DUNXF 6-K
Dune Oil Corp. (DUNXF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
December 2025
Commission File Number: 000-55539
TRILLION ENERGY INTERNATIONAL INC.
Suite 700, 838 W. Hastings Street, Vancouver, BC V6C 0A6
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Explanatory Note
Trillion Energy International Inc. (the “Company”) is furnishing this Form 6-K to provide its consolidated interim financial statements for the three and nine months ended September 30, 2025, and 2024 and Management Discussion and Analysis related thereto as filed in the SEDAR filing system.
Exhibits:
| 99.1 | CONSOLIDATED INTERIM FINANCIAL STATEMENTs FOR THE Three and NINE MONTHS ENDED September 30, 2025 AND 2024 |
| 99.2 | MANAGEMENT DISCUSSION AND ANALYSIS |
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, thereunto duly authorized.
| TRILLION ENERGY INTERNATIONAL INC. | ||
| (Registrant) | ||
| Date: December 1, 2025 | By: | /s/ David Thompson |
| David Thompson | ||
| Chief Financial Officer | ||
Exhibit 99.1
Trillion Energy International Inc.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Stated in United States dollars)
NOTICE OF NO AUDITOR REVIEW OF
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated interim financial statements for Trillion Energy International Inc. (the “Company”) have been prepared by management in accordance with International Financing Reporting Standards (“IFRS”). These condensed consolidated interim financial statements, which are the responsibility of management, are unaudited and have not been reviewed by the Company’s auditors. The Company’s Audit Committee and Board of Directors have reviewed and approved these condensed consolidated interim financial statements. In accordance with the disclosure requirements of National Instrument 51-102 released by the Canadian Securities Administrators, the Company’s independent auditors have not performed a review of these condensed consolidated interim financial statements.
TRILLION ENERGY INTERNATIONAL INC.
Index to the Condensed Consolidated Interim Financial Statements
TRILLION ENERGY INTERNATIONAL INC.
Consolidated Interim Statements of Financial Position
(Expressed in U.S. dollars)
| Notes | September 30, 2025 (Unaudited) | December 31, 2024 (Audited) | |||||||||
| ASSETS | $ | $ | |||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | 597,207 | 599,208 | |||||||||
| Amounts receivable | 3 | 826,011 | 1,370,781 | ||||||||
| Prepaid expenses and deposits | 4 | 39,168 | 255,756 | ||||||||
| Assets held for sale | 5 | 387,797 | 387,797 | ||||||||
| Total current assets | 1,850,183 | 2,613,542 | |||||||||
| Oil and gas properties, net | 6 | 48,071,168 | 50,823,184 | ||||||||
| Property and equipment, net | 7 | 432,219 | 741,683 | ||||||||
| Long-term deposits | 4 | 756,634 | 686,159 | ||||||||
| TOTAL ASSETS | 51,110,204 | 54,864,568 | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | 8,18 | 15,822,300 | 14,807,865 | ||||||||
| Loans payable | 9,18 | 5,148,667 | 5,361,978 | ||||||||
| Convertible debt | 11 | 11,234,849 | 10,364,993 | ||||||||
| Lease liability | 10 | 3,237 | 10,356 | ||||||||
| Total current liabilities | 32,209,053 | 30,545,192 | |||||||||
| Asset retirement obligation | 12 | 6,374,926 | 5,895,209 | ||||||||
| Lease liability | 10 | - | 35,017 | ||||||||
| Deferred tax liability | 23 | 3,836,051 | 4,239,942 | ||||||||
| TOTAL LIABILITIES | 42,420,030 | 40,715,360 | |||||||||
| Stockholders’ equity | |||||||||||
| Share capital | 79,547,948 | 78,382,631 | |||||||||
| Notes and amounts receivable for equity issued | 13,18 | (90,425 | ) | (90,425 | ) | ||||||
| Warrant and option reserve | 7,228,093 | 7,209,546 | |||||||||
| Shares to be cancelled | 7,645 | 7,645 | |||||||||
| Obligation to issue shares | 14,18 | 18,000 | 6,000 | ||||||||
| Accumulated other comprehensive loss | (21,656,290 | ) | (17,356,701 | ) | |||||||
| Accumulated deficit | (56,364,797 | ) | (54,009,488 | ) | |||||||
| TOTAL STOCKHOLDERS’ EQUITY | 8,690,174 | 14,149,208 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 51,110,204 | 54,864,568 | |||||||||
Nature of operations (Note 1)
Commitments and Contingencies (Note 24)
Subsequent events (Note 25)
APPROVED BY THE BOARD OF DIRECTORS ON DECEMBER 1, 2025:
| “Sean Stofer” | “David Thompson” | |
| Director | Director |
See accompanying notes to condensed consolidated interim financial statements.
| 2 |
TRILLION ENERGY INTERNATIONAL INC.
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in U.S. dollars)
(Unaudited)
For the three months ended | For the nine months ended | ||||||||||||||||||
| Notes | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||||
| Revenue | |||||||||||||||||||
| Oil and gas revenue, net | 20 | $ | 677,790 | $ | 2,325,694 | $ | 2,253,256 | $ | 4,890,758 | ||||||||||
| Cost and expenses | |||||||||||||||||||
| Production | 687,253 | 1,245,422 | 2,010,056 | 3,500,755 | |||||||||||||||
| Depletion | 6 | 14,664 | 591,051 | 128,158 | 823,146 | ||||||||||||||
| Depreciation | 7 | 14,551 | 20,810 | 52,308 | 65,972 | ||||||||||||||
| Accretion of asset retirement obligation | 12 | 70,947 | 71,604 | 202,727 | 199,869 | ||||||||||||||
| Stock-based compensation | 15,17,18 | 1,588 | 650,687 | 18,547 | 1,019,512 | ||||||||||||||
| General and administrative | 19 | 780,302 | 1,200,920 | 2,482,331 | 4,620,866 | ||||||||||||||
| Geological and geophysical expenses | 6,361 | 137,831 | 37,180 | 1,050,591 | |||||||||||||||
| Total expenses | 1,575,666 | 3,918,325 | 4,931,307 | 11,280,711 | |||||||||||||||
| Loss before other income (expenses) | (897,876 | ) | (1,592,631 | ) | (2,678,051 | ) | (6,389,953 | ) | |||||||||||
| Other income (expense) | |||||||||||||||||||
| Interest income (expense) | (133,443 | ) | 30,794 | (265,088 | ) | 73,527 | |||||||||||||
| Loss on sale of O&G assets | (17,024 | ) | (342,443 | ) | (17,024 | ) | (638,515 | ) | |||||||||||
| Finance cost | 9,11 | (680,773 | ) | (643,979 | ) | (1,991,064 | ) | (1,924,109 | ) | ||||||||||
| Foreign exchange loss | (764,494 | ) | (720,213 | ) | (2,118,121 | ) | (2,627,242 | ) | |||||||||||
| Loss on extinguishment of accounts payable and loan payable | - | (5,753 | ) | - | (254,077 | ) | |||||||||||||
| Gain (Loss) on write-off of notes and other receivables | 13 | - | 11 | - | (7,741 | ) | |||||||||||||
| Gain on debt settlement | 321,379 | - | 552,259 | - | |||||||||||||||
| Gain on revaluation for assets held for sale | 17,615 | - | 62,565 | - | |||||||||||||||
| Gain on disposal of equipment | 1,859 | - | 63,535 | - | |||||||||||||||
| Gain (Loss) on issuance of shares | 14 | - | 7 | - | (5,089 | ) | |||||||||||||
| Gain on net monetary position | 2 | 3,520,731 | 4,125,084 | 10,663,336 | 16,172,305 | ||||||||||||||
| Gain on modification of lease | 10 | 946 | 2,023 | 32,309 | 45,366 | ||||||||||||||
| Loss on impairment of O&G assets | 6 | (6,431,000 | ) | - | (6,431,000 | ) | - | ||||||||||||
| Total other income (expense) | (4,164,204 | ) | 2,445,531 | 551,707 | 10,834,425 | ||||||||||||||
| Net income (loss) before taxes | (5,062,080 | ) | 852,900 | (2,126,344 | ) | 4,444,472 | |||||||||||||
| Deferred tax expense | 23 | 1,070,202 | (2,030,631 | ) | (228,965 | ) | (3,952,599 | ) | |||||||||||
| Net income (loss) | (3,991,878 | ) | (1,177,731 | ) | (2,355,309 | ) | 491,873 | ||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||
| Foreign currency translation | (603,954 | ) | (1,180,840 | ) | (4,299,589 | ) | (3,313,884 | ) | |||||||||||
| Comprehensive income (loss) | $ | (4,595,832 | ) | $ | (2,358,571 | ) | (6,654,898 | ) | (2,822,011 | ) | |||||||||
| 3 |
TRILLION ENERGY INTERNATIONAL INC.
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in U.S. dollars)
(Unaudited)
| Earnings (loss) per share – Basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | 0.00 | |||||
| Weighted average shares outstanding – Basic | 202,870,364 | 125,624,765 | 183,197,069 | 122,996,845 | ||||||||||||
| Weighted average shares outstanding – Diluted | 202,870,364 | 125,624,765 | 183,197,069 | 123,305,849 |
See accompanying notes to condensed consolidated interim financial statements.
| 4 |
TRILLION ENERGY INTERNATIONAL INC.
Consolidated Interim Statements of Stockholders’ Equity (Expressed in U.S. dollars)
(Unaudited)
| Shares | Share capital | Warrant and option reserve | Receivables for equity issued | Obligation to issue shares | Shares to be cancelled | Accumulated other comprehensive income (loss) | Accumulated deficit | Total | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Balance, December 31, 2023 | 115,250,810 | 74,586,724 | 6,239,370 | (113,309 | ) | 396,177 | 7,645 | (12,964,837 | ) | (45,939,198 | ) | 22,212,572 | ||||||||||||||||||||||||
| Stock issued in private placements | 26,847,863 | 1,648,042 | 53,755 | (2,800 | ) | - | - | - | - | 1,698,997 | ||||||||||||||||||||||||||
| Stock issued on conversion of convertible debt | 333 | 737 | - | - | - | - | - | - | 737 | |||||||||||||||||||||||||||
| Stock issued for RSUs | 1,509,610 | 344,470 | (42,977 | ) | - | (283,095 | ) | - | - | - | 18,398 | |||||||||||||||||||||||||
| Stock issued for debt settlement | 12,421,554 | 1,470,079 | - | - | (94,210 | ) | - | - | - | 1,375,869 | ||||||||||||||||||||||||||
| Stock-based compensation – options | - | - | 875,089 | - | - | - | - | - | 875,089 | |||||||||||||||||||||||||||
| Stock-based compensation – RSU’s | - | - | 123,094 | - | - | - | - | - | 123,094 | |||||||||||||||||||||||||||
| Stock issued for services | 2,696,791 | 258,648 | (33,111 | ) | - | (12,872 | ) | - | - | - | 212,665 | |||||||||||||||||||||||||
| Comprehensive income | - | - | - | - | - | - | (3,313,884 | ) | 491,873 | (2,822,011 | ) | |||||||||||||||||||||||||
| Balance, September 30, 2024 | 158,726,961 | 78,308,700 | 7,215,220 | (116,109 | ) | 6,000 | 7,645 | (16,278,721 | ) | (45,447,325 | ) | 23,695,410 | ||||||||||||||||||||||||
| Balance, December 31, 2024 | 159,488,767 | 78,382,631 | 7,209,546 | (90,425 | ) | 6,000 | 7,645 | (17,356,701 | ) | (54,009,488 | ) | 14,149,208 | ||||||||||||||||||||||||
| Stock issued for debt settlement | 12,882,068 | 337,125 | - | - | - | - | - | - | 337,125 | |||||||||||||||||||||||||||
| Stock issued for services | 2,332,415 | 73,857 | - | - | 12,000 | - | - | - | 85,857 | |||||||||||||||||||||||||||
| Stock issued for convertible debentures | 29,846,659 | 754,335 | - | - | - | - | - | - | 754,335 | |||||||||||||||||||||||||||
| Stock-based compensation – RSU’s | - | - | 18,547 | - | - | - | - | - | 18,547 | |||||||||||||||||||||||||||
| Net income and comprehensive income | - | - | - | - | - | - | (4,299,589 | ) | (2,355,309 | ) | (6,654,898 | ) | ||||||||||||||||||||||||
| Balance, September 30, 2025 | 204,549,909 | 79,547,948 | 7,228,093 | (90,425 | ) | 18,000 | 7,645 | (21,656,290 | ) | (56,364,797 | ) | 8,690,174 | ||||||||||||||||||||||||
See accompanying notes to condensed consolidated interim financial statements.
| 5 |
TRILLION ENERGY INTERNATIONAL INC.
Consolidated Interim Statements of Cash Flows (Expressed in U.S. dollars)
(Unaudited)
| Nine months ended | ||||||||
September 30, 2025 | September 30, 2024 | |||||||
| OPERATING ACTIVITIES | $ | $ | ||||||
| Net income for the period | (2,355,309 | ) | 491,873 | |||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | 18,547 | 1,019,512 | ||||||
| Stock issued for services | 85,857 | 196,156 | ||||||
| Depletion | 128,158 | 823,146 | ||||||
| Depreciation | 52,308 | 65,972 | ||||||
| Professional fees | - | (33,111 | ) | |||||
| Accretion of asset retirement obligation | 202,727 | 199,869 | ||||||
| Accretion and accrued interest expense | 1,990,178 | 1,258,447 | ||||||
| Interest expense (income) | 18,025 | (2,206 | ) | |||||
| Unrealized foreign exchange (gain) loss | 2,148,219 | 618,076 | ||||||
| Gain on revaluation for assets held for sale | (62,565 | ) | - | |||||
| Loss (gain) on debt settlement | (552,259 | ) | 254,077 | |||||
| Loss on issuance of shares | - | 5,089 | ||||||
| Loss on write-off of notes and other receivables | - | 7,741 | ||||||
| Loss on sale of O&G assets | 17,024 | 638,515 | ||||||
| Loss impairment of O&G assets | 6,431,000 | - | ||||||
| Gain on disposal of equipment | (63,535 | ) | - | |||||
| Gain on net monetary position | (10,663,336 | ) | (16,172,305 | ) | ||||
| Gain on modification of lease | (30,053 | ) | (45,366 | ) | ||||
| Deferred tax expense | 228,965 | 3,952,599 | ||||||
| Changes in non-cash working capital items: | ||||||||
| Amounts receivable | 373,865 | (519,305 | ) | |||||
| Prepaid expenses and deposits | 199,079 | 480,720 | ||||||
| Accounts payable and accrued liabilities | 2,421,642 | 2,706,764 | ||||||
| Net cash provided by (used in) operating activities | 588,537 | (4,053,737 | ) | |||||
| INVESTING ACTIVITIES | ||||||||
| Property and equipment expenditures | (12,681 | ) | (4,662 | ) | ||||
| Oil and gas properties expenditures | (606,783 | ) | (946,875 | ) | ||||
| Proceeds from sale of oil and gas assets | 24,288 | 727,322 | ||||||
| Advances from JV Partners | 388,019 | - | ||||||
| Changes in non-cash working capital items: | ||||||||
| Prepaid expenses and deposits | (172,892 | ) | (245,731 | ) | ||||
| Accounts payable and accrued liabilities | (8,201 | ) | 1,483,674 | |||||
| Net cash (used in) provided by investing activities | (388,250 | ) | 1,013,728 | |||||
| FINANCING ACTIVITIES | ||||||||
| Repayments of loans payable | (1,500,602 | ) | (124,114 | ) | ||||
| Lease payments | (11,082 | ) | (22,351 | ) | ||||
| Proceeds from private placements | - | 1,769,508 | ||||||
| Share issuance costs | - | (67,711 | ) | |||||
| Proceeds from loans payable | 1,202,380 | 73,352 | ||||||
| Net cash (used in) provided by financing activities | (309,304 | ) | 1,628,684 | |||||
| Effect of exchange rate changes on cash and cash equivalents | 107,016 | 468,617 | ||||||
| Net increase (decrease) in cash and cash equivalents | (2,001 | ) | (942,708 | ) | ||||
| Cash and cash equivalents, beginning of period | 599,208 | 1,188,445 | ||||||
| Cash and cash equivalents, end of period | 597,207 | 245,737 | ||||||
| 6 |
TRILLION ENERGY INTERNATIONAL INC.
