NOTE 9 – STOCKHOLDERS’ EQUITY

Common Shares

The Company is authorized to issue 160,000,000 shares, consisting of 150,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of July 31, 2026, the Company had 5,323,926 shares of common stock issued and outstanding; as of October 31, 2025, the Company had 1,005,295 shares of common stock issued and outstanding.

Consultant Issuances

On January 1, 2026, the Company issued 5,556 shares of common stock to a consultant as payment for services to be provided from January 1, 2026 through June 30, 2026. The shares were valued at $7.37 per share, resulting in total compensation of $40,950.

Because the shares were issued in advance of the service period, the Company is recognizing expense on a straight-line basis over the six-month term of the agreement. For the three and nine months ended July 31, 2026, the Company recognized $13,801 and $40,950, respectively, of share-based consulting expense within general and administrative expense, and no amount remains as prepaid consulting fees as of July 31, 2026.

On July 1, 2026, the Company renewed its consulting agreement with the same consultant for a twelve-month term, providing for a monthly cash fee of $5,000 and a one-time grant of 16,667 shares of common stock, as approved by the Board by unanimous written consent dated June 26, 2026. The 16,667 shares were valued at the $2.76 closing price of the Company’s common stock on July 1, 2026, for a total grant-date value of $45,960, recognized on a straight-line basis over the twelve-month term. For the three and nine months ended July 31, 2026, the Company recognized $3,903 of share-based consulting expense within general and administrative expense, with $42,057 recorded as prepaid consulting fees as of July 31, 2026. As of July 31, 2026, the 16,667 shares had not been issued.

Issuances to Executives and Directors

On June 2, 2026, the Compensation Committee approved one-time restricted share grants to the Company’s executives and directors totaling 366,667 shares under the Plan, each vesting upon issuance. The Company established a grant date of June 2, 2026 and recognized the full grant-date fair value of $1,254,000 (366,667 shares at the $3.42 closing price on June 2, 2026) as stock-based compensation expense during the three and nine months ended July 31, 2026. As of July 31, 2026, none of these shares had been issued. See Note 6 - Related Party Transactions.

Debt Conversions

During the three and nine months ended July 31, 2026, the Company issued 0 and 114,060 shares of common stock, respectively, to investors upon conversion of principal under the August 2025 convertible promissory notes. The shares were issued at fair values between $3.60 and $6.75 per share, for total values of $0 and $714,517 for the three and nine months ended July 31, 2026, respectively.

The fair value of the shares issued exceeded the principal amounts settled, resulting in losses on conversion for the three and nine months ended July 31, 2026 of $0 and $84,517, respectively, which were recognized in the unaudited condensed consolidated statement of operations. In addition, principal amounts converted exceeded the principal balance recorded as outstanding by approximately $5,000 during the nine months ended July 31, 2026, which the Company recognized as a loss on extinguishment of liabilities. See Note 8 – Notes Payable.

Asset Acquisition Issuances

During the nine months ended July 31, 2026, the Company issued shares of common stock as consideration for asset acquisitions completed in the first quarter, as previously disclosed in the Company’s Form 10-Q for the period ended January 31, 2026. These issuances related to the Capital Land Acquisition and the December 2025 Novacor Acquisition, and the associated amounts were capitalized as unproved oil and gas properties. There were no additional issuances of common stock for asset acquisitions during the three months ended July 31, 2026.

At-the-Market (“ATM”) Offering Program

During the three and nine months ended July 31, 2026, the Company sold 747,487 and 3,860,043 shares, respectively, of common stock under its at-the-market offering program, generating gross proceeds of $2,787,543 and $26,994,847. Net proceeds after commissions and offering costs totaled $2,695,359 and $26,020,227, respectively.

Stock-based Compensation – Restricted Shares

During the three and nine months ended July 31, 2026, the Company recognized $1,254,000 and $1,379,962 of stock-based compensation expense, respectively, related to restricted share awards. During the three and nine months ended July 31, 2025, the Company recognized $96,762 and $702,728 of stock-based compensation expense, respectively. The amounts above relate to restricted share awards to executives and directors and are presented in stock-based compensation expense in the unaudited condensed consolidated statements of operations. Share-based awards to consultants are measured at grant-date fair value in accordance with ASC 718 and are recognized within general and administrative expense in the same manner as the cash portion of the related consulting fees.

As of July 31, 2026, 716,932 shares of common stock were authorized for issuance under the Plan, of which 129,181 shares remained available for future grant. As of July 31, 2026, there was no unrecognized compensation cost related to awards granted under the Plan, as all outstanding awards were fully vested.

Settlement of Legal Fees

On March 24, 2026, the Company entered into a Settlement Agreement and Release with McDermott Will & Schulte LLP (“McDermott”) to resolve outstanding legal fees totaling $392,700 for services previously rendered. Pursuant to the Settlement Agreement, the Company issued 49,572 restricted shares of its common stock in full settlement of the liability. The number of shares issued was determined under the Settlement Agreement based on the lower of (i) $9.00 per share or (ii) a 10% discount to the five-day average closing price of the Company’s common stock prior to the agreement date. This share-count formula governed the contractual settlement and did not determine the fair value of the shares for accounting purposes, which was measured separately as described below.

The Company accounted for the transaction as an extinguishment of a liability in accordance with ASC 405-20. The shares issued were measured at their fair value on the issuance date based on the closing price of the Company’s common stock on the NYSE American of $7.65 per share, or $379,227 in the aggregate. Of the total fair value, $5 was recorded as common stock at par value and $379,222 was recorded as additional paid-in capital. The difference between the $392,700 carrying amount of the extinguished liability and the $379,227 fair value of the shares issued resulted in a gain on extinguishment of liabilities of approximately $13,473. This gain is presented within the “(Gain) loss on extinguishment of liabilities” line in the unaudited condensed consolidated statements of operations, net of the approximately $5,000 loss on extinguishment recognized in connection with the convertible note conversions described in Note 8 – Notes Payable, for a net gain on extinguishment of liabilities of $8,473 for the nine months ended July 31, 2026.

In connection with the settlement, the Company agreed to use commercially reasonable efforts to file a resale registration statement on Form S-3 covering the shares issued within 20 days following the issuance date. The Settlement Agreement does not provide for cash penalties or other transfers of consideration in the event of delays in filing or maintaining the effectiveness of the registration statement. Accordingly, no liability has been recorded for these registration obligations.

Write-off of Stock Subscription Receivable

During the three months ended July 31, 2026, the Company wrote off a stock subscription receivable of $10,010 relating to share issuances completed prior to the Company’s initial public offering for which payment was never received and which the Company determined to be uncollectible. The receivable had been presented as a deduction from stockholders’ equity in accordance with SEC Staff Accounting Bulletin Topic 4.E, and the write-off was recorded as a reduction of additional paid-in capital, with no effect on total stockholders’ equity, shares issued and outstanding, results of operations, loss per share, or cash flows.

Warrants

A summary of the warrant activity during the nine months ended July 31, 2026 is presented below:

   SCHEDULE OF WARRANT ACTIVITY 

A summary of the warrant activity during the nine months ended July 31, 2025 is presented below:

A summary of outstanding and exercisable warrants as of July 31, 2026 is presented below:

   SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS 

Stock Options

A summary of option activity during the nine months ended July 31, 2026 is presented below:

 SCHEDULE OF STOCK OPTION ACTIVITY 

A summary of option activity during the nine months ended July 31, 2025 is presented below:

A summary of outstanding and exercisable options as of July 31, 2026 is presented below:

 SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS