Form 8-K
8-K — Trio Petroleum Corp
Accession: 0001493152-26-043485
Filed: 2026-09-21
Period: 2026-09-17
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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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): (September 21, 2026) September
17, 2026
Trio
Petroleum Corp
(Exact
name of registrant as specified in its charter)
Delaware
001-41643
87-1968201
(State
or other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(IRS
Employer
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 ☒
If
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.
On
September 17, 2026, Trio Petroleum Canada, Corp. (“Trio Canada”), a wholly owned subsidiary of Trio Petroleum Corp (the “Company”),
entered into a Farmout Agreement (the “Agreement”), with Croverro Energy Ltd. (“Croverro”), pursuant to which
Croverro has granted to Trio Canada the right to earn working interests in the petroleum and natural gas rights within certain properties
in Alberta and Saskatchewan so described in the Agreement (“Farmout Lands”), through the funding by Trio Canada of up to
seven earning programs (“Earning Programs”), with each such Earning Program intended to drill and equip two test wells within
areas chosen by Trio Canada and Croverro on the Farmout Lands. Croverro will provide notice to Trio Canada regarding the first such Earning
Program by October 1, 2026 (the “Initial Earning Program”), and if Trio Canada so chooses to participate in such Earning
Program, Trio Canada will provide Croverrio with a prospect fee in the amount of $450,000 (“Prospect Fee”), or, if Trio Canada
chooses not to participate, the Agreement will be deemed to be terminated in accordance with its terms.
After
the completion of the Initial Earning Program, Trio Canada will have the option participate in up to an additional six Earning Programs.
Trio Canada will be given the option to participate in each such subsequent Earning Program, and if at any time Trio Canada chooses not
to participate in any such Earning Program, Croverro will no longer have an obligation to offer Trio Canada the option to participate
in any further Earning Programs (subject to certain exceptions as noted in the Agreement). In the event Trio Canada does not participate
in all seven potential Earning Programs, Croverro will reimburse Trio Canada a pro rata share of the Prospect Fee for any Earning Programs
Trio Canada did not participate. In connection with each Earning Program, Croverro will act as the initial operator for operating procedures
applicable to each such Farmout Lands, however Trio Canada will be permitted to take over such operatorship in the case of a change of
control or termination of key personnel at Croverro.
For
each Earning Program for which Trio Canada shall participate, Trio Canada will be obligated to pay 100% of the drilling, completion and
equipping costs for such Earning Program (the “Earning Costs”). Upon completion of each Earning Program, Trio Canada will
then be entitled to 80% of Croverro’s pre-earning work interests of such Farmout Lands, including the test wells therein, until
the Earning Costs have been repaid, at which such time Trio Canada’s percentage will be decreased to 60% of such pre-earning work
interests (subject to the specific ownership and participation terms applicable to each project).
The
Agreement contains standard covenants and rights of the parties, including for certain “tag-along” rights, in the case either
party receives an offer from a third party to acquire their interest in the Agreement or in the Farmout Lands, and rights to areas of
mutual interest in the proximity to the Farmout Lands.
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
On
September 21, 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*
Farmout
Agreement dated September 15, 2026, by and between Trio Petroleum Canada, Corp. and Croverro
Energy Ltd.
99.1
Press Release dated September 21, 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.
2
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 21, 2026
By:
/s/
Robin Ross
Name:
Robin
Ross
Title:
Chief
Executive Officer
3
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
FARMOUT
AGREEMENT
VARIOUS
AREAS ALBERTA & SASKATCHEWAN
THIS
FARMOUT AGREEMENT (the “Agreement”) dated for
reference as of the 17th day of September, 2026.
BETWEEN:
CROVERRO
ENERGY LTD., a corporation having an office in the City of Calgary, Alberta (hereinafter referred to
as “Croverro”);
AND
TRIO
PETROLEUM CANADA, CORP., a corporation having an office in the City of Calgary, Alberta (hereinafter
referred to as “Trio”);
WHEREAS
Croverro has agreed to grant to Trio the right to earn eighty (80%) percent of Croverro’s Pre-Earning
Working Interest on the terms and conditions hereinafter set forth;
NOW
THEREFORE in consideration of the premises and of the covenants and agreements of the Parties, the
Parties agree as follows:
1. Interpretation.
(a) Definitions.
