Business Description

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Company Organization Trio Petroleum Corp (“Trio Petroleum,” the “Company,” or “TPET”) is a California-based oil and gas exploration and development company incorporated under the laws of the State of Delaware on July 19, 2021. The Company is headquartered in Bakersfield, California, with its principal executive offices located at 23823 Malibu Road, Suite 304, Malibu, California 90265. The Company was formed to acquire, finance, and operate oil and gas exploration, development, and production projects. Since inception, the Company’s asset base has expanded beyond its initial California focus to include interests in the South Salinas Project in Monterey County, California, the Asphalt Ridge Project in Uintah County, Utah, and heavy-oil assets in the Lloydminster region of Saskatchewan, Canada. Nature of Operations The Company commenced revenue-generating operations on February 22, 2024, when production was restarted at the McCool Ranch Oil Field in Monterey County, California. Initial revenues were recognized during the fiscal quarter ended April 30, 2024. Operations at McCool Ranch were discontinued in May 2025, and all related leases were terminated. During the fiscal quarter ended April 30, 2025, the Company recognized its first revenues from its Saskatchewan assets acquired through the Novacor transaction (see “Novacor Acquisition” below). Revenues from these assets continued throughout the second half of fiscal 2025. As of October 31, 2025, all the Company’s producing wells were located in Saskatchewan. The Company has shifted its operational emphasis toward jurisdictions and assets with more favorable economic conditions. While California remains part of the Company’s portfolio, rising drilling and operating costs in the state have reduced the economic viability of certain development activities. As a result, the Company has increased its focus on assets in Utah and Canada. South Salinas Project The Company was initially formed to acquire from Trio LLC (“Trio LLC”) an approximate 82.75 % working interest in the approximately 9,300 -acre South Salinas Project located in Monterey County, California. This interest was subsequently increased to approximately 85.775 % in April 2023. In September 2021, the Company entered into a Purchase and Sale Agreement (“Trio LLC PSA”) with Trio LLC to acquire the working interest in exchange for $ 300,000 in cash, a non-interest-bearing note payable of $ 3,700,000 , and 245,000 shares of the Company’s common stock. The transaction was accounted for as an asset acquisition under ASC 805, Business Combinations . The Company holds an approximate 68.62 % net revenue interest in the South Salinas Project after the application of royalties. Trio LLC holds an approximate 3.9 % working interest. The Company and Trio LLC are separate and distinct entities. The remaining working interests are owned by two unrelated parties. As of October 31, 2025 and 2024, no proved reserves had been established for the South Salinas Project. The HV-3A discovery well produced oil following the restart of production testing in March 2024 but is currently idled pending further evaluation of potential operational enhancements. Formation of Canadian Subsidiary On March 28, 2025, the Company formed Trio Petroleum Canada Corp. (“Trio Canada”), an Alberta corporation and wholly owned subsidiary of the Company, to facilitate the acquisition and operation of oil and gas assets in Canada. The Company’s Chief Executive Officer and Chief Financial Officer also serve in the same respective roles for Trio Canada, and the Chief Executive Officer serves as its sole director. Novacor Acquisition (April 2025) On April 4, 2025, the Company entered into an Asset Purchase Agreement (the “Novacor APA”) among the Company, Trio Canada, and Novacor Exploration Ltd. (“Novacor”), pursuant to which Trio Canada agreed to acquire certain oil and gas assets located in the Lloydminster, Saskatchewan heavy-oil region. The acquired assets included working interests in petroleum, natural gas, and mineral rights, along with associated contracts, leases, and permits. The acquisition was completed in two closings, with the final closing occurring on May 22, 2025. The transaction is accounted for as an asset acquisition under ASC 805. See Note 5 for additional information.…