Trio Petroleum Corp
Items (4)
Item 2.01. Completion of Acquisition or Disposition of Assets As reported in a Current Report on Form 8-K filed by Trio Petroleum Corp, a Delaware corporation (the “ Company”), filed with the Securities and Exchange Commission on October 27, 2025 (the October 27 th th On November 3, 2025, a closing of the transactions contemplated under the APA was completed (the “ Closing”). At the Closing, the Buyer acquired the Assets from the Seller, with certain wells associated therewith being acquired by the Buyer out of a receivership. The Company/Buyer, as a result of certain regulatory matters and in order to reduce the amount of security deposits required to license the applicable oil and gas wells in Alberta from the Alberta Energy Regulator (“ AER”), and because the AER requires a licensee to maintain a defined presence in Alberta, arranged to have all applicable licenses transferred to Novacor Exploration Ltd. (“ Novacor”), an experienced operator who the Company/Buyer has an existing commercial relationship, having previously acquired certain assets from Novacor, and Novacor utilizes the Seller as its AER agent. In order to compensate the Seller for its services as AER agent, the Company/Buyer granted the Seller a 1% gross overriding royalty with respect to the mineral rights, for as long as the Seller continues to provide services as AER agent. In connection with the acquisition of the Assets, the Buyer paid the Seller CD$150,000, in cash, and the Company issued to the Seller 104,227 restricted shares of its common stock, par value US$0.0001 per share.
Item 3.02. Unregistered Sale of Equity Securities See the information on the sale of restricted shares of common stock of the Company in Item 2.01 above. The Company issued the shares of common stock to the Seller in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act”).
Item 7.01 Regulation FD. On November 4, 2025, the Company issued a press release describing the closing of the transactions contemplated under the APA. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description No. 99.1 Press Release dated November 4, 2025. ─────────────────────────────────────────────────────────────────────────────────── 104 Cover 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 hereunto duly authorized. Trio Date: By: /s/ Name: Robin Title: Chief