Consolidated Interim Statements of Cash Flows (Expressed in U.S. dollars)
(Unaudited)
| Nine months ended | ||||||||
September 30, 2025 | September 30, 2024 | |||||||
| Supplemental cash flow information | $ | $ | ||||||
| Interest paid on credit facilities | 264,379 | 1,008,407 | ||||||
| Interest paid on lease liability | 9,747 | - | ||||||
| Non-cash investing and financing activities: | ||||||||
| Stock issued for debt settlement | 337,125 | 1,221,755 | ||||||
| Stock issued for services | 85,857 | 264,648 | ||||||
See accompanying notes to condensed consolidated interim financial statements.
| 7 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 1. | Organization |
Trillion Energy International Inc. and its consolidated subsidiaries, (collectively referred to as the “Company”) is a Canadian based oil and gas exploration and production company. Effective January 2022, the corporate headquarters moved to Suite 700, 838 West Hastings Street, Vancouver, B.C., Canada from Turan Gunes Bulvari, Park Oran Ofis Plaza, 180-y, Daire:54, Kat:14, 06450, Oran, Cankaya, Anakara, Turkey. The Company also has a registered office in Canada. The Company is incorporated in British Columbia. The Company’s shares trade on the OTCQB under the symbol “TRLEF” and trade on the Canadian Securities Exchange (the “Exchange”) under the symbol “TCF”.
On January 21, 2022, the Company redomiciled from Delaware to a British Columbia corporation by way of an amalgamation transaction with the Company’s British Columbian subsidiary, Trillion Energy Inc. (the “Repatriation Transaction”). Pursuant to the Repatriation Transaction, for every one common stock of Trillion Energy International Inc., the shareholders will receive one common stock of Trillion Energy Inc. The Company will continue to operate and report under the name of Trillion Energy International Inc.
As a result of the Repatriation Transaction, the Company meets the definition of a foreign private issuer, as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended.
On September 18, 2023, the Company consolidated its issued share capital on a ratio of five old common shares for every one new post-consolidated common share. All current and comparative references to the number of common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this share consolidation (the “Share Consolidation”).
These condensed consolidated interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at September 30, 2025, the Company’s current liabilities exceeded its current assets by $30,358,870 (December 31, 2024 – $27,931,650) and its accumulated deficit amounts to $56,364,797 (December 31, 2024 – $54,009,488). For the nine months ended September 30, 2025, net cash provided by operating activities was $588,537 (2024 – $4,053,737 used by). The Company’s continuation as a going concern is dependent upon its ability to complete financing sufficient to meet current and future obligations, the successful results from its business activities, and its ability to operate profitably and generate funds. Although the Company raised capital in previous reporting periods, additional funding will be required to continue current operations and further advance its existing oil and gas assets in the upcoming 12 months. These factors indicate the existence of material uncertainty which raises substantial doubt about the Company’s ability to continue as a going concern.
| 8 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 2. | Material Accounting Policies |
| (a) | Statement of Compliance and Basis of Presentation |
These unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of condensed interim financial statements, including International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”), and the Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Accordingly, certain disclosures included in annual financial statements have been condensed or omitted and these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024.
| 2. | Material Accounting Policies (continued) |
The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its unaudited condensed consolidated interim financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The critical judgments and estimates applied in the preparation of the Company’s condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s consolidated financial statements for the year ended December 31, 2024. In addition, the accounting policies applied in these condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s audited financial statements for the year ended December 31, 2024.
These condensed consolidated interim financial statements were authorized for issue by the board of directors of the Company (the “Board of Directors”) on December 1, 2025.
The condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective as at January 1, 2024. The condensed consolidated interim financial statements are expressed in U.S. dollars. These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries Park Place Energy Corp. (“PPE Corp.”), Park Place Energy Bermuda (“PPE Bermuda”), BG Exploration EOOD (“BG Exploration”), Park Place Energy Turkey (“PPE Turkey”) and Trillion Energy International Petrol Arama (“Petrol Arama”). The Company’s oil and gas operations are conducted jointly with its joint venture partner (Note 6). The joint arrangement meets the definition of a joint operation under IFRS 11, “Joint Arrangements” (“IFRS 11”); therefore, the Company’s share of the assets, liabilities, revenues and expenses are recorded in the consolidated financial statements. All intercompany balances and transactions are eliminated on consolidation.
The functional currency of BG Exploration is the Bulgarian Lev. The functional currency of the Company’s Turkish operations is the Turkish Lira (“₺”). The functional currency of the Company’s Bermuda subsidiary is the United States dollar (“USD”), and the function currency of PPE Corp is the USD. Prior to January 1, 2022, the functional currency of Trillion Energy International Inc. was USD. The Company redomiciled from United States to Canada and became a Canadian Company in January 2022, resulting in the parent’s expenditures being denominated primarily in Canadian dollar (“CAD”) and the Company being funded primarily from issuance of equity instruments which proceeds are in CAD. As a result, the Company determined that the functional currency of the parent was changed to CAD effective January 1, 2022.
The Company has accounted for the change in functional currency prospectively with no impact of this change on prior period comparative information. The Company has made an accounting policy choice to reassess the classification of financial instruments as liabilities or equity or vice versa as applicable when the functional currency of the Company or its subsidiaries changes. The policy will be applied consistently in the future.
A portion of the Company’s exploration and development activities are conducted jointly with others. The joint interests are accounted for on a proportionate consolidation basis and as a result the financial statements reflect only the Company’s proportionate share of the assets, liabilities, revenues, expenses and cash flows from these activities.
| 9 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 2. | Material Accounting Policies (continued) |
| Name of the joint arrangement | Nature of the relationship with the joint arrangement | Principal place of operation of joint arrangement | Proportion of participating share | |||||
| South Akcakoca Sub-Basin (“SASB”) | Operator | Turkey | 49 | % | ||||
| Cendere | Participant | Turkey | 19.6 | % | ||||
Basis of Measurement
These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain derivative liabilities, which are measured at fair value.
Hyperinflation
Due to various qualitative factors and developments with respect to the economic environment in Turkey, including but not limited to, the acceleration of multiple local inflation indices, the three-year cumulative inflation rate of the local Turkish wholesale price index exceeding 100% at the end of February 2022 and the significant devaluation of the Turkish Lira, Turkey has been designated a hyper-inflationary economy as of April 1, 2022 for accounting purposes.
Accordingly, IAS 29, Financial Reporting in Hyper-Inflationary Economies was adopted by the Company in its consolidated financial statements and applied to these consolidated financial statements in relation to PPE Turkey. The condensed consolidated interim financial statements are based on the historical cost approach in IAS 29.
The application of hyperinflation accounting requires restatement of PPE Turkey’s non-monetary assets and liabilities, equity and comprehensive income (loss) items from the original transaction date when they were first recognized into the current purchasing power which reflects a general price index current at the end of the reporting period. To measure the impact of inflation on its financial statements and results, the Company has elected to use the consumer price index (“CPI”) as published by the Turkish Statistical Institute “TURKSTAT”.
IAS 29 also requires the restatement of comparative periods for the effects of hyperinflation unless the comparatives were previously presented in a different presentation currency of a non-hyperinflationary economy. The condensed consolidated interim financial statements of the Company are presented in US dollars, a stable currency, and as a result the comparative amounts do not require restatement.
On April 1, 2022, the Company recognized an adjustment of $473,907 for the impact of hyperinflation within accumulated other comprehensive loss related to the non-monetary assets held by PPE Turkey, which have been restated from the historic date when they were first recognized to the beginning of the reporting period (the “Opening Hyperinflation Adjustment”). On initial adoption of IAS 29, there is an accounting policy choice to recognize the Opening Hyperinflation Adjustment directly to opening equity or to other comprehensive income and the Company has elected to recognize this amount directly to opening equity.
The value of the CPI at September 30, 2025, was 3,367 (December 31, 2024 - 2,685) and the movement in the CPI for the nine months ended September 30, 2025 was 682 (2024 – 667), an increase of approximately 25% (2024 – 36%). As a result, the Company recognized a net monetary gain of $10,663,336 for the nine months ended September 30, 2025 (2024 – $16,172,305) to restate transactions into a measuring unit current as of each period end.
| 10 |
| 3. | Amounts Receivable |
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Accounts receivable | 748,686 | 1,300,810 | ||||||
| GST receivable | 8,433 | 9,117 | ||||||
| Interest receivable | 28,270 | 24,519 | ||||||
| Other | 40,622 | 36,335 | ||||||
| 826,011 | 1,370,781 | |||||||
| 4. | Prepaid Expenses and Deposits |
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Exploration and production advances | 39,168 | 172,982 | ||||||
| Prepaid expenses | – | 82,774 | ||||||
| Close-Out Fund (Note 12) | 756,634 | 686,159 | ||||||
| 795,802 | 941,915 | |||||||
| Prepaid expenses and deposits – Current | 39,168 | 255,756 | ||||||
| Long-term deposits | 756,634 | 686,159 | ||||||
| 5. | Assets Held for Sale |
In 2023, management committed to a plan to sell left-over field equipment with a carrying amount of $3,036,216. Accordingly, the equipment is presented as assets held for sale.
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Beginning balance | 387,797 | 1,479,429 | ||||||
| Reclassified to oil and gas properties | – | (172,112 | ) | |||||
| Proceeds on sale of assets held for sale | – | (629,523 | ) | |||||
| Loss on impairment and sale of assets held for sale | – | (132,737 | ) | |||||
| Gain on revaluation for assets held for sale | 62,565 | – | ||||||
| Foreign currency translation | (62,565 | ) | (157,260 | ) | ||||
| 387,797 | 387,797 | |||||||
The non-recurring fair value measurement for the assets held for sale has been categorized as a Level 3 fair value and is based on management’s best estimate of the fair value of similar products in similar conditions in the marketplace. The key inputs used by management to estimate the fair value of the assets-held-for sale is based on offers received from third parties for a large portion of the equipment and extrapolation of the discount to similar items in the assets listing.
| 11 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 6. | Oil and Gas Properties |
| SASB | Cendere | Total | ||||||||||
| Cost | $ | $ | $ | |||||||||
| As at December 31, 2023 | 59,105,389 | 2,651,992 | 61,757,381 | |||||||||
| Additions | 2,127,764 | – | 2,127,764 | |||||||||
| JV Contributions | (1,348,810 | ) | – | (1,348,810 | ) | |||||||
| Reclassified from assets held for sale | 172,112 | – | 172,112 | |||||||||
| Sale of O&G assets | (1,087,146 | ) | – | (1,087,146 | ) | |||||||
| Change in ARO estimate and additions | (610,113 | ) | (1,587 | ) | (611,700 | ) | ||||||
| Currency translation adjustment | (10,685,298 | ) | (421,305 | ) | (11,106,603 | ) | ||||||
| Impact of hyperinflation | 22,177,851 | 989,773 | 23,167,624 | |||||||||
| As at December 31, 2024 | 69,851,749 | 3,218,873 | 73,070,622 | |||||||||
| Additions | 606,783 | – | 606,783 | |||||||||
| Sale of O&G assets | (84,571 | ) | – | (84,571 | ) | |||||||
| JV Contributions | (388,019 | ) | – | (388,019 | ) | |||||||
| Change in ARO estimate and additions | 272,265 | 1,658 | 273,923 | |||||||||
| Currency translation adjustment | (10,472,025 | ) | (480,568 | ) | (10,952,593 | ) | ||||||
| Impact of hyperinflation | 15,147,389 | 696,535 | 15,843,924 | |||||||||
| As at September 30, 2025 | 74,933,571 | 3,436,498 | 78,370,069 | |||||||||
| Accumulated depletion and impairment | ||||||||||||
| As at December 31, 2023 | 7,083,686 | 2,019,595 | 9,103,281 | |||||||||
| Depletion | 1,233,377 | 67,040 | 1,300,417 | |||||||||
| Impairment | 9,892,000 | – | 9,892,000 | |||||||||
| Currency translation adjustment | (1,125,451 | ) | (320,873 | ) | (1,446,324 | ) | ||||||
| Impact of hyperinflation | 2,644,191 | 753,873 | 3,398,064 | |||||||||
| As at December 31, 2024 | 19,727,803 | 2,519,635 | 22,247,438 | |||||||||
| Depletion | 102,215 | 25,943 | 128,158 | |||||||||
| Impairment | 6,431,000 | - | 6,431,000 | |||||||||
| Currency translation adjustment | (2,944,580 | ) | (376,082 | ) | (3,320,662 | ) | ||||||
| Impact of hyperinflation | 4,267,869 | 545,098 | 4,812,967 | |||||||||
| As at September 30, 2025 | 27,584,307 | 2,714,594 | 30,298,901 | |||||||||
| Net book value | ||||||||||||
| As at December 31, 2024 | 50,123,946 | 699,238 | 50,823,184 | |||||||||
| As at September 30, 2025 | 47,349,264 | 721,904 | 48,071,168 | |||||||||
Cendere oil field
The Cendere onshore oil field, which is located in South East Turkey has a total of 25 wells. The operator of the Cendere Field is Türkiye Petrolleri Anonim Ortaklığı (“TPAO”). The Company’s interest is 19.6% for all wells except for wells C-13, C-15 and C-16, for which its interest is 9.8%. As at September 30, 2025, the depletion calculation includes future development costs of $32,600 (December 31, 2024 – $32,600) based on the most recent reserve report.
| 12 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 6. | Oil and Gas Properties (continued) |
The South Akcakoca Sub-Basin (“SASB”)
The Company owns offshore production licenses called the South Akcakoca Sub-Basin (“SASB”). The Company owns a 49% working interest in SASB in partnership with TPAO. SASB has four producing fields, each with a production platform plus subsea pipelines that connect the fields to an onshore gas plant. The four SASB fields are located off the north coast of Turkey towards the western end of the Black Sea.
