Exhibit 99.1

 

Dune Oil Corp. (formerly Trillion Energy International Inc.)

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

 

(Unaudited - Stated in United States dollars)

 

 
 

 

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

The accompanying unaudited condensed consolidated interim financial statements for Trillion Energy International Inc. (the “Company”) have been prepared by management in accordance with International Financing Reporting Standards (“IFRS”). These condensed consolidated interim financial statements, which are the responsibility of management, are unaudited and have not been reviewed by the Company’s auditors. The Company’s Audit Committee and Board of Directors have reviewed and approved these condensed consolidated interim financial statements. In accordance with the disclosure requirements of National Instrument 51-102 released by the Canadian Securities Administrators, the Company’s independent auditors have not performed a review of these condensed consolidated interim financial statements.

 

 
 

 

DUNE OIL CORP. (FORMERLY TRILLION ENERGY INTERNATIONAL INC.)

 

Index to the Condensed Consolidated Interim Financial Statements

 

  Page
Consolidated interim statements of financial position (unaudited) 2
   
Consolidated interim statements of income and comprehensive income (unaudited) 3
   
Consolidated interim statements of stockholders’ equity (unaudited) 4
   
Consolidated interim statements of cash flows (unaudited) 5-6
   
Notes to the condensed consolidated interim financial statements (unaudited) 7

 

 
 

  

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Consolidated Interim Statements of Financial Position

(Expressed in U.S. dollars)

 

   Notes  

June 30,

2026

(Unaudited)

  

December 31,

2025

(Audited)

 
        $    $ 
ASSETS               
Current assets               
Cash and cash equivalents        323,658    430,313 
Amounts receivable   4    217,905    737,753 
Prepaid expenses and deposits   5    16,051    46,909 
Total current assets        557,614    1,214,975 
                
Oil and gas properties, net   6    -    721,403 
Exploration and evaluation assets   8    507,842    - 
Property and equipment, net   7    12,512    409,931 
Long-term deposits   5    -    756,634 
TOTAL ASSETS        1,077,968    3,102,943 
                
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY               
Current liabilities               
Accounts payable and accrued liabilities   9,17    1,368,605    18,792,482 
Loans payable   10,17    3,823,573    4,972,059 
Convertible debt   11    4,231,161    11,823,815 
Total current liabilities        9,423,339    35,588,356 
                
Asset retirement obligation   12    -    6,412,057 
TOTAL LIABILITIES       9,423,339    42,000,413 
                
Stockholders’ deficiency               
Share capital        81,412,463    79,611,590 
Warrant and option reserve        7,256,544    7,228,089 
Obligation to issue shares        155,195    54,042 
Accumulated other comprehensive income (loss)        1,110,462    (22,560,802)
Accumulated deficit        (98,280,035)   (103,230,389)
TOTAL STOCKHOLDERS’ DEFICIENCY        (8,345,371)   (38,897,470)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY        1,077,968    3,102,943 

 

Nature of operations (Note 1)

Commitments and Contingencies (Note 22)

Subsequent events (Note 23)

 

APPROVED BY THE BOARD OF DIRECTORS ON August 31, 2026
 
“Sean Stofer”   “David Thompson”
Director   Director

 

See accompanying notes to condensed consolidated interim financial statements.

 

2
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Consolidated Statements of Income and Comprehensive Income

(Expressed in U.S. dollars)

(Unaudited) 

 

       For the three months ended   For the six months ended 
   Notes  

June 30,

2026

  

(Re-presented) (1)

June 30,

2025

  

June 30,

2026

  

(Re-presented) (1)

June 30,

2025

 
Expenses                         
Depreciation   7   $2,065    2,065   $4,126    4,034 
Stock-based compensation   13,14,15    1,028    16,959    4,466    16,959 
General and administrative   18    873,969    443,707    1,417,280    843,284 
Total expenses        877,062    462,731    1,425,872    864,277 
                          
Loss before other income (expenses)        (877,062)   (462,731)   (1,425,872)   (864,277)
                          
Other income (expenses)                         
Interest (expense) income        (298)   1,105    (309)   2,635 
Finance cost   10,11    (105,659)   (689,940)   (470,415)   (1,301,045)
Foreign exchange (loss) income        (115,975)   190,047    (156,011)   192,067 
Gain on debt settlement   11    3,695    225,375    3,695    230,880 
Gain on net monetary position        9,084    -    9,089    - 
Gain (loss) on debt extinguishment   11    -    -    7,927,913    - 
Fair value loss on remeasurement of convertible debenture   11    (190,327)   -    (212,435)   - 
Total other income (expenses)        (399,480)   (273,413)   7,101,527    (875,463)
                          
Net income (loss) from continuing operations        (1,276,542)   (736,144)   5,675,655    (1,739,740)
Net (loss) income from discontinued operations, net of tax   3    451,131    177,031    (725,301)   3,376,309 
Total net (loss) income        (825,411)   (559,113)   4,950,354    1,636,569 
                          

Other comprehensive income (loss)

Items that may be reclassified subsequently to net income (loss):

                         
Continuing operations:                         
Foreign currency translation        953,277    (761,507)   1,126,784    (723,220)
Discontinued operations:                         
Foreign currency translation – foreign subsidiary held for sale        21,583,905    (1,157,593)   22,544,480    (2,972,415)
Total other comprehensive income (loss)        22,537,182    (1,919,100)   23,671,264    (3,695,635)
Total comprehensive income (loss)        21,711,771    (2,478,213)   28,621,618    (2,059,066)
                          
Total comprehensive income (loss) attributable to:                         
Continuing operations        (323,265)   (1,497,651)   6,802,439    (2,462,960)
Discontinued operations        22,035,036    (980,562)   21,819,179    403,894 
Total comprehensive income (loss)        21,711,771    (2,478,213)   28,621,618    (2,059,066)
                          
Earnings (loss) per share                         
Basic and diluted from continuing operations        (0.02)   (0.01)   0.13    (0.04)
Basic and diluted from discontinued operations        0.01    0.00    (0.02)   0.09 
                          
Weighted average shares outstanding                         
Basic and diluted        48,272,194    39,364,800    44,966,665    39,364,800 

 

(1) The comparative information has been re-presented to account for a discontinued operation (Note 3).

 

See accompanying notes to condensed consolidated interim financial statements.

 

3
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Consolidated Interim Statements of Stockholders’ Equity

(Expressed in U.S. dollars)

(Unaudited) 

 

   Shares   Share capital   Warrant and option reserve   Receivables for equity issued   Obligation to issue shares   Shares to be cancelled   Accumulated other comprehensive income (loss)   Accumulated deficit   Total 
         $    $    $    $    $    $    $    $ 
Balance, December 31, 2024   31,897,753    78,382,631    7,209,546    (90,425)   6,000    7,645    (17,356,701)   (54,009,488)   14,149,208 
Stock issued for debt settlement   1,031,232    140,301                            140,301 
Stock issued for services   466,483    73,857            6,000                79,857 
Stock issued for convertible debentures   5,969,332    754,335                            754,335 
Stock-based compensation – RSUs           16,959                        16,959 
Net income and comprehensive income                           (3,695,635)   1,636,569    (2,059,066)
Balance, June 30, 2025   39,364,800    79,351,124    7,226,505    (90,425)   12,000    7,645    (21,052,336)   (52,372,919)   13,081,594 
                                              
Balance, December 31, 2025   41,624,407    79,611,590    7,228,089        54,042        (22,560,802)   (103,230,389)   (38,897,470)
Stock issued in private placements   10,012,668    1,028,866    23,989        105,728                1,158,583 
Stock issued for debt settlement   6,996,943    754,452            (46,636)               707,816 
Stock issued for services   162,808    17,555            42,061                59,616 
Stock-based compensation – RSUs           4,466                        4,466 
Net income and comprehensive income                           23,671,264    4,950,354    28,621,618 
Balance, June 30, 2026   58,796,826    81,412,463    7,256,544        155,195        1,110,462    (98,280,035)   (8,345,371)

 

See accompanying notes to condensed consolidated interim financial statements.

