Trio Petroleum Corp
Items (4)
Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02. Unregistered Sale of Equity Securities The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the Seller in the APA, the issuance and sale of Common Stock pursuant to the APA to the Seller as the Purchase Price in the Transaction was made in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act”), and corresponding provisions of state securities or “blue sky” laws. None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 7.01 Regulation FD On January 5, 2026, the Company issued a press release announcing the signing of the APA and the RRA. A copy of such release is furnished hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description No. 10.1* Asset Purchase Agreement, dated as of December 30, 2025, by and among, Trio Petroleum Corp, Trio Petroleum Canada, Corp. and Novacor Exploration Ltd. 10.2 Registration Rights Agreement, dated as of December 30, 2025, by and between, Trio Petroleum Corp and Novacor Exploration Ltd. 99.1 Press release, dated January 5, 2026. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted exhibit or schedule to the SEC upon request. 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/ Robin Ross Name: Robin Title: Chief