NOTE 6 – RELATED PARTY TRANSACTIONS

Director RSUs – June 19, 2024 Grant

On June 19, 2024, the Board approved the grant of 5,556 RSUs to a newly appointed director. At the time of grant, only 2,528 shares remained available under the Plan; accordingly, 2,500 RSUs were granted immediately at a grant-date fair value of $54.00 per share, and the remaining 3,056 RSUs were granted in the following quarter at a grant-date fair value of $29.88 per share.

As of October 31, 2025, the Company had $37,793 of unrecognized compensation cost related to these awards. During the three and nine months ended July 31, 2026, the Company recognized $0 and $37,793 of stock-based compensation expense, with no unrecognized compensation cost remaining as of July 31, 2026. During the three and nine months ended July 31, 2025, the Company recognized $40,819 and $116,587 of stock-based compensation expense, with $78,613 in unrecognized compensation cost remaining as of July 31, 2025.

Consulting Agreement – Chief Financial Officer

The Company’s prior independent contractor agreement with its Chief Financial Officer expired on December 31, 2025. Effective January 1, 2026, the Company entered into a new independent contractor agreement under which he receives a monthly fee of $15,000 for his services, along with reimbursement of pre-approved expenses incurred in connection with such services upon presentation of reasonably acceptable invoices and receipts. Effective July 1, 2026, the agreement was amended to increase the monthly fee to $17,000.

Consulting Agreement – Stanford Eschner

On August 1, 2025, the Company entered into a consulting agreement with Mr. Stanford Eschner following his resignation as Vice Chairman and director. Under the agreement, Mr. Eschner receives a monthly fee of $4,167 and a one-time grant of 1,667 shares of common stock. During the three and nine months ended July 31, 2026, the Company recognized consulting fees of $0 and $8,334, respectively, with no unrecognized compensation cost remaining as of July 31, 2026.

Loan to Trio Canada

On April 4, 2025, the Company entered into a Loan and Note Purchase Agreement with Trio Canada, issuing a three-year promissory note in the principal amount of $1,131,000 bearing interest at 12% per annum. As of October 31, 2025, $700,665 of the loan proceeds had been utilized, and the remaining unused portion was $430,335.

During the nine months ended July 31, 2026, the Company funded $54,613 of the cash purchase price of the Capital Land asset acquisition on behalf of Trio Canada, representing one half of the CAD $150,000 payable at closing, which amount was added to the Subsidiary Loan, with the remaining half funded directly by Trio Canada. The full CAD $150,000, translated at the nine-month average rate, is presented as $108,312 within capital expenditures for unproved oil and gas properties in the unaudited condensed consolidated statements of cash flows. The Company separately issued 11,581 restricted shares of its common stock valued at $104,227 directly to Capital Land Services Ltd. in satisfaction of the equity portion of the purchase price, and issued restricted common stock valued at $748,649 in satisfaction of the purchase price of the December 2025 Novacor asset acquisition. As of July 31, 2026, the outstanding principal balance of the Subsidiary Loan was $698,376, which amount due is in addition to the outstanding principal due for the fully funded promissory note of $1,131,000.

Executive and Director Compensation

On June 2, 2026, the Compensation Committee approved certain compensation actions for the Company’s Chief Executive Officer, Chief Financial Officer and non-employee directors. These actions included an increase in the Chief Executive Officer’s annual base salary from $400,000 to $600,000, effective June 1, 2026; an increase in his maximum annual bonus opportunity from 100% to 200% of base salary; a one-time cash bonus of $300,000 to the Chief Executive Officer; a 15% increase in non-employee director cash compensation, increasing the annual cash retainer from $50,000 to $57,500 and the committee fee from $10,000 to $11,500 per committee; and one-time restricted share grants to the officers and directors totaling 366,667 shares under the Company’s 2022 Equity Incentive Plan, in each case vesting upon issuance.

The Company established a grant date of June 2, 2026 for the 366,667 restricted share awards. Because the awards vest upon issuance, the Company recognized the full grant-date fair value as stock-based compensation expense during the three and nine months ended July 31, 2026. The awards were measured using the closing price of the Company’s common stock on June 2, 2026 of $3.42 per share, resulting in stock-based compensation expense of $1,254,000, of which $570,000 related to the Chief Executive Officer, $76,000 related to the Chief Financial Officer, and $608,000 related to the non-employee directors. As of July 31, 2026, none of these 366,667 shares had been issued. See Note 9 - Stockholders’ Equity for additional information.

The Company accrued a $300,000 cash bonus payable to the Chief Executive Officer as of July 31, 2026. The bonus related to services rendered through July 31, 2026, the amount was fixed and determinable, and payment was probable. The bonus remained unpaid as of the date of these unaudited condensed consolidated financial statements and is payable at such time as directed by Mr. Ross.