 

4
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Consolidated Interim Statements of Cash Flows

(Expressed in U.S. dollars) 

(Unaudited) 

 

   Six months ended 
  

June 30,

2026

  

June 30,

2025

 
   $    $ 
OPERATING ACTIVITIES          
Total net income   4,950,354    1,636,569 
           
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock-based compensation   4,466    16,959 
Stock issued for services   59,616    79,857 
Depletion   4,647    113,494 
Depreciation   11,764    37,757 
Accretion of asset retirement obligation   68,465    131,780 
Accretion and accrued interest expense   478,696    1,310,291 
Interest expense   -    7,932 
Change in asset retirement obligation estimate   (80,467)   - 
Unrealized foreign exchange loss   1,238,178    1,124,049 
Gain on revaluation for assets held for sale   -    (44,950)
Gain on debt settlement   (3,695)   (230,880)
Gain on sale of subsidiary   (523,110)   - 
Loss (gain) on net monetary position   79,564    (7,142,605)
Deferred tax expense   -    1,299,167 
Gain on debt extinguishment   (7,927,913)   - 
Gain on modification of lease   -    (31,363)
Gain on disposal of property and equipment   -    (61,676)
Fair value loss on remeasurement of convertible debenture   212,435    - 
           
Changes in non-cash working capital items:          
Amounts receivable   583,756    385,022 
Prepaid expenses and deposits   (37,999)   199,125 
Accounts payable and accrued liabilities   196,975    2,014,813 
Net cash (used in) provided by operating activities   (684,268)   845,341 
           
INVESTING ACTIVITIES          
Property and equipment expenditures   -    (3,975)
Oil and gas properties expenditures   -    (557,669)
Advances from JV Partners   -    290,821 
Exploration and evaluation expenditures   (521,840)   - 
Cash and cash equivalents derecognized on sale of subsidiary   (48,404)   - 
           
Changes in non-cash working capital items:          
Prepaid expenses and deposits   (28,235)   (147,321)
Accounts payable and accrued liabilities   476    32,715 
Net cash used in investing activities   (598,003)   (385,429)
           
FINANCING ACTIVITIES          
Proceeds from issuance of shares in private placements   1,158,583    - 
Repayments of loans payable   -    (990,008)
Lease payments   -    (7,593)
Net cash provided by (used in) financing activities   1,158,583    (997,601)
           
Effect of exchange rate changes on cash and cash equivalents   17,033    (32,654)
           
Net decrease in cash and cash equivalents   (106,655)   (570,343)
Cash and cash equivalents, beginning of period   430,313    599,208 
Cash and cash equivalents, end of period   323,658    28,865 

 

5
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Consolidated Interim Statements of Cash Flows

(Expressed in U.S. dollars) 

(Unaudited)

 

   Six months ended 
  

June 30,

2026

  

June 30,

2025

 
   $    $ 
Supplemental cash flow information          
Interest paid on credit facilities   158,903    226,020 
Interest paid on lease liability       7,862 
           
Non-cash investing and financing activities:          
Stock issued for debt settlement   707,816    140,301 
Stock issued for services   59,616    79,857 

 

Refer to Note 3 for disclosure of cash flows attributable to discontinued operations.

 

See accompanying notes to condensed consolidated interim financial statements.

 

6
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

1. Organization and Going Concern

 

Dune Oil Corp. (formerly Trillion Energy International Inc.) and its consolidated subsidiaries, (collectively referred to as the “Company”) is a Canadian based oil and gas exploration and production company. Effective January 2022, the corporate headquarters moved to Suite 700, 838 West Hastings Street, Vancouver, B.C., Canada from Turan Gunes Bulvari, Park Oran Ofis Plaza, 180-y, Daire:54, Kat:14, 06450, Oran, Cankaya, Anakara, Turkey. The Company also has a registered office in Canada. The Company is incorporated in British Columbia. The Company’s shares trade on the OTCQB under the symbol “TRLEF” and trade on the Canadian Securities Exchange (the “Exchange”) under the symbol “DUNE” (formerly “TCF”).

 

The Company meets the definition of a foreign private issuer, as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended.

 

In April 2026, the Company consolidated its issued share capital on a ratio of five old common shares for every one new post-consolidated common share. All current and comparative references to the number of common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this share consolidation.

 

Effective August 4, 2026, Trillion Energy International Inc. changed its name to Dune Oil Corp., to reflect its strategic focus on oil exploration and development, and its trading symbol on the Exchange changed from “TCF” to “DUNE”. The name change did not result in any consolidation of the Company’s share capital and did not affect the rights of shareholders. Existing share certificates remain valid and are not required to be exchanged.

 

Discontinued operations:

 

During the period, the Company committed to a plan to dispose of its wholly-owned subsidiary, Park Place Energy Turkey (“PPE Turkey”), which holds the Company’s license interests in the SASB natural gas project and the Cendere oil field. Accordingly, the assets and liabilities of PPE Turkey have been classified as held for sale, and the results of PPE Turkey have been presented as a discontinued operation in these condensed consolidated interim financial statements in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations. The consolidated interim statements of income (loss) and comprehensive income (loss) and the related notes for the comparative period have been re-presented to show the discontinued operation separately from continuing operations. In accordance with IFRS 5, the consolidated statement of financial position for the comparative period has not been re-presented.

 

On April 7, 2026, the Company completed the sale of all of the issued and outstanding shares of PPE Turkey. Further information regarding the discontinued operation and the sale agreement is provided in Note 3.

 

Going concern:

 

These condensed consolidated interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at June 30, 2026, the Company’s current liabilities exceeded its current assets by $8,865,725 (December 31, 2025 – $34,373,381) and its accumulated deficit amounts to $98,280,035 (December 31, 2025 – $103,230,389). For the six months ended June 30, 2026, cash used in operating activities was $684,268 (2025 – $845,341 net cash provided in operating activities). The Company’s continuation as a going concern is dependent upon its ability to complete financing sufficient to meet current and future obligations, the successful results from its business activities, and its ability to operate profitably and generate funds. Although the Company raised capital in previous reporting periods, additional funding will be required to continue current operations and further advance its existing oil and gas assets in the upcoming 12 months. These factors indicate the existence of material uncertainty which raises substantial doubt about the Company’s ability to continue as a going concern.

 

7
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

2. Basis of Presentation and Material Accounting Policies

 

(a)Statement of Compliance

 

These unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of condensed interim financial statements, including International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”), and the Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Accordingly, certain disclosures included in annual financial statements have been condensed or omitted and these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.

 

(b)Use of Estimates and Judgments

 

The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its unaudited condensed consolidated interim financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The critical judgments and estimates applied in the preparation of the Company’s condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s consolidated financial statements for the year ended December 31, 2025.

 

(c)Basis of Consolidation

 

These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries Park Place Energy Corp. (“PPE Corp.”), Park Place Energy Bermuda (“PPE Bermuda”), BG Exploration EOOD (“BG Exploration”), PPE Turkey (up to date of deconsolidation April 7, 2026 – Note 3) and Trillion Energy International Petrol Arama (“Trillion A.S.”).

 

The Company’s oil and gas operations are conducted jointly with its joint venture partner (Note 6). The joint arrangement meets the definition of a joint operation under IFRS 11, “Joint Arrangements” (“IFRS 11”); therefore, the Company’s share of the assets, liabilities, revenues and expenses are recorded in the consolidated financial statements. All intercompany balances and transactions are eliminated on consolidation.

 

Name of the joint

arrangement

 

Nature of the relationship

with the joint arrangement

 

Principal place of operation

of joint arrangement

 

Proportion of

participating share

South Akcakoca Sub-Basin (“SASB”)   Operator   Turkey   49%
Cendere   Participant   Turkey   19.6%

 

(d)Functional and Presentation Currency

 

The condensed consolidated interim financial statements are expressed in U.S. dollars. The functional currency of BG Exploration is the Bulgarian Lev. The functional currency of the Company’s Turkish operations is the Turkish Lira (“₺”). The functional currency of the Company’s Bermuda subsidiary is the United States dollar (“USD”), and the function currency of PPE Corp is the USD.

 

8
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

2. Basis of Presentation and Material Accounting Policies (continued)

 

(e)Basis of Measurement

 

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain derivative liabilities, which are measured at fair value.

