Trio Petroleum - 10-Q quarterly report FY2026 Q1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended January 31, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________.

Commission file number: 001-41643

TRIO PETROLEUM CORP

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (661) 324-3911

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of March 16, 2026, there were 31,931,250 shares of the registrant’s common stock outstanding.

TRIO PETROLEUM CORP

FORM 10-Q

For the Three Months Ended January 31, 2026

PART I. FINANCIAL INFORMATION 

Item 1. Financial Statements

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these condensed consolidated financial statements.

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JANUARY 31, 2026 AND 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

TRIO PETROLEUM CORP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JANUARY 31, 2026

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and operating results together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our Form 10-K for the year ended October 31, 2025, filed with the SEC on January 20, 2026 (“our Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those in this Quarterly Report on Form 10-Q, as well as the risk factors set forth in the section titled “Risk Factors” included in our Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Trio Petroleum Corp

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

Overview

We are a California-based oil and gas exploration and development company with operations in Monterey County, California, Uintah County, Utah, and the Lloydminster region of Saskatchewan, Canada. Our strategy continues to focus on acquiring and developing assets that provide near-term production, long-term development potential, and opportunities for value creation through targeted operational investment.

We began generating revenues in fiscal 2024 following the restart of production at the McCool Ranch Oil Field and expanded our revenue base in fiscal 2025 through the acquisition of producing heavy-oil assets in Saskatchewan. During the three months ended January 31, 2026, our operational activity continued to center on our Canadian properties, which represent our most significant near-term growth opportunity. We are progressing workover and optimization programs on the assets acquired from Novacor in April 2025 and December 2025, as well as the assets acquired from Capital Land in November 2025.

In California, we continue to advance permitting efforts for the South Salinas Project, including conditional use permits and water-disposal permits. We are also evaluating potential joint-venture arrangements to support development activities and continue to assess the feasibility of a carbon capture and storage initiative leveraging existing deep wells and infrastructure. At the P.R. Spring project in Utah, we continue to monitor production performance at the Asphalt Ridge wells to determine whether conditions under the existing non-binding Letter of Intent (LOI) with Heavy Sweet Oil LLC (“HSO”) may be satisfied.

In January 2026, we entered into an at-the-market offering agreement with Ladenburg Thalmann & Co. Inc., permitting the sale of up to $3,600,000 of common stock from time to time at our discretion, providing additional flexibility to access capital to support our development plans. We expect our Canadian operations to remain the primary driver of near-term production and revenue growth, while we continue to advance permitting, strategic evaluation, and potential carbon capture and storage (“CCS”) initiatives at South Salinas.

Recent Developments

Ladenburg ATM Agreement

On January 9, 2026, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) as agent, pursuant to which we may issue and sell shares of our common stock from time to time through Ladenburg (the “ATM Offering”). On January 9, 2026, we also filed a prospectus supplement with the SEC covering the sale of shares of common stock having an aggregate offering price of up to $3,600,000 (the “Placement Shares”), in connection with the ATM Offering. Upon delivery of a Placement Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement, Ladenburg shall use its commercially reasonable efforts to sell the Placement Shares by (i) any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE American or on any other existing trading market for the common stock and/or (ii) any other method permitted by law with our consent. The ATM Agreement provides that Ladenburg will be entitled to aggregate compensation for its services up to 3.0% of the gross proceeds from each sale of Placement Shares sold through Ladenburg under the ATM Agreement.

Subsequent to the period ended January 31, 2026, we filed amendments to the prospectus supplement related to the ATM Offering on March 3, 2026, March 4, 2026, March 5, 2026, and March 10, 2026 to increase the dollar amount of Placement Shares that may be offered pursuant to the ATM Offering by $3,292,000, $6,458,000, $4,000,000, and $1,641,000, respectively. We have sold an additional 18,729,291 shares of common stock for aggregate gross proceeds of $18,622,934 subsequent to the period ended January 31, 2026 and as of the date of this filing. Management believes the consequential subsequent cash raised provides a tremendous opportunity to accelerate the expansion of the Company's oil and gas assets both in Canada and the U.S. as the focus will seek to acquire assets generating more significant cash flow with high impact growth potential.