Each capitalized term used in this Agreement will have
the meaning given to it in the Farmout & Royalty Procedure or Operating Procedure, as
applicable, and in addition:
(i) “Agreement”
is as defined above;
(ii) “Area”
means that portion of the Farmout Lands identified in Schedule
“A” under each of the following: Rivercourse Area, Lloyd East Area, Paynton Area,
Hillmond Area, Marshall Area and Lloyd South Area;
(iii) “Earned
Lands” means any Farmout Lands in which Trio
earns an interest pursuant to Clause 2 of this Agreement;
(iv) “Earning
Costs” means collectively the Drilling Costs,
Completion Costs and Equipping Costs in respect of an Earning Program;
(v) “Farmout
Lands” means the lands as set forth in Schedule
“A”, as the same from time to time remain subject to this Agreement;
(vi) “Farmout
& Royalty Procedure” means the 2015 CAPL Farmout
& Royalty Procedure, as incorporated herein, with the elections and amendments as described
in Schedule “B”;
(vii) “Key
Croverro Personnel” means Richard Bennett, Grant
Robertson, Michal Holub and Brent Stone;
(viii) “Operating
Procedure” means the 2015 CAPL Operating Procedure,
as incorporated herein, together with the 1996 PASC Accounting Procedure, with the elections
and amendments as described in Schedule “B” provided that if there is an existing
operating procedure applicable to such Farmout Lands, it shall mean such existing operating
procedure; and
(ix) “Operator”
means Croverro under the Operating Procedure as provided
in Clause 3 of this Agreement.
(b) Schedules.
The following Schedules attached hereto are incorporated
into and made part of this Agreement:
(i) Schedule
“A” which describes the Title Documents, the Farmout Lands and the Pre-Earning
Working Interest and Encumbrances;
(ii) Schedule
“B” which describes the elections and revisions to the 2015 CAPL Farmout &
Royalty Procedure, the 2015 CAPL Operating Procedure and the 1996 PASC Accounting Procedure;
(iii) Schedule
“C” which specifies the type of drilling and other information required to be
supplied by Croverro to Trio pursuant to the 2015 CAPL Farmout & Royalty Procedure (as
modified hereby); and
(iv) Schedule
“D” which specifies the Areas of Mutual Interest.
(c) Incorporation
by Reference. Except as otherwise provided in this Agreement
and subject to the elections and amendments identified in Schedule “B”, the definitions
in the Farmout & Royalty Procedure and in the Operating Procedure, respectively, are
incorporated by reference into this Agreement.
(d) Croverro
Conduct of Earning Operations.
(i) It
is acknowledged and agreed by the Parties that, except as otherwise specifically provided
for herein, the term “Farmor” in the Farmout & Royalty Procedure shall refer
to Croverro, and the term “Farmee” in the Farmout & Royalty Procedure shall
refer to Trio.
(ii) Notwithstanding
anything to the contrary as may be contained in the Farmout & Royalty Procedure, Croverro
shall be responsible for conducting all Operations in respect of the Earning Wells. In that
regard, the Farmout & Royalty Procedure shall, wherever the context requires or permits,
be so interpreted and construed where necessary “Farmee” shall be replaced with
“Farmor” and vice versa, including without limitation, within the following
provisions of the Farmout & Royalty Procedure:
Article
3.00
Test
Well
Article
7.00
Abandonment
of Wells
Article
9.00
Well
Information to the Farmor
Article
14.00
Default
Notwithstanding
the foregoing, in the definition of “Payout”, it shall remain being interpreted
as Trio as the “Farmee” and shall not be construed as the “Farmor”.
(iii) Without
in any way limiting the generality of Article 9.00 (Well Information to Farmor) of the Farmout
& Royalty Procedure (as modified hereby), Croverro agrees to automatically provide to
Trio the type of drilling and other information set out in Schedule “C” hereto
and as provided for in the Farmout & Royalty Procedure.