 

(f)Hyperinflation

 

Due to various qualitative factors and developments with respect to the economic environment in Turkey, including but not limited to, the acceleration of multiple local inflation indices, the three-year cumulative inflation rate of the local Turkish wholesale price index exceeding 100% at the end of February 2022 and the significant devaluation of the Turkish Lira, Turkey has been designated a hyper-inflationary economy as of April 1, 2022 for accounting purposes.

 

Accordingly, IAS 29, Financial Reporting in Hyper-Inflationary Economies was adopted by the Company in its consolidated financial statements and applied to these consolidated financial statements in relation to PPE Turkey and Trillion A.S. The condensed consolidated interim financial statements are based on the historical cost approach in IAS 29.

 

The application of hyperinflation accounting requires restatement of PPE Turkey and Trillion A.S’s non-monetary assets and liabilities, equity and comprehensive income (loss) items from the original transaction date when they were first recognized into the current purchasing power which reflects a general price index current at the end of the reporting period. To measure the impact of inflation on its financial statements and results, the Company has elected to use the consumer price index (“CPI”) as published by the Turkish Statistical Institute “TURKSTAT”.

 

IAS 29 also requires the restatement of comparative periods for the effects of hyperinflation unless the comparatives were previously presented in a different presentation currency of a non-hyperinflationary economy. The condensed consolidated interim financial statements of the Company are presented in US dollars, a stable currency, and as a result the comparative amounts do not require restatement.

 

On April 1, 2022, the Company recognized an adjustment of $473,907 for the impact of hyperinflation within accumulated other comprehensive loss related to the non-monetary assets held by PPE Turkey, which have been restated from the historic date when they were first recognized to the beginning of the reporting period (the “Opening Hyperinflation Adjustment”). On initial adoption of IAS 29, there is an accounting policy choice to recognize the Opening Hyperinflation Adjustment directly to opening equity or to other comprehensive income and the Company has elected to recognize this amount directly to opening equity.

 

The value of the CPI at June 30, 2026, was 130 (December 31, 2025 - 110) and the movement in the CPI for the six months ended June 30, 2026 was 20 (2025 – 14), an increase of approximately 20% (2025 – 17%). During FY2026 Turkstat updated the basis year for their CPI calculation from 2003 to 2025, the CPI figures have been updated to represent this change. As a result of the change in CPI, the Company recognized a gain on net monetary position of $9,089 in continuing operations for the six months ended June 30, 2026 (2025 – $Nil) to restate transactions into a measuring unit current as of each period end. In addition, the Company recognized a loss on net monetary position of $88,653 in discontinued operations for the six months ended June 30, 2026 (2025 – gain of $7,142,605) to restate transactions into a measuring unit current as of each period end.

 

9
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

(g)New Material Accounting Policies

 

The accounting policies applied in these condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s audited financial statements for the year ended December 31, 2025 except for the following not previously disclosed:

 

2. Basis of Presentation and Material Accounting Policies (continued)

 

Assets and liabilities held for sale and discontinued operations:

 

Assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is met when the sale is highly probable, the asset is available for immediate sale in its present condition and the sale is expected to be completed within one year from the date of classification.

 

Assets and disposal groups are classified and presented as discontinued operations if the assets or disposal groups are disposed of or classified as held for sale and:

 

The assets or disposal groups are a major line of business or geographical area of operations;
   
The assets or disposal groups are part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or,
  
The assets or disposal groups are a subsidiary acquired solely for the purpose of resale.

 

A component that is a separate major line of business or geographical area of operations and has been disposed of, closed, abandoned or terminated is also classified as a discontinued operation.

 

The assets or disposal groups that meet these criteria are measured at the lower of carrying amount and fair value less cost of disposal, with impairments recognized in the consolidated statements of income (loss) and comprehensive income (loss). An impairment loss is recognized for any initial or subsequent write-down of the asset or disposal group to fair value less cost to dispose. Non-current assets and liabilities held for sale are presented separately in current assets and liabilities within the consolidated statement of financial position. Assets held for sale are not depreciated, depleted or amortized. The comparative period consolidated statement of financial position is not re-presented.

 

The results of discontinued operations, net of tax, are shown separately in the consolidated statements of income (loss) and comprehensive income (loss) and comparative figures are re-presented.

 

Convertible debentures — modification and designation at fair value through profit or loss

 

During the six months ended June 30, 2026, the Company and the holders of its 12.0% convertible debentures agreed to amend the terms of the debentures pursuant to a fourth supplemental debenture indenture. The Company assessed the amendment under IFRS 9 and concluded that it resulted in terms substantially different from those of the original debentures. Accordingly, the original financial liability was derecognized and a new financial liability was recognized at its fair value on the date of modification, with the difference between the carrying amount of the original liability and the fair value of the new liability recognized in profit or loss as a gain on extinguishment.

 

The new financial liability is a hybrid instrument comprising a debt host and an embedded conversion feature that would otherwise require separation. As permitted under IFRS 9, the Company has irrevocably designated the entire instrument as at fair value through profit or loss on initial recognition, rather than separating the embedded derivative, as this eliminates the measurement inconsistency that would otherwise arise. The instrument is subsequently measured at fair value at each reporting date, with changes in fair value recognized in profit or loss, except for any change attributable to the Company’s own credit risk, which is recognized in other comprehensive income unless doing so would create or enlarge an accounting mismatch.

 

The fair value of the new instrument is determined using a probability-weighted expected present value technique and is classified within Level 3 of the fair value hierarchy, as the measurement relies on significant unobservable inputs, including the estimated probability of completing the related equity financing and the estimated recovery rate in the event the financing is not completed.

 

10
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

2. Basis of Presentation and Material Accounting Policies (continued)

 

Royalty receivable

 

On the sale of PPE Turkey (Note 3), the Company retained a 7% gross overriding royalty on future production revenues from the underlying licenses. The royalty represents a contractual right to receive cash from a third party and is accounted for as a financial asset under IFRS 9. Because the amount and timing of the cash flows vary with future production volumes, commodity prices and the purchaser’s continued operation or disposition of the licenses, the royalty does not give rise to cash flows that are solely payments of principal and interest. Accordingly, the royalty receivable is classified and subsequently measured at fair value through profit or loss.

 

The royalty receivable was recognized initially at its fair value of $164,115 on April 7, 2026 as part of the consideration received on the sale of PPE Turkey, and is remeasured at fair value at each reporting date, with changes in fair value recognized in profit or loss. Fair value is determined using a discounted cash flow technique incorporating management’s estimates of future production revenue from the SASB gas field and the Cendere oil field, the probability and timing of cumulative gross revenues following closing exceeding the $7.5 million royalty threshold, a risk-adjusted discount rate, and the amount of proved oil reserves for the properties. The measurement relies on significant unobservable inputs and is classified within Level 3 of the fair value hierarchy. The royalty receivable is presented within amounts receivable (Note 4).

 

3. Sale of Subsidiary and Discontinued Operations

 

On April 7, 2026, the Company, through a subsidiary, closed a sale agreement (the “SPA”) to sell all of the issued and outstanding shares of PPE Turkey, which holds the Company’s license interests in the SASB natural gas project and the Cendere oil field.

 

Under the terms of the SPA, the purchaser will assume the assets and liabilities associated with PPE Turkey. In connection with the transaction, the Company will retain a 7% gross overriding royalty on future production revenues from the underlying licenses. The royalty becomes payable once cumulative gross revenues from the licenses following closing exceed $7.5 million and may also be realized upon any future disposition of the licenses by the purchaser.

 

From the date of closing, the Company does not hold any shareholding, voting rights, board representation or management role in PPE Turkey, and the Company has no power to direct or control the activities of PPE Turkey. All directors and officers of PPE Turkey affiliated with the Company resigned effective on or before the closing date.

 

The Company’s continuing involvement with PPE Turkey following the disposal is limited to the following:

 

(a)Gross overriding royalty. The Company retained a 7% gross overriding royalty on production revenue from the SASB gas field and the Cendere oil field, together with related audit and information rights, including the receipt of monthly cumulative production revenue statements.

