Form 8-K

8-K — Trio Petroleum Corp

Accession: 0001493152-26-045044

Filed: 2026-09-30

Period: 2026-09-25

CIK: 0001898766

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

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0001898766

2026-09-25

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): (September 30, 2026) September 25, 2026

Trio

Petroleum Corp

(Exact

name of registrant as specified in its charter)

Delaware

001-41643

87-1968201

(State or other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

One

Park Place, 621 NW 53rd Street Ste 125

Boca

Raton, FL 33487

(713)

273-2271

(Address

and telephone number, including area code, of registrant’s principal executive offices)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of

each class

Trading Symbol(s)

Name of each

exchange on which registered

Common Stock, par value

$0.0001 per share

TPET

NYSE American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry Into a Material Definitive Agreement.

September 25, 2026, Trio Petroleum Canada, Corp. (“Trio Canada”), a wholly owned subsidiary of Trio Petroleum Corp (the “Company”),

entered into a Purchase and Sale Agreement (the “Agreement”), with Marlin Resources Ltd. (“Marlin”), pursuant

to which Trio Canada has agreed to purchase Marlin’s interests in twenty-four oil wells, which includes four producing wells and

twenty shut-in heavy-oil assets, so described in the Agreement (“Assets”) in exchange for a cash fee in the amount of CAD$800,000,

the conveyance by Trio Canada to Marlin of certain assets and interests in agreements held by Trio Canada, and entry into a disposal

agreement pursuant to which Trio Canada will dispose of water produced from wells at certain sites for which Marlin acts as an operator.

The

Agreement was subject to standard satisfaction of closing conditions, including delivery of no interest letters and conveyances to Trio

Canada, and the conveyance by Trio Canada in the assets and interests to Marlin as described above. The foregoing description of the

Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

7.01 Regulation FD

September 30, 2026, the Company issued a press release announcing the signing of the Agreement. A copy of such release is furnished hereto

as Exhibit 99.1.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Exhibit

10.1*

Purchase and Sale Agreement dated September 25, 2026, by and between Trio Petroleum Canada, Corp. and Marlin Resources Ltd.

99.1

Press Release dated September 30, 2026

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a

copy of any omitted exhibit or schedule to the SEC upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Trio Petroleum Corp.

Date: September 30, 2026

By:

/s/ Robin Ross

Name:

Robin Ross

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Purchase

AND Sale Agreement

(Marlin

to Trio TRANSACTION)

THIS

PURCHASE AND SALE AGREEMENT (the “Head Agreement”) is dated for reference as of the 25th day of September,

2026 (the “Agreement Date”).

BETWEEN:

MARLIN

RESOURCES LTD.

(the “Vendor”, or the “Transferor”);

AND

TRIO

PETROLEUM CANADA, CORP.

(the “Purchaser” or the “Transferee”).

RECITALS

WHEREAS

the Vendor wishes to sell, and the Purchaser wishes to purchase, the Vendor’s entire interest in and to the Assets from the Vendor,

subject to and in accordance with this Head Agreement.

AND

WHEREAS concurrent with the execution and delivery hereof the Parties have entered into: (a) that certain purchase and sale agreement

of even date between Trio Petroleum Canada, Corp., as the vendor, and Marlin Resources Ltd., as the purchaser (the “Trio to

Marlin PSA”); and (b) that certain production fluid disposal agreement between Trio Petroleum Canada, Corp., as the operator,

and Marlin Resources Ltd., as the producer (the “Disposal Agreement”), pursuant to which the Purchaser shall satisfy

a portion of the Purchase Price.

AGREEMENT

NOW

THEREFORE in consideration of the promises and covenants set forth herein, and other good and valuable consideration, the receipt

and sufficiency of which are hereby confirmed, the Parties agree as follows:

Definitions.

Each capitalized term used in this Agreement will have the meaning given to it in the Property Transfer Procedure. In addition:

(a)

“Effective

Date” means 8:00 a.m. on September 1, 2026.

(b)

“Property Transfer

Procedure” means the 2017 CAPL Property Transfer Procedure, together with those specific elections and amendments indicated

in Schedule “B”.

(c)

“Scheduled Closing

Date” means 10:00 am on September 25, 2026.

Schedules.

The following Schedules are attached hereto and made part of this Head Agreement:

(a)

Schedule “A”,

which describes the Assets and includes the Land Schedule (including Lands, Leases, Petroleum and Natural Gas Rights and the Permitted

Encumbrances), Wells, Units, Pipelines, Facilities, and Excluded Assets;

(b)

Schedule “B”,

which describes the specific elections, modifications, and amendments to the Property Transfer Procedure;

(c)

Schedule “C”,

which is the form of Officer’s Certificate; and

(d)

Schedule “D”,

which is the form of the General Conveyance.