(iv) The
Farmout & Royalty Procedure shall be applied, mutatis mutandis, as modified in
accordance with the above and in furtherance to the above, subject to the obligation of Trio
to pay 100% of the Earning Costs of the Earning Wells, Clause 11.01 of the Farmout &
Royalty Procedure will apply, mutatis mutandis, to all of Croverro’s activities
and obligations in respect of the Earning Wells, such that and for clarity, subject to any
application of Clause 1(d)(v) of this Agreement to limit Croverro’s responsibility
for Losses and Liabilities, Croverro will, with respect to activities hereunder:
(A) be
liable to Trio for all Losses and Liabilities that Trio may suffer, sustain, pay or incur;
and, in addition
(B) indemnify
and hold harmless Trio, its Affiliates and the respective directors, officers and employees
of Trio and its Affiliates from and against all Losses and Liabilities that may be brought
against or suffered by them or that they may sustain, pay or incur.
(v) Croverro’s
obligation under Clause 11.01 of the Farmout & Royalty Procedure and Clause 1(d)(iv)
of this Agreement will apply only insofar as the Losses and Liabilities contemplated therein
are a direct result of:
(A) any
act, omission or failure to act (whether negligent or otherwise) of Croverro, any of its
Affiliates or the respective directors, officers, employees, agents or contractors of Croverro
or any of its Affiliates with respect to Operations or activities conducted by Croverro or
on its behalf hereunder in respect of the Earning Wells;
(B) a
breach of a provision of this Agreement by Croverro, any of its Affiliates or the respective
directors, officers, employees, agents or contractors of Croverro or any of its Affiliates;
or
(C) the
Gross Negligence or Wilful Misconduct of Croverro, any of its Affiliates or the respective
directors, officers, employees, agents or contractors of Croverro or any of its Affiliates,
provided, Croverro’s obligation
hereunder will not apply, insofar as the particular act, omission or failure to act resulting
in those Losses and Liabilities was done or omitted to be done in accordance with Trio’s
written instructions or written approval and that act, omission or failure to act was inherent
in those instructions or that approval.
2. Earning
Programs. Croverro hereby grants to Trio the right to
earn Working Interests in the petroleum and natural gas rights described in the Farmout Lands,
by funding up to 7 earning programs on the following basis:
(a) Initial
Earning Program. Croverro shall on or before October
1, 2026 by written notice to Trio, propose to drill, Complete and Equip two (2) Test Wells
on that portion of the Farmout Lands within an Area as chosen by Croverro (the “Earning
Program”), including the Farmout Lands within
such Area to be earned by Trio pursuant thereto (the “Earned Lands”).
Trio may, within 10 Business Days of receipt of the Earning Program notice, elect to participate
in such Earning Program and be responsible for any and all Earning Costs incurred by Croverro
with respect to such Earning Program. Concurrent with its election to participate in the
Earning Program, Trio shall pay to Croverro a prospect fee in the amount of CAD $450,000
(the “Prospect Fee”). Upon the
election of Trio to participate in the Earning Program and the payment of the Prospect Fee,
Croverro shall commence the Earning Program within 90 days and thereafter conduct the Earning
Program in accordance with Article 3.00 of the Farmout & Royalty Procedure. Subject to
Clause 8 of this Agreement, if Trio does not elect to participate in such Earning Program
within 10 Business days of receiving the Earning Program notice, Trio shall be deemed to
have elected to not participate in the Earning Program and this Agreement shall terminate.
(b) Earned
Interests. Subject to Clause 2(c) of this Agreement,
upon completion of the initial Earning Program Trio shall earn:
(i) 80%
of Croverro’s Pre-Earning Working Interests in the Test Wells and the Earned Lands,
until Payout of the Earning Costs paid by Trio in funding such Earning Program;
and
thereupon automatically converting to:
(ii) 60%
of Croverro’s Pre-Earning Working Interests in the Test Wells and the Earned Lands.
For
the avoidance of doubt, the Parties confirm that earning with respect to each Earning Program
shall occur upon the completion of such Earning Program, and shall be independent of any
subsequent Earning Program. Where Croverro holds less than a 100% Working Interest in the
Earned Lands, Croverro shall serve any and all required operation notices to third-parties
prior to serving the Earning Program notice and Trio’s share of Earning Costs and Croverro’s
Pre-Earning Working Interest shall reflect those third-party elections.
(c) Interpretation
of Earning and Payout.
(i) The
Payout account under any Earning Program shall be calculated on a Test Well by Test Well
basis.
(ii) Croverro
shall maintain the Payout account in accordance with Article 6.01 of the Farmout & Royalty
Procedure and provide Trio with the written statements as provided for therein.