Impairment
Management assesses each field for impairment indicators at each reporting date. Impairment indicators considered include the following:
| ● | Plans to discontinue or dispose of the asset before the previously expected date; | |
| ● | Significant reductions in estimates or reserves; | |
| ● | Significant cost overrun on a capital project; | |
| ● | Significant increases in the expected cost of dismantling assets and restoring the site; and | |
| ● | Production difficulties. |
As at September 30, 2025 and December 31, 2024, the Company performed an assessment of potential impairment indicators and noted that the Company’s net asset value was greater than its market capitalization and that the Company’s oil and gas properties have underperformed. As a result of the impairment indicators noted, the Company performed an impairment test in accordance with IFRS. This resulted in a $6,431,000 (December 31, 2024 - $9,892,000) impairment of the Company’s SASB gas property and no impairment on the Cendere oil property. For the purposes of testing impairment and determining value in use of the SASB property, the Company used a 15-year forecast of before-tax net cash flows on proved developed reserves (i.e. excluding proved undeveloped reserves) obtained from the annual reserve report discounted at 15% to estimate the value in use of the SASB property. This resulted in a recoverable amount (value in use) of $47,349,000 (December 31, 2024 - $50,124,000). The pre-impairment carrying value of the SASB cash generating unit includes the net book value of the SASB property of $53,780,000 (December 31, 2024 - $60,016,000).
Sale of assets
During the year ended December 31, 2024, the Company sold tubing and casing with a cost of $1,087,146 for proceeds of $621,054, resulting in a loss of $466,092. During the nine months ended September 30, 2025, the Company sold tubing and casing with a cost of $38,273 for proceeds of $21,249, resulting in a loss of $17,024.
| 13 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 7. | Property and Equipment |
| Right-of-use assets | Leasehold improvements | Other Equipment | Motor Vehicles | Furniture | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| As at December 31, 2023 | 202,790 | 208,913 | 358,889 | 362,181 | 67,122 | 1,199,895 | ||||||||||||||||||
| Additions | – | – | – | – | 15,309 | 15,309 | ||||||||||||||||||
| Modification | (46,120 | ) | – | – | – | – | (46,120 | ) | ||||||||||||||||
| Currency translation adjustment | (26,099 | ) | (29,292 | ) | (57,820 | ) | (57,543 | ) | (9,533 | ) | (180,287 | ) | ||||||||||||
| Impact of hyperinflation | 64,071 | 66,407 | 133,966 | 135,194 | 19,916 | 419,554 | ||||||||||||||||||
| As at December 31, 2024 | 194,642 | 246,028 | 435,035 | 439,832 | 92,814 | 1,408,351 | ||||||||||||||||||
| Additions | – | 12,681 | – | – | – | 12,681 | ||||||||||||||||||
| Disposals | (208,261 | ) | – | – | (470,606 | ) | – | (678,867 | ) | |||||||||||||||
| Currency translation adjustment | (2,222 | ) | (33,665 | ) | (65,053 | ) | (31,616 | ) | (11,610 | ) | (144,166 | ) | ||||||||||||
| Impact of hyperinflation | 42,991 | 47,009 | 94,289 | 62,390 | 16,443 | 263,122 | ||||||||||||||||||
| As at September 30, 2025 | 27,150 | 272,053 | 464,271 | – | 97,647 | 861,121 | ||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||
| As at December 31, 2023 | 68,772 | 144,686 | 99,179 | 148,016 | 18,692 | 479,345 | ||||||||||||||||||
| Depreciation | 14,230 | 10,706 | 28,837 | 22,513 | 11,122 | 87,408 | ||||||||||||||||||
| Currency translation adjustment | (10,927 | ) | (21,650 | ) | (15,758 | ) | (23,517 | ) | (2,189 | ) | (74,041 | ) | ||||||||||||
| Impact of hyperinflation | 25,671 | 50,869 | 37,022 | 55,251 | 5,143 | 173,956 | ||||||||||||||||||
| As at December 31, 2024 | 97,746 | 184,611 | 149,280 | 202,263 | 32,768 | 666,668 | ||||||||||||||||||
| Depreciation | 12,239 | 8,687 | 16,302 | 8,768 | 6,313 | 52,309 | ||||||||||||||||||
| Disposals | (107,173 | ) | – | – | (224,599 | ) | – | (331,772 | ) | |||||||||||||||
| Currency translation adjustment | (14,590 | ) | (26,052 | ) | (22,282 | ) | (30,190 | ) | (4,718 | ) | (97,832 | ) | ||||||||||||
| Impact of hyperinflation | 21,147 | 37,033 | 32,296 | 43,758 | 5,295 | 139,529 | ||||||||||||||||||
| As at September 30, 2025 | 9,369 | 204,279 | 175,596 | – | 39,658 | 428,902 | ||||||||||||||||||
| Net Book Value | ||||||||||||||||||||||||
| As at December 31, 2024 | 96,896 | 61,417 | 285,755 | 237,569 | 60,046 | 741,683 | ||||||||||||||||||
| As at September 30, 2025 | 17,781 | 67,774 | 288,675 | – | 57,989 | 432,219 | ||||||||||||||||||
| 8. | Accounts Payable and Accrued Liabilities |
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Accounts payable | 15,354,141 | 14,156,541 | ||||||
| Accrued liabilities | 370,174 | 240,462 | ||||||
| Payroll, withholding and sales tax liabilities | 97,985 | 410,862 | ||||||
| 15,822,300 | 14,807,865 | |||||||
| 14 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 9. | Loans Payable |
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Unsecured, interest-bearing loan at 6% per annum2,3 | 33,399 | 36,512 | ||||||
| Unsecured, interest-bearing loan at 1% per month1 | 3,381,375 | 3,141,750 | ||||||
| Unsecured, interest-bearing loan at 8.25% per annum4 | 194,253 | 1,034,484 | ||||||
| Unsecured, interest-bearing loan at 52% per annum5 | 192,453 | 1,009,883 | ||||||
| Unsecured, interest-bearing loan at 12% per month6 | 144,807 | 139,349 | ||||||
| Unsecured, interest-bearing loan at a variable interest rate7 | 1,202,380 | – | ||||||
| Total loans payable | 5,148,667 | 5,361,978 | ||||||
| Current portion of loans payable | (5,148,667 | ) | (5,361,978 | ) | ||||
| Long-term portion of loans payable | – | – | ||||||
| (1) | On July 1, 2023, the Company entered into agreements with TR1 Master Fund to borrow $1,065,000 and $1,597,500. The loans were issued with a $65,000 and $97,500 discount, respectively, and bear an interest rate of 1% per month. The maturity date was December 31, 2023, and the Company is claiming that the principal of TR1 Master Fund agreed to extend the loans to December 31, 2024. In the event that the loan is repaid in full prior to the maturity date, the minimum interest payments on the loans are $40,000 and $60,000, respectively. If, during the period that any amount of the loan remains outstanding, the Company issues any equity, the Lender may demand repayment of all or part of the principal amount of the loan in an amount equal to the aggregate subscription price of the equity offering. Accrued interest in excess of the minimum interest payments of $95,850 and $143,775, respectively, were recorded during the nine months ended September 30, 2025. The Company is currently in discussions with the lender and has not made any repayments as at the date of these condensed consolidated interim financial statements. | |
| (2) | On July 20, 2023, the Company entered into a promissory note with 1324025 BC Ltd for CAD$300,000 (USD$228,023). The promissory note bears an interest rate of 6% per annum. The principal plus all accrued unpaid interest is to be repaid on demand but no later than December 31, 2024. During the year ended December 31, 2024, CAD$218,509 (USD$157,016) of the principal balance was repaid and CAD$13,072 (USD$9,543) in interest was accrued. During the nine months ended September 30, 2025, CAD$8,000 (USD$5,536) of the principal balance was repaid and CAD$2,000 (USD$1,437) in interest was accrued. | |
| (3) | On September 1, 2023, the Company entered into a promissory note with 2476393 Alberta Ltd for CAD$546,000 (USD$402,115). The promissory note bears an interest rate of 6% per annum. The principal plus all accrued unpaid interest is to be repaid on demand but no later than December 31, 2024. During the year ended December 31, 2024, the Company entered into a debt settlement agreement to settle the CAD$546,000 (USD$397,948) principal amount. The Company issued 2,730,000 shares at a deemed price of $0.20 per share resulting in a CAD$109,200 (USD$81,417) loss on extinguishment of loan payable. | |
| (4) | On December 13, 2024, Park Place Turkey Limited entered into a loan with Garanti Bank in the amount of $1,120,000. The loan matures on November 13, 2025, and bears interest at 8.25% per annum. Principal and accrued interest are paid monthly. During the year ended December 31, 2024, the Company made $89,857 in principal payments and $7,700 in interest payments. As at December 31, 2024, accrued interest of $4,341 was recorded. During the nine months ended September 30, 2025, the Company made $837,024 in principal payments and $40,985 in interest payments. As at September 30, 2025, accrued interest of $1,134 was recorded. |
| 15 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 9. | Loans Payable (continued) |
| (5) | On December 18, 2024, Park Place Turkey Limited entered into a loan with Garanti Bank in the amount of ₺37,500,000 (or approximately USD$1,070,617). The loan matures on November 18, 2025, and bears interest at 52% per annum. Principal and accrued interest are paid monthly. During the year ended December 31, 2024, the Company made ₺2,418,003 (USD$68,349) in principal payments and ₺1,625,000 (USD$45,933) in interest payments. As at December 31, 2024, accrued interest of ₺644,942 (USD$18,230) was recorded. During the nine months ended September 30, 2025, the Company made ₺27,364,140 (USD$658,042) in principal payments and ₺9,289,657 (USD$223,394) in interest payments. During the nine months ended September 30, 2025, accrued interest of ₺135,866 (USD$3,267) was recorded. | |
| (6) | On December 27, 2024, the Company entered into a loan agreement with an officer of the Company for CAD$200,000 (USD$138,782). The loan bears interest at 12% per annum and is due on demand. As at December 31, 2024, the loan accrued interest of CAD$263 (USD$183). During the nine months ended September 30, 2025, the loan accrued interest of CAD$1,501 (USD$1,063). | |
| (7) | On July 17, 2025, Park Place Turkey Limited drew down ₺50,000,000 (or approximately USD$1,202,380) from their overdraft facility with Ziraat Bankasi. This balance bears interest at a variable based on the banks effective interest rate payable at the end of each quarter. |
| 10. | Leases |
The Company leases certain assets under lease agreements. During the year ended December 31, 2023, the Company entered into three new office leases in Turkey, commencing January 1, 2023, February 15, 2023 and March 1, 2023, respectively. The leases all have a five-year term.
The Company used an incremental borrowing rate (“IBR”) of 35% in determining its lease liabilities. The IBR was derived from the Company’s assessment of its borrowings in Turkey.
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Beginning balance | 45,373 | 141,695 | ||||||
| Interest expense | 9,747 | 18,179 | ||||||
| Lease payments | (11,082 | ) | (22,921 | ) | ||||
| Currency translation adjustment | (6,552 | ) | (2,538 | ) | ||||
| Modification of lease | (34,249 | ) | (89,042 | ) | ||||
| Ending balance | 3,237 | 45,373 | ||||||
As at September 30, 2025 and December 31, 2024, the Company’s lease liability is as follows:
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Current portion of lease liability | 3,237 | 10,356 | ||||||
| Long-term portion of lease liability | – | 35,017 | ||||||
| 3,237 | 45,373 | |||||||
| 16 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 10. | Leases (continued) |
Future minimum lease payments to be paid by the Company as a lessee as of September 30, 2025 are as follows:
| 2025 | $ | 3,797 | ||
| Total future minimum lease payments | 3,797 | |||
| Discount | (560 | ) | ||
| Total | $ | 3,237 |
During the year ended December 31, 2024, the terms of the leases commencing February 1, 2023 and March 1, 2023 were modified and the Company recorded a modification to the lease liability and right-of-use asset of $89,042 and $46,120, respectively, and a gain on lease modification of $42,922 ($46,602 adjusted for hyperinflation).
During the nine months ended September 30, 2025 the terms of the leases commencing March 1, 2023 and January 1, 2023 were modified and the Company recorded a modification to the lease liability and right-of-use asset of $34,249 and $2,737, respectively, and a gain on lease modification of $32,309. $36,922 (2024 – $45,366) of short-term leases were expensed to the condensed consolidated interim statements of income (loss) and comprehensive income (loss).
| 11. | Convertible debentures |
On April 20, 2023, the Company entered into an agreement to issue 15,000 units of the Company (the “Units”) at a price of CAD$1,000 per unit, for gross proceeds of CAD$15,000,000 (USD$11,135,145). Each Unit will consist of CAD$1,000 (approximately USD$742) principal amount secured convertible debenture (“Debenture”) and 333 common share purchase warrants of the Company (the “Warrants”). Each Warrant will be exercisable for one common share of the Company at an exercise price of CAD$2.50 (approximately USD$1.86 at initial recognition) and shall have an expiry date of June 29, 2025.
The Debentures matured on April 30, 2025, and accrued interest at the rate of 12% per annum, payable semi-annually. On April 25, 2025 the Company announced an extension to the Debenture maturity to July 31, 2025. On July 29, 2025, the Company announced a further extension to the maturity of the debentures to October 31, 2025 (the “Maturity Date”). At the holders’ option, the Debentures may be converted into common shares of the Company at any time, up to the earlier of the Maturity Date and the redemption of the Debentures, at a conversion price of CAD$3.00 (approximately USD$2.23 at initial recognition) per common share.
The convertible debentures were determined to be a financial instrument comprising a host debt component, a conversion feature classified as equity, and freestanding warrants classified as equity. The warrants and conversion features were determined to be equity components because the exercise prices are denominated in the functional currency of the Company. Thus, these components meet the criterion of an equity instrument.