Subject

to the elections, modifications, and amendments identified in this Head Agreement and in Schedule “B”, the Property Transfer

Procedure is incorporated by reference into this Head Agreement.

Page 1 of 14

Marlin to Trio – Purchase and Sale Agreement

Purchase and

Sale.

(a)

The Purchaser

agrees to purchase the Vendor’s entire interest in and to the Assets from the Vendor, and the Vendor agrees to sell its entire

interest in and to the Assets to the Purchaser, on the terms and conditions set forth in this Agreement, including the Schedules

hereto.

(b)

At Closing the Base Purchase

Price shall be satisfied by the Purchaser as follows:

(i)

tendering to the

Vendor a cash consideration of CAD$800,000.00;

(ii)

the concurrent closing of

the transaction contemplated by the Trio to Marlin PSA; and

(iii)

the execution and delivery

of the Disposal Agreement.

Additional

Conditions. The following additional conditions precedent are included for the benefit of the Purchaser and the Vendor under

Paragraph 10.01 of the Property Transfer Procedure:

(a)

No Interest

Letters. The Vendor shall have delivered to the Purchaser No Interest Letters from Production Lending, LLC, and from Lycos Energy

Inc., in form and content satisfactory to the Purchaser, acting reasonably.

(b)

Closing of Trio to Marlin

Transaction. The transaction contemplated by the Trio to Marlin PSA shall have closed concurrent with the Closing.

(c)

Delivery of Disposal

Agreement. The Parties shall have executed and delivered the Disposal Agreement concurrent with the execution and delivery hereof.

(d)

Specific Conveyances.

The Specific Conveyances to be prepared and delivered by the Vendor at Closing shall include:

(i)

Assignment Agreement

for Mineral Tenures.

(ii)

Pooling Agreement.

(iii)

Assignment Agreement for Surface

Tenures.

(iv)

Notice of Assignment for Joint

Operating Agreement (C0063).

(v)

Notice of Assignments for

Royalty Agreements (C0072, C0075, C0076, C0077 and C0078).

(vi)

Transfer of Fee Mines and

Minerals (049-24-W3M: W½ & SE¼ of Sec. 08).

(vii)

Transfer of Caveats (Mineral).

(viii)

Transfer of Caveats (Surface).

Counterpart

Execution. This Head Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and

all of which together shall constitute one agreement. Delivery of a facsimile or portable document format copy of an executed counterpart

of this Head Agreement shall be as legally effective as delivery of an original, and if each Party delivers either an original, a

facsimile or portable document format copy of a counterpart of this Head Agreement executed by it, this Head Agreement shall be valid

and binding.

Page 2 of 14

Marlin to Trio – Purchase and Sale Agreement

WITNESS WHEREOF the Parties have executed and delivered this Head Agreement on the dates indicated below.

The Vendor MARLIN

The Purchaser TRIO

RESOURCES LTD.

PETROLEUM CANADA, CORP.

/s/ Bruce Curlock

/s/ Robin Ross

Per:

Bruce Curlock, President

Per:

Robin Ross, President & CEO

Date:

September 25, 2026

Date:

September 25 ,2026

Page 3 of 14

Marlin to Trio – Purchase and Sale Agreement

schedule

“a”

ASSETS

Page 4 of 14

Marlin to Trio – Purchase and Sale Agreement

SCHEDULE

“B”

PROPERTY TRANSFER PROCEDURE ELECTIONS, MODIFICATIONS AND AMENDMENTS

Page 5 of 14

Marlin to Trio – Purchase and Sale Agreement

schedule

“C”

OFFICER’S

CERTIFICATE

Page 6 of 14

Marlin to Trio – Purchase and Sale Agreement

SCHEDULE

“D”

GENERAL

CONVEYANCE

(MARLIN

TO TRIO TRANSACTION)

Page 7 of 14

Marlin to Trio – Purchase and Sale Agreement

Purchase

AND Sale Agreement

(TRIO

TO Marlin TRANSACTION)

THIS

PURCHASE AND SALE AGREEMENT (the “Head Agreement”) is dated for reference as of the 25th day of September,

2026 (the “Agreement Date”).

BETWEEN:

TRIO

PETROLEUM CANADA, CORP.

(the “Vendor”, or the “Transferor”);

AND

MARLIN

RESOURCES LTD.

(the “Purchaser” or the “Transferee”).

RECITALS

WHEREAS

the Vendor wishes to sell, and the Purchaser wishes to purchase, the Vendor’s entire interest in and to the Assets from the Vendor,

subject to and in accordance with this Head Agreement.