(iii) The
payment of the Prospect Fee shall not be included in the Payout account under any Earning
Program well.
(iv) If
a third party elects not to participate in a Test Well and is thereupon subject to a well
penalty pursuant to the applicable operating procedure, Trio shall be entitled to retain
the proceeds from the applicable penalty on production from the Test Well as provided for
in the applicable operating procedure in respect of the pre-Effective Date Working Interest
attributable to the non-participating third-party.
(d) Subsequent
Earning Programs. Within 30 days of rig release of
the second Test Well in the initial Earning Program, Croverro shall by written notice to
Trio, propose to drill, Complete and Equip two (2) Test Wells on that portion of the Farmout
Lands within another Area as chosen by Croverro including the associated Earned Lands with
such Test Wells. Such second Earning Program shall be subject to the same terms and conditions
in this Clause 2, other than the payment of the Prospect Fee. Subject to Clause 2(e) of this
Agreement, this Clause 2(d) shall continue until Croverro has issued Earning Program notices
in respect of 7 Earning Programs in the aggregate.
(e) Termination
of Earning Program & Refund of Prospect Fee. Subject
to Clause 8 of this Agreement, if Trio elects not to participate in any Earning Program proposed
by Croverro, Croverro’s obligation to issue additional Earning Program notices, and
Trio’s right to earn additional Working Interests in the Farmout Lands shall thereupon
terminate. In such event, Croverro shall, within ten (10) Business Days of such election,
refund to Trio a pro rata share of the Prospect Fee, being CAD $64,000 for each of the remaining
Earning Programs which Trio has not or does not participate in.
3. Application
of the Operating Procedure. Upon earning by Trio, such
Earned Lands shall become subject to the Operating Procedure and Croverro will be the initial
Operator under the Operating Procedure. Without in any way limiting the generality of Clause
1.02 of the Farmout & Royalty Procedure, prior to and while Trio is earning an interest
in any of the Farmout Lands, Clause 3.01 of the Farmout & Royalty Procedure and Articles
2.00, 3.00, 4.00, 5.00, 7.00, 8.00 and 9.00 of the Operating Procedure shall also apply,
mutatis mutandis, to this Agreement and shall be deemed to be incorporated herein.
(a) Subject
to Trio being permitted to legally operate under the Regulations, Trio shall have the option
to take over operatorship where Croverro undergoes:
(i) a
change of control initiated by William Kujat or his successors; or
(ii) any
of the Key Croverro Personnel terminate their employment, contracting, working or professional
arrangements (other than by death) with Croverro, or have such arrangements terminated by
Croverro, during the Earning Program phase.
For
the avoidance of doubt, the Parties confirm that the foregoing option to take over operatorship
is in addition to Trio’s rights to challenge for operatorship pursuant to Clause 2.03
of the Operating Procedure.
(b) From
and after earning hereunder, as to those portions of the Farmout Lands so earned, the Operating
Procedure (in its entirety) shall govern the relationship of the Parties.
4. Tag-Along
Right. In addition to and without limiting the generality
and application of Article 24.00 of the Operating Procedure, and in particular the Clause
24.01 Alternate B (Right of First Refusal), if either Party receives an offer from a third
party to acquire any or all of its interest in this Agreement or the Earned Lands, such Party
shall, within ten (10) Business Days of receipt of such offer, give written notice thereof
to the other Party and thereafter and if directed to do so by the other Party, make all reasonable
commercial efforts with the third party to include the other Party’s Working Interests
in this Agreement or the applicable Earned Lands in the proposed transaction.
5. Access
to Facilities. Notwithstanding anything to the contrary
as may be contained within the Operating Procedure (including, without limitation, the provisions
of Article 6.00 thereof), insofar as Trio is taking its Working Interest share of Petroleum
Substances produced from Earning Wells in kind in accordance with Subclause 6.01A of the
Operating Procedure, Croverro shall use commercially reasonable efforts to facilitate the
transportation, handling, compression, disposal and processing of any of Trio’s production
and Trio shall pay its proportionate share of actual costs and fees associated with such
transportation, handling, compression, disposal and processing.
6. No
Interest Letter. Within ten (10) days of the execution
of this Agreement, Croverro will deliver to Trio a mutually agreed upon form of no-interest
letter from any claims of security interest in and to all of Croverro’s present and
after-acquired personal property.
