quarter, and accretion expense recognized during the period was immaterial.

Fair Value Measurements

~~The~~We ~~carrying~~apply ~~values~~the ~~of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate~~ fair ~~values~~value ~~due~~hierarchy tounder ~~the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in~~ ASC 820, ~~Fair Value Measurements and Disclosures, fair value is the price that would be received~~ to ~~sell~~measure ancertain ~~asset or~~assets ~~paid~~and ~~to transfer a liability in an orderly transaction between market participants at the measurement date (exit price)~~liabilities. ~~The~~Our ~~Company utilizes~~financial ~~market data or assumptions that market participants would use in pricing the asset or liability~~instruments, including ~~assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable~~cash, ~~market corroborated~~payables, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and ~~the~~ ~~lowest~~short-term ~~priority~~obligations, toapproximate ~~unobservable inputs (Level 3 measurement). This~~ fair value ~~measurement~~due ~~framework applies~~ to ~~both~~their ~~initial~~short ~~and subsequent measurement~~maturities.

Level 1:	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies.
Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques.

During the three months ended January 31, 2026, the only fair value measurement performed related to the valuation of publicly traded common stock issued as consideration in connection with the December 2025 Novacor acquisition. Because the fair value of this equity consideration is based on quoted market prices for our common stock, this measurement is classified as a Level 1 fair value measurement.

~~There~~We ~~are~~did nonot ~~assets~~perform orany ~~liabilities~~Level ~~measured~~2 ator Level 3 fair value onmeasurements aduring ~~recurring~~the ~~basis.~~period, ~~Assets~~ and no assets or liabilities ~~accounted~~were ~~for~~measured at fair value on a ~~non-~~recurring ~~basis~~ in accordance with the fair value hierarchy include the initial allocation of the asset acquisition purchase price, including asset retirement obligations, the fair value of oil and natural gas properties and the assessment of impairmentbasis.

Recent Accounting Pronouncements

~~All~~There ~~recently~~have been no new accounting pronouncements issued ~~but~~during ~~not~~the ~~yet~~three ~~effective~~months ~~accounting~~ended ~~pronouncements~~January ~~have~~31, ~~been~~2026 ~~deemed~~that are expected to behave ~~not~~a ~~applicable~~material impact oron ~~immaterial~~our tocondensed usconsolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our ~~third~~first fiscal quarter ended ~~July~~January 31, ~~2025 that~~2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any legal proceedings.

Item 1A. Risk Factors

There have been no other material changes to the risk factors set forth in the section titled “Risk Factors” included in our ~~Amendment No. 3 to our~~ Annual Report on Form 10-K/A for the year ended October 31, ~~2024~~2025, which was filed with the SEC on ~~April~~January 1520, ~~2025~~2026 (“~~2024~~ 2025 Annual Report”). Our business involves significant risks. You should carefully consider the risks and uncertainties described in our ~~2024~~2025 Annual Report, together with all of the other information in our ~~2024~~2025 Annual Report and in this Quarterly Report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our ~~2024~~2025 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None, except as reported on Current Reports on Form 8-K filed by the Company during the quarterly period covered by this report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~On July~~During ~~30,~~the ~~2025,~~quarterly ~~the~~period ~~Company~~ended ~~held~~January ~~its~~31, ~~Annual~~2026, ~~Meeting~~none of ~~Stockholders.~~our Adirectors or ~~quorum~~officers ~~was~~(as ~~present,~~defined ~~and~~in ~~all~~Rule ~~proposals~~16a-1(f) ~~described~~promulgated inunder the ~~Company’s proxy~~Exchange ~~statement~~Act) ~~filed~~adopted onor ~~June~~terminated ~~18,~~any ~~2025~~“Rule ~~were~~10b5-1 ~~approved,~~trading ~~including~~arrangement” or ~~the~~any ~~election~~“non-Rule of10b5-1 ~~directors~~trading arrangement,” ~~amendments~~as toeach ~~the~~term ~~Certificate~~is ofdefined ~~Incorporation and~~in ~~the~~Item ~~2022~~408(a) ~~Plan, and the ratification~~ of ~~the~~Regulation ~~Company’s independent auditor~~S-K.

Trading Arrangements

During the quarterly period ended July 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit No.		Description
4.1*		Certificate of Amendment of Amended and Restated Certificate of Incorporation. filed July 30, 2025
31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished, not filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRIO PETROLEUM CORP

By:	/s/ Robin Ross
	Robin Ross
	Chief Executive Officer (Principal Executive Officer)

	Date: September 12, 2025
	Date: March 17, 2026
By:	/s/ Greg Overholtzer
	Greg Overholtzer
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	Date: September 12, 2025
	Date: March 17, 2026

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