NOTE 5 – OIL AND NATURAL GAS PROPERTIES

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

 SCHEDULE OF OIL AND NATURAL GAS PROPERTIES

During the three and six months ended April 30, 2025, the Company incurred aggregated exploration costs of $11,161 and $35,882, respectively, and during the three and six months ended April 30, 2024, the Company incurred aggregated exploration costs of $40,223 and $124,817, respectively; these expenses were exploratory, geological and geophysical costs and were expensed on the statement of operations during the applicable periods.

For capitalized costs, the Company incurred approximately $1.5 million and approximately $1.2 million for the six months ended April 30, 2025 and 2024, respectively; these expenses were related to drilling exploratory wells and acquisition costs, both of which were capitalized and are reflected in the balance of the oil and gas property as of April 30, 2025 and 2024, respectively.

Leases

South Salinas Project

As of April 30, 2025, the Company holds interests in various leases related to the unproved properties of the South Salinas Project (see Note 7); two of the leases are held with the same lessor. The first lease, which covers 8,417 acres, was amended on May 27, 2022 to provide for an extension of then-current force majeure status for an additional, uncontested twelve months, during which the Company would be released from having to evidence to the lessor the existence of force majeure conditions. As consideration for the granting of the lease extension, the Company paid the lessor a one-time, non-refundable payment of $252,512; this amount was capitalized and reflected in the balance of the oil and gas property as of October 31, 2022. The extension period commenced on June 19, 2022 and currently, the “force majeure” status has been extinguished by the drilling of the HV-1 well. The ongoing operations and oil production at the HV-3A well maintains the validity of the lease.

The second lease covers 160 acres of the South Salinas Project; it is currently held by delay rental and is renewed every three years. Until drilling commences, the Company is required to make delay rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the delay rental payment for the period from October 2024 through October 2025.

During February and March of 2023, the Company entered into additional leases related to the unproved properties of the South Salinas Project with two groups of lessors. The first group of leases covers 360 acres and has a term of 20 years; the Company is required to make rental payments of $25/acre per year. The second group of leases covers 307.75 acres and has a term of 20 years; the Company is required to make rental payments of $30/acre per year.

During the current reporting period, the Company made the strategic decision to abandon the additional oil and gas leases. As a result, all associated costs related to exploration and development activities, including any capitalized costs for support equipment and facilities, have been expensed in accordance with applicable accounting standards. This decision was based on a comprehensive evaluation of the economic viability and future potential of the leases, considering market conditions, regulatory factors, and operational constraints. The total expense recognized in connection with this abandonment totals $73,806 and is reflected in the Company’s statement of operations for the 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 abandon the McCool Ranch Oil Field leases. Because the conditions leading to this decision existed as of April 30, 2025, this event qualifies as a recognized subsequent event under ASC 855-10-25-1 and has been reflected in the financial statements for the period ended April 30, 2025. 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 April 30, 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 April 30, 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 April 30, 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. See Note 10 for additional information.

Novacor Acquisition

As of April 4, 2025, the Company entered into an Asset Purchase Agreement (the “APA”) with Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of the Company (“Trio 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 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 (collectively, the “Novacor Assets”), free and clear of any liens other than certain specified liabilities of Novacor that are being assumed (collectively, the “Liabilities” and such acquisition of the Novacor Assets and assumption of the Liabilities together, the “Novacor Acquisition”) for a total purchase price of (i) US$650,000, in cash, US$65,000 of which was previously provided as a deposit to Novacor, and (ii) the issuance to Novacor of 526,536 shares of common stock of common stock (the “Novacor Shares”).

The APA provides for the Novacor Acquisition to be closed in two closings. The first closing of the Novacor Acquisition was consummated on April 8, 2025 (the “First Closing”). At the First Closing, title to certain of the Novacor Assets was delivered to Trio Canada and the Company delivered to Novacor (i) US$260,000, in cash, reflecting the US$325,000 payable for those Assets, less the US$65,000 deposit previously paid by us to Novacor and (ii) the 526,536 shares of common stock. The APA further provides for the second closing of the Novacor Acquisition (“Second Closing”) for the sale of the remaining Assets to take place, subject to the satisfaction or waiver of the applicable closing conditions provided in the APA, including delivery of the applicable deliverables, on the later of (i) May 15, 2025 and (ii) three business days following the date that Novacor has provided written notice to Trio Canada that the right of first refusal with respect the remaining Assets as described in Schedule of the APA has expired or been waived.

The Company has accounted for this transaction as an asset acquisition in accordance with ASC 805 – Business Combinations. As a result, an asset has been recorded on the balance sheet totaling $1,406,081. This amount comprises the following components: a cash payment of $333,400, which includes a capitalizable Canadian Provincial Sales Tax (“PST”) of $8,400, the issuance of 526,536 common shares, valued at $1.42 per share, for a total equity consideration of $747,681, and a deferred consideration payable of $325,000, scheduled for payment upon the second closing.

Following the closings, (i) operating costs for the Novacor Assets will for a period of two (2) years, be held at the levels detailed in the auditor’s report over the eighteen (18) month period prior to the closings, unless otherwise mutually agreed to by the parties (ii) after such two-year period, operating costs will remain competitive with other operators in the area; and (iii) Trio Canada may terminate the Novacor’s post-closings actions at any time on 30 days’ prior written notice to Novacor. After the closings, Novacor will act as the on-site operator of the Novacor Assets and perform all work and services as provided in the APA.

See Note 10 for additional information.