7. Mutual
Interest Lands. Notwithstanding the provisions of Clause
4 of this Agreement but subject to Clause 8 of this Agreement, the Parties hereby agree to
an area of mutual interest being those lands comprising 1 mile surrounding the Farmout Lands
(“Area of Mutual interest”) whereby:
(a) with
respect to lands within the Area of Mutual Interest associated with those Farmout Lands which
have not yet been earned by Trio, the Parties shall offer each other the opportunity to participate
for cost in the after acquired lands under Article 8.00 of the Farmout & Royalty Procedure
on the basis of Trio as to 60% and Croverro as 40%:
(i) any
lands jointly acquired by Croverro as to 40% and Trio as to 60% shall then be included in
the Farmout Lands, and Croverro shall issue such additional Earning Program notices in respect
of such after acquired lands as is commercially reasonable in the circumstances;
(ii) any
lands offered by Trio to Croverro in which Croverro declines to participate shall be acquired
solely by Trio and shall not be subject to this Agreement; and
(iii) any
lands offered by Croverro to Trio in which Trio declines to participate shall be acquired
solely by Croverro and shall not be subject to this Agreement.
(b) with
respect to lands within the Area of Mutual Interest associated with those Farmout Lands which
have already been earned by Trio, the Parties shall offer each other the opportunity to participate
for cost in the after acquired lands on the basis of Trio as to 60% and Croverro as 40%.
All such lands shall be governed by the Operating Procedure including the 300% non-participation
penalty provided for in Article 10.
8. Rivercourse
Area. With respect to the Farmout Lands in the Rivercourse
Area identified in Schedule “A”, the following shall apply:
(a) If
Croverro is able to negotiate the acquisition of the working interests of either or both
of Taku Gas Limited and Prairie Dog Canada Ltd. (as identified in Schedule “A”)
on terms acceptable to both Croverro and Trio, any such acquisition costs shall be paid 100%
by Trio and any working interests so acquired shall be split between Trio as to 60% and Croverro
as to 40%. For example, if the working interests so acquired is 75%, such working interests
shall split 45% to Trio and 30% to Croverro; and
(b) If
Croverro serves Trio an Earning Program notice for the Rivercourse Area, Trio shall be entitled
to elect to not participate in such Earning Program and such non-participation shall not
terminate this Agreement under either Clauses 2(a) or 2(e) and Croverro shall refund Trio
$64,000, being the pro-rata portion of the Prospect Fee.
9. Miscellaneous.
(a) Conflicts.
Clause 1.04 of the Operating Procedure incorporated by
reference into this Agreement by Clause 1(c) of this Agreement shall apply, except that,
in the event of a conflict between this Agreement and the Schedules, the terms and provisions
of this Agreement shall prevail. In the event of a conflict between this Agreement and the
Title Documents, the terms and provisions of the Title Documents shall prevail, and this
Agreement shall be deemed to be amended accordingly.
(b) Laws
of Jurisdiction. This Agreement, the Operating Procedure
and the relationship between the Parties shall be construed and determined according to the
laws of the Province of Alberta and the courts of the Province of Alberta shall have exclusive
jurisdiction with respect to any conflicts or disputes arising in relation to this Agreement
or the Operating Procedure. Notwithstanding, the Parties agree that the regulations followed
in regard to the all operations of the Farmout Lands in Saskatchewan shall be the Regulations
in and for the Province of Saskatchewan.
(c) Authority.
Each Party covenants that it has good right, full power
and authority to enter into this Agreement.
(d) Further
Acts. The Parties shall from time to time, and at all
times, do all such further acts, and execute and deliver all such further deeds and documents,
as shall be reasonably required, in order to fully perform and carry out the terms of this
Agreement.
(e) Execution.
This Agreement may be signed electronically, including
through DocuSign and similar applications. This Agreement may be signed in any number of
counterparts (including counterparts by scanned or electronic signature) and each counterpart
will be deemed an original, taken together, all counterparts will be deemed to constitute
one and the same instrument. Delivery of a printed counterpart (whether or not the counterpart
was signed electronically) and electronic delivery (including by email transmission or transmission
over an electronic signature platform) of an executed counterpart of this Agreement are each
as valid, enforceable and binding as if the signatures were upon the same instrument and
delivered in person.
