Financial Analysis

NOTE 7 COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be subject to claims and legal proceedings arising in the ordinary course of business. Management currently believes that any potential liabilities arising from such matters will not have a material adverse effect on the Companys financial position, results of operations, or cash flows. Unproved Property Leases South Salinas Project The Company holds various leases related to unproved properties in the South Salinas Project, including two leases with the same lessor: Lease 1 ( 8,417 acres): Amended on May 27, 2022 to extend force majeure status for an additional uncontested twelve months, releasing the Company from evidencing force majeure conditions during that period. A one-time, non-refundable payment of $ 252,512 was made and capitalized as part of oil and gas property as of October 31, 2022. The force majeure status was extinguished following the drilling of the HV-1 well. Continued operations and oil production at the HV-3A well maintain the leases validity. Lease 2 ( 160 acres): Held by delay rental, renewed every three years. The Company is required to pay $ 30 per acre annually until drilling commences. The delay rental payment for October 2024 through October 2025 has been paid in advance, and the Company remains in compliance. In February and March 2023, the Company entered into additional leases covering unproved properties in the South Salinas Project: Group 1: Covers 360 acres …

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NOTE 9 NOTES PAYABLE Notes payable as of October 31, 2025 and 2024 consisted of the following: SCHEDULE OF NOTES PAYABLE As of As of October 31, 2025 October 31, 2024 Convertible notes, net of discounts $ 467,179 $ - Promissory notes, net of discounts - 742,852 Payable related party - 115,666 Note payable related party - 135,000 Total notes payable $ 467,179 $ 993,518 Payable related party See Note 6 - McCool Ranch Oil Field Asset Purchase Related Party for further information. March 2024 Debt Financing On March 27, 2024, the Company entered into a Securities Purchase Agreement (the SPA) with an institutional investor (the March 2024 Investor), which was funded on April 5, 2024. Pursuant to the SPA, the Company raised gross proceeds of $ 184,500 and received net proceeds of $ 164,500 , after payment of offering expenses (the March 2024 Debt Financing). In connection with the March 2024 Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor in the principal amount of $ 211,500 , reflecting an original issue discount of $ 27,000 (approximately 13 %). The note accrued interest at 12 % per annum and matured on January 30, 2025. The note provided for five scheduled payments of principal and accrued interest, which were due on September 30, 2024 ($ 118,440 ), October 30, 2024 ($ 29,610 ), November 30, 2024 ($ 29,610 ), December 30, 2024 ($ 29,610 ), and January 30, 2025 ($ 29,610 ). The Company made cash payments of $ 118,440 on September 30, 202 …

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The following table disaggregates revenue by significant product type for the periods below: SCHEDULE OF DISAGGREGATES REVENUE As of October 31, As of October 31, 2025 2024 Oil sales $ 398,734 $ 213,204 Total revenues from customers $ 398,734 $ 213,204

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NOTE 8 INCOME TAXES The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. Significant components of the Companys deferred tax assets are summarized below. SCHEDULE OF DEFERRED TAX ASSETS As of October 31, As of October 31, 2025 2024 Deferred tax assets: Net operating loss carry forwards $ 960,000 $ 1,699,000 Total deferred tax asset 960,000 1,699,000 Valuation allowance (960,000 ) (1,699,000 ) Net deferred tax asset $ - $ - As of October 31, 2025 and 2024, the Company had approximately $ 960,000 and $ 1,669,000 , respectively, in net operating loss carry-forwards for federal and state income tax reporting (tax effected) purposes. During fiscal 2025, the Company also formed Trio Canada, its wholly owned subsidiary, which generated approximately $ 30,000 (USD) of net income, which has been excluded from the U.S. tax provision and considered immaterial. As a result of the Tax Cuts and Jobs Act of 2017, certain U.S. net operating loss carryforwards do not expire but are subject to an annual limitation on utilization. The Company recorded a valuation allowance in the full amo …

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Recent Accounting Pronouncements All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