Capital Land Services Acquisition

On August 20, 2025, we, through our wholly owned subsidiary Trio Canada, entered into an Asset Purchase Agreement (“APA”) with Capital Land Services Ltd. (“Capital Land”). Pursuant to the APA, Trio Canada agreed to acquire certain mineral leasehold interests and related rights located in the County of Vermilion of River, Alberta, Canada, together with associated contracts, permits, and registrations (collectively, the “Assets”). The total purchase price consists of CAD $150,000 in cash and the issuance of restricted shares of our common stock having an aggregate value of CAD $150,000.

On November 3, 2025, the transactions contemplated under the APA were completed (the “Capital Land Acquisition”). At closing, Trio Canada paid Capital Land CAD $150,000 in cash and we issued 104,227 restricted shares of our common stock to Capital Land. In exchange, Trio Canada acquired the Assets, including certain wells that had been purchased out of receivership. Due to regulatory requirements of the Alberta Energy Regulator (“AER”), We arranged for all applicable licenses to be transferred to Novacor, an experienced operator with whom we have an existing commercial relationship. Novacor utilizes Capital Land as its AER agent. In consideration for Capital Land’s services as AER agent, we granted Capital Land a 1% gross overriding royalty with respect to the mineral rights, for as long as Capital Land continues to provide such services.

Asset Purchase Transaction with Novacor Exploration Ltd.

As of December 30, 2025, we entered into an Asset Purchase Agreement (the “December 2025 Novacor APA”) with Trio Canada, and Novacor, pursuant to which, subject to the terms and conditions set forth in the December 2025 Novacor APA, Trio Canada agreed to acquire certain assets of Novacor’s relating to Novacor’s oil and gas business, including certain contracts, leases and permits for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada (collectively, the “December 2025 Novacor Assets”), free and clear of any liens other than certain specified liabilities of Novacor that are being assumed (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the “December 2025 Novacor Acquisition”) for a total purchase price of CAD $1,000,000 (US$730,300 based on the applicable exchange rate to U.S. Dollars). We issued to Seller 912,875 restricted shares of our common stock, subject to certain registration rights (the “Purchase Price”).

The December 2025 Novacor Acquisition was closed on December 30, 2025, simultaneously with the execution by us, Trio Canada and Novacor of the December 2025 Novacor APA and other transaction documents (the “Closing”). At the Closing, title to the December 2025 Novacor Assets was delivered to Trio Canada, and us, thereafter deliver the restricted shares to Novacor.

Following the Closing, (i) operating costs for the December 2025 Novacor Assets shall, for a period of two (2) years, be held at the levels detailed in the auditor’s report over the eighteen (18) month period prior to the Closing, prepared for Trio Canada on the basis of the due diligence materials provided by Novacor to Trio Canada in connection with the December 2025 Novacor Acquisition, unless mutually agreed otherwise; (ii) after such two-year period, operating costs shall remain competitive with other operators in the area; and (iii) Trio Canada shall be entitled to terminate Novacor’s post-Closing actions at any time on 30 days’ prior written notice to the Novacor. After the Closing, with respect to the December 2025 Novacor Assets, Novacor shall act as the on-site operator of the December 2025 Novacor Assets and perform all work and services as provided in the December 2025 Novacor APA.

On December 30, 2025, we and Novacor executed and entered into a Registration Rights Agreement with respect to the restricted shares (the “RRA”). Pursuant to the provisions of the RRA, Novacor is entitled to certain “piggyback” registration rights, with respect to the Registrable Securities (as such term is defined in the RRA), providing Novacor with the right to include the Registrable Securities in a registration statement filed by us for the registration of our securities and/or the resale of shares of Common Stock by other of our stockholders (a “Piggyback Registration Statement”), subject to certain limitations and restrictions. In the event that the Registrable Securities are not included in a Piggyback Registration Statement filed by us with the Securities and Exchange Commission (“SEC”) on or before March 31, 2026, we are obligated to file a registration statement on or before March 31, 2026, to register the resale of the Registrable Securities, subject to certain limitations and restrictions. We have agreed to pay all fees relating to the registration of the Registrable Securities, except any broker or similar commissions payable by a holder of Registrable Securities.

