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 of the Company (the Board) 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 unaudited condensed consolidated statements of operations for the three and nine months ended July 31, 2026. The Company does not anticipate any further recovery f …

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NOTE 8 NOTES PAYABLE As of July 31, 2026, the Company had no outstanding notes payable. The remaining balance related to the August 2025 Financing was fully settled during the second quarter of the current fiscal year. 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 July 31, 2026 and October 31, 2025: SCHEDULE OF NOTES PAYABLE As of July 31, 2026 As of October 31, 2025 Convertible 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 matured on February 15, 2026 and were prepayable at any time without penalty. The Notes were convertible at the option of the investors into shares of the Companys common stock at a conversion price equal to the lesser of (i) $ 11.88 or (ii) 90% of the lowest daily VWAP during the five trading days prior to conversion, subject t …

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Revenue for the three and nine months ended July 31, 2026 was generated from oil sales produced from the Companys Canadian properties. The following table presents revenue disaggregated by product type for the periods presented: SCHEDULE OF DISAGGREGATES REVENUE Three Months Ended July 31, 2026 Three Months Ended July 31, 2025 Nine Months Ended July 31, 2026 Nine Months Ended July 31, 2025 Oil sales $ 348,581 $ 192,395 $ 679,031 $ 226,485 Total revenue from customer $ 348,581 $ 192,395 $ 679,031 $ 226,485 …

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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 unaudited condensed consolidated financial statements. …

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NOTE 6 RELATED PARTY TRANSACTIONS Director RSUs June 19, 2024 Grant On June 19, 2024, the Board approved the grant of 5,556 RSUs to a newly appointed director. At the time of grant, only 2,528 shares remained available under the Plan; accordingly, 2,500 RSUs were granted immediately at a grant-date fair value of $ 54.00 per share, and the remaining 3,056 RSUs were granted in the following quarter at a grant-date fair value of $ 29.88 per share. As of October 31, 2025, the Company had $ 37,793 of unrecognized compensation cost related to these awards. During the three and nine months ended July 31, 2026, the Company recognized $ 0 and $ 37,793 of stock-based compensation expense, with no unrecognized compensation cost remaining as of July 31, 2026. During the three and nine months ended July 31, 2025, the Company recognized $ 40,819 and $ 116,587 of stock-based compensation expense, with $ 78,613 in unrecognized compensation cost remaining as of July 31, 2025. Consulting Agreement Chief Financial Officer The Companys prior independent contractor agreement with its Chief Financial Officer expired on December 31, 2025. Effective January 1, 2026, the Company entered into a new independent contractor agreement under which he receives a monthly fee of $ 15,000 for his services, along with reimbursement of pre-approved expenses incurred in connection with such services upon presentation of reasonably acceptable invoices and receipts. Effective July 1, 2026, the agreement was amended …

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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 (Cenovus Energy Inc.), and payment is typically received in the month following delivery. Revenue for the three and nine months ended July 31, 2026 was generated from oil sales produced from the Companys Canadian properties. The following table presents revenue disaggregated by product type for the periods presented: SCHEDULE OF DISAGGREGATES REVENUE Three Months Ended July 31, 2026 Three Months Ended July 31, 2025 Nine Months Ended July 31, 2026 Nine Months Ended July 31, 2025 Oil sales $ 348,581 $ 192,395 $ 679,031 $ 226,485 Total revenue from customer $ 348,581 $ 192,395 $ 679,031 $ 226,485 There were no contract assets, contract liabilities, or remaining performance obligations as of July 31, 2026 or October 31, 2025. Concentrations The Company sells the crude oil produced from its Canadian operations to a single purchaser, which accounted for all the Companys revenue for the three and nine months ended July 31, 2026. The Company believes the crude oil it …

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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 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 Companys common stock …

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NOTE 10 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 the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events and transactions that occurred after July 31, 2026 through the date the unaudited condensed consolidated financial statements were issued. Except for the following, there were no subsequent events identified that would require recognition or disclosure in the unaudited condensed consolidated financial statements. 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 pursuant to a Certificate of Amendment to its Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware. The Reverse Stock Split was approved by the Companys stockholders at the 2026 Annual Meeting of Stockholders held on May 21, 2026, at which the stockholders authorized the Board to effect a reverse stock split at a ratio of not less than one-for-two and not more than one-for-ten, and the Board fixed the final ratio at one-for-nine by unanimous written consent dated August 12, 2026. As a result of the Reverse Stock Split, every nine shares of issued and outstanding common stock were combined into one share of common stock, reducing the number of issued and outstand …

SubsequentEventsTextBlock · excerpt; the full note is in the filing