The Company paid an underwriting fee of CAD$1,045,000 (USD$775,748) and issued 300,000 broker warrants (the “Broker Warrants”) in conjunction with the financing. The Broker Warrants were exercisable for one common share of the Company at an exercise price of CAD$2.50 which expired on April 20, 2025. The fair value of the Broker Warrants was estimated to be $216,777 and was determined using the Black-Scholes Option Pricing Model using the following assumptions: risk-free interest rate: 3.77%, expected volatility: 100.96%, dividend yield: 0% and expected life: 2 years.
On initial recognition, the proceeds were first allocated to the fair value of the host debt component, calculated using a market interest rate of 16%, which is the market interest rate of a debt instrument with similar terms but without the equity conversion feature. The residual proceeds were then allocated to the conversion feature and warrant equity components using the relative fair value method.
| 17 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 11. | Convertible debentures (continued) |
The relative fair value of the warrants and conversion features were determined using the Black-Scholes Option Pricing Model using the assumptions set out as follows:
| April 20, 2023 | ||||
| Risk-free interest rate | 3.86 | % | ||
| Expected volatility | 101.71 – 119.94 | % | ||
| Dividend yield | 0 | % | ||
| Expected life | 2.03–- 2.19 years | |||
During the year ended December 31, 2024, CAD$1,000 (USD$736) in convertible debentures were converted into 333 common shares at a conversion price of CAD$3.00 (USD$2.21).
During the nine months ended September 30, 2025, the Company signed a second supplemental and third supplemental debenture indenture with the debenture holders to make the following modifications to the original debenture:
Second Supplemental Debenture
| ● | The semi-annual interest due as at April 30, 2025 will be payable in either cash or common shares of the Company (Note 14); and | |
| ● | The convertible debentures’ maturity date was extended from April 30, 2025 to July 31, 2025; | |
| ● | The debenture holders received an extension fee in the aggregate amount of CAD$85,000 payable in common shares as compensation for the above modifications (Note 14). |
Third Supplemental Debenture
| ● | The convertible debentures’ maturity date was extended from July 31, 2025 to October 31, 2025. |
These modifications were accounted for as an adjustment to the existing liability as the discounted present value of the cash-flows under the new terms did not exceed the quantitative threshold to be considered a substantial modification. As a result, a gain of $503,217 was recognized on the modifications.
A continuity schedule of the Company’s convertible debt is as follows:
| Balance as at December 31, 2023 | $ | 10,329,719 | ||
| Repayment | (1,312,073 | ) | ||
| Conversion | (737 | ) | ||
| Accretion | 880,320 | |||
| Interest | 1,317,458 | |||
| Currency translation adjustment | (849,694 | ) | ||
| Balance as at December 31, 2024 | $ | 10,364,993 | ||
| Repayment | (643,513 | ) | ||
| Extension fee | (60,780 | ) | ||
| Gain on modification | (503,217 | ) | ||
| Accretion | 773,573 | |||
| Interest | 962,625 | |||
| Currency translation adjustment | 341,168 | |||
| Balance as at September 30, 2025 | $ | 11,234,849 | ||
| Current | $ | 11,234,849 | ||
| Long-term | $ | – |
| 18 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 12. | Asset Retirement Obligation |
The following is a continuity of the Company’s asset retirement obligations:
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Beginning balance | 5,895,209 | 6,247,027 | ||||||
| Accretion expense | 202,727 | 269,114 | ||||||
| Impact of hyperinflation | (85,921 | ) | (174,899 | ) | ||||
| Currency translation adjustment | 88,988 | 165,667 | ||||||
| Change in estimate | 273,923 | (611,700 | ) | |||||
| Ending balance | 6,374,926 | 5,895,209 | ||||||
The Company’s asset retirement obligations (“ARO”) result from its interest in oil and gas assets including well sites. The total ARO is estimated based on the Company’s net ownership interest in all sites, estimated costs to reclaim and abandon these wells and the estimated timing of the costs to be included in future years. The Company estimated the total undiscounted amount required to settle the ARO as at September 30, 2025 is $16.5 million (December 31, 2024 – $16.5 million). The ARO is calculated using an inflation rate of 2.5% (December 31, 2024 – 2.5%) and discounted using a risk-free rate of 4.45% (December 31, 2024 – 4.75%) between 10 and 20 years.
During 2023, the Company and TPAO agreed to establish a close out-fund (the “Close-Out Fund”) in a US dollar bank account. The amounts accumulated in the Close-Out Fund will not be used for any purpose other than to cover the cost of close-out of the SASB project. The US dollar bank account is held by TPAO. Starting with the July 2023 natural gas revenue, each party agreed to transfer 10% of its revenue into the Close-Out Fund on a monthly basis, until an amount agreed to by both parties is attained. The Company accounted for its share in the Close-Out Fund as a long-term deposit (Note 4). As at September 30, 2025, the Company share of the Close-Out Fund amounted to $756,634 (December 31, 2024 – $686,159).
| 13. | Notes and Amounts Receivable for Equity Issued |
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Notes receivable | 90,425 | 90,425 | ||||||
| Amounts receivable | – | – | ||||||
| 90,425 | 90,425 | |||||||
The notes receivable bear interest at 5%.
The amounts receivable are non-interest bearing and due on demand.
The following is a continuity of the Company’s notes and other receivables:
| Notes receivable | Amounts receivable |
Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance, December 31, 2023 | 97,907 | 15,402 | 113,309 | |||||||||
| Additions | – | 2,800 | 2,800 | |||||||||
| Repayments | (7,482 | ) | (14,230 | ) | (21,712 | ) | ||||||
| Write-off | (3,972 | ) | (3,972 | ) | ||||||||
| Balance, September 30, 2025 and December 31, 2024 | 90,425 | – | 90,425 | |||||||||
| 19 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 13. | Notes and Amounts Receivable for Equity Issued (continued) |
During the nine months ended September 30, 2025, the interest income totaled $3,645. As at September 30, 2025, accrued interest of $39,343 was included in amounts receivable (Note 3). During the year ended December 31, 2024, the interest income totaled $4,408. During the year ended December 31, 2024, the Company recorded a $15,439 loss on the write-off of notes and other receivables related to the write-off of interest accrued. As at December 31, 2024, accrued interest of $24,519 was included in amounts receivable (Note 3).
| 14. | Common Stock |
The Company has an unlimited number of common shares authorized with no par value. As at September 30, 2025, 204,549,909 common shares were issued and outstanding (December 31, 2024 – 159,488,767).
For the nine months ended September 30, 2025
During the nine months ended September 30, 2025, the Company issued 12,882,068 shares with a fair value of $337,125 to settle debt of $431,700 and recognized a gain on the settlement of $94,575.
During the nine months ended September 30, 2025, the Company issued 2,332,415 shares valued at $73,857 for services rendered and to settle $6,000 in obligation to issue shares. The Company recognized a gain on the settlement of $2,045. The Company incurred $18,000 in obligation to issue shares related to management fees.
During the nine months ended September 30, 2025, the Company issued 27,270,905 shares valued at $689,236 to settle interest payable of $649,851 on convertible debentures and recognized a loss on the settlement of $39,385 (Note 11).
During the nine months ended September 30, 2025, the Company issued 2,575,754 shares valued at $65,099 to settle an extension fee of CAD$85,000 (USD$61,379) related to the extension of the maturity date of the convertible debenture from April 30, 2025 to July 31, 2025. The Company recognized a loss on the settlement of $3,720 (Note 11).
For the nine months ended September 30, 2024
During the nine months ended September 30, 2024, the Company issued 333 shares pursuant to the conversion of CAD$1,000 (USD$737) in convertible debentures (Note 11).
During the nine months ended September 30, 2024, the Company issued 26,847,863 units at CAD$0.09 per unit for gross proceeds of CAD$2,416,308 (USD$1,769,508) pursuant to the closing of non-brokered private placements. Each unit comprises one common share and one share purchase warrant. Each warrant entitles the holder to purchase one common share for CAD$0.18 for two years from the date of the closing of the offering. As the fair value of the common shares on the same date exceeded the issuance price, no residual value was assigned to the warrants. Cash finder’s fee of CAD$92,407 (USD$67,711) were paid and 1,026,747 finder’s warrants were issued with a fair value of $53,755. The finder’s warrants are exercisable into one common share at CAD$0.09 for two years from the closing of the offering. As at September 30, 2024, subscription proceeds of CAD$3,836 (USD$2,800) are still owed to the Company.
During the nine months ended September 30, 2024, the Company issued 1,509,610 shares for RSU’s which were granted and vested in previous periods.
| 20 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 14. | Common Stock (continued) |
During the nine months ended September 30, 2024, the Company issued 6,870,297 shares and 5,551,257 units with a fair value of $1,470,079 to settle debt and obligation to issue shares of $1,216,002 and recognized a loss on the settlement of $254,077. Each unit consists of 1 common share and 1 share purchase warrant. Each share purchase warrant is exercisable at CAD$0.18 and expires two years from the date of issuance.
During the nine months ended September 30, 2024, the Company issued 1,303,458 shares and 1,393,333 units valued at $258,648 for services rendered or to be rendered. Shares valued at $12,872 were owed from prior periods. Each unit consists of 1 common share and 1 share purchase warrant. Each share purchase warrant is exercisable at CAD$0.18 and expires two years from the date of issuance.
During the nine months ended September 30, 2024, $33,111 in RSUs accrued in a prior period was reversed out of reserves.
As at September 30, 2024, $6,000 in shares were owed to an officer of the Company.
| 15. | Stock Options |
The Board of Directors adopted the Trillion Energy International Inc. 2022 Long-Term Incentive Equity Plan (the “2022 Plan”) effective as of December 1, 2022. The 2022 Plan permits grants of stock options and restricted stock awards and other stock-based awards.
Under the 2022 Plan, the maximum number of shares of authorized stock that may be delivered is 10% of the total number of shares of common stock issued and outstanding of the Company as determined on the applicable date of grant of an award under the 2022 Plan. Under the 2022 Plan, the exercise price of each option shall be determined by the Board of Directors, subject to any applicable Exchange approval or rules, at the time any option or other stock-based award is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange. The vesting schedule for each option or other stock-based award shall be specified by the Board of Directors at the time of grant, subject to any applicable Exchange approval or rules.
A continuity of the Company’s outstanding stock options for the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:
| Number of options | Weighted average exercise price (CAD) | |||||||
| $ | ||||||||
| Outstanding, December 31, 2023 | 1,620,000 | 1.24 | ||||||
| Granted | 11,650,000 | 0.16 | ||||||
| Expired | (690,000 | ) | 0.90 | |||||
| Forfeited | (566,000 | ) | 1.32 | |||||
| Outstanding, December 31, 2024 | 12,014,000 | 0.21 | ||||||
| Expired | (114,000 | ) | 0.88 | |||||
| Canceled | (1,400,000 | ) | 0.16 | |||||
| Outstanding and Exercisable, September 30, 2025 | 10,500,000 | 0.21 | ||||||
| 21 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 15. | Stock Options (continued) |
At September 30, 2025 the Company had the following outstanding stock options:
| Outstanding | Exercise Price | Expiry Date | Vested | |||||||
| 50,000 | 1.90 CAD | June 6, 2026 | 50,000 | |||||||
| 150,000 | 2.20 CAD | October 27, 2025 | 150,000 | |||||||
| 50,000 | 2.20 CAD | December 9, 2025 | 50,000 | |||||||
| 200,000 | 0.30 CAD | January 2, 2027 | 200,000 | |||||||
| 200,000 | 0.20 CAD | February 12, 2027 | 200,000 | |||||||
| 250,000 | 0.20 CAD | February 15, 2027 | 250,000 | |||||||
| 500,000 | 0.25 CAD | February 28, 2027 | 500,000 | |||||||
| 2,050,000 | 0.20 CAD | March 8, 2027 | 2,050,000 | |||||||
| 7,050,000 | 0.14 CAD | August 12, 2029 | 7,050,000 | |||||||
| 10,500,000 | 10,500,000 | |||||||||
As at September 30, 2025, the weighted average remaining contractual life of outstanding stock options is 3.03 years (December 31, 2024 – 3.77 years).
For the nine months ended September 30, 2025, the Company recognized $Nil (2024 – $875,089) in stock-based compensation expense for options granted and vested. At September 30, 2025, the Company has $Nil (December 31, 2024 – $Nil) in unrecognized compensation expense related to stock options.
The fair values for stock options granted during the nine months ended September 30, 2024 have been estimated using the Black-Scholes option pricing model using the following weighted average assumptions:
| 2024 | ||||
| Risk-free interest rate | 2.92 – 3.84% | |||
| Expected life (years) | 3 – 5 | |||
| Expected volatility | 111 – 129% | |||
| Dividend yield | 0 | % | ||
| Forfeiture rate | 0 | % | ||
| 16. | Warrants |
A continuity of the Company’s outstanding share purchase warrants for the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:
| Number of warrants | Weighted average exercise price (CAD) | |||||||
| $ | ||||||||
| Outstanding, December 31, 2023 | 27,780,264 | 2.21 | ||||||
| Issued | 34,819,200 | 0.18 | ||||||
| Exercised | (33,638 | ) | 0.09 | |||||
| Expired | (12,548,559 | ) | 2.25 | |||||
| Outstanding, December 31, 2024 | 50,017,267 | 0.79 | ||||||
| Expired | (13,129,978 | ) | 2.48 | |||||
| Outstanding, September 30, 2025 | 36,887,289 | 0.18 | ||||||
| 22 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 16. | Warrants (continued) |
At September 30, 2025, the Company had the following outstanding share purchase warrants:
| Outstanding | Exercise Price | Expiry Date | ||||
| 2,101,727 | 0.30 CAD | November 28, 2025 | ||||
| 13,232,373 | 0.18 CAD | May 28, 2026 | ||||
| 520,364 | 0.09 CAD | May 28, 2026 | ||||
| 6,142,223 | 0.18 CAD | May 31, 2026 | ||||
| 362,250 | 0.09 CAD | May 31, 2026 | ||||
| 1,532,478 | 0.18 CAD | June 10, 2026 | ||||
| 39,095 | 0.09 CAD | June 10, 2026 | ||||
| 2,262,778 | 0.18 CAD | June 19, 2026 | ||||
| 60,900 | 0.09 CAD | June 19, 2026 | ||||
| 8,472,601 | 0.18 CAD | June 28, 2026 | ||||
| 2,000,000 | 0.18 CAD | July 3, 2026 | ||||
| 150,000 | 0.18 CAD | July 5, 2026 | ||||
| 10,500 | 0.09 CAD | July 5, 2026 | ||||
| 36,887,289 | ||||||
As at September 30, 2025, the weighted average remaining contractual life of outstanding warrants is 0.66 years (December 31, 2024 – 1.17 years).
| 17. | Restricted Stock Units |
During the nine months ended September 30, 2025 and 2024, the Company granted RSUs as follows:
| ● | On January 1, 2025, the Company granted 336,000 RSU’s which vest quarterly beginning January 1, 2025. | |
| ● | On January 1, 2024, the Company granted 438,000 RSU’s which vest quarterly beginning January 1, 2024. |
For the nine months ended September 30, 2025, the Company recognized $18,526 (2024 – $144,423) in stock-based compensation expense for RSUs granted and vested.