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NOTE 6 RELATED PARTY TRANSACTIONS South Salinas Project Related Party Upon its formation, the Company acquired from Trio LLC a majority working interest in the South Salinas Project and engaged the services of certain members of Trio LLC to manage the Companys assets (see Note 1 and Note 5). Trio LLC operates the South Salinas Project on behalf of the Company, and as operator, conducts and has full control of the operations within the constraints of the Joint Operating Agreement, and acts in the capacity of an independent contractor. Trio LLC currently holds a 3.8 % working interest in the South Salinas Project and the Company holds an 85.775 % working interest. The Company provides funds to Trio LLC to develop and operate the assets in the South Salinas Project; such funds are classified in the short-term asset/liability section of the balance sheet as Advance to Operators/Due to Operators, respectively. As of October 31, 2025 and 2024, the balance of the Due to Operators account is $ 5,668 and $ 103,146 , respectively. McCool Ranch Oil Field Asset Purchase Related Party On October 16, 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for purchase of a 21.918315 % working interest in the McCool Ranch Oil Field located in Monterey County near the Companys flagship South Salinas Project (see Note 5); the Assets were situated in what is known as the Hangman Hollow Area of the McCool Ranch Oil Field. The Company initially recorded a payment of $ 10 …

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NOTE 4 REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue from Contracts with Customers The following table disaggregates revenue by significant product type for the periods below: SCHEDULE OF DISAGGREGATES REVENUE As of October 31, As of October 31, 2025 2024 Oil sales $ 398,734 $ 213,204 Total revenues from customers $ 398,734 $ 213,204 There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of October 31, 2025 or 2024. Significant concentrations of credit risk The Companys revenue is primarily generated from oil and gas sales in California, United States, and Saskatchewan, Canada. For the years ended October 31, 2025 and 2024, 100 % of total revenue comes from customers located in these regions. Changes in state and provincial regulations, market conditions, or environmental policies could significantly impact the Companys financial performance. Additionally, fluctuations in commodity pricing and regional demand trends within California and Saskatchewan may affect future revenues. …

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NOTE 10 STOCKHOLDERS EQUITY Common Shares The Company is authorized to issue an aggregate of 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. On July 30, 2025, the stockholders approved an amendment to the Companys Amended and Restated Certificate of Incorporation to reduce the authorized shares to this level. The amendment was filed with the Secretary of State of Delaware on July 30, 2025 and became effective upon filing. Consultant and Service Provider Issuances On November 11, 2023, the Company issued 10,000 shares of common stock to a vendor for marketing and distribution services, valued at $ 9.60 per share for a total of $ 95,200 , which was recognized as marketing fees in the first and second quarters of 2024. On March 20, 2024, the Company issued 5,000 shares to a consultant as settlement for non-performed marketing services under a prior agreement, valued at $ 2.20 per share for a total of $ 10,500 . On April 26, 2024, the Company entered into an agreement with consultants to provide marketing services and elected to issue 50,000 shares in lieu of cash, valued at $ 7.40 per share for a total of $ 368,000 ; a loss of $ 268,000 was recognized. On April 29, 2024, the Company issued 30,000 shares to consultants for marketing services, valued at $ 7.40 per share for a total of $ 220,800 . On September 9, 2024, the Company issued 12,500 shares to a consultant under a …

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NOTE 11 SUBSEQUENT EVENTS In accordance with ASC 855 Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after October 31, 2025, through the date the financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the financial statements. Capital Land Acquisition On November 3, 2025, the Company, through its wholly owned subsidiary Trio Petroleum Canada Corp. (Trio Canada), completed the acquisition of certain mineral leasehold interests and related rights located in the County of Vermilion River, Alberta, Canada, pursuant to the Asset Purchase Agreement entered into with Capital Land Services Ltd. (Capital Land) on August 20, 2025. At closing, Trio Canada acquired the assets, which included certain wells that had been acquired out of receivership. In connection with the acquisition, Trio Canada paid CAD $ 150,000 in cash, and the Company issued 104,227 restricted shares of its common stock to Capital Land. Due to regulatory requirements of the Alberta Energy Regulator (AER), the Company arranged for all applicable licenses associated with the acquired assets to be transferred to Novacor Exploration Ltd. (Novacor), an experienced operator with whom the Company has an existing commercial relationship. Novacor ut …