Going Concern Considerations

We continue to incur operating losses and have not yet generated sufficient revenues to support our operations. As of January 31, 2026, we had an accumulated deficit of $28,368,441 and a working capital deficit of $901,484. For the three months ended January 31, 2026, we incurred a net loss of $1,012,629 and used $533,893 in cash for operating activities. Based solely on our financial position as of January 31, 2026, these factors raised substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements.

Since inception, we have funded our operations primarily through equity and debt financings, including proceeds from common stock issuances, our April 2023 initial public offering, multiple convertible note financings, promissory notes, and sales under our at-the-market (“ATM”) offering programs. During the quarter ended January 31, 2026, we raised approximately $395,000 under our ATM program. Subsequent to January 31, 2026 and through the date of issuance of these financial statements, we raised additional gross proceeds of $18.6 million under the ATM program, for total gross proceeds of approximately $19.0million raised under the ATM program as of the date of this filing.

These subsequent ATM proceeds significantly improved our liquidity position and are expected to be sufficient to fund our operating and capital requirements for at least twelve months from the date of issuance of these financial statements. Management evaluated whether these capital raises, together with the Company’s operating plans, alleviate the conditions that initially raised substantial doubt about the Company’s ability to continue as a going concern. Based on the additional capital raised after January 31, 2026 and prior to issuance of these financial statements, management concluded that its plans are probable of being effectively implemented and sufficient to address the Company’s liquidity needs for the twelve month period following issuance. Accordingly, while substantial doubt existed as of January 31, 2026, management’s plans have alleviated that substantial doubt.

Our condensed consolidated financial statements continue to be prepared on a going-concern basis and do not include any adjustments to the carrying amounts or classification of assets and liabilities that may result from future developments. Additional information regarding our going-concern assessment is provided in Note 3 to the condensed consolidated financial statements.

Factors and Trends Affecting Our Business and Results of Operations

Our results continue to be influenced by global economic conditions and volatility in commodity prices. Fluctuations in oil prices, geopolitical developments, and changes in regulatory environments can affect our cash flows and operating margins. We continue to focus on cost management and operational efficiency, particularly at our Canadian properties, where lift costs remain relatively low compared to our California assets.

Our near-term strategy remains centered on expanding production and development activities across our recently acquired Canadian assets, which we believe offer the most immediate potential for revenue growth. We are pursuing workover and optimization programs on the assets acquired from Novacor and Capital Land and evaluating additional opportunities to enhance production.

In connection with our most recent acquisition, we expect to begin recognizing revenue April 1 of next quarter in accordance with applicable accounting standards. The asset is already producing and is expected to approximately double our current production levels, providing near term cash flow and further supporting our strategy of scaling through disciplined, accretive acquisitions.

At the South Salinas Project, we continue to advance permitting efforts with Monterey County, CalGEM, and the California Water Boards. We are also evaluating potential joint-venture arrangements to support development activities and continue to assess the feasibility of a carbon capture and storage initiative leveraging existing deep wells and infrastructure. While the HV-3A well remains capable of production testing under existing permits, operations are currently idled as we evaluate potential steps to increase production rates and assess joint-venture opportunities.

At the P.R. Spring project, we continue to monitor production performance at the Asphalt Ridge wells. If sustained production targets are achieved, we may elect to proceed with a definitive agreement under the existing letter of intent; however, we are under no obligation to do so.

The additional capital raised through our ATM program represents a transformational step for the Company, enabling us to accelerate the pursuit of larger, higher impact oil and gas acquisitions over the coming quarters. With this strengthened balance sheet, we are now positioned to target projects in both Canada and the United States in the range of 350 to 1,000 barrels per day, significantly expanding our production profile and long term growth potential.

Our ability to execute our development plans and grow our business will depend in part on continued access to capital markets and our ability to secure financing on acceptable terms.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation, the omission of auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, and extended transition periods for adopting new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards applicable to public companies.