 

11
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

3. Sale of Subsidiary and Discontinued Operations (continued)

 

(b)Transition services agreement. Effective April 7, 2026, the Company entered into an agreement (the “Transition Agreement”) with the purchaser under which the purchaser is responsible for the post-closing transition of PPE Turkey, including retaining Turkish legal counsel, notifying the General Directorate of Mining and Petroleum Affairs of the Republic of Türkiye (“MAPEG”) of the change in ownership of PPE Turkey, completing the regulatory steps required for PPE Turkey’s continued operation of its petroleum licences, and maintaining professional working relationships with the Turkish Petroleum Corporation (“TPAO”), MAPEG and other Turkish governmental authorities. The purchaser has agreed not to act in a manner adverse to the business, operations or regulatory standing of the Company or its subsidiaries operating in Türkiye, and the purchaser’s liability under the Transition Agreement is uncapped.

 

In consideration, the Company agreed to pay (i) a service fee of CAD $25,000, which was earned upon execution of the agreement and is non-refundable, and (ii) CAD $25,000 on account of anticipated legal fees in connection with the regulatory filings described above, with the purchaser responsible for funding all legal fees and related costs incurred. The agreement has a term of six months from the effective date and may be terminated by the Company for convenience on 30 days’ written notice.

 

(c)Transition assistance. Under the SPA and the Transition Agreement, the Company will provide reasonable commercial assistance with licence-transfer requirements, including joint applications to MAPEG and/or TPAO as required, and, during the six-month transition period, limited handover support on a question-and-answer basis, including referrals of PPE Turkey’s counterparties, creditors and contacts to PPE Turkey’s new management, the provision of certain historical information and presentations, and the provision of information relevant to existing PPE Turkey litigation. No additional consideration is receivable or payable by the Company in respect of this assistance.

 

   $ 
Total consideration received     
Cash   1 
Royalty receivable   164,115 
    164,116 
Carrying value of net assets sold     
Cash and cash equivalents   48,404 
Amounts receivable   66,419 
Long-term deposits   756,634 
Prepaid expenses and deposits   66,859 
Oil and gas properties, net   759,188 
Property and equipment, net   408,488 
Intercompany balances receivable   243,544 
Loans payable   (1,295,852)
Accounts payable and accrued liabilities   (17,085,282)
Asset retirement obligation   (6,381,048)
    (22,412,646)
Excess of net liabilities over consideration   (22,248,530)
Cumulative translation adjustment reclassified to profit and loss   21,725,420 
Gain on sale of subsidiary   523,110 

 

12
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

3. Sale of Subsidiary and Discontinued Operations (continued)

 

The following table summarizes the major line items for PPE Turkey that are included in loss (income) from discontinued operations, in the consolidated statements income (loss) and comprehensive income (loss):

 

   Three months ended   Six months ended 

 

 

  June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025 
  $   $   $   $ 
Revenue                
Oil and gas revenue, net   -    636,530    609,245    1,575,466 
                     
Cost and expenses                    
Production   -    731,235    453,142    1,322,803 
Depletion   -    13,997    4,647    113,494 
Depreciation   -    19,956    7,638    33,723 
Accretion of asset retirement obligation   -    66,974    68,465    131,780 
Geological and geophysical expenses   -    3,498    -    30,819 
General and administrative   34,128    493,189    405,027    858,745 
Total expenses   34,128    1,328,849    938,919    2,491,364 
Loss before other income (expenses)   (34,128)   (692,319)   (329,674)   (915,898)
                     
Other income (expenses)                    
Interest expense   -    (37,914)   -    (134,280)
Finance cost   -    (5,214)   (192,818)   (9,246)
Foreign exchange loss   (38,215)   (542,727)   (717,733)   (1,545,694)
Gain on revaluation for assets held for sale   -    18,518    -    44,950 
Gain (loss) on net monetary position   364    2,504,987    (88,653)   7,142,605 
Change in estimate of asset retirement obligation   -    -    80,467    - 
Gain on modification of lease   -    31,363    -    31,363 
Gain on disposal of property plant and equipment   -    61,676    -    61,676 
Gain on sale of subsidiary   523,110    -    523,110    - 
Total other income (expenses)   485,259    2,030,689    (395,627)   5,591,374 
Deferred tax expense   -    (1,161,339)   -    (1,299,167)
Income (Loss) from discontinued operations   451,131    177,031    (725,301)   3,376,309 

 

The following represents the cash flows from operating, investing and financing activities of discontinued operations for the six months ended June 30, 2026 and 2025.

 

   June 30, 2026   June 30, 2025 
    $    $ 
Net cash provided by operating activities   280,476    845,341 
Net cash used in investing activities   (76,163)   (385,429)
Net cash used in financing activities   -    (997,601)

 

13
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

4. Amounts Receivable

 

   June 30, 2026   December 31, 2025 
    $    $ 
Accounts receivable       711,984 
GST receivable   53,816    20,610 
Royalty receivable (Note 3)   159,076     
Other   5,013    5,159 
    217,905    737,753 

 

5. Prepaid Expenses and Deposits

 

   June 30, 2026   December 31, 2025 
    $    $ 
Exploration and production advances       39,924 
Prepaid expenses   16,051    6,985 
Close-Out Fund       756,634 
    16,051    803,543 
           
Prepaid expenses and deposits – Current   16,051    46,909 
Long-term deposits       756,634 

 

14
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

6. Oil and Gas Properties

 

   SASB   Cendere   Total 
   $    $    $ 
Cost               
As at December 31, 2024   69,851,749    3,218,873    73,070,622 
Additions   721,672        721,672 
Sale of O&G assets   (38,273)       (38,273)
JV Contribution   (379,450)       (379,450)
Change in ARO estimate and additions   239,061    1,728    240,789 
Currency translation adjustment   (12,361,503)   (567,487)   (12,928,990)
Impact of hyperinflation   17,841,448    819,360    18,660,808 
As at December 31, 2025   75,874,704    3,472,474    79,347,178 
Change in ARO estimate and additions       (376)   (376)
Currency translation adjustment   (2,852,516)   (130,540)   (2,983,056)
Impact of hyperinflation   7,352,625    336,499    7,689,124 
Transfer to assets held for sale   (80,374,813)   (3,678,057)   (84,052,870)
As at June 30, 2026            
                
Accumulated depletion and impairment               
As at December 31, 2024   19,727,803    2,519,635    22,247,438 
Depletion   105,227    34,323    139,550 
Impairment   54,498,394        54,498,394 
Currency translation adjustment   (3,476,986)   (444,076)   (3,921,062)
Impact of hyperinflation   5,020,266    641,189    5,661,455 
As at December 31, 2025   75,874,704    2,751,071    78,625,775 
Depletion       4,647    4,647 
Currency translation adjustment   (2,852,516)   (103,440)   (2,955,956)
Impact of hyperinflation   7,352,625    266,592    7,619,217 
Transfer to assets held for sale   (80,374,813)   (2,918,870)   (83,293,683)
As at June 30, 2026            
                
Net book value               
As at December 31, 2025       721,403    721,403 
As at June 30, 2026            

 

15
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

7. Property and Equipment

 

   Right-of-use assets   Leasehold improvements   Other Equipment   Motor Vehicles   Furniture   Total 
   $    $    $    $    $    $ 
Cost                              
As at December 31, 2024   194,642    246,028    435,035    439,832    92,814    1,408,351 
Additions       12,401            275    12,676 
Disposals   (228,480)           (516,297)       (744,777)
Currency translation adjustment   (4,298)   (39,411)   (76,814)   (35,462)   (13,606)   (169,591)
Impact of hyperinflation   50,920    55,746    110,910    111,927    19,344    348,847 
As at December 31, 2025   12,784    274,764    469,131        98,827    855,506 
Currency translation adjustment       (9,888)   (17,670)       (3,416)   (30,974)
Impact of hyperinflation       23,752    45,539        7,966    77,257 
Transfer to assets held for sale   (12,784)   (260,442)   (497,000)       (87,082)   (857,308)
As at June 30, 2026       28,186            16,295    44,481 
                               