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NOTE 7 COMMITMENTS AND CONTINGENCIES Legal Matters Class Action Settlement Recovery On February 20, 2026, the Company received approximately $ 43,532 representing its distribution from a class action settlement involving BF Borgers CPA PC (Borgers), the Companys former independent registered public accounting firm. The settlement, captioned Electronic Servitor Publication Network V BF Borgers, Case No. 2024CV030771 (the Settlement), was administered by CPT Group, Inc. as the court-appointed settlement administrator. The Companys recovery was determined by the settlement administrator based on the Companys status as a class member, and the settlement amount is reportable on Internal Revenue Service Form 1099-MISC. Borgers served as the Companys independent registered public accounting firm and audited the Companys consolidated financial statements for the fiscal years ended October 31, 2023 and October 31, 2022. The Audit Committee of the Board of Directors dismissed Borgers on May 6, 2024, as previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2024, following the Commissions Rule 102(e) order entered against Borgers on May 3, 2024. The settlement income is included in Settlement income within other income (expense), net in the condensed consolidated statements of operations for the three and six months ended April 30, 2026. The Company does not anticipate any further recovery from this matter, and no related recei …

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NOTE 8 NOTES PAYABLE As of April 30, 2026, the Company had no outstanding notes payable. The remaining balance related to the August 2025 Financing was fully settled during the current quarter. All other notes disclosed in the Companys Annual Report on Form 10-K for the year ended October 31, 2025 were fully repaid, converted, or otherwise extinguished prior to the current reporting period. The following table summarizes notes payable as of April 30, 2026 and October 31, 2025: SCHEDULE OF NOTES PAYABLE As of April 30, 2026 As of October 31, 2025 Promissory notes, net of discounts $ - $ 467,179 Total Notes payable $ - $ 467,179 August 2025 Financing On August 15, 2025, the Company closed a private placement pursuant to which it issued three unsecured convertible promissory notes (the Notes) to institutional investors in an aggregate principal amount of $ 1,200,000 . The Notes included an original issue discount of $ 180,000 ( 15 %), resulting in aggregate funding of $ 1,020,000 . After payment of placement agent fees of $ 71,400 and legal fee reimbursements of $ 20,000 , the Company received net proceeds of $ 928,600 . The Notes mature on February 15, 2026 and may be prepaid at any time without penalty. The Notes are convertible, at the option of the investors, into shares of the Companys common stock at a conversion price equal to the lesser of: $ 1.32 , or 90% of the lowest daily VWAP during the five trading days prior to conversion, subject to a floor price of $ 0.72 , whic …

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Revenue for the three and six months ended April 30, 2026 was generated entirely from oil sales produced from the Companys Saskatchewan properties. The following table presents revenue disaggregated by product type for the periods presented: SCHEDULE OF DISAGGREGATES REVENUE Three Months Ended April 30, 2026 Three Months Ended April 30, 2025 Six Months Ended April 30, 2026 Six Months Ended April 30, 2025 Oil sales $ 208,257 $ 23,271 $ 330,450 $ 34,090 Total revenue from customers $ 208,257 $ 23,271 $ 330,450 $ 34,090 …

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Recent Accounting Pronouncements Management has evaluated recently issued accounting pronouncements and has determined that none are expected to have a material impact on the Companys condensed consolidated financial statements. …