AND

WHEREAS concurrent with the execution and delivery hereof the Parties have entered into: (a) that certain purchase and sale agreement

of even date between Marlin Resources Ltd., as the vendor, and Trio Petroleum Canada, Corp., as the purchaser (the “Marlin to

Trio PSA”); and (b) that certain production fluid disposal agreement between Trio Petroleum Canada, Corp., as the operator,

and Marlin Resources Ltd., as the producer (the “Disposal Agreement”).

AGREEMENT

NOW

THEREFORE in consideration of the promises and covenants set forth herein, and other good and valuable consideration, the receipt

and sufficiency of which are hereby confirmed, the Parties agree as follows:

Definitions.

Each capitalized term used in this Agreement will have the meaning given to it in the Property Transfer Procedure. In addition:

(a)

“Effective

Date” means 8:00 a.m. on September 1, 2026.

(b)

“Property Transfer

Procedure” means the 2017 CAPL Property Transfer Procedure, together with those specific elections and amendments indicated

in Schedule “B”.

(c)

“Scheduled Closing

Date” means 10:00 am on September 25, 2026.

Schedules.

The following Schedules are attached hereto and made part of this Head Agreement:

(a)

Schedule “A”,

which describes the Assets and includes the Land Schedule (including Lands, Leases, Petroleum and Natural Gas Rights and the Permitted

Encumbrances), Wells, Units, Pipelines, Facilities, and Excluded Assets;

(b)

Schedule “B”,

which describes the specific elections, modifications, and amendments to the Property Transfer Procedure;

(c)

Schedule “C”,

which is the form of Officer’s Certificate; and

(d)

Schedule “D”,

which is the form of the General Conveyance.

Subject

to the elections, modifications, and amendments identified in this Head Agreement and in Schedule “B”, the Property Transfer

Procedure is incorporated by reference into this Head Agreement.

Page 8 of 14

Marlin to Trio – Purchase and Sale Agreement

Purchase and

Sale.

(a)

The Purchaser

agrees to purchase the Vendor’s entire interest in and to the Assets from the Vendor, and the Vendor agrees to sell its entire

interest in and to the Assets to the Purchaser, on the terms and conditions set forth in this Agreement, including the Schedules

hereto.

(b)

At Closing the Base Purchase

Price shall be satisfied by the Purchaser as follows:

(i)

the concurrent

closing of the transaction contemplated by the Marlin to Trio PSA; and

(ii)

the execution and delivery

of the Disposal Agreement.

Additional

Conditions. The following additional conditions precedent are included for the benefit of the Purchaser and the Vendor under

Paragraph 10.01 of the Property Transfer Procedure:

(a)

Closing

of Marlin to Trio Transaction. The transaction contemplated by the Marlin to Trio PSA shall have closed concurrent with the Closing.

(b)

Delivery of Disposal

Agreement. The Parties shall have executed and delivered the Disposal Agreement concurrent with the execution and delivery hereof.

(c)

Specific Conveyances.

The Specific Conveyances to be prepared and delivered by the Vendor at Closing shall include:

(i)

Transfer of

Well License and Facility License.

(ii)

Assignment of Lease of

Space LS00067.

(iii)

Assignment of Surface Lease

and Surface Registration.

(iv)

Assignment and Novation

Agreement for Disposed Volume Revenue Interest Agreement dated April 1, 2026.

10.

Counterpart

Execution. This Head Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and

all of which together shall constitute one agreement. Delivery of a facsimile or portable document format copy of an executed counterpart

of this Head Agreement shall be as legally effective as delivery of an original, and if each Party delivers either an original, a

facsimile or portable document format copy of a counterpart of this Head Agreement executed by it, this Head Agreement shall be valid

and binding.

Page 9 of 14

Marlin to Trio – Purchase and Sale Agreement

WITNESS WHEREOF the Parties have executed and delivered this Head Agreement on the dates indicated below.

The

Vendor TRIO PETROLEUM CANADA, CORP.

The

Purchaser MARLIN RESOURCES LTD.

/s/

Robin Ross

/s/

Bruce Curlock

Per:

Robin

Ross, President & CEO

Per:

Bruce

Curlock, President

Date:

September

25, 2026

Date:

September

25, 2026

Page 10 of 14

Marlin to Trio – Purchase and Sale Agreement

schedule

“a”

ASSETS

Page 11 of 14

Marlin to Trio – Purchase and Sale Agreement

SCHEDULE

“B”

PROPERTY TRANSFER PROCEDURE ELECTIONS, MODIFICATIONS AND AMENDMENTS

Page 12 of 14

Marlin to Trio – Purchase and Sale Agreement

schedule

“C”

OFFICER’S

CERTIFICATE

Page 13 of 14

Marlin to Trio – Purchase and Sale Agreement

SCHEDULE

“D”