Accumulated depreciation                              
As at December 31, 2024   97,746    184,611    149,280    202,263    32,768    666,668 
Depreciation   15,216    10,947    21,382    8,860    8,384    64,789 
Disposals   (107,824)   -    -    (226,946)   -    (334,770)
Currency translation adjustment   (17,228)   (30,495)   (26,309)   (35,648)   (5,556)   (115,236)
Impact of hyperinflation   24,874    43,562    37,988    51,471    6,229    164,124 
As at December 31, 2025   12,784    208,625    182,341        41,825    445,575 
Depreciation       4,244    4,727        2,793    11,764 
Currency translation adjustment       (7,863)   (6,855)       (1,021)   (15,739)
Impact of hyperinflation       18,472    17,670        3,049    39,191 
Transfer to assets held for sale   (12,784)   (203,678)   (197,883)       (34,477)   (448,822)
As at June 30, 2026       19,800            12,169    31,969 
                               
Net Book Value                              
As at December 31, 2025       66,139    286,790        57,002    409,931 
As at June 30, 2026       8,386            4,126    12,512 

 

8. Exploration and Evaluation Assets

 

    $ 
As at December 31, 2025   - 
Additions   521,840 
Currency translation adjustment   (22,958)
Impact of hyperinflation   8,960 
As at June 30, 2026   507,842 

 

16
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

8. Exploration and Evaluation Assets (continued)

 

Turkey – M47 Block

 

During the six months ended June 30, 2026, the Company, through a wholly owned subsidiary, entered into an agreement to earn a 29% working interest in the M47 Block located in southeast Turkey in exchange for a total investment of $15,000,000. The earn-in is conditional on the Company funding certain work program costs as they fall due. The work program comprises exploration drilling and the acquisition of seismic data.

 

Under the earn-in, the Company is required to bear 80% of the cost of the next two exploration wells and certain seismic costs, and to advance two funding tranches of $9,500,000 in respect of the 2026 work program and $5,500,000 in respect of the 2027 work program. The Company’s entitlement to the 29% working interest is conditional on it meeting these funding commitments (Note 22).

Exploration and evaluation assets are not subject to depletion and are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed the recoverable amount. As at June 30, 2026, no such indicators were identified and no impairment was recognized.

 

9. Accounts Payable and Accrued Liabilities

 

   June 30, 2026   December 31, 2025 
    $    $ 
Accounts payable   963,701    16,310,709 
Accrued liabilities   404,458    2,371,047 
Payroll, withholding and sales tax liabilities   446    110,726 
    1,368,605    18,792,482 

 

10. Loans Payable

 

   June 30, 2026   December 31, 2025 
    $    $ 
Unsecured, interest-bearing loan at 6% per annum2   34,162    34,415 
Unsecured, interest-bearing loan at 1% per month1   3,621,000    3,461,250 
Unsecured, interest-bearing loan at 12% per annum3   168,411    147,391 
Unsecured, interest-bearing loan at a variable interest rate4       1,329,003 
Total loans payable   3,823,573    4,972,059 
Current portion of loans payable   (3,823,573)   (4,972,059)
Long-term portion of loans payable        

 

17
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

10. Loans Payable (continued)

 

The Company is in compliance with all debt covenants on loans payable, other than as noted below, and has not received any waivers from lenders:

 

(1)On July 1, 2023, the Company entered into agreements with TR1 Master Fund to borrow $1,065,000 and $1,597,500. The loans were issued with a $65,000 and $97,500 discount, respectively, and bear an interest rate of 1% per month. The maturity date was December 31, 2023, and the Company is claiming that the principal of TR1 Master Fund agreed to extend the loans to December 31, 2024. In the event that the loan is repaid in full prior to the maturity date, the minimum interest payments on the loans are $40,000 and $60,000, respectively. If, during the period that any amount of the loan remains outstanding, the Company issues any equity, the Lender may demand repayment of all or part of the principal amount of the loan in an amount equal to the aggregate subscription price of the equity offering. Accrued interest in excess of the minimum interest payments of $63,900 and $95,850, respectively, were recorded during the six months ended June 30, 2026 (June 30, 2025 - $63,900 and $95,850, respectively). The Company is currently in default on these loans, however, the Company has filed claims in connection with the ongoing receivership proceedings of the lender and related entities, and is seeking to offset any amounts outstanding against damages claimed by the Company (Note 22).
   
(2)On July 20, 2023, the Company entered into a promissory note for CAD$300,000 (USD$228,023) with a company controlled by a related party. The promissory note bears an interest rate of 6% per annum. The principal plus all accrued unpaid interest is to be repaid on demand but no later than December 31, 2024, as a result the Company is currently in default on this loan. During the year ended December 31, 2025, CAD$8,000 (USD$5,536) of the principal balance was repaid and CAD$2,693 (USD$1,965) in interest was accrued. During the six months ended June 30, 2026, $Nil of the principal balance was repaid and CAD$1,394 (USD$981) in interest was accrued (June 30, 2025 - CAD$8,000 (USD$5,536) of the principal balance was repaid and CAD$1,317 (USD$965) in interest was accrued).
   
(3)On December 27, 2024, the Company entered into a loan agreement with an officer of the Company for CAD$200,000 (USD$138,782). The loan bears interest at 12% per annum and is due on demand. As at December 31, 2025, the loan accrued interest of CAD$2,031 (USD$1,617). During the six months ended June 30, 2026, the loan accrued interest of CAD$13,766 (USD$9,823) (June 30, 2025 - CAD$994 (USD$699)). The Company is not in default on this loan.
   
(4)On July 17, 2025, PPE Turkey drew down ₺50,000,000 (or approximately USD$1,202,380) from their overdraft facility with Ziraat Bankasi. This balance bears interest at a variable rate based on the banks effective interest rate (approximately 31%) payable at the end of each quarter. As at and for the year ended December 31, 2025, the loan accrued interest expense of $164,588. During the six months ended June 30, 2026, the loan accrued interest of $173,797 (June 30, 2025 - $Nil). The total amount payable was derecognized on the sale of the subsidiary during the six months ended June 30, 2026. The Company is not in default on this loan.

 

11. Convertible Debentures

 

On April 20, 2023, the Company entered into an agreement to issue 15,000 units of the Company (the “Units”) at a price of CAD$1,000 per unit, for gross proceeds of CAD$15,000,000 (USD$11,135,145). Each Unit will consist of CAD$1,000 (approximately USD$742) principal amount secured convertible debenture (“Debenture”) and 333 common share purchase warrants of the Company (the “Warrants”). Each Warrant will be exercisable for one common share of the Company at an exercise price of CAD$2.50 (approximately USD$1.86 at initial recognition) and shall have an expiry date of June 29, 2025.

 

18
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

11. Convertible debentures (continued)

 

The Debentures matured on April 30, 2025 (the “Maturity Date”) and accrued interest at the rate of 12% per annum, payable semi-annually. The Company had the ability to redeem the Debentures at any time between the dates of April 30, 2024 and April 30, 2025 at a redemption price of 105% of the principal amount plus any accrued interest. At the holders’ option, the Debentures may be converted into common shares of the Company at any time, up to the earlier of the Maturity Date and the redemption of the Debentures, at a conversion price of CAD$3.00 (approximately USD$2.23 at initial recognition) per common share.

 

The convertible debentures were determined to be a financial instrument comprising a host debt component, a conversion feature classified as equity, and freestanding warrants classified as equity. The warrants and conversion features were determined to be equity components because the exercise prices are denominated in the functional currency of the Company. Thus, these components meet the criterion of an equity instrument.

 

During the year ended December 31, 2025, the Company signed a second and third supplemental debenture indenture with the debenture holders to make the following modifications to the original debenture:

 

Second Supplemental Debenture

 

The semi-annual interest due as at April 30, 2025 will be payable in either cash or common shares of the Company;
   
The convertible debentures’ maturity date was extended from April 30, 2025 to July 31, 2025; and
   
The debenture holders received an extension fee in the aggregate amount of CAD$85,000 payable in common shares as compensation for the above modifications.

 

Third Supplemental Debenture

 

The convertible debentures’ maturity date was extended from July 31, 2025 to October 31, 2025.

 

These modifications were accounted for as an adjustment to the existing liability as the discounted present value of the cash-flows under the new terms did not exceed the quantitative threshold to be considered a substantial modification.

 

Fourth Supplemental Indenture

 

On March 20, 2026, the Company entered into a fourth supplemental debenture indenture (the “Fourth Supplemental Indenture”) related to the Company’s unsecured convertible debentures issued on April 20, 2023, bearing interest at 12% per annum.