IN
WITNESS WHEREOF the Parties have caused this Agreement to be duly executed.
CROVERRO
ENERGY LTD.
TRIO
PETROLEUM CANADA, CORP.
Per:
/s/
Richard Bennett
Per:
/s/
Robin Ross
Name:
Richard
Bennett
Name:
Robin
Ross
Title:
President
Title:
Chairman
& CEO
SCHEDULE
“A”
[SCHEUDLE
OF THE FARMOUT LANDS]
SCHEDULE
“B”
[2015
CAPL FARMOUT & ROYALTY PROCEDURE ELECTIONS AND AMENDMENTS]
SCHEDULE
“C”
[WELL
INFORMATION REQUIREMENTS]
SCHEDULE
“D”
[AREA OF MUTUAL INTEREST]
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 3
Exhibit 99.1
Trio
Petroleum Announces Lloydminster Heavy-Oil Farm-In And Multilateral Development Program With Croverro Energy
14-well
multilateral development inventory across Alberta and Saskatchewan Canada combines existing production, re-entry potential and staged
development designed to recycle production cash flow into future drilling
Boca
Raton, Florida. - September 21, 2026 - Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”),
today announced the execution of farm-in and development agreement with Croverro Energy Ltd. (“Croverro”), a Calgary-based
heavy-oil operator specializing in multilateral horizontal development in the Lloydminster region of Alberta and Saskatchewan.
The
transaction provides Trio with a relatively low-cost option to participate in a multi-year development earning program comprising up
to 14 new multilateral drilling opportunities - five in Alberta and nine in Saskatchewan - together with a re-entry and producing-property
acquisition.
Trio
believes the Croverro program is an important step in its previously announced strategy to build a substantially larger Canadian oil
and gas business through a combination of acquisitions, development drilling and strategic operating partnerships. In parallel with development
of the Croverro assets, and in furtherance of its stated growth strategy, Trio intends to continue evaluating and pursuing additional
oil producing-property acquisitions and development opportunities that complement its growing Canadian portfolio.
A
fundamental component of the transaction is that Croverro will remain the operator of the development program. Trio believes the combination
of Croverro’s specialized multilateral drilling expertise, familiarity with the assets, a substantial inventory of development
opportunities and a staged capital program designed to use cash flow from earlier production to contribute toward subsequent drilling,
provides Trio with the potential foundation for a significant and scalable Canadian heavy-oil business.
Croverro
- A Specialized Lloydminster Multilateral Operator
Trio’s
decision to pursue the opportunity was driven not only by the expected quality and scale of the assets, but also by the opportunity to
align with Croverro as operator.
Croverro
has developed specialized technical and operating expertise in the application of multilateral horizontal drilling to the thin, laterally
extensive heavy-oil reservoirs of the Lloydminster region.
Trio’s
development approach incorporates geological interpretation, seismic data, existing well control and reservoir modelling in the design
and execution of multi-leg horizontal wells intended to maximize reservoir contact and improve development efficiency.
Successful
multilateral development requires precise well placement, geo-steering (meaning the practice of adjusting a drill bit’s path in
real time based on downhole geological data), drilling execution and an understanding of how individual reservoir intervals behave over
the producing life of a well. Croverro has made this type of development a core component of its Lloydminster heavy-oil business. For
over twenty years, Croverro has generated revenues from operating multiple multilateral heavy-oil development programs in the region
and has continued to attract participation in subsequent development opportunities.
“In
June, we provided an update to the market on our growth strategy, and over the past several months, we have begun to implement that strategy,
highlighted by our new transaction with Croverro,” commented Robin Ross, Chairman and CEO of Trio Petroleum Corp. “Trio
is actively conducting extensive reviews of acquisition and development opportunities across Western Canada, supported by experienced
technical and operating professionals in Calgary and the Lloydminster region. We believe the Croverro opportunity represents a strong
combination of near-term development potential, scale and operating expertise that fits right into our growth plans. The program provides
a substantial inventory of multilateral drilling opportunities positioned for near-term development together with existing production
and re-entry potential. With Croverro remaining as operator, we believe the program provides a compelling platform for significant production
growth in the Lloydminster heavy-oil region. Croverro was one of the principal reasons Trio became interested in this opportunity. We
aren’t simply acquiring a collection of drilling locations; we are aligning ourselves with a highly experienced Lloydminster heavy-oil
operator that has made multilateral development a core part of its business. Moreover, our out of pocket investment to capture this opportunity
is relatively small compared to our cash on hand, creating the potential for a positive financial result for Trio. In short, we believe
Croverro is at the forefront of applying multilateral technology to conventional heavy-oil development in the Lloydminster region, and
their technical knowledge, local operating experience and demonstrated ability to drill and operate these specialized wells gives us
considerable confidence in the program. Having Croverro remain as operator is critical to our strategy. We believe we have the right
assets, the right development approach and, most importantly, the right operating team to execute it.”