GENERAL

CONVEYANCE

(TRIO

TO MARLIN TRANSACTION)

Page 14 of 14

Marlin to Trio – Purchase and Sale Agreement

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

TRIO

PETROLEUM ANNOUNCES LLOYDMINSTER ACQUISITION WITH

CUMMINGS MULTILATERAL OIL WELL AND

WORKOVER PRODUCTION GROWTH OPPORTUNITY

Boca

Raton, Florida. - September 30, 2026 - Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”),

today announced the acquisition by its Canadian subsidiary of 24 oil wells, with 4 producing and 20 shut-in

heavy-oil assets, from Marlin Resources Ltd. (“Marlin”), an active operator in Saskatchewan’s Lloydminster region.

The

acquisition would combine approximately 37 barrels of oil per day (“BOPD”) of current production with identified existing-well

workover upside, a significant new multilateral drilling opportunity and strategically positioned disposal infrastructure. This transaction

represents another achievement in Trio’s strategy to build a substantially larger Canadian oil and gas business.

Cummings

Multilateral plus Existing Well Workover Growth Opportunity

central development opportunity within the Marlin acquisition is a proposed Cummings multilateral well on the N/2 of Section 9-48-23W3.

The proposed well would use multiple horizontal branches from a single surface location to access approximately 4,000 meters of target

Cummings reservoir. Trio estimates a CDN$1.2 million drilling and development budget which includes drilling, completion and equipping

the well for production. Nearby, a Cummings multilateral development by Canadian

Natural Resources (“CNRL”) and other operators support the broader development concept as similar

Cummings wells are producing approximately 375 BOPD, thereby supporting adding a major drilling component to the production upside identified

in the existing well inventory. In addition, Trio has budgeted a CDN$425,000 workover, reactivation and recompletion program targeting

additional production.

Terms

As consideration of the 24 wells, Trio is paying CDN$800,000 in cash and

transferring to Marlin an underutilized water disposal asset. The cash purchase price and anticipated development and workover expenses

will be funded from Trio’s cash on hand.

Strategic

Water Disposal Facility

part of the transaction, Trio is acquiring a water disposal facility that is better located to support Trio’s existing wells, the

acquired wells and future development. The improved location is expected to reduce water-hauling distances and disposal costs while creating

opportunities for third-party water-disposal and associated skim-oil revenue.

Robin

Ross, Chairman and Chief Executive Officer of Trio Petroleum Corp, stated “We expect this transaction to be far more than the production

being acquired today. The existing-well workover program provides a defined path intended to materially increase production, while the

Cummings multilateral well adds a significant new drilling opportunity on the acquired lands. Based on current production, we estimate

the purchase price per flowing barrel represents a discount to the average market price for comparable producing assets. This acquisition

represents another important step in growing Trio’s Canadian asset base.”

ABOUT

TRIO PETROLEUM CORP

Trio

Petroleum Corp (NYSE American: TPET) is an independent oil and gas company focused on the acquisition, development and optimization

of oil and gas properties in North America. The Company’s strategy is centered on acquiring producing assets at attractive valuations,

optimizing existing production and identifying opportunities to develop additional production through drilling and other development

activities.

Cautionary

Note Regarding Forward-Looking Statements

All

statements in this press release of Trio and its representatives and partners that are not based on historical fact are “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular,

when used in this press release, the words “estimates,” “believes,” “hopes,” “expects,”

“intends,” “on-track”, “plans,” “anticipates,” “aim,” “goal,”

or “may,” derivations of such words, and similar conditional expressions are intended to identify forward-looking statements

within the meaning of the Acts and are subject to the safe harbor created by the Acts, although not all forward-looking statements are

denoted by such words. Any statements made in this press release other than those of historical fact, about an action, event or development,

are forward-looking statements. In this press release, forward-looking statements relate, among other things, to the anticipated operational

and financial benefits to Trio of its new acquisition of the assets from Marlin as described herein, as well as Trio’s growth plans

and strategies in general. While management has based any forward-looking statements contained herein on its current expectations, the

information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning

future events and are subject to a number of significant risks, uncertainties, and other factors, many of which are outside of the Trio’s

control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other

factors include, but are not necessarily limited to, those set forth in the Risk Factors sections of the Trio reports filed with the

Securities and Exchange Commission (SEC). Copies of such documents are available on the SEC’s website, www.sec.gov and on Trio’s

website at https://ir.trio-petroleum.com/sec-filings/. Accordingly, readers should not place undue reliance on any forward-looking statements.

Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required

by law.

Investor

Relations Contact:

Redwood

Empire Financial Communications

Michael

Bayes 404 809-4172

michael@redwoodefc.com

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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