Results of Operations

Three Months Ended January 31, 2026 compared to the Three Months Ended January 31, 2025 (unaudited)

Our financial results for the three months ended January 31, 2026 and 2025 are summarized as follows:

Revenues, net

Revenues, net increased for the three months ended January 31, 2026 by approximately $111,374 as compared to the prior period. Revenues from the prior period were from the sale of approximately 180 barrels of oil produced from the HH-1 and the 35X wells located in the McCool Ranch oil field, and current revenues are from the sale of approximately 3,020 barrels of oil from our recently acquired assets in the Lloydminster, Saskatchewan region.

Exploration expenses

Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory, geological and geophysical costs, delay rentals, and exploratory overhead, and are expensed as incurred. Exploration expenses decreased by a nominal amount as compared to the prior year period due to reduced exploratory costs incurred during the period.

General and administrative expenses

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and stock-based compensation expense for employees and consultants in executive, finance and accounting, legal, operations support, information technology and human resource functions. General and administrative expenses also include corporate facility costs including rent, utilities, depreciation, amortization and maintenance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services.

General and administrative expenses increased by $40,278 for the three months ended January 31, 2026. This change represents an increase of less than 6%, and was primarily attributable to normal period-to-period fluctuations in professional fees and personnel-related costs.

Stock-based compensation expense

We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. Stock-based compensation expense decreased by approximately $0.4 million for the three months ended January 31, 2026 due to the amortization of approximately 62,500 more options in the prior three month period than in the current period.

Accretion expense

Accretion expense increased by $1,102 for the three months ended January 31, 2026 compared to the same period in the prior year. The increase is primarily due to the ARO liability recognized in December 2025 in connection with the acquisition of the Novacor oil and gas assets in Saskatchewan. AROs are recorded at fair value when incurred and subsequently accreted over the expected life of the related asset. As a result, the newly recorded Novacor ARO contributed incremental accretion expense during the current quarter.

Other expenses, net

For the three months ended January 31, 2026, other expenses, net decreased compared to the prior year period. The decrease was primarily attributable to a reduction in non-cash interest expense of approximately $0.2 million, driven by lower outstanding debt levels during the current period. Non-cash interest expense reflects the amortization of debt discounts associated with prior financings.

Liquidity and Capital Resources

Working Capital (Deficiency)

A comparison of our working capital deficiency is presented below:

Current assets decreased primarily due to a $0.2 million reduction in cash, reflecting the use of proceeds from the convertible note issued in the prior quarter. Current liabilities decreased overall, driven by a reduction of approximately $0.3 million in convertible notes, partially offset by a $0.2 million increase in accounts payable.

Subsequent to January 31, 2026, our liquidity position improved significantly as a result of additional capital raised through our ATM Offering. The gross proceeds received of approximately $18.6 million after quarter-end increased our cash balances and reduced our working capital deficiency, providing additional short-term liquidity to support ongoing operating activities and near-term obligations.

Cash Flows

Our cash flows for the three months ended January 31, 2026, in comparison to our cash flows for the three months ended January 31, 2025, can be summarized as follows:

Cash Flows from Operating Activities

Net cash used in operating activities was $533,893 for the three months ended January 31, 2026, compared to $920,485 for the three months ended January 31, 2025. The improvement in operating cash flows primarily reflects a smaller net loss in the current period and changes in non-cash items and working capital. Non-cash adjustments partially offset the impact of our net loss and included $135,700 of amortization of debt discounts, $84,872 of stock-based compensation, $40,950 of common shares issued for services, $71,503 related to the issuance of common shares in lieu of cash for debt payments and $1,797 of accretion expense. These non-cash items reduced the cash impact of our operating loss.

Working-capital changes also influenced operating cash flows. Accounts receivable decreased by $12,463, and accounts payable and accrued liabilities increased by $214,409, both of which provided cash. These favorable movements were partially offset by a $39,562 increase in prepaid expenses and other receivables and a $43,397 decrease in other liabilities, both of which used cash. Overall, the combination of a lower net loss, higher non-cash adjustments, and favorable changes in certain working-capital accounts resulted in lower cash used in operating activities compared to the prior-year period.