Why
Multilateral Heavy-Oil Development Matters
Multilateral
wells consist of a primary horizontal wellbore with multiple lateral branches extending through the reservoir. This approach can be particularly
effective in the relatively thin, laterally extensive heavy-oil reservoirs common throughout the Lloydminster region that covers areas
of Alberta and Saskatchewan, Canada.
By
placing multiple horizontal laterals into the reservoir from a common wellbore, an operator can substantially increase reservoir contact
compared with conventional vertical development.
Greater
reservoir exposure can improve oil drainage and recovery while allowing a larger volume of reservoir to be developed from a concentrated
surface location. The development approach can also reduce the number of separate well sites, access roads and associated surface infrastructure
that might otherwise be required to achieve comparable reservoir exposure.
Trio
believes these characteristics provide the potential for:
●
Greater
reservoir contact;
●
Improved
recovery efficiency;
●
More
barrels recovered per development dollar;
●
Improved
capital efficiency;
●
Reduced
surface infrastructure requirements; and
●
A
smaller overall surface development footprint.
Multilateral
and extended-horizontal development have become increasingly important tools in the Lloydminster heavy-oil fairway. Trio believes continued
improvements in geo-steering, seismic interpretation, reservoir modelling and drilling execution will further enhance the role of multilateral
technology in conventional heavy-oil development.
A
Material Multi-Year Development Inventory
The
contemplated program consists of 14 new multilateral drilling opportunities, to begin almost immediately and conducted over the
next eighteen months consisting of:
Alberta
- Five New Multilateral Wells
The
Alberta inventory includes development opportunities at Lloyd South and Rivercourse across multiple heavy-oil producing intervals.
Saskatchewan
- Nine New Multilateral Wells
The
Saskatchewan inventory includes development opportunities at Lloyd East, Paynton, Hillmond and Marshall.
In
addition to the 14 new multilateral wells, the program includes a separate Rivercourse re-entry opportunity and an oil producing-property
acquisition
.
The
combination provides Trio with exposure to three distinct sources of potential production growth:
●
Existing
acquired production;
●
Near-term
production potential from the Rivercourse re-entry; and
●
A
multi-year inventory of new multilateral drilling opportunities.
This
combination is intended to provide Trio with production and cash flow at different stages of the development cycle rather than relying
solely upon future drilling success.
Farm-In
and Participation Structure
Upon
its election to participate in the initial 2-well earning program, Trio would pay Croverro a prospect fee in the amount of CAD $450,000.
Under
the current development agreement, applicable projects are structured whereby Trio funds 100% of applicable development capital of approximately
$1.8 million Canadian in exchange for an 80% revenue interest through payout of Trio’s costs, stepping down to a 60%
interest after payout, subject to the specific ownership and participation terms applicable to each project.
Certain
opportunities within the overall program carry different participation interests and will be governed by their applicable agreements.
Croverro
will remain operator, maintaining continuity across geological evaluation, well design, drilling, completion, production operations and
subsequent development planning.
Trio
can elect not to participate in any subsequent 2-well earning program proposed by Croverro resulting in the termination of future earning
program participation except in the non-participation in the Rivercourse Area. In such a case, Croverro shall refund to Trio a pro-rata
share of the prospect fee for each of the remaining earning programs including the Rivercourse Area.
Mr.
Ross further commented, “The Croverro program builds upon Trio’s existing Canadian operating platform in Alberta and
Saskatchewan, where we have established producing operations and an experienced technical and operating team. Trio intends to leverage
this existing platform as it aims to expand production through potential acquisitions, optimization of existing assets and development
drilling.”
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 agreement with Croverro 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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