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NOTE 6 RELATED PARTY TRANSACTIONS South Salinas Project Related Party Trio LLC operates the South Salinas Project on behalf of the Company under a Joint Operating Agreement. Trio LLC holds a 3.8 % working interest in the project, and the Company holds an 85.775 % working interest. The Company provides funds to Trio LLC to conduct development and operating activities, which are recorded as Advance to Operators or Due to Operators. As of April 30, 2026, the balance of Due to Operators was $ 4,206 ; as of October 31, 2025, the balance was $ 5,668 . McCool Ranch Oil Field Asset Purchase Related Party On May 27, 2025, the Company terminated the McCool Ranch Oil Field leases previously acquired from Trio LLC. All capitalized costs totaling $ 500,614 were written off during fiscal 2025. No additional activity occurred during the six months ended April 30, 2026. Director RSUs June 19, 2024 Grant On June 19, 2024, the Board approved the grant of 50,000 RSUs to a newly appointed director. At the time of grant, only 22,750 shares remained available under the Plan; accordingly, 22,500 RSUs were granted immediately at a grant-date fair value of $ 6.00 per share, and the remaining 27,500 RSUs were granted in the following quarter at a grant-date fair value of $ 3.32 per share. As of October 31, 2025, the Company had $ 37,793 of unrecognized compensation cost related to these awards. During the three and six months ended April 30, 2026, the Company recognized $ 8,862 and $ 37,793 of stock-b …

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NOTE 4 REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue from Contracts with Customers The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is derived from the sale of crude oil, and control transfers to the customer at the time of delivery. Revenue is measured based on the consideration specified in the contract, which may include adjustments for market differentials and transportation-related charges. The Company sells its crude oil to a single customer, and payment is typically received in the month following delivery. Revenue for the three and six months ended April 30, 2026 was generated entirely from oil sales produced from the Companys Saskatchewan properties. The following table presents revenue disaggregated by product type for the periods presented: SCHEDULE OF DISAGGREGATES REVENUE Three Months Ended April 30, 2026 Three Months Ended April 30, 2025 Six Months Ended April 30, 2026 Six Months Ended April 30, 2025 Oil sales $ 208,257 $ 23,271 $ 330,450 $ 34,090 Total revenue from customers $ 208,257 $ 23,271 $ 330,450 $ 34,090 There were no contract assets, contract liabilities, or remaining performance obligations as of April 30, 2026 or October 31, 2025. Significant concentrations of credit risk The Companys revenue is concentrated with a single customer who purchases crude oil produced from the Companys Canadian operations. Changes in regional market conditions, commodity pricing, or regulatory envi …

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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 April 30, 2026, the Company had 41,187,954 shares of common stock issued and outstanding; as of October 31, 2025, the Company had 9,047,658 shares of common stock issued and outstanding. Consultant Issuances On January 1, 2026, the Company issued 50,000 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 $ 0.819 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 six months ended April 30, 2026, the Company recognized $ 20,136 and $ 27,149 , respectively, of stock-based compensation expense, and the remaining $ 13,801 is recorded as prepaid consulting fees as of April 30, 2026. Issuances to Executives and Directors There were no issuances of common stock to executives or directors during the three and six months ended April 30, 2026. All shares issued to executives and directors during the prior quarter related to awards that were granted and fully vested in the prior fiscal year, and all associated compensation expense had been fully recognized as of January 31 …

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NOTE 10 SUBSEQUENT EVENTS ATM Program On May 6, 2026, the Company filed Amendment No. 10 to the prospectus supplement under its existing Registration Statement on Form S-3, reflecting that the Company is no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. The Companys aggregate market value of common stock held by non-affiliates had exceeded $ 75 million as of April 14, 2026, qualifying the Company to remove the I.B.6 sales limitations. Following Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement is $ 65,000,000 , and the maximum aggregate offering amount under the ATM Agreement was increased to $ 89,208,000 (inclusive of shares previously sold). Subsequent to April 30, 2026 and through the date these condensed consolidated financial statements were issued, the Company sold an aggregate of 6,159,229 shares of common stock under the ATM Agreement for aggregate gross proceeds of $ 2,557,841 . As of June 10, 2026, 44,267,674 shares of common stock were issued and outstanding; the remaining 3,079,506 shares sold under the ATM Agreement settled on June 11, 2026 and were not included in shares outstanding as of June 10, 2026 . 2026 Annual Stockholders Meeting On May 21, 2026, the Company held its annual meeting of stockholders. The Companys stockholders approved an amendment to the Companys Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Companys outstanding common …

SubsequentEventsTextBlock · excerpt; the full note is in the filing