TPET Trio Petroleum Corp

 

 

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): May 27, 2025

 

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.)

 

23823 Malibu Road, Suite 304

Malibu, CA 90265

(661) 324-3911

(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 1.02 Termination of a Material Definitive Agreement.

 

On October 16, 2023, Trio Petroleum Corp., a Delaware corporation (the “Company”), and Trio Petroleum LLC, a California limited liability company (“Trio LLC”) entered into that certain Agreement for Purchase of an Undivided Interest in the McCool Ranch Oil Field, dated as of October 16, 2023, which was amended by First Amendment to Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field, dated as of November 21, 2023 (the “McCool Agreement”) and also executed a letter dated January 4, 2024 (the “McCool Letter”), with respect to the McCool Agreement, pursuant to which Trio LLC agreed to sell to the Company and the Company agreed to purchase from Trio LLC certain assets in the McCool Ranch Oil Field.

 

On May 27, 2025, the Company and Trio LLC entered into that certain Mutual Termination Agreement, pursuant to which the McCool Agreement and the McCool Letter were terminated, effective as of May 27, 2025, and any and all rights, duties, and obligations arising under the McCool Agreement and the McCool Letter were terminated. Pursuant to the Mutual Termination Agreement, the Company shall not be entitled to the refund of any amounts paid by it to Trio LLC pursuant to the terms of the McCool Agreement or the McCool Letter.

 

Item 7.01 Regulation FD

 

On May 23, 2025, the Company issued a press release announcing its intent to terminate operations, with respect to the McCool Ranch Oilfield. A copy of such press release is furnished hereto as Exhibit 99.1.

 

The information set forth in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Mutual Termination Agreement, dated May 27, 2025, by and between Trio Petroleum Corp. and Trio Petroleum LLC
99.1		Press release, dated May 23, 2025
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

 

 

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: May 29, 2025	By:	/s/ Robin Ross
	Name:	Robin Ross
	Title:	Chief Executive Officer

 

 

 

Exhibit 10.1

 

mutual termination AGREEMENT

 

This Mutual Termination Agreement (this “Agreement”) is dated as of May 27, 2025 (the “Effective Date”) by and between Trio Petroleum LLC, a California limited liability company (the “Seller”) and Trio Petroleum Corp., a Delaware corporation (the “Purchaser”). The Seller and the Purchaser are sometimes hereafter referred to each as a “Party” and collectively as the “Parties.” Initially capitalized terms not otherwise defined in this Agreement shall have the meanings given to those terms in the McCool Agreement (defined hereafter).

 

WHEREAS, the Parties entered into that certain Agreement for Purchase of an Undivided Interest in the McCool Ranch Oil Field, dated October 16, 2023, which was amended by First Amendment to Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field, dated November 21, 2023 (the “McCool Agreement”) and also executed a letter dated January 4, 2024 (the “McCool Letter”), with respect to the McCool Agreement, pursuant to which the Seller agreed to sell to the Purchaser and the Purchaser agreed to purchase from the Seller the Assets; and

 

WHEREAS, the terms of the McCool Agreement and the McCool Letter have not been completed, as of the date of this Termination Agreement; and

 

WHEREAS, the Parties desire to terminate the McCool Agreement and the McCool Letter.

 

NOW THEREFORE, the Parties hereby agree as follows:

 

1. Termination. The McCool Agreement and the McCool Letter each is hereby terminated, effective as of the Effective Date, and any and all rights, duties, and obligations arising under the McCool Agreement and the McCool Letter, or in connection therewith including, without limitation, Purchaser’s interest, title and right to the Assets, are now and hereafter terminated. Upon such termination, the Purchaser shall not be entitled to the refund of any amounts pay by it, pursuant to the terms of the McCool Agreement or the McCool Letter.

 

2. Miscellaneous.

 

(a) Governing Law. This Agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of California, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.

 

(b) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY AGREES TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

(c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

 

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

 

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither party shall assign any material rights or delegate any material duties under this Agreement without written agreement from the other party.

 

(f) No Waiver. No failure or delay in the exercise of any power, right, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power, or privilege.

 

(g) Entire Agreement. This Agreement contains the entire agreement of the parties hereto and supersedes all prior agreements, contracts and understandings, whether written or otherwise, between the parties relating to the subject matter hereof.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Parties have entered into this Mutual Termination Agreement, to be effective as of the Effective Date first set forth above.

 

	TRIO PETROLEUM CORP.
	By:	/s/ Robin Ross
	Name:	Robin Ross
	Title:	Chief Executive Officer
	TRIO PETROLEUM LLC
	By:	/s/ Steven A. Rowlee
	Name:	Steven A. Rowlee
	Title:	Vice President

 

 

 

Exhibit 99.1

 

 

Trio Petroleum Corp.

 

California, May 23, 2025 (GLOBE NEWSWIRE) — Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company, has decided to suspend operations at McCool Ranch and will terminate its efforts to acquire a working interest in the project. We have made this determination, because, under previously negotiated terms, natural gas prices and water disposal costs, particularly in California, where McCool Ranch is located, makes it cost prohibitive for the Company to employ cyclic-steam operations to increase production and will not be economically feasible in the long run. The Company has decided to focus its efforts on other sites which it believes will be more economically feasible, and hopefully generate greater profits for the Company.

 

About Trio Petroleum Corp

 

Trio Petroleum Corp is an oil and gas exploration and development company in California, Saskatchewan and Utah.

 

Cautionary Statement Regarding Forward-Looking Statements

 

All statements in this press release of Trio Petroleum Corp (“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 the preceding discussion, the words “estimates,” “believes,” “hopes,” “expects,” “intends,” “on-track”, “plans,” “anticipates,” or “may,” 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. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. 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 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. Trio undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Investor Relations Contact:

 

Redwood Empire Financial Communications

Michael Bayes

(404) 809 4172

michael@redwoodefc.com

 

 

v3.25.1

Cover	May 27, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 27, 2025
Entity File Number	001-41643
Entity Registrant Name	Trio Petroleum Corp.
Entity Central Index Key	0001898766
Entity Tax Identification Number	87-1968201
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	23823 Malibu Road
Entity Address, Address Line Two	Suite 304
Entity Address, City or Town	Malibu
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90265
City Area Code	(661)
Local Phone Number	324-3911
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TPET
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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