Number of unvested restricted stock units | Weighted average fair value per | |||||||
| $ | ||||||||
| Balance, December 31, 2023 | – | – | ||||||
| Granted | 2,122,468 | 0.12 | ||||||
| Canceled | (96,000 | ) | 0.05 | |||||
| Vested | (987,968 | ) | 0.08 | |||||
| Balance, December 31, 2024 | 1,038,500 | 0.05 | ||||||
| Granted | 336,000 | 0.08 | ||||||
| Vested | (252,000 | ) | 0.01 | |||||
| Balance, September 30, 2025 | 1,122,500 | 0.06 | ||||||
During the nine months ended September 30, 2024, the Company issued 1,509,610 shares for RSU’s which were granted and vested in previous periods.
| 23 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 18. | Related Party Transactions |
At September 30, 2025, notes receivable included $37,172 (December 31, 2024 – $37,172) to related parties.
At September 30, 2025, accounts payable and accrued liabilities included $794,959 (December 31, 2024 – $422,564) due to related parties. The amounts are unsecured, non-interest bearing and due on demand.
During the nine months ended September 30, 2025, management fees and salaries of $336,394 (2024 – $535,804), director fees of $64,800 (2024 – $100,200), consulting fees of $506,288 (2024 – $351,702), and stock-based compensation of $18,525 (2024 – $876,992) were incurred to related parties.
During the nine months ended September 30, 2025, the Company issued 886,000 shares (2024 – 1,509,610) to directors and close family of directors for services performed. The shares issued during the nine months ended September 30, 2024 were also for RSUs which were granted and vested in previous periods.
During the nine months ended September 30, 2025, the Company issued 1,273,413 shares (2024 – Nil) to officers for services performed and 173,002 shares (2024 – Nil) to settle obligation to issue shares that existed in prior periods.
During the nine months ended September 30, 2025, the Company transferred equipment to a related party with a book cost net of accumulated depreciation of $34,386 to settle accounts payable of $96,993 (2024 – Nil) and recognized a gain on settlement of $62,607 (2024 – Nil).
During the nine months ended September 30, 2025, the Company issued 5,600,273 shares (2024 - 4,906,847) and Nil (2024 – 4,076,302) units with a fair value of $149,604 (2024 - $836,921) and $Nil (2024 - $327,388), respectively, to related parties of the Company to settle accounts payable of $202,197 (2024 - $800,958) and obligation to issue shares of $Nil (2024 - $146,401) and recognized a gain on settlement of $52,593 (2024 – loss of $216,951).
As at September 30, 2025, loans payable included CAD$248,244 (USD$178,378) (December 31, 2024 – CAD$252,743 (USD$191,811)) due to related parties. The loans payable are unsecured, bears interest ranging from 6% - 12% per annum and have maturity dates ranging from December 31, 2024 to December 27, 2026.
As at September 30, 2025, $18,000 (2024 – $6,000) in shares were owed to an officer of the Company.
| 19. | General and Administrative |
| For the nine months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| $ | $ | |||||||
| Salaries and compensation | 1,782,511 | 2,873,734 | ||||||
| Royalties | 287,336 | 546,003 | ||||||
| Professional fees | 218,364 | 480,733 | ||||||
| Investor relations | 10,002 | 208,421 | ||||||
| Office | 87,136 | 145,164 | ||||||
| Advertising | 45,319 | 126,399 | ||||||
| Filing and transfer fees | 25,011 | 99,528 | ||||||
| Travel | 21,996 | 118,919 | ||||||
| Penalties | – | 53 | ||||||
| Bank charges and other | 4,656 | 21,912 | ||||||
| 2,482,331 | 4,620,866 | |||||||
| 24 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 20. | Segmented Information |
During the nine months ended September 30, 2025 and 2024, the Company’s operations were in the resource industry in Turkey with head offices in Canada and a satellite office in Sofia, Bulgaria.
| Canada | Turkey | Bulgaria | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Nine months ended September 30, 2025 | ||||||||||||||||
| Revenue | – | 2,253,256 | – | 2,253,256 | ||||||||||||
| Finance cost | 1,981,079 | 9,985 | – | 1,991,064 | ||||||||||||
| Depletion | – | 128,158 | – | 128,158 | ||||||||||||
| Depreciation | 6,132 | 46,176 | – | 52,308 | ||||||||||||
| Accretion of asset retirement obligation | – | 202,727 | – | 202,727 | ||||||||||||
| Stock-based compensation | 18,547 | – | – | 18,547 | ||||||||||||
| Loss on debt settlement | 552,259 | – | – | 552,259 | ||||||||||||
| Loss on revaluation for assets held for sale | – | 62,565 | – | 62,565 | ||||||||||||
| Loss on impairment of O&G assets | – | 6,431,000 | – | 6,431,000 | ||||||||||||
| Gain on net monetary position | – | 10,663,336 | – | 10,663,336 | ||||||||||||
| Net income (loss) | (2,586,650 | ) | 231,341 | – | (2,355,309 | ) | ||||||||||
| As at September 30, 2025 | ||||||||||||||||
| Non-current assets | 18,944 | 49,241,077 | – | 49,260,021 | ||||||||||||
| Canada | Turkey | Bulgaria | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Nine months ended September 30, 2024 | ||||||||||||||||
| Revenue | – | 4,890,758 | – | 4,890,758 | ||||||||||||
| Finance cost | 1,905,072 | 19,037 | – | 1,924,109 | ||||||||||||
| Depletion | – | 823,146 | – | 823,146 | ||||||||||||
| Depreciation | 6,297 | 59,675 | – | 65,972 | ||||||||||||
| Accretion of asset retirement obligation | – | 199,869 | – | 199,869 | ||||||||||||
| Stock-based compensation | 1,019,512 | - | – | 1,019,512 | ||||||||||||
| Gain on debt extinguishment | 254,077 | - | – | 254,077 | ||||||||||||
| Gain on net monetary position | – | 16,172,305 | – | 16,172,305 | ||||||||||||
| Net income (loss) | (5,959,253 | ) | 6,451,126 | – | 491,873 | |||||||||||
| As at December 31, 2024 | ||||||||||||||||
| Non-current assets | 24,277 | 52,226,749 | – | 52,251,026 | ||||||||||||
The Company’s breakdown of net revenue by product segment is as follows:
| For the nine months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| $ | $ | |||||||
| Oil | 1,929,910 | 2,571,046 | ||||||
| Gas | 323,346 | 2,319,712 | ||||||
| 2,253,256 | 4,890,758 | |||||||
The Company incurs royalties of 12.5%. During the nine months ended September 30, 2025, the Company paid royalties totaling $287,336 (2024 – $546,003) which is included in general and administrative expenses on the statements of income (loss) and comprehensive income (loss).
| 25 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 21. | Capital Management |
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to support its business plan, as well as to ensure that the Company is able to meet its financial obligations as they become due. The Company considers its capital for this purpose to be its equity, $8,690,174 (December 31, 2024 – $14,149,208).
The basis for the Company’s capital structure is dependent on the Company’s expected business growth and changes in business environment. To maintain or adjust the capital structure, the Company may issue new shares through private placement, incur debt or return capital to members.
The Company is dependent upon external financings to fund activities. In order to carry future projects and pay administrative costs, the Company will utilize its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements.
| 22. | Financial Instruments and Risk Management |
The Company is exposed, through its operations, to the following financial risks:
| a) | Market risk |
| b) | Credit risk |
| c) | Liquidity risk |
The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these consolidated financial statements.
There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, polices and processes for managing those risks or the methods used to measure them from previous reported periods unless otherwise stated in the note. The overall objective of management is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are set out below.
| a) | Market risk |
Market risk is the risk of loss that may arise from changes in market factors such as foreign currency exchange, interest rates and equity price risk.
Foreign currency risk:
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company and its subsidiaries are exposed to currency risk as it has transactions denominated in currencies that are different from their functional currencies. The Company does not hedge its exposure to fluctuations in foreign exchange rates.
| 26 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 22. | Financial Instruments and Risk Management (continued) |
As at September 30, 2025 and December 31, 2024, significant foreign exchange currency exposure on its financial instruments, expressed in USD was as follows:
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Cash and cash equivalents | 6,459 | 152,087 | ||||||
| Accounts receivable | 21,555 | 63,120 | ||||||
| Accounts payable | (12,772,359 | ) | (12,812,027 | ) | ||||
| Loans payable | (3,574,494 | ) | (4,176,234 | ) | ||||
| Lease liability | – | (45,353 | ) | |||||
| Total | (16,318,839 | ) | (16,818,407 | ) | ||||
If the CAD strengthened or weakened against the USD by 10% the exchange rate fluctuation would impact net loss by $1,631,884 at September 30, 2025 (December 31, 2024 – $1,681,841).
Interest rate risk:
Interest rate risk is the risk that future cash flows will fluctuate because of changes in market interest rates. The interest earned on cash is insignificant and the Company does not rely on interest income to fund its operations. The Company does not have significant debt facilities with variable interest rates and is therefore not exposed to interest rate risk.
Other price risk:
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company does not hold equity investments in other entities and therefore is not exposed to a significant risk.
b) Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.
The Company is subject to credit risk on its cash and cash equivalents and amounts receivable which consists primarily of trade receivables and notes and amounts receivable for equity issued. The Company limits its exposure to credit loss on cash and cash equivalents by placing its cash with a high-quality financial institution. Exposure to credit loss notes and amounts receivable for equity issued is limited by entering into these types of transactions with related parties and entities that are well known to the Company.
The Company only has two customers. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. One of the customers is the largest oil refinery in Turkey. The other customer provides letters of credit to
be used by the Company in the event of default. As at September 30, 2025, all of the Company’s trade receivables are current (< 30 days outstanding).
The Company’s maximum credit exposure is $1,505,210 (December 31, 2024 – $2,051,297).
| 27 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 22. | Financial Instruments and Risk Management (continued) |
| c) | Liquidity risk |
Liquidity risk arises from the Company’s general and capital financing needs. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial assets and liabilities, when feasible. The Company anticipates increases in revenue in future periods resulting from the completion of an additional well subsequent to the period end. Historically, the Company’s sources of funding has been through equity and debt financings. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.
The table below summarizes the maturity profile of the Company’s contractual cashflows.
| As at September 30, 2025 | Less than 1 year | 1 – 2 years | Later than 2 years | Total | ||||||||||||
| Accounts payable and accrued liabilities | 15,822,300 | – | – | 15,822,300 | ||||||||||||
| Loans payable | 5,148,667 | – | – | 5,148,667 | ||||||||||||
| Lease liability | 3,797 | – | – | 3,797 | ||||||||||||
| Convertible debt | 11,438,470 | – | – | 11,438,470 | ||||||||||||
| Total liabilities | 32,413,234 | – | – | 32,413,234 | ||||||||||||
| As at December 31, 2024 | Less than 1 year | 1 – 2 years | Later than 2 years | Total | ||||||||||||
| Accounts payable and accrued liabilities | 14,807,865 | – | – | 14,807,865 | ||||||||||||
| Loans payable | 5,361,978 | – | – | 5,361,978 | ||||||||||||
| Lease liability | 25,200 | 50,400 | – | 75,600 | ||||||||||||
| Convertible debt | 11,061,497 | – | – | 11,061,497 | ||||||||||||
| Total liabilities | 31,256,540 | 50,400 | – | 31,306,940 | ||||||||||||
| 23. | Income Tax |
The Company calculated the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. During the nine months ended September 30, 2025, the Company recognized deferred income taxes of $228,965 (2024 – $3,952,599).
| 24. | Commitments and Contingencies |
Close-out Fund
The Company has committed to contribute to the Close-Out Fund (Note 12) where it has deposited 10% of natural gas revenue from the SASB project into the Close-Out Fund until an amount agreed to by both parties is attained.
Arbitration
The Company through its’ subsidiary PPE Turkey has advanced arbitration against an offshore drilling rig contractor for $20.3 million for gross negligent and breach of contact involving health and safety issues during the prior year drilling program resulting in loss and damages to Company (the “Trillion Losses”). Liability is not admitted, the litigation is at the inception, and thus, legal counsel has advised that it is too soon to predict the outcome or the quantum of damages that will be assessed. The Company is confident that its case has merit.
| 28 |
TRILLION ENERGY INTERNATIONAL INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2025 and 2024
(Expressed in U.S. dollars)
(Unaudited)
| 24. | Commitments and Contingencies (continued) |
In accordance with guidance for contingent assets and liabilities, no provision for any potential recovery of the Trillion Losses will be made until recovery is virtually certain. If the Company’s claim is successful, the award will exceed the amount, if any, that is payable to the drilling contractor in its claim.
The Company’s subsidiary PPE Turkey is defending an action brought by the same drilling contractor in Europe to which it has advanced an arbitration claim, for drilling services seeking $3 million. This amount has fully been recorded in accounts payable in accordance with guidance as there is significant uncertainty as to the outcome of the arbitration.
Third party liability claim
The Company has included in accounts payable and accrued liabilities a potential liability for an invoice in the amount of $144,247, issued to a 3rd party with whom the Company previously had a farm-in arrangement. The vendor is claiming that the Company is liable given the previous relationship.
Dispute with former employees
The Company has filed claims against, and has received counter claims from, former employees. This dispute is ongoing, and the outcome cannot be predicted at this time.
| 25. | Subsequent events |
On November 17, 2025, the Company issued 3,572,376 shares at $0.035 CAD to settle $125,033 CAD of debt.
| 29 |
Exhibit 99.2
TRILLION ENERGY INTERNATIONAL INC.
