NATURE OF THE ORGANIZATION AND BUSINESS |
9 Months Ended |
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Jul. 31, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Company Overview
Trio Petroleum Corp (“Trio Petroleum,” the “Company,” or “TPET”) is a Delaware-incorporated oil and gas exploration and development company headquartered in Boca Raton, Florida. The Company focuses on acquiring, financing, and operating oil and gas projects in the United States and Canada. Its current portfolio includes the South Salinas Project in Monterey County, California, the PR Spring Project in Uintah County, Utah, heavy-oil assets in the Lloydminster region of Saskatchewan, Canada, and petroleum and natural gas interests in the County of Vermilion River, Alberta, Canada.
Nature of Operations
The Company commenced revenue-generating operations in February 2024 at the McCool Ranch Oil Field in California. Operations at McCool Ranch were discontinued in May 2025 when the Company elected to terminate the related leases, and all capitalized costs of $500,614 were written off. Revenues from the Company’s Saskatchewan assets, acquired through transactions with Novacor Exploration Ltd. (“Novacor”) in April 2025 and December 2025, continued through the nine months ended July 31, 2026. In May 2026 two wells located in the County of Vermilion River, Alberta, acquired as part of the November 2025 Capital Land acquisition (the “Capital Land Acquisition”), commenced production. As of July 31, 2026, the Company’s producing wells were located in Saskatchewan and Alberta.
Operational Focus
The Company continues to shift its operational emphasis toward jurisdictions with more favorable economic conditions, including Utah and Canada, while maintaining its interests in California. The South Salinas Project remains in evaluation status, and no proved reserves have been established as of July 31, 2026.
Canadian Operations and Recent Acquisitions
Trio Petroleum Canada Corp (“Trio Canada”), a wholly owned subsidiary of the Company formed in March 2025, holds the Company’s Canadian assets. During the first quarter of fiscal 2026, Trio Canada completed two additional acquisitions of oil and gas assets in Canada. On November 3, 2025, the Company acquired certain unproved petroleum and natural gas lease rights in Alberta for cash and common stock consideration. On December 30, 2025, the Company acquired additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region, with consideration paid in common stock. Both transactions are being accounted for as asset acquisitions under ASC 805-50, and the acquired assets have been recorded as unproved oil and gas properties.
Equity Offering
On January 9, 2026, the Company entered into an At Market Issuance Sales Agreement (“ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), permitting the sale of shares of its common stock from time to time. During the nine months ended July 31, 2026, the Company continued to utilize the ATM program and, through July 8, 2026, sold an aggregate of shares of common stock for total gross proceeds of $26,994,847. Ladenburg is entitled to compensation of up to 3.0 percent of the gross proceeds from each sale. The Company intends to use the proceeds from the ATM program to fund ongoing operations, development activities, and general corporate purposes.
Reverse Stock Split
On August 28, 2026, the Company effected a one-for-nine reverse stock split of its issued and outstanding shares of common stock. As a result of the Reverse Stock Split, every nine shares of the Company’s issued and outstanding common stock were combined into one share of common stock, without any change to the par value of $ per share or to the number of authorized shares of common stock or preferred stock. No fractional shares were issued as a result of the Reverse Stock Split, and stockholders otherwise entitled to a fractional share received a cash payment based upon cash-in-lieu rate of $ per share in lieu of that fractional share. All share and per-share amounts, including shares of common stock outstanding, weighted-average shares outstanding, net loss per share, and the number of shares underlying, and the exercise or conversion prices of, the Company’s outstanding warrants, stock options, and convertible instruments, have been retroactively adjusted in these unaudited condensed consolidated financial statements and the accompanying notes to give effect to the Reverse Stock Split for all periods presented. See Note 10 – Subsequent Events for additional information.
Emerging Growth Company
The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and has elected to use the extended transition period for adopting new or revised accounting standards.
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