 

The total amount owing under the convertible debentures will be comprised of the principal of CAD15.0 million and accrued interest to March 20, 2026 (the “Amount Due”). Pursuant to the Fourth Supplemental Indenture, and conditional upon the Company completing an equity financing of not less than CAD10.0 million on or before September 30, 2026, the following settlement terms will apply:

 

(1)approximately CAD11.0 million of the Amount Due will be converted into common shares of the Company at the same price as the equity financing; and,
   
(2)the remaining balance including accrued interest will be forgiven by the debenture holders.

 

If the Company does not complete the required financing by September 30, 2026, the Fourth Supplemental Indenture will terminate and the full Amount Due will remain payable in accordance with the original terms of the debentures.

 

The Company concluded that the amendment substantially modifies the terms of the debentures and accounted for it as an extinguishment of the original financial liability and recognition of a new financial liability. The new financial liability is a hybrid instrument containing an embedded contingent equity conversion feature. Rather than separate the embedded derivative, the Company has designated the entire instrument to be measured at fair value through profit and loss.

 

19
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

11. Convertible debentures (continued)

 

A continuity schedule of the Company’s convertible debt measured at amortized cost is as follows:

 

Balance as at December 31, 2024  $10,364,993 
Repayment through the issuance of shares   (649,851)
Extension fee   (61,379)
Gain on modification   (503,624)
Accretion   858,838 
Interest   1,288,067 
Currency translation adjustment   526,771 
Balance as at December 31, 2025  $11,823,815 
Interest   284,015 
Currency translation adjustment   (7,760)
Extinguishment of convertible debt   (12,100,070)
Balance as at June 30, 2026  $- 

 

A continuity schedule of the Company’s convertible debt measured at fair value through profit or loss is as follows:

 

Balance as at December 31, 2025  $- 
Recognition at fair value   4,172,157 
Fair value loss on remeasurement   212,435 
Currency translation adjustment   (153,431)
Balance as at June 30, 2026  $4,231,161 
Current  $4,231,161 
Long-term  $ 

 

The Company recorded a gain on extinguishment of $7,927,913 upon derecognition of the previous financial liability and recognition of the new financial liability under the modified terms of the Fourth Supplemental Indenture.

 

Fair value measurement

 

The new financial liability recognized on extinguishment is measured at fair value through profit or loss on a recurring basis and is classified within Level 3 of the fair value hierarchy, as its measurement relies on significant unobservable inputs. The fair value was determined using a probability-weighted expected present value technique that considers the two mutually exclusive outcomes contemplated by the Fourth Supplemental Indenture: completion of the equity financing, in which approximately CAD$11.0 million of the Amount Due converts into common shares at the financing price and the remaining balance is forgiven; and non-completion of the financing, in which the full Amount Due is reinstated and recovery is estimated on a distressed basis.

 

20
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

11. Convertible debentures (continued)

 

The significant unobservable inputs used in the fair value measurement as at March 20, 2026 (initial recognition) and June 30, 2026 were as follows:

 

Unobservable input   Input used   Relationship to fair value
Probability of completing the equity financing   50%   An increase raises fair value toward the value of shares issuable on conversion
         
Estimated recovery rate if the financing is not completed   9%   An increase raises the fair value of the liability in the non-completion scenario
         
Credit-adjusted discount rate   18%   An increase decreases fair value
         
Expected term to resolution   September 30, 2026   A longer term decreases fair value

 

The fair value measurement is most sensitive to the estimated probability of completing the equity financing and the estimated recovery rate in the event the financing is not completed. Holding all other inputs constant, an increase or decrease of 10% in the probability of completing the financing would change the fair value of the liability, and correspondingly change the gain recognized in profit or loss, by approximately $907,800. A change of 5% in the estimated recovery rate would change the fair value of the liability by approximately $410,200.

 

There were no transfers into or out of Level 3 during the period. The change in the fair value of the liability during the period is presented in the continuity schedule above.

 

12. Asset Retirement Obligation

 

The following is a continuity of asset retirement obligations:

 

   June 30, 2026   December 31, 2025 
    $    $ 
Beginning balance   6,412,057    5,895,209 
Accretion expense   68,465    269,386 
Impact of hyperinflation       (133,603)
Currency translation adjustment   (17,208)   140,276 
Change in estimate   (82,266)   240,789 
Transfer to liabilities held for sale (Note 3)   (6,381,048)    
Ending balance       6,412,057 

 

The Company’s asset retirement obligations (“ARO”) result from its interest in oil and gas assets including well sites. The total ARO is estimated based on the Company’s net ownership interest in all sites, estimated costs to reclaim and abandon these wells and the estimated timing of the costs to be included in future years. The Company estimated the total undiscounted amount required to settle the ARO as at April 7, 2026 is $8 million (December 31, 2025 – $8 million). The ARO is calculated using an inflation rate of 2.5% (December 31, 2025 – 2.5%) and discounted using a risk-free rate of 4.58% (December 31, 2025 – 4.49%) between 10 and 20 years.

 

21
 

  

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

12. Asset Retirement Obligation (continued)

 

During 2023, the Company and TPAO agreed to establish a close out-fund (the “Close-Out Fund”) in a US dollar bank account. The amounts accumulated in the Close-Out Fund will not be used for any purpose other than to cover the cost of close-out of the SASB project. The US dollar bank account is held by TPAO. Starting with the July 2023 natural gas revenue, each party agreed to transfer 10% of its revenue into the Close-Out Fund on a monthly basis, until an amount agreed to by both parties is attained. The Company accounted for its share in the Close-Out Fund as a long-term deposit. The Company’s share of the Close-Out Fund amounted to $756,634 (December 31, 2025 – $756,634). The $756,634 deposit was reclassified to assets held for sale (Note 3).

 

13. Common Stock

 

The Company has an unlimited number of common shares authorized with no par value. As at June 30, 2026, 58,796,826 common shares were issued and outstanding (December 31, 2025 – 41,624,407).

 

For the six months ended June 30, 2026

 

During the six months ended June 30, 2026, the Company issued 10,012,668 units at CAD$0.15 for gross proceeds of CAD$1,501,943 (USD$1,196,227) pursuant to the closing of non-brokered private placements. Each unit comprises one common share and one half share purchase warrant. Each warrant entitles the holder to purchase one common share for CAD$0.25 for one year from the date of the closing of the offering. As the fair value of the common shares on the same date exceeded the issuance price, no residual value was assigned to the warrants. Cash finder’s fee of CAD$53,520 (USD$37,644) were paid and 286,134 finder’s warrants were issued with a fair value of $23,989. The finders warrants are exercisable into one common share at CAD$0.25 for one year from the closing of the offering.

 

During the six months ended June 30, 2026, the Company issued 6,996,943 units with a fair value of $754,452 to settle debt of $758,147 and recognized a gain on the settlement of $3,695. Each unit comprises one common share and one half share purchase warrant. Each warrant entitles the holder to purchase one common share for CAD$0.25 for one year from the date of the debt settlement.

 

During the six months ended June 30, 2026 , the Company issued 162,808 units with a fair value of $17,555 for services rendered. Each unit comprises one common share and one half share purchase warrant. Each warrant entitles the holder to purchase one common share for CAD$0.25 for one year from the date of the debt settlement.

 

For the six months ended June 30, 2025

 

During the six months ended June 30, 2025, the Company issued 1,031,232 shares with a fair value of $140,301 to settle debt of $150,522 and recognized a gain on the settlement of $10,221.

 

During the six months ended June 30, 2025, the Company issued 466,483 shares valued at $73,857 for services rendered and to settle $6,000 in obligation to issue shares. The Company recognized a gain on the settlement of $2,045.

 

During the six months ended June 30, 2025, the Company issued 5,454,181 shares valued at $689,236 to settle interest payable of $649,851 on convertible debentures and recognized a loss on the settlement of $39,385.

 

During the six months ended June 30, 2025, the Company issued 515,151 shares valued at $65,099 to settle an extension fee of CAD$85,000 (USD$61,379) related to the extension of the maturity date of the convertible debenture from April 30, 2025 to July 31, 2025. The Company recognized a loss on the settlement of $3,720.

 

22
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

14. Stock Options

 

The Board of Directors adopted the Dune Oil Corp. 2022 Long-Term Incentive Equity Plan (the “2022 Plan”) effective as of December 1, 2022. The 2022 Plan permits grants of stock options and restricted stock awards and other stock-based awards.

 

Under the 2022 Plan, the maximum number of shares of authorized stock that may be delivered is 10% of the total number of shares of common stock issued and outstanding of the Company as determined on the applicable date of grant of an award under the 2022 Plan. Under the 2022 Plan, the exercise price of each option shall be determined by the Board of Directors, subject to any applicable Exchange approval or rules, at the time any option or other stock-based award is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange. The vesting schedule for each option or other stock-based award shall be specified by the Board of Directors at the time of grant, subject to any applicable Exchange approval or rules.

 

A continuity of the Company’s outstanding stock options for the six months ended June 30, 2026 and the year ended December 31, 2025 is presented below:

 

   Number of options  

Weighted average

exercise price (CAD)

 
         $ 
Outstanding and Exercisable, December 31, 2024   2,402,800    1.05 
Expired   (62,800)   8.61 
Cancelled   (40,000)   1.00 
Outstanding and Exercisable, December 31, 2025   2,300,000    0.85 
Expired   (10,000)   9.50 
Outstanding and Exercisable, June 30, 2026   2,290,000    0.81 

 

At June 30, 2026 the Company had the following outstanding stock options:

 

Outstanding   Exercise Price   Expiry Date   Vested 
 40,000    1.50 CAD    January 2, 2027    40,000 
 50,000    1.00 CAD    February 15, 2027    50,000 
 100,000    1.25 CAD    February 28, 2027    100,000 
 490,000    1.00 CAD    March 8, 2027    490,000 
 1,610,000    0.70 CAD    August 12, 2029    1,610,000 
 2,290,000             2,290,000 

 

As at June 30, 2026, the weighted average remaining contractual life of outstanding stock options is 2.39 years (December 31, 2025 – 2.84 years).

 

23
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

15. Warrants

 

A continuity of the Company’s outstanding share purchase warrants for the six months ended June 30, 2026 and the year ended December 31, 2025 is presented below:

 

 

  Number of warrants

   Weighted average exercise price (CAD) 
         $ 
Outstanding, December 31, 2024   10,003,454    3.93 
Expired   (3,046,340)   10.89 
Outstanding, December 31, 2025   6,957,114    0.89 
Issued   8,872,350    0.25 
Expired   (196,522)   0.45 
Outstanding, June 30, 2026   15,632,942    0.53 

 

At June 30, 2026, the Company had the following outstanding share purchase warrants:

 

Outstanding   Exercise Price   Expiry Date
 2,646,475    0.90 CAD    (1)May 28, 2027
 1,228,445    0.90 CAD   (1)May 31, 2027
 306,496    0.90 CAD   (1)June 10, 2027
 452,556    0.90 CAD   (1)June 19, 2027
 1,694,520    0.90 CAD   (2)June 28, 2027
 400,000    0.90 CAD   (2)July 3, 2027
 30,000    0.90 CAD   (2)July 5, 2027
 2,100    0.45 CAD   July 5, 2026
 1,000,000    0.25 CAD   April 27, 2027
 2,600,773    0.25 CAD   May 20, 2027
 330,500    0.25 CAD   May 29, 2027
 4,941,077    0.25 CAD   June 5, 2027
 15,632,942       

 

As at June 30, 2026, the weighted average remaining contractual life of outstanding warrants is 1.17 years (December 31, 2025 – 0.44 years).

 

(1) On May 21, 2026, the Company extended the expiry date by one year from the original expiry date.

 

(2) On June 8, 2026, the Company extended the expiry date by one year from the original expiry date.

 

24
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

16. Restricted Stock Units

 

During the six months ended June 30, 2026 and 2025, the Company granted RSUs as follows:

 

On January 1, 2026, the Company granted 67,200 RSU’s which vest quarterly beginning January 1, 2026.
   
On January 1, 2025, the Company granted 67,200 RSU’s which vest quarterly beginning January 1, 2025.

 

For the six months ended June 30, 2026, the Company recognized $4,466 (2025 – $16,959) in stock-based compensation expense for RSUs granted and vested.

 

 

Number of unvested

restricted stock units

  

Weighted average

fair value per award

 
         $ 
Balance, December 31, 2024   207,700    0.15 
Granted   67,200    0.09 
Balance, December 31, 2025   274,900    0.14 
Granted   67,200    0.10 
Balance, June 30, 2026   342,100    0.13 

 

As at June 30, 2026, the Company had 342,100 RSU’s (December 31, 2025 – 274,900) outstanding.

 

17. Related Party Transactions

 

At June 30, 2026 accounts payable and accrued liabilities included $808,294 (December 31, 2025 – $1,121,180) due to related parties. The amounts are unsecured, non-interest bearing and due on demand.

 

During the six months ended June 30, 2026, management fees and salaries of $140,392 (2025 – $88,431), director fees of $43,200 (2025 – $30,600), consulting fees of $354,430 (2025 – $63,060), and stock-based compensation of $4,466 (2025 – $4,034) were incurred to related parties.

 

During the six months ended June 30, 2026, the Company issued Nil shares (2025 – 43,200) to directors for services performed.

During the six months ended June 30, 2026, the Company issued 162,808 shares (2025 – 198,682) to officers for services performed.

As at June 30, 2026, loans payable included CAD$287,994 (USD$203,573) (December 31, 2025 – CAD$248,189 (USD$181,806)) due to related parties. The loans payable are unsecured, bears interest ranging from 6% - 12% per annum and have maturity dates ranging from December 31, 2024 to December 27, 2026.

 

As at June 30, 2026 $43,541 (December 31, 2025 – $24,000) in shares were owed to an officer of the Company.

 

25
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

18. General and Administrative

 

  For the six months ended 
  June 30, 2026   June 30, 2025 
    $    $ 
Salaries, consulting and compensation   789,600    497,965 
Professional fees   262,831    185,003 
Investor relations   113,198    9,250 
Office   128,324    64,154 
Advertising   43,680    44,967 
Filing and transfer fees   54,116    16,874 
Travel   21,686    21,825 
Bank charges and other   3,845    3,246 
    1,417,280    843,284 

 

19. Segmented Information

 

During the six months ended June 30, 2026 and 2025, the Company’s operations were in the resource industry in Turkey with head offices in Canada and a satellite office in Sofia, Bulgaria.

 

  Canada   Turkey   Bulgaria   Total 
   $    $    $    $ 
Six months ended June 30, 2026                    
Finance cost   (470,415)           (470,415)
Depreciation   (4,126)           (4,126)
Stock-based compensation   (4,466)           (4,466)
Gain on debt settlement   3,695            3,695 
Gain on net monetary position       9,089        9,089 
Gain on debt extinguishment   7,927,913            7,927,913 
Fair value loss on remeasurement of convertible debenture   (212,435)           (212,435)
Net loss from discontinued operations       (725,301)       (725,301)
Net income (loss) from continuing operations   5,724,143    (48,488)       5,675,655 
As at June 30, 2026                    
Non-current assets   12,512    507,842        520,354 

 

  Canada   Turkey   Bulgaria   Total 
   $    $    $    $ 
Six months ended June 30, 2025                    
Finance cost   (1,301,045)           (1,301,045)
Depreciation   (4,034)           (4,034)
Stock-based compensation   (16,959)           (16,959)
Gain on debt settlement   230,880            230,880 
Net income from discontinued operations       3,376,309        3,376,309 
Net loss from continuing operations   (1,739,740)           (1,739,740)
As at December 31, 2025                    
Non-current assets   17,125    1,870,843        1,887,968 

 

26
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

20. Capital Management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to support its business plan, as well as to ensure that the Company is able to meet its financial obligations as they become due. The Company considers its capital for this purpose to be its stockholders’ equity. As at June 30, 2026, the Company is in a stockholders’ deficiency position of $8,345,371 (December 31, 2025 – stockholders’ deficiency position of $38,897,470).

 

The basis for the Company’s capital structure is dependent on the Company’s expected business growth and changes in business environment. To maintain or adjust the capital structure, the Company may issue new shares through private placement, incur debt or return capital to members.