MANAGEMENT DISCUSSION & ANALYSIS
For the three and nine months ended September 30, 2025 and 2024
(Stated in United States dollars)
| 1 |
TABLE OF CONTENTS
| Caution Regarding Forward-Looking Statements | 3 |
| Management’s Responsibility for Financial Statements | 4 |
| Overview | 4 |
| Overall Performance | 6 |
| Results of Operations | 7 |
| Summary of Quarterly Results | 8 |
| Liquidity and Capital Resources | 10 |
| Transactions with Related Parties | 11 |
| Risk Management | 12 |
| Off-Balance Sheet Arrangements | 14 |
| Disclosure of Outstanding Share Data | 14 |
| Critical Accounting Policies and Estimates | 15 |
| Commitments and Contingencies | 18 |
| Events Subsequent to the Nine Months Ended September 30, 2025 | 19 |
| 2 |
TRILLION ENERGY INTERNATIONAL INC.
MANAGEMENT DISCUSSION & ANALYSIS
For the three and nine months ended September 30, 2025 and 2024
(Expressed in United States Dollars)
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. This MD&A was prepared effective December 1, 2025.
Our MD&A should be read in conjunction with our unaudited condensed interim consolidated financial statements of Trillion Energy International Inc., (“Trillion Energy”, the “Company”, “we”, and “our”) and the related notes thereto for the three and nine months ended September 30, 2025 and 2024, and the audited consolidated financial statements for the years ended December 31, 2024 and 2023 and the related notes thereto. Unless otherwise noted, all currency amounts are in US dollars.
Caution Regarding Forward-Looking Statements
Certain statements in this report are forward-looking statements which reflect management’s expectations regarding future growth, results of operations, performance, business prospects and opportunities, the Company’s ability to meet financial commitments and its ability to raise funds when required. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain assumptions and speak only as of the date of this report. These assumptions, which include management’s current expectations, the global economic environment, and the Company’s ability to manage its operating costs, may prove to be incorrect. Several risks and uncertainties could cause actual results to differ materially from those expressed or implied by the forward-looking statements.
There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Actual performance, achievement or other realities could differ materially from those expressed in, or implied by, any forward-looking statements or information in this MD&A and, accordingly, investors should not place undue reliance on any such forward-looking statements or information. Further, any forward-looking statement or information speaks only as of the date on which such statement is made, and the Company does not undertake any obligation to update any forward-looking statements or information to reflect information, events, results, circumstances, realities or otherwise after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by law, including securities laws. All forward-looking statements and information contained in this MD&A and other documents of the Company are qualified by such cautionary statements. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking statements.
In addition, forward-looking statements, and information herein, including financial information, is based on certain assumptions relating to the business and operations of the Company. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements and forward-looking information in this MD&A, and the documents incorporated by reference herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements and information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information contained in this MD&A.
| 3 |
Management’s Responsibility for Financial Statements
The information provided in this MD&A, including the audited consolidated financial statements, are the responsibility of management. In the preparation of these consolidated financial statements, estimates are sometimes necessary to make a determination of the future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying condensed consolidated interim financial statements.
Overview
Trillion Energy International Inc. and its consolidated subsidiaries, (collectively referred to as the “Company”) is a Canadian based oil and gas exploration and production company with operations primarily in Turkiye. The Company’s shares trade on the Canadian Securities Exchange under the symbol “TCF” where it was added to the CSE 25 Index. The Company also trades on the OTCQB under the symbol “TRLEF” and the Frankfurt exchange under the symbol Z620. A class of the Company’s warrants trade on the CSE under the symbol TCF.WT.
The Company is focused on oil and gas exploration in Turkiye. The Company has drilled six successful development gas wells (two in 2022 and four in 2023) at its conventional natural gas project, the SASB gas field located in the Black Sea, Turkiye, where it has initiated a multi-well development program. Trillion has a 49% interest in the SASB gas field. In addition, the Company produces oil from the Cendere field in Turkiye, a long-term low decline oil field where it holds a 19.6% (except three wells with 9.8%) interest.
Strategic Focus
Trillion’s strategy is to increase production at the SASB natural gas field and build shareholder value through a multi-well drilling program. Additionally, the Company is looking at additional opportunities in the Oil and Gas industry both in Turkiye and internationally.
After drilling five successful long reach directional wells and one re-completion at SASB, Trillion conducted several new perforations of existing wells and has installed velocity string (“VS”) production tubing during 2024 to address water-loading issues. The Company intends to install pumps and gas lift to optimize production and reduce well downtime. Trillion’s priority is undertaking work programs to increase production and reduce downtime on the SASB Field to ensure all 6 previously drilled and completed wells are able to produce concurrently.
Trillions short term focus is on restoring and increasing production on eight wells at the SASB gas field, which have incurred significant downtime due to water loading issues, despite having considerable reserves.
For the 2026 SASB drilling program, several sidetrack wells have been engineered and are drill ready. These wells are expected to be drilled first, after the Company has addressed water loading issues in its current wells.
Trillion is currently pursuing other oil and gas opportunities in Turkey as well as neighboring countries.
Developments of the Business
Trillion Energy International Inc. is an oil and gas producer in Europe. The Company’s current focus is on increasing conventional natural gas production at its SASB field located in the Black Sea, Turkey where it has initiated a multi-well development drilling program “the SASB Development Program”. In addition, it produces oil from the Cendere field, a long-term low decline oil field.
| 4 |
During the nine months ended September 30, 2025, in lieu of paying cash, the Company issued 27,270,905 shares to settle CAD$899,940 (US$649,851) in interest accrued on the Company’s convertible debentures. The Company also issued 2,575,754 shares to the convertible debentures holders as at extension fee for the extension of the maturity date from April 30, 2025 to July 31, 2025. On July 24, 2025, the maturity date was further extended to October 31, 2025.
The Company has also issued an aggregate of 12,882,068 shares in settlement of debt owed by the Company in the aggregate amount of CAD$597,609 (US$431,700) and issued 2,332,415 shares to Directors, Officers and employees in respect to fees due for services.
By December 2024 the Company announced it has successfully run 2 3/8 VS tubing in four existing wells, including three long reach wells on the Akcakoca Platform at the SASB Gas Field, Turkey.
In January, the Company ran VS on two tripod wells and stimulating all the wells to clean up the producing reservoirs, build pressure and increase production. Choke sizes are being adjusted to minimize water production and maximize gas production.
To improve VS performance results, the Company sought to put ESP pumps in certain wells, and has recently initiated gas lift on Akcakoca platform, to stimulate the VS into production.
Turkey
The Company primarily operates in Turkey, where it owns two key production assets; an interest in the producing Cendere oil field (“Cendere”) and a natural gas field located in the South Akcakoca Sub-Basin (“SASB” or the “SASB Gas Field”). Cendere is a mature long-term low decline oil field. The second asset is the SASB natural gas field, a producing shallow water development to which the Company is currently focused on increasing production by drilling new wells.
Cendere
The Company has a 19.6% interest in the Cendere oil field located in Southeast Turkey all except certain wells. At September 30, 2025, the gross oil production rate for the producing wells in Cendere was 609 bbls/day (barrels per day); the average daily 2025 gross production rate for the field was 608 bbls/day. At the end of September 2025, oil was sold at a price of approximately US$69.15 per barrel (“bbl”). Average oil price for 2025 was US$73.97 At September 30, 2025, the Cendere field was producing 80 barrels of oil per day net (after royalty) to the Company; and averaged 82 barrels per day during the nine months ended September 30, 2025 net (after royalty) to the Company
SASB
The Company’s interest in SASB is 49%. SASB has several natural gas fields, four production platforms plus 18 kilometers of subsea pipelines connecting the gas fields to an onshore gas processing facility. SASB is located off the North West coast of Turkey in the Black Sea. Total gross production to date from the four fields is over 43 billion cubic feet (“Bcf”).
The Company commenced the SASB Development Program during September 2022, at which time the Uranus Rig mobilized to the license block from Romania. The drilling rig was then positioned at the Akcakoca platform upon which it drilled South Akcakoca, re-completed Akcakoca-3, drilled Akcakoca West 1 and Guluc 2. In addition, Bayhanli 2 and Alapli 2 were drilled off different tripods. Those 5 new wells and one recompletion were put on production, thus generating revenue for the company. The wells experienced water loading due to the large production tubing size and currently all gas pay in the wells will be perforated and production tubing changed to a smaller diameter.
| 5 |
As at September 30, 2025 the gross gas production rate for SASB was 0.012 MMcf/d, net to Company was 0.011 MMcf/d (after royalty). The current average daily 2025 gross production rate for the field was 0.130 MMcf/d and net to Company was 0.114 MMcf/d (after royalty).Currently natural gas is currently being sold at about US$10.12/mcf domestically in Turkey. The average monthly natural gas sale price year to date for 2025 was approximately US$10.14/ mcf. Quarterly production rates were significantly lower due to waterloading issues impacting gas flow
Oil Exploration Licences M46c,d and M47
The Company conducted 2-D seismic exploration further to a farm-in agreement with Derkim Poliüretan Sanayi ve Ticaret A.S. to earn a 50% working interest in three oil exploration blocks (the “Farmin”) comprised of 151,484 hectares (374,325 acres), Southeastern Turkiye. The Company was unable to complete certain well drilling obligations on time and as a result was unable to fully meet its farm-in obligations. The Company has discontinued exploration activities on the block as a result and is seeking new farm-in agreement terms.
Bulgaria Coal bed methane license
In October of 2010, the Company was awarded an exploration permit for the “Vranino 1-11 Block”, a 98,205 acre oil and gas exploration land located in Dobrudja Basin, Bulgaria, by the Bulgarian Counsel of Ministers. On April 1, 2014, the Company entered into an Agreement for Crude Oil and Natural Gas Prospecting and Exploration in the Vranino 1-11 Block with the Ministry of Economy and Energy of Bulgaria (the “License Agreement”). The initial term of the License Agreement is five years. This five-year period will commence once the Bulgarian regulatory authorities approve of the Company’s work programs for the permit area and the Company completes an environmental impact assessment (“EIA”). The License Agreement (or applicable legislation) provides for possible extension periods for up to five additional years during the exploration phase, as well as the conversion of the License Agreement to an exploitation concession, which can last for up to 35 years. Under the License Agreement, the Company will submit a yearly work program that is subject to the approval of the Bulgarian regulatory authorities.
During the fall of 2022, the Company consulted with local counsel and an environmental consultant but was unable to determine whether it would be able to obtain the license. In October and November 2022, management made repeated efforts to obtain a visa to visit Bulgaria and seek clarification on the status of the license, however the visa applications were declined. The Company thus determined it would dispose of the Bulgaria property and that it would obtain the options to do so.
Overall Performance
During the nine months ended September 30, 2025, the Company recognized a net loss of $2,355,309 compared to a net income of $491,873 during the nine months ended September 30, 2024. The change is primarily due to an impairment on oil and gas assets recognized during the current period, there was no such impairment recognized in the comparative period.
The Company’s cash flow for the nine months ended September 30, 2025 yielded a net decrease of $2,001 primarily due to cash generated from operating activities used investing and financing activities. The Company did not complete any stock offerings for cash during the current period.
The Company’s total assets decreased primarily as a result of collection of accounts receivable and impairment on the Company’s oil and gas assets, offset by the impact of hyperinflation.
The unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and are expressed in United States dollars.
| 6 |
Results of Operations
Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024
The net loss for the nine months ended September 30, 2025 increased by 2,847,182 to $2,355,309 compared to the net income of $491,873 recognized during the nine months ended September 30, 2024.
Factors contributing to the net loss for the nine-month period included the following:
Revenue
Revenues decreased by $2,637,502 from $4,890,758 for the nine months ended September 30, 2024 to $2,253,256 for the nine months ended September 30, 2025. The decrease observed was due to water loading of wells.
Expenses
For the nine months ended September 30, 2025, the Company incurred production expenses related to its Turkey operations of $2,010,056 (2024 - $3,500,755), depletion charges for $128,158 (2024 - $823,146), depreciation expense of $52,308 (2024 - $65,972) and asset retirement obligation accretion expense of $202,727 (2024 - $199,869). Production expenses decreased by $1,490,699 as a result of a decrease in operations during the nine months ended September 30, 2025. Depletion decreased by $694,988 as a result of the decrease in production during the period. The change in accretion of asset retirement costs of $2,858 was recognized primarily due to a change in estimate in 2025 relating to the discount rates used in the calculation.
For the nine months ended September 30, 2025, the Company had general and administrative expenses of $2,482,331, compared to $4,620,866 for the nine months ended September 30, 2024. The decrease is primarily due to a reduction in salaries and compensation from lower management and consulting fees.
Geological and geophysical expenses decreased to $37,180 for the nine months ended September 30, 2025 from $1,050,591 during the same period in 2024. This was a result of decreased activity due to water loading of wells.
For the nine months ended September 30, 2025, the Company recorded stock-based compensation of $18,547 compared to $1,019,512 for the nine months ended September 30, 2024. Stock-based compensation is recognized due to the grant of RSUs and options to directors, officers and consultants of the Company pursuant to employment contracts and agreements between the parties. The decrease is due to 3,600,000 options granted in the prior period compared to Nil granted in the current period.
Other Income (Expense)
For the nine months ended September 30, 2025, the Company had other income of $551,707 compared to other income of $10,834,425 for the nine months ended September 30, 2024. Other income for the nine months ended September 30, 2025 consists mainly of a gain on net monetary position of $10,663,336 (2024 - $16,172,305). The net monetary gain is a result of Turkey being designated a hyper-inflationary economy as of April 1, 2022 for accounting purposes. This was partially offset by an impairment loss of $6,431,000 (2024 - Nil) foreign exchange loss of $2,118,121 (2024 - $2,627,242) and finance costs of $1,991,064 (2024 - $1,924,109) primarily as a result of interest and accretion recognized on loans payable and convertible debentures issued in 2023.
Total Assets
As at September 30, 2025, total assets decreased by $3,754,364 from $54,864,568 as at December 31, 2024 to $51,110,204 as at September 30, 2025. The decrease in total assets was primarily a result of a decrease in oil and gas properties of $2,752,016 and decrease in amounts receivable of $544,770. The decrease in oil and gas assets reflect the impairment adjustment recognized offset by the impact of hyperinflation. Amounts receivable decreased due to cash collections exceeding amount recognized.
| 7 |
Total Non-current Liabilities
Total non-current liabilities as at September 30, 2025 increased by $40,809 from $10,170,168 as at December 31, 2024 to $10,210,977 as at September 30, 2025. The increase in total non-current financial liabilities was primarily due to an increase in asset retirement obligations, offset by a decrease in deferred tax liability and the long-term portion of the lease liability.
Summary of Quarterly Results
The financial information in the following tables summarizes selected financial information for the Company for the last eight quarters which was derived from annual financial statements prepared in accordance with IFRS and are expressed in United States dollars.
September 30, 2025 ($) |
June 30,
2025 ($) | March 31,
2025 ($) | December 31, 2024 ($) | |||||||||||||
| Revenue | 677,790 | 636,530 | 938,936 | 2,110,078 | ||||||||||||
| Net Income (Loss) | (3,991,878 | ) | (559,113 | ) | 2,195,682 | (9,620,515 | ) | |||||||||
| Net Income (Loss) per share (basic and diluted) | (0.02 | ) | (0.00 | ) | 0.01 | (0.06 | ) | |||||||||
| Net and comprehensive income (Loss) | (4,595,832 | ) | (2,478,213 | ) | 419,147 | (9,640,143 | ) | |||||||||
September 30, 2024 ($) |
June 30, 2024 ($) |
March 31, 2024 ($) | December 31, 2023 ($) | |||||||||||||
| Revenue | 2,325,694 | 1,243,119 | 1,321,945 | 2,722,489 | ||||||||||||
| Net Income (Loss) | (1,177,731 | ) | 349,748 | 1,319,856 | (7,375,974 | ) | ||||||||||
| Net Income (Loss) per share (basic and diluted) | (0.01 | ) | (0.00 | ) | 0.01 | (0.08 | ) | |||||||||
| Net and comprehensive income (Loss) | (2,358,571 | ) | 1,208,526 | (1,671,966 | ) | (5,925,933 | ) | |||||||||
Summary of Results During Prior Eight Quarters
Net loss increased for the three months ended September 30, 2025 by $3,432,765 compared to the three months ended June 30, 2025, from a net loss of $559,113 to a net loss of $3,991,878. The increase is primarily due to an impairment of oil and gas assets of $6,431,000 recognized in the three months ended September 30, 2025, no such impairment was recognized during the three months ended June 30, 2025. This was partially offset by the gain of $3,520,731 recognized in the current period as a result of hyperinflationary accounting compared to a gain of $2,504,987 in the three months ended June 30, 2025.
Net income decreased for the three months ended June 30, 2025 by $2,754,795 compared to the three months ended March 31, 2025, from a net income of $2,195,682 to a net loss of $559,113. The decrease is primarily due to a deferred tax expense of $1,161,339 recognized in the three months ended June 30, 2025 compared to a deferred tax expense of $137,828 during the three months ended March 31, 2025. The Company also recognized a gain of $2,504,987 recognized in the current period as a result of hyperinflationary accounting compared to a gain of $4,637,618 in the three months ended March 31, 2025.
| 8 |
Net income increased for the three months ended March 31, 2025 by $11,816,197 compared to the three months ended December 31, 2024, from a net loss of $9,620,515 to a net income of $2,195,682. The Company did not recognize impairment on its oil and gas assets in the current period, compared to an impairment charge of $9,892,000 recognized in the previous quarter. The Company also recognized a gain of $4,637,618 recognized in the current period as a result of hyperinflationary accounting compared to a gain of $2,259,183 in the three months ended December 31, 2024.
Net loss increased for the three months ended December 31, 2024, by $8,442,784 compared to the three months ended September 30, 2024, from a net loss of $1,177,731 to a net loss of $9,620,515. The increase is primarily due to an impairment on oil and gas assets of $9,892,000 recognized in the current period, coupled with a gain of $2,259,183 recognized in Q4 as a result of hyperinflationary accounting compared to a gain of $4,125,084 in the three months ended September 30, 2024. Furthermore, a foreign exchange loss of $1,154,268 was recorded for the three months ended December 31, 2024 compared to a loss of $720,213 in the prior quarter. Furthermore, the Company earned $2,110,078 in revenues during the current quarter compared to $2,325,694 in the prior quarter.
Net loss increased for the three months ended September 30, 2024, by $1,527,479 compared to the three months ended June 30, 2024, from a net income of $349,748 to a net loss of $1,177,731. The decrease is primarily due to a gain of $4,125,084 recognized in Q3, 2024 as a result of hyperinflationary accounting compared to a gain of $5,697,856 in the three months ended June 30 2024. Furthermore, the Company recorded deferred income tax expense of $2,030,631 in Q3 compared to $1,067,016 in Q2 2024.
Net income decreased for the three months ended June 30, 2024, by $970,108 compared to the three months ended March 31, 2024, from a net income of $1,319,856 to a net income of $349,748. The decrease is primarily due to a gain of $5,697,856 recognized in Q2 2024 as a result of hyperinflationary accounting compared to a gain of $6,349,365 in the three months ended March 31, 2024. Furthermore, a foreign exchange loss of $1,341,115 was recorded for the three months ended June 30, 2024 compared to a loss of $565,913 in the prior quarter. Furthermore, the Company earned $1,243,119 in revenues during the current quarter compared to $1,321,945 in the prior quarter. Additionally, the Company recorded deferred income tax expense of $1,067,016 in Q2 2024 compared to $854,952 in Q1 2024.
Net income increased for the three months ended March 31, 2024, by $8,695,830 compared to the three months ended December 31, 2023, from a net loss of $7,375,974 to a net income of $1,319,856. The increase is primarily due to a gain of $6,349,365 recognized in Q1 2024 as a result of hyperinflationary accounting compared to a gain of $1,845,256 in the three months ended December 31, 2023. Furthermore, a foreign exchange loss of $565,913 was recorded for the three months ended March 31, 2024 compared to a loss of $3,166,878 in the prior quarter. Furthermore, the Company earned $1,321,945 in revenues during the current quarter compared to $2,722,489 in the prior quarter. Additionally, the Company recorded deferred income tax expense of $854,952 in Q1 2024 compared to $1,860,326 in Q4 2023.
Net loss increased for the three months ended December 31, 2023, by $14,763,840 compared to the three months ended September 30, 2023, from a net income of $7,387,866 to a net loss of $7,375,974. The increase is primarily due to a gain of $10,625,159 recognized in Q3 as a result of hyperinflationary accounting compared to a gain of $1,845,256 in the three months ended December 31, 2023. Furthermore, a foreign exchange loss of $3,166,878 was recorded for the three months ended December 31, 2023 compared to a loss of $1,892,112 in the prior quarter. Furthermore, the Company earned $2,722,489 in revenues during the current quarter compared to $5,028,124 in the prior quarter. Additionally, the Company recorded deferred income tax expense of $1,860,326 in Q4 2023; no tax expense was recognized for Q3 2023.
| 9 |
Liquidity and Capital Resources
The following table summarizes our liquidity position in USD:
September 30,
2025 | December 31, 2024 | |||||||
| Cash and cash equivalents | 597,207 | 599,208 | ||||||
| Working capital deficit | (30,358,870 | ) | (27,931,650 | ) | ||||
| Total assets | 51,110,204 | 54,864,568 | ||||||
| Total liabilities | 42,420,030 | 40,715,360 | ||||||
| Stockholders’ equity | 8,690,174 | 14,149,208 | ||||||
As at September 30, 2025, working capital deficit was $30,358,870 in comparison to a working capital deficit of $27,931,650 as at December 31, 2024. The $2,427,220 increase in working capital deficit is primarily attributable to a decrease in accounts receivable by $544,770, decrease in prepaid expenses of $216,588, increase in accounts payable and accrued liabilities of $1,014,435, and increase in convertible debentures of $869,856. This was partially offset by a decrease in loans payable of $213,311.
The Company will continue to develop the SASB wells to enhance production through artificial lift and look for new oil and gas opportunities to develop more revenue producing assets.
Operating, Investing and Financing Activities
The chart below highlights the Company’s cash flows:
September 30, 2025 | September 30, 2024 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | 588,537 | (4,053,737 | ) | |||||
| Investing activities | (388,250 | ) | 1,013,728 | |||||
| Financing activities | (309,304 | ) | 1,628,684 | |||||
| Effect of exchange rate on cash and cash equivalents | 107,016 | 468,617 | ||||||
| Increase (decrease) in cash, cash equivalents, and restricted cash | (2,001 | ) | (942,708 | ) | ||||
Cash Used in Operating Activities
Net cash provided in operating activities for the nine months ended September 30, 2025 was $588,537, compared to net cash used of $4,053,737 for the nine months ended September 30, 2024. The current period’s net loss of $2,355,309 was coupled with $2,994,586 in changes in working capital items and offset by $50,740 in net non-cash items. The previous period’s net income of $491,873 was coupled with $2,668,179 in changes in working capital items and offset by $7,213,789 in net non-cash items for the nine months ended September 30, 2024.
Cash Provided by and Used in Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025, was 388,250, compared to $1,013,728 provided for the nine months ended September 30, 2024. Oil and gas properties expenditures decreased to $606,783 from $946,875 in the comparative period, while property and equipment expenditures increased to $12,681 from $4,662 in the prior period. The Company received $388,019 in advances from its JV partners in comparison to $Nil in the comparative period. The company also received $727,322 from the sale of oil and gas assets in the comparative period versus $24,288 in the current period.
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Cash Used in Financing Activities
We have funded our business to date from sales of our common stock through private placements and loans.
Net cash used in financing activities for the nine months ended September 30, 2025, was $309,304 this was comprised of $1,202,380 proceeds provided from loans and $1,511,684 used in the repayment of loans and leases payments made. Net cash provided by financing activities for the nine months ended September 30, 2024 was $1,628,684. This was comprised of $1,701,797 in proceeds received in private placements, net of share issuance costs, coupled with $73,352 in loans received and partially offset by $146,465 in loan and lease payments made.
Future Operating Requirements
Our current plan of operation is to increase production from the SASB field through artificial lift and smaller production tubing to ramp up cashflow to use cashflow to improve working capital. The funding for this plan and to pay down accounts payable will come from existing revenues streams, proceeds from sale of excess inventory from the previous drilling program and renegotiate maturing convertible debt and finding additional opportunities in the Oil and Gas industry. Through these developments, the Company believes this will be sufficient to improve working capital to a manageable level. Renegotiation of maturing convertible debt was finalized on July 24, 2025, and includes the extension of the maturity date to October 31, 2025. The Company is currently in discussions with convertible debenture holders regarding an additional extension.
Once we have brought production levels up to the anticipated levels we shall plan the continuation of drilling production wells extensions at SASB to increase gas production, if and when cash is available. Each sidetrack well is expected to cost US $2.5 -$4 million net to Trillion. Up to 10 sidetracks will be drilled, if and when cash is available from operations. As each of the wells is expected to generate cashflow as they are brought online and as cash receipts from production are obtained on a monthly basis, our cash position will be enhanced and capital outlays will be covered, such that increasing sales revenue will contribute positively to the Company’s working capital and future anticipated capital expenditures.
As of September 30, 2025, the Company had unrestricted cash of $597,207 and current liabilities of $32,209,053, which is not sufficient to cover its plan of operations over the next 12 months and accordingly, the Company anticipates selling inventory, and plans to raise further funds in the short term. The Company is looking for additional opportunities both in Turkey and internationally to develop the Company’s asset base.
Transactions with Related Parties
| Name | Relationship | Share based (‘000) $ | Salary, bonuses & directors fees (‘000) $ | Total
(‘000) $ | ||||||||||
| David M. Thompson | Director and Interim CFO | 5 | 180 | 185 | ||||||||||
| Burak Terzi | Chief Commercial Officer (“CCO”) | – | 194 | 194 | ||||||||||
| Scott Lower | President | – | 240 | 240 | ||||||||||
| Sean Stofer | Director & Chairman | 7 | 158 | 165 | ||||||||||
| Jay Park | Director | 7 | 23 | 30 | ||||||||||
| Other | Close family | – | 112 | 112 | ||||||||||
At September 30, 2025, notes receivable included $37,172 (December 31, 2024 – $37,172) to related parties.
At September 30, 2025, accounts payable and accrued liabilities included $794,959 (December 31, 2024 – $422,564) due to related parties. The amounts are unsecured, non-interest bearing and due on demand.
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During the nine months ended September 30, 2025, management fees and salaries of $336,394 (2024 – $535,804), director fees of $64,800 (2024 – $100,200), consulting fees of $506,288 (2024 – $351,702), and stock-based compensation of $18,525 (2024 – $876,992) were incurred to related parties.
During the nine months ended September 30, 2025, the Company issued 886,000 shares (2024 – 1,509,610) to directors and close family of directors for services performed. The shares issued during the nine months ended September 30, 2024 were also for RSUs which were granted and vested in previous periods.
During the nine months ended September 30, 2025, the Company issued 1,273,413 shares (2024 – Nil) to officers for services performed and 173,002 shares (2024 – Nil) to settle obligation to issue shares that existed in prior periods.
During the nine months ended September 30, 2025, the Company sold equipment to a related party with a book cost net of accumulated depreciation of $34,386 to settle accounts payable of $96,993 (2024 – Nil) and recognized a gain on settlement of $62,607 (2024 – Nil).
During the nine months ended September 30, 2025, the Company issued 5,600,273 shares (2024 - 4,906,847) and Nil (2024 – 4,076,302) units with a fair value of $149,604 (2024 - $836,921) and $Nil (2024 - $327,388), respectively, to related parties of the Company to settle accounts payable of $202,197 (2024 - $800,958) and obligation to issue shares of $Nil (2024 - $146,401) and recognized a gain on settlement of $52,593 (2024 - $216,951).
As at September 30, 2025, loans payable included CAD$248,244 (USD$178,378) (December 31, 2024 – CAD$252,743 (USD$191,811)) due to related parties. The loans payable are unsecured, bears interest ranging from 6% - 12% per annum and have maturity dates ranging from December 31, 2024 to December 27, 2026.
As at September 30, 2025, $18,000 (December 31, 2024 – $6,000) in shares were owed to an officer of the Company.
Risk Management
The Company is exposed to varying degrees to a variety of financial instrument and other risks:
Foreign currency risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company and its subsidiaries are exposed to currency risk as it has transactions denominated in currencies that are different from their functional currencies. The Company does not hedge its exposure to fluctuations in foreign exchange rates.
As at September 30, 2025 and December 31, 2024, significant foreign exchange currency exposure on its financial instruments, expressed in USD was as follows:
If the CAD strengthened or weakened against the USD by 10% the exchange rate fluctuation would impact net loss by $1,631,884 at September 30, 2025 (December 31, 2024 – $1,681,841).
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.
The Company is subject to credit risk on its cash and cash equivalents and amounts receivable which consists primarily of trade receivables and notes and amounts receivable for equity issued. The Company limits its exposure to credit loss on cash and cash equivalents by placing its cash with a high-quality financial institution. Exposure to credit loss notes and amounts receivable for equity issued is limited by entering into these types of transactions with related parties and entities that are well known to the Company.
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The Company only has two customers. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. One of the customers is the largest oil refinery in Turkey. The other customer provides letters of credit to be used by the Company in the event of default. As at September 30, 2025, all of the Company’s trade receivables are current (< 30 days outstanding).