Cash Flows from Investing Activities

Net cash provided by investing activities was $5,472 for the three months ended January 31, 2026, compared to net cash used of $160,779 for the three months ended January 31, 2025. The change primarily reflects the timing of capital expenditures and operator settlements. During the current period, we paid $55,100 for oil and gas property additions, which was more than offset by a $60,572 decrease in amounts due to operators. In the prior-year period, investing cash outflows were driven by approximately $78,165 of capitalized oil and gas property costs and an $82,614 increase in amounts due to operators.

Cash Flows from Financing Activities

Net cash provided by financing activities was $382,519 for the three months ended January 31, 2026, compared to $2,756,520 for the three months ended January 31, 2025. The current-period financing inflows reflect proceeds from sales of common stock under our at-the-market offering program. In the prior-year period, financing activities included $3.5 million of ATM proceeds, partially offset by $524,796 of promissory note repayments and $194,332 of repayments of related-party notes payable.

Capital Resources

Since our inception, we have funded our operations primarily through equity and debt financings. We have historically experienced liquidity constraints due to our limited ability to raise capital on acceptable terms and have relied on the issuance of equity and convertible promissory notes to support our operations. During the quarter ended January 31, 2026, we raised approximately $395,000 under our ATM program. Subsequent to January 31, 2026 and through the date of this filing, we raised additional gross proceeds of $18.6 million under the ATM program, resulting in total gross proceeds of approximately $19.0 million raised under the ATM program as of the date of this report.

These subsequent ATM proceeds significantly strengthened our capital resources by increasing our cash position and reducing our working capital deficit. Based on the additional capital raised after January 31, 2026 and management’s current operating plans, we believe our existing cash resources are sufficient to meet our working capital and capital expenditure needs for at least twelve months from the date of this report.

Future capital requirements will depend on a number of factors, including the timing of planned operational activities, the development and operation of wells, and potential acquisitions of additional properties. To the extent that existing capital and expected operating cash flows are not sufficient to fund future activities, we may seek additional financing through equity or debt offerings. There can be no assurance that such financing will be available on favorable terms or at all. Failure to obtain additional financing, if needed, could have a material adverse effect on our financial position, results of operations, and cash flows. See “Going Concern Considerations” above for additional information regarding our liquidity assessment.

Contractual Obligations and Commitments

Unproved Property Leases

South Salinas Project

We hold various leases related to unproved properties in the South Salinas Project. Two leases with the same lessor remain active:

All additional South Salinas leases entered into during 2023 were abandoned during fiscal 2025 following an evaluation of economic and operational factors. No further obligations remain under the abandoned leases.

Proved Property Leases – Saskatchewan, Canada

In April 2025, the Company acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada. The leases total 320 net acres and are held by production. As of January 31, 2026, the Company remained in compliance with all lease terms. The Company made an additional lease payment of $4,100 during the three months ended January 31, 2026.

Board of Directors Compensation

Under a compensation plan approved on July 11, 2022, non-employee directors are entitled to an annual cash retainer of $50,000, plus an additional $10,000 per Board committee served. Payments are made quarterly in arrears. For the three months ended January 31, 2026 and 2025, we recognized director compensation expense of $75,840 and $59,167, respectively.

Agreements with Advisors

We previously entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”) in connection with its IPO and subsequent private placements. Under these agreements, Spartan received cash fees and warrants to purchase common stock. All warrants issued to Spartan remain outstanding as of January 31, 2026. No new placement agent agreements were entered into, and no additional fees or warrants were incurred or issued during the three months ended January 31, 2026.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We base our estimates and assumptions on historical experience, current conditions, and other factors that management believes to be reasonable under the circumstances. Actual results could differ materially from those estimates. Our critical accounting policies and estimates are those that require significant judgment and are most important to the portrayal of our financial condition and results of operations.

The critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended October 31, 2025 continue to be our critical accounting policies for the three months ended January 31, 2026. There have been no material changes to these policies during the current interim period, except as noted below where updates relate to recent acquisitions or current-period activity. Additional information regarding these policies is included in “Note 2 – Summary of Significant Accounting Policies” to our condensed consolidated financial statements.