 

The Company is dependent upon external financings to fund activities. In order to carry future projects and pay administrative costs, the Company will utilize its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements.

 

21. Financial Instruments and Risk Management

 

The Company is exposed, through its operations, to the following financial risks:

 

a)Market risk
b)Credit risk
c)Liquidity risk

 

The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these condensed consolidated interim financial statements.

 

There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, polices and processes for managing those risks or the methods used to measure them from previous reported periods unless otherwise stated in the note. The overall objective of management is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are set out below.

 

a)Market risk

 

Market risk is the risk of loss that may arise from changes in market factors such as foreign currency exchange, interest rates and equity price risk.

 

Foreign currency risk:

 

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company and its subsidiaries are exposed to currency risk as it has transactions denominated in currencies that are different from their functional currencies. The Company does not hedge its exposure to fluctuations in foreign exchange rates.

 

27
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

21. Financial Instruments and Risk Management (continued)

 

As at June 30, 2026 and December 31, 2025, significant foreign exchange currency exposure on its financial instruments, expressed in USD was as follows:

  June 30, 2026   December 31, 2025 
    $    $ 
Cash and cash equivalents   316,018    396,859 
Accounts receivable       21,558 
Accounts payable   (349,097)   (5,211,836)
Loans payable   (3,621,000)   (3,461,250)
Total   (3,654,079)   (8,254,669)


 

If the CAD strengthened or weakened against the USD by 10% the exchange rate fluctuation would impact net loss from continuing operations by $366,618 at June 30, 2026. If the Turkish Lira strengthened or weakened against the USD by 10% the exchange rate fluctuation would impact net loss from continuing operations by $1,210, at June 30, 2026.

 

Interest rate risk:

 

Interest rate risk is the risk that future cash flows will fluctuate because of changes in market interest rates. The interest earned on cash is insignificant and the Company does not rely on interest income to fund its operations. The Company does not have significant debt facilities with variable interest rates and is therefore not exposed to interest rate risk.

 

Other price risk:

 

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company does not hold equity investments in other entities and therefore is not exposed to a significant risk.

 

b)Credit risk

 

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

 

The Company is subject to credit risk on its cash and cash equivalents and amounts receivable which consists primarily of trade receivables and notes and amounts receivable for equity issued. The Company limits its exposure to credit loss on cash and cash equivalents by placing its cash with a high-quality financial institution. Exposure to credit loss notes and amounts receivable for equity issued is limited by entering into these types of transactions with related parties and entities that are well known to the Company.

 

The Company only has two customers. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. One of the customers is the largest oil refinery in Turkey. The other customer provides letters of credit to be used by the Company in the event of default. As at June 30, 2026 all of the Company’s trade receivables are current (< 30 days outstanding).

 

The Company’s maximum credit exposure is $487,747 (December 31, 2025 – $1,147,456).

 

28
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

21. Financial Instruments and Risk Management (continued)

 

c)Liquidity risk

 

Liquidity risk arises from the Company’s general and capital financing needs. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial assets and liabilities, when feasible. The Company anticipates increases in revenue in future periods resulting from the completion of an additional well subsequent to the period end. Historically, the Company’s sources of funding has been through equity and debt financings. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.

 

The table below summarizes the maturity profile of the Company’s undiscounted contractual cashflows:

 

As at June 30, 2026  Less than 1 year   1 – 2 years   Later than 2 years   Total 
Accounts payable and accrued liabilities   1,368,605            1,368,605 
Loans payable   3,823,573            3,823,573 
Convertible debt   12,027,799            12,027,799 
    17,219,977            17,219,977 

 

As at December 31, 2025  Less than 1 year   1 – 2 years   Later than 2 years   Total 
Accounts payable and accrued liabilities   18,792,482            18,792,482 
Loans payable   4,972,059            4,972,059 
Convertible debt   11,823,815            11,823,815 
    35,588,356            35,588,356 

 

22. Commitments and Contingencies

 

TR1 Master Fund loans

 

The Company has filed claims in connection with ongoing receivership proceedings against certain Traynor Ridge Capital entities (Note 10), alleging that improper and unlawful trading activities in the Company’s securities caused a significant decline in its share price and resulted in substantial financial losses, including impairment of a planned equity financing. The Company is seeking damages of up to $25 million per respondent on a joint and several basis. A threshold hearing is scheduled to determine whether the claims disclose a valid cause of action. At this stage, the outcome of the proceedings is uncertain, and no amounts have been recognized in the consolidated financial statements. The Company is seeking to offset any amounts outstanding under the TR1 Master Fund loans (Note 10) against damages claimed by the Company.

 

Close-out Fund

 

The Company’s subsidiary PPE Turkey, committed to contribute to the Close-Out Fund (Note 12) where it has deposited 10% of natural gas revenue from the SASB project into the Close-Out Fund until an amount agreed to by both parties is attained. PPE Turkey did not meet its commitment since the beginning of 2025 and as a result its contribution to the Close-Out Fund is short by approximately $33,000. PPE Turkey was disposed of in April 2026 (Note 3).

 

29
 

 

DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

22. Commitments and Contingencies (continued)

 

Arbitration

 

The Company through its’ former subsidiary PPE Turkey has advanced arbitration against an offshore drilling rig contractor for $20.3 million for gross negligent and breach of contact involving health and safety issues during the prior year drilling program resulting in loss and damages to Company (the “Trillion Losses”). Liability is not admitted, the litigation is at the inception, and thus, legal counsel has advised that it is too soon to predict the outcome or the quantum of damages that will be assessed. In accordance with guidance for contingent assets and liabilities, no provision for any potential recovery of the Trillion Losses will be made until recovery is virtually certain. If the Company’s claim is successful, the award will exceed the amount, if any, that is payable to the drilling contractor in its claim.

 

The Company’s former subsidiary PPE Turkey is defending an action brought by the same drilling contractor in Europe to which it has advanced an arbitration claim, for drilling services seeking $3 million. This amount has fully been recorded in accounts payable in accordance with guidance as there is significant uncertainty as to the outcome of the arbitration. PPE Turkey was disposed of in April 2026 (Note 3).

 

Third party liability claim

 

As at December 31, 2024, the Company included in accounts payable and accrued liabilities a potential liability for an invoice in the amount of $144,247, issued to a 3rd party with whom the Company previously had a farm-in arrangement. The vendor is claiming that the Company is liable given the previous relationship. As at December 31, 2025, the Company included in accounts payable and accrued liabilities an additional $1,880,855 related to additional claims for invoices issued to the 3rd party. The claims and related accruals were held within PPE Turkey that was disposed of in April 2026 (Note 3). The Company disputes the asserted claims, and the ultimate resolution of these matters remains uncertain.

 

Dispute with former employees

 

The Company has filed claims against, and has received counter claims from former employees of PPE Turkey which was disposed of in April 2026 (Note 3). Management believes the claims against the Company are without merit. Accordingly, no provision has been recognized as at period end. The ultimate outcome of the proceedings cannot presently be determined.

 

M47 Block work program

 

In connection with the earn-in for a 29% working interest in the M47 Block in Turkey (Note 8), the Company is committed to a total investment of $15,000,000, of which $9,500,000 is payable in respect of the 2026 work program and $5,500,000 in respect of the 2027 work program. The Company is also required to bear 80% of the cost of the next two exploration wells on the block and certain seismic costs. The Company’s entitlement to the working interest is conditional on it meeting these funding commitments.

 

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DUNE OIL CORP. (formerly Trillion Energy International Inc.)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026 and 2025

(Expressed in U.S. dollars)

(Unaudited)

 

23. Subsequent Events

 

Debt settlement

 

On August 25, 2026, the Company issued 133,333 units at CAD0.15 to settle CAD20,000 of debt. Each unit consists of one common share in the capital of the Company and one half of one common share purchase warrant. Each whole warrant is exercisable at CAD0.25 and shall be exercisable for a period of one (1) year from the date of issue.

 

Unit issuance

 

On August 25, 2026 the Company issued 1,266,667 units for gross proceeds of CAD190,000. Each unit consists of one common share in the capital of the Company and one half of one common share purchase warrant. Each whole warrant is exercisable at CAD0.25 and shall be exercisable for a period of one (1) year from the date of issue.

 

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