The Company’s maximum credit exposure is $1,505,210 (December 31, 2024 – $2,051,297).
Interest rate risk:
Interest rate risk is the risk that future cash flows will fluctuate because of changes in market interest rates. The interest earned on cash is insignificant and the Company does not rely on interest income to fund its operations. The Company does not have significant debt facilities with variable interest rates and is therefore not exposed to interest rate risk.
Other price risk:
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company does not hold equity investments in other entities and therefore is not exposed to a significant risk.
Liquidity risk
Liquidity risk arises from the Company’s general and capital financing needs. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial assets and liabilities, when feasible. The Company anticipates increases in revenue in future periods resulting from the completion of an additional well subsequent to the period end. Historically, the Company’s sources of funding has been through equity and debt financings. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.
General risks
Petroleum and natural gas exploration and production can involve environmental risks such as litigation, physical and regulatory risks. Physical risks include the pollution of the environment, climate change and destruction of natural habitat, as well as safety risks such as personal injury. The Company works hard to identify the potential environmental impacts of its new projects in the planning stage and during operations. The Company conducts its operations with high standards in order to protect the environment, its employees and consultants, and the general public. We maintain current insurance coverage for comprehensive and general liability as well as limited pollution liability. The amount and terms of this insurance are reviewed on an ongoing basis and adjusted as necessary to reflect current corporate requirements, as well as industry standards and government regulations. Without such insurance, and if the Company becomes subject to environmental liabilities, the payment of such liabilities could reduce or eliminate its available funds or could exceed the funds the Company has available and result in financial distress.
Climate change risks
Our exploration and production infrastructure and other operations and activities emit greenhouse gasses (“GHG”) which may require us to comply with federal and/or provincial GHG emissions legislation. Climate change policy is evolving at regional, national and international levels, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place to prevent climate change or mitigate our effects. The direct or indirect costs of compliance with GHG-related regulations may have a material adverse effect on our business, financial condition, results of operations and prospects. Some of our significant facilities may ultimately be subject to future regional, provincial and/or federal climate change regulations to manage GHG emissions. In addition, climate change has been linked to long-term shifts in climate patterns and extreme weather conditions both of which pose the risk of causing operational difficulties.
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Off-Balance Sheet Arrangements
During 2018 the Company entered into an agreement to grant to a consultant of the Company a 2% (two percent) gross overriding royalty on petroleum substances produced from certain of its currently undeveloped exploration properties, namely: Block 1-11 Vranino situated in Dobrich District, Bulgaria. The Grant of the royalty agreement was for services involving technical and corporate advisory services.
Disclosure of Outstanding Share Data
The Company’s authorized share capital consists of an unlimited number of common shares of which 204,549,909 were issued and outstanding as of September 30, 2025. As of the date of this MD&A, the total number of outstanding common shares is 208,122,285.
As at September 30, 2025, the following stock options were outstanding, entitling the holders thereof the right to purchase one common share for each option held as follows:
| Outstanding | Exercise Price | Expiry Date | Vested | ||||||||
| 50,000 | 1.90 CAD | June 6, 2026 | 50,000 | ||||||||
| 150,000 | 2.20 CAD | October 27, 2025 | 150,000 | ||||||||
| 50,000 | 2.20 CAD | December 9, 2025 | 50,000 | ||||||||
| 200,000 | 0.30 CAD | January 2, 2027 | 200,000 | ||||||||
| 200,000 | 0.20 CAD | February 12, 2027 | 200,000 | ||||||||
| 250,000 | 0.20 CAD | February 15, 2027 | 250,000 | ||||||||
| 500,000 | 0.25 CAD | February 28, 2027 | 500,000 | ||||||||
| 2,050,000 | 0.20 CAD | March 8, 2027 | 2,050,000 | ||||||||
| 7,050,000 | 0.14 CAD | August 12, 2029 | 7,050,000 | ||||||||
| 10,500,000 | 10,500,000 | ||||||||||
As at the date of this MD&A, the following stock options were outstanding, entitling the holders thereof the right to purchase one common share for each option held as follows:
| Outstanding | Exercise Price | Expiry Date | Vested | ||||||||
| 50,000 | 1.90 CAD | June 6, 2026 | 50,000 | ||||||||
| 50,000 | 2.20 CAD | December 9, 2025 | 50,000 | ||||||||
| 200,000 | 0.30 CAD | January 2, 2027 | 200,000 | ||||||||
| 200,000 | 0.20 CAD | February 12, 2027 | 200,000 | ||||||||
| 250,000 | 0.20 CAD | February 15, 2027 | 250,000 | ||||||||
| 500,000 | 0.25 CAD | February 28, 2027 | 500,000 | ||||||||
| 2,050,000 | 0.20 CAD | March 8, 2027 | 2,050,000 | ||||||||
| 7,050,000 | 0.14 CAD | August 12, 2029 | 7,050,000 | ||||||||
| 10,350,000 | 10,350,000 | ||||||||||
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As at the date of this MD&A, the following warrants were outstanding, entitling the holders thereof the right to purchase one common share for each warrant held as follows:
| Outstanding | Exercise Price | Expiry Date | |||||
| 13,232,373 | 0.18 CAD | May 28, 2026 | |||||
| 520,364 | 0.09 CAD | May 28, 2026 | |||||
| 6,142,223 | 0.18 CAD | May 31, 2026 | |||||
| 362,250 | 0.09 CAD | May 31, 2026 | |||||
| 1,532,478 | 0.18 CAD | June 10, 2026 | |||||
| 39,095 | 0.09 CAD | June 10, 2026 | |||||
| 2,262,778 | 0.18 CAD | June 19, 2026 | |||||
| 60,900 | 0.09 CAD | June 19, 2026 | |||||
| 8,472,601 | 0.18 CAD | June 28, 2026 | |||||
| 2,000,000 | 0.18 CAD | July 3, 2026 | |||||
| 150,000 | 0.18 CAD | July 5, 2026 | |||||
| 10,500 | 0.09 CAD | July 5, 2026 | |||||
| 34,785,562 | |||||||
Critical Accounting Policies and Estimates
Our consolidated financial statements and accompanying notes have been prepared in accordance with IFRS. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
We believe that our critical accounting policies and estimates include the following:
Revenue Recognition
Revenue from Contracts with Customers
The Company recognizes revenue when it satisfies its performance obligation(s) by transferring control over a product to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those products.
Performance Obligations and Significant Judgments
The Company sells oil and natural gas products in Turkey. The Company enters into contracts that generally include one type of distinct product in variable quantities and priced based on a specific index related to the type of product.
The oil and natural gas are typically sold in an unprocessed state to processors and other third parties for processing and sale to customers. The Company recognizes revenue at a point in time when control of the oil is transferred. For oil sales, control is typically transferred to the customer upon receipt at the wellhead or a contractually agreed upon delivery point. Under the Company’s natural gas contracts with processors, control transfers upon delivery at the wellhead or the inlet of the processing entity’s system. For the Company’s other natural gas contracts, control transfers upon delivery to the inlet or to a contractually agreed upon delivery point. In the cases where the Company sells to a processor, the Company has determined that the Company is the principal in the arrangement and the processors are the Company’s customers. The Company recognizes the revenue in these contracts based on the net proceeds received from the processor.
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For the Company’s product sales that have a contract term greater than one year, the Company uses the practical expedient in IFRS 15 Paragraph 121(a) which states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to an unsatisfied performance obligation. Under these sales contracts, each unit of product represents a separate performance obligation; therefore, future volumes are unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company has no unsatisfied performance obligations at the end of each reporting period.
The Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. There is a low level of uncertainty due to the precision of measurement and use of index-based pricing with predictable differentials. Additionally, any variable consideration identified is not constrained.
Amounts Receivable
Amounts receivable consist of oil and gas receivables. The Company has classified these as short-term assets in the balance sheet because the Company expects repayment or recovery within the next 12 months. The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected unrecoverable amounts. The Company deems all accounts receivable to be collectable and has not recorded any allowance for doubtful accounts.
Exploration and Evaluation Assets
Pre-license exploration costs are recognized in the consolidated statement of operations and comprehensive loss as incurred.
The costs to acquire non-producing oil and gas properties or licenses to explore, drill exploratory wells and the costs to evaluate the commercial potential of underlying resources, including related borrowing costs, are initially capitalized as exploration and evaluation assets.
Exploration and evaluation assets are subject to technical, commercial and management review to confirm the continued intent to develop and extract the underlying resources. If an area or exploration well is no longer considered commercially viable, the related capitalized costs are charged to exploration expense.
Exploration and evaluation assets are not subject to depreciation, depletion and amortization.
When management determines with reasonable certainty that an exploration and evaluation asset will be developed, as evidenced by the classification of proved or probable reserves and the appropriate internal and external approvals, the asset is transferred to oil and gas properties.
Oil and gas properties
Oil and gas properties (“O&G”) include development and productions costs, less accumulated depletion and depreciation and accumulated impairment loss. O&G are grouped into cash generating units for impairment testing. The Company has grouped its O&G into two CGUs: the Cendere Oil Field and SASB Gas Field.
When significant parts of an item of O&G have different useful lives, they are accounted for as separate items (major components).
Costs incurred subsequent to the determination of technical feasibility and commercial viability and the costs of replacing parts of O&G are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred. Such capitalized items generally represent costs incurred in developing proved and/or probable reserves and bringing on or enhancing production from such reserves and are accumulated on a field or geotechnical area basis. The carrying amount of any replaced or sold component is derecognized. The costs of the day-to-day servicing of oil ang gas properties are recognized in profit or loss as incurred.
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The net carrying value of oil and gas properties is depleted using the unit-of-production method by reference to the ratio of production in the year to the related proved reserves, taking into account estimated future development costs necessary to bring those reserves into production. These estimates are reviewed by independent reservoir engineers at least annually.
Stock-based compensation
Under the company’s share-based compensation plans, share-based awards may be granted to executives, employees and non-employee directors. The Company grants restricted share units (“RSUs”) and stock options to directors, officers, employees, and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services like those performed by an employee.
The costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted, using the Black Scholes valuation model. The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the “vesting date”). For cash settled share-based compensation, the expense is determined based on the fair value of the liability at the end of the reporting period until the award is settled.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment.
The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period, and the corresponding amount is represented in contributed surplus. At the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected to vest and recognizes the impact of the revisions in the consolidated statements of loss.
No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original terms of the award are met. An additional expense or its reduction is recognized for any modification which increases or decreases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the Company or the counterparty, any remaining element of the fair value of the award is expensed immediately or reversed through profit or loss, depending on the type of cancellation. The dilutive effect of outstanding options is reflected as additional dilution in the computation of earnings per share whereas anti-dilutive options are ignored.
Consideration paid to the Company on exercise of hare-based awards is credited to share capital and the associated amount in option reserve is reclassified to share capital.
Unit Offerings
Common shares are classified as equity. Proceeds from unit placements are allocated between shares and warrants issued using the residual method. The residual method first allocates fair value to the component with the best evidence of fair value and then the residual value, if any, to the less easily measurable component. The fair value of the common shares, measured on date of issue, was determined to be the component with the best evidence of fair value. The balance, if any, was allocated to the attached warrants. Costs directly identifiable with share capital financing are charged against share capital. If the subscription is not funded upon issuance, the Company records a receivable as a contra account to shareholders’ equity.
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Hyperinflation in a subsidiary’s functional currency
IAS 29 provides guidance on when a hyperinflation economic environment exists. When hyperinflation is deemed to exist, the subsidiary’s financial statements are first restated before being translated into the consolidated financial statements. Comparative amounts are excluded from the restatement requirement when the presentation currency of the ultimate financial statements into which they will be included (USD) is non-hyperinflationary.
Monetary items are not restated because they are already expressed in terms of the monetary unit current at the end of the reporting period. Certain non-monetary items are carried at amounts current at the end of the reporting period, such as net realizable value and fair value, so they also are not restated. All other non-monetary assets and liabilities are restated in their functional currency so that all the items presented are equivalent to their current purchasing power at the end of the current reporting period. A non-monetary item once restated, in accordance with the appropriate IFRS’s, cannot exceed its recoverable amount.
Assets Held For Sale
Non-current assets are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is met when the sale is highly probable, the asset is available for immediate sale in its present condition and the sale is expected to be completed within one year from the date of classification.
Non-current assets held for sale are presented separately in current assets within the consolidated statements of financial position. Assets held for sale are measured at the lower of carrying amount and fair value less cost to sell, and are not depreciated, depleted or amortized. An impairment loss is recognized for any initial or subsequent write-down of the assets held for sale to fair value less costs to dispose. The comparative period consolidated statement of financial position is not restated.
Commitments and Contingencies
Close-out Fund:
During 2023, the Company and TPAO agreed to establish a close out-fund (the “Close-Out Fund”) in a US dollar bank account. The company has committed to contribute to the Close-Out Fund and is required to deposit 10% of natural gas revenue from the SASB project into the Close-Out Fund until an amount agreed to by both parties is attained. The amount accumulated in the Close-Out Fund will not be used for any purpose other than to cover the cost of close-out of the SASB project. As at September 30, 2025, the Company share of the Close-Out Fund amounted to $756,634 (December 31, 2024 - $686,159).
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Arbitration
The Company through its’ subsidiary PPE Turkey has advanced arbitration against an offshore drilling rig contractor for $20.3 million for gross negligent and breach of contract involving health and safety issues during the prior year drilling program resulting in loss and damages to Company (the “Trillion Losses”). Liability is not admitted, the litigation is at the inception, and thus, legal counsel has advised that it is too soon to predict the outcome or the quantum of damages that will be assessed. The Company is confident that its case has merit. In accordance with guidance for contingent assets and liabilities, no provision for any potential recovery of the Trillion Losses will be made until recovery is virtually certain. If the Company’s claim is successful, the award will exceed the amount, if any, that is payable to the drilling contractor in its claim.
The Company’s subsidiary PPE Turkey is defending an action brought by the same drilling contractor in Europe to which it has advanced an arbitration claim, for drilling services seeking $3 million. This amount has fully been recorded in accounts payable in accordance with guidance as there is significant uncertainty as to the outcome of the arbitration.
Third party liability claim
The Company has included in accounts payable and accrued liabilities a potential liability for an invoice in the amount of $144,247, issued to a 3rd party with whom the Company previously had a farm-in arrangement. The vendor is claiming that the Company is liable given the previous relationship.
Dispute with former employees
The Company has filed claims against, and has received counter claims from, former employees. This dispute is ongoing, and the outcome cannot be predicted at this time.
Events Subsequent to the Nine Months Ended September 30, 2025
On November 17, 2025, the Company issued 3,572,376 shares at $0.035 CAD to settle $125,033 CAD of debt.
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