Oil and Gas Assets and Exploration Costs – Successful Efforts

We continue to apply the successful efforts method of accounting for crude oil and natural gas properties. Exploration costs, including geological and geophysical costs, delay rentals, and exploratory overhead, are expensed as incurred. Costs associated with exploratory wells that indicate the potential for proved reserves are capitalized pending further evaluation. Management reviews the status of all suspended exploratory well costs each quarter to determine whether sufficient progress is being made toward assessing the existence of proved reserves.

During the three months ended January 31, 2026, we continued to evaluate the wells acquired in the April 2025 and December 2025 Novacor acquisitions and the November 2025 Capital Land acquisition. These wells remain in early production and evaluation stages, and we expect to update reserve estimates once additional production history is available. No material changes were made to our capitalization or evaluation policies during the current period.

Proved and Unproved Oil and Natural Gas Properties

Unproved oil and natural gas properties continue to be assessed for impairment on a property-by-property basis based on remaining lease terms, drilling results, and future development plans. As of January 31, 2026, our unproved properties remain in exploration or early evaluation stages, and no material impairments were recorded during the period.

Proved properties are subject to depreciation, depletion, and amortization (“DD&A”) using the unit-of-production method based on proved reserves. As of January 31, 2026, we continue to evaluate the reserve potential of our recently acquired Saskatchewan properties. Reserve values will be incorporated into our DD&A calculations once sufficient production history and engineering data are available. There were no material changes to our DD&A methodology during the quarter.

Impairment of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. This includes proved oil and gas properties, support equipment, and other long-lived assets. The impairment assessment compares the carrying value of the asset group to estimated future undiscounted cash flows. If the carrying value exceeds those cash flows, the asset is written down to fair value.

During the three months ended January 31, 2026, we monitored commodity prices, production trends, and operating results for indicators of impairment. No triggering events were identified that required an impairment charge during the period. Our impairment methodology remains unchanged from that disclosed in our Form 10-K.

Asset Retirement Obligations

Our asset retirement obligations (“ARO”) represent the estimated future costs to plug and abandon wells and restore sites. ARO is initially recorded at fair value when incurred or acquired, with a corresponding increase to the carrying amount of the related asset. The liability is accreted each period, and the capitalized cost is depreciated over the useful life of the asset.

During the three months ended January 31, 2026, the Company recorded an initial ARO liability of approximately $124,201 (USD) in connection with the December 2025 acquisition of oil and gas assets from Novacor Exploration Ltd. The ARO was measured based on well-specific abandonment and reclamation cost estimates included in the independent Petrotech reserve and economics report, which was prepared in accordance with COGE Handbook standards and served as an input in the valuation basis for the acquired petroleum assets.

Management is continuing to evaluate certain assumptions related to the timing and method of abandonment activities for the Canadian wells. Any refinements to these assumptions will be reflected in future periods as changes in estimate under ASC 410. No revisions to the initial ARO estimate were recorded during the quarter, and accretion expense recognized during the period was immaterial.

Fair Value Measurements

We apply the fair value hierarchy under ASC 820 to measure certain assets and liabilities. Our financial instruments, including cash, payables, and short-term obligations, approximate fair value due to their short maturities.

During the three months ended January 31, 2026, the only fair value measurement performed related to the valuation of publicly traded common stock issued as consideration in connection with the December 2025 Novacor acquisition. Because the fair value of this equity consideration is based on quoted market prices for our common stock, this measurement is classified as a Level 1 fair value measurement.

We did not perform any Level 2 or Level 3 fair value measurements during the period, and no assets or liabilities were measured at fair value on a recurring basis.

Recent Accounting Pronouncements

There have been no new accounting pronouncements issued during the three months ended January 31, 2026 that are expected to have a material impact on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our first fiscal quarter ended January 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any legal proceedings.

Item 1A. Risk Factors

There have been no other material changes to the risk factors set forth in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended October 31, 2025, which was filed with the SEC on January 20, 2026 (“2025 Annual Report”). Our business involves significant risks. You should carefully consider the risks and uncertainties described in our 2025 Annual Report, together with all of the other information in our 2025 Annual Report and in this Quarterly Report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our 2025 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None, except as reported on Current Reports on Form 8-K filed by the Company during the quarterly period covered by this report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarterly period ended January 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits