TPET 8-K
Trio Petroleum Corp (TPET)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of James Blake as a Class II Director
Effective as of October 21, 2024, the Board of Directors (the “Board”) of Trio Petroleum Corp. (the “Company”) appointed James Blake, as a member of the Board to serve as a Class II Director filling the vacancy created by the previous resignation of Michael L. Peterson. On October 21, 2024, the Company and Mr. Blake executed an offer letter (“Offer Letter”), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Form 8-K”), pursuant to which the Company has agreed to award Mr. Blake 250,000 shares of restricted stock (“Restricted Stock”) under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), all of which vest on the six (6) month anniversary of the date of grant, subject to Mr. Blake’ being a director, employee or consultant or advisor to the Company on such vesting date, and subject to the terms and conditions of the Restricted Stock Grant Agreement entered into by and between the Company and Mr. Blake on October 21, 2024. The Offer Letter also provides for Mr. Blake to receive the same compensation payable to all other independent directors of the Company, to be reimbursed for reasonable expenses in connection with the performance of his duties as a member of the Board and to be covered under the Company’s Directors and Officers Liability Insurance Policy.
James Blake was appointed a director of the Company on October 21, 2024. From 1995 to 2024, when he retired, Mr. Blake served in the banking industry as an investment advisor and a Portfolio Manager and first Vice President overseeing a large portfolio of investments. Mr. Blake earned a Bachelor of Commerce degree in 1991 and completed his certification as a Chartered Financial Analyst in 2003. Mr. Blake is qualified to serve as a director of the Company because of his years of financial experience.
Mr. Blake has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Blake and any other persons pursuant to which he was selected as a director.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events
Restricted Stock Grant Agreements to Independent Director and Chief Financial Officer
Effective as of October 21, 2024, the Board approved the awards of 250,000 shares of the Restricted Stock, pursuant to the 2022 Plan, to each of the following independent directors, including John Randall, Thomas J. Pernice, and William J. Hunter, all of which Restricted Stock shall vest within three months after the date of grant, subject to the terms of the Restricted Stock Grant Agreements evidencing such awards. Furthermore, on the same day, the Board also approved the award of 200,000 shares of Restricted Stock to Company’s Chief Financial Officer, Greg Overholtzer, pursuant to the 2022 Plan, which shall vest within six months after the date of grant, subject to the terms of the Restricted Stock Grant Agreement entered into to evidence such award.
Press Release
On October 23, 2024, the Company issued a press release announcing, among other things, the appointment of Mr. Blake as a member of the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit | |
| 10.1 | Offer Letter to Robin Ross, dated October 21, 2024. | |
| 99.1 | Trio Petroleum Press Release, dated October 23, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trio Petroleum Corp. | ||
| Date: October 23, 2024 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
TRIO PETROLEUM CORP.
October 21, 2024
James Blake
Re: Offer Letter
Dear Mr. Blake:
Trio Petroleum Corp., a Delaware corporation (the “Company”, “we”, “us” or similar terminology), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept the position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
1. Term. This Agreement is effective as of the date of mutual execution of this Agreement (the “Effective Date”). Your term as an independent director of the Board shall continue subject to the Company’s Certificate of Incorporation and Bylaws (each as amended and/or restated from time to time) and the provisions in Section 9 below, until your successor is duly appointed and qualified. You shall stand for re-appointment to the Board each year that the Class II of Directors, in which you serve, is up for election at the annual stockholder’s meeting and upon re-appointment, the terms and provisions of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, this Agreement may be terminated at any time in accordance with Section 9 hereto.
2. Services. You shall render services as a member of the Board (hereinafter, your “Duties”). The Duties shall include those customary for a member of a board of directors of an NYSE American-listed public company. During the term of this Agreement, you shall adhere to all applicable fiduciary duties and other laws, rules and regulations, and shall attend and participate in such number of meetings of the Board as regularly or specially called. You may attend and participate at each such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board (and the Company’s officers, as needed) regularly and as necessary via telephone, electronic mail or other forms of correspondence. You may also be appointed by the Board to one or more of its standing committees, including the Company’s audit committee, compensation committee or nominating and corporate governance committee and, upon your agreement to serve on any such committee, you shall provide services consistent with the Company’s other directors serving on such committee(s) and shall be compensated in the same manner as such other directors for your services on such committee(s).
3. Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. You agree, however, that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting, or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting, or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company.
4.Compensation.
a. Annual Cash Retainer. Commencing on the Effective Date, you shall receive the same compensation payable to all other independent directors serving on the Board, which is currently (i) cash compensation of US$50,000 for each calendar year of service as a member of the Board and (ii) cash compensation of $10,000 for each calendar year of service as a member of each committee of the Board that you serve, which will be paid on a pro-rated basis for any calendar year in which you do not serve for the entire year, payable in arrears on a monthly basis, with the initial payment due January 1st, 2025, and which compensation payable to all independent directors may be adjusted from time to time by the Board.
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b. Restricted Stock. As compensation for your services to the Company, you will receive, as of the Effective Date, an award of 250,000 shares of the common stock of the of the Company, par value $0.0001 per share (“Common Stock”), as restricted stock (the “Restricted Stock”), pursuant to the Company’s 2022 Equity Incentive Plan, as amended (the “Plan”). All of the Restricted Stock shall vest on the six (6) month anniversary of the Effective Date, subject to you being a director, employee or consultant or advisor to the Company on such vesting date, and subject to the terms and conditions of the Restricted Stock Grant Agreement entered into by and between the Company and you on October 21, 2024, a copy of which is attached as Exhibit A to this Offer Letter. The other terms and provisions of such Restricted Stock shall be determined by the Board in its sole discretion in accordance with the Plan. You acknowledge that any shares of Common Stock issued to you upon the vesting of the Restricted Stock (collectively, the “Shares”) will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act of 1933, as amended, and therefore may not be sold or otherwise disposed of by you in any manner that would constitute a violation of any applicable federal or state securities laws, any rules of any national securities exchange on which the Company’s securities may be traded, listed or quoted, or in violation of Company policy (it being acknowledged that the Common Stock is not publicly-traded and may never be publicly-traded and therefore should be considered illiquid). You understand that the, if issued upon applicable vesting, certificate(s) representing the shares of Common Stock will contain a restrictive legend similar to the following:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER SAID ACT OR (B) AN OPINION OF COMPANY COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
c. Reimbursement of Reasonable Expenses. You shall also be reimbursed for reasonable, pre-approved expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).
5. D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors insurance policy.
6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
7. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is readily available to the public other than as a result of a breach of the confidentiality provisions of this Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
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c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 9 herein).
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary to perform your duties to the Company as a member of the Board. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary to perform your duties to the Company as a member of the Board, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
f. Survival. You agree that the provisions of this Section 7 shall survive and remain in full force and effect upon and following any termination or purported termination of this Agreement or from and after the time you cease performing services to the Company.
8. Non-Solicitation. During the term of your appointment and for a period of one (1) year thereafter, you shall not solicit for employment any employee of the Company with whom you have had contact due to your appointment. You agree that the provisions of this Section 8 shall survive and remain in full force and effect upon and following any termination or purported termination of this Agreement or from and after the time you cease performing services to the Company.
9. Termination and Resignation. Your membership on the Board (which for purposes of this Agreement shall automatically mean any committee of the Board) may be terminated and you may be removed from the Board for any or no reason by a vote of the stockholders holding at least two-thirds the shares of the Company’s issued and outstanding shares entitled to vote. In addition, the Board may, at any time and for any reason, terminate this Agreement and all of your rights and benefits hereunder. You may also terminate your membership on the Board for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of any of the termination of your Board service, the termination of this Agreement or your Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.
10. Governing Law; Venue; Waiver of Jury Trial. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of Delaware applicable to agreements made and to be performed entirely in the State of Delaware. The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the New York County, New York, for the adjudication of any dispute hereunder or in connection herewith, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that they are is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT EITHER MAY HAVE TO, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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11. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature. Delivery of such counterparts by facsimile or email/.pdf transmission shall constitute validity delivery thereof.
12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your fraud, willful default, gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
13. Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to be employed by the Company.
14. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of any questions arising under this Agreement.
Thank you for your agreement to serve on our Board, and we look forward to working with you. If you are in agreement with the foregoing, please sign by your name below and return a copy to me, which signature shall signify your agreement.
[Signature Page Follows]
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The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | ||
| Trio Petroleum Corp. | ||
| By: | /s/ Robin Ross | |
| Name: Robin Ross | ||
| Title: Chief Executive Officer | ||
| AGREED AND ACCEPTED: | |
| /s/ James Blake | |
| James Blake |
[Signature Page to Director Offer Letter]
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Exhibit 99.1
Trio Petroleum Corp. Announces Appointment of James Blake to its Board of Directors, Strengthening Financial and Strategic Expertise
Bakersfield, CA, October 23, 2024 (GLOBE NEWSWIRE) – Trio Petroleum Corp. (NYSE American: “TPET”, “Trio” or the “Company”), a California-based oil and gas company, is pleased to announce the appointment of James Blake to its Board of Directors. James brings with him 30 years of experience in the financial industry and holds a Bachelor of Commerce degree from the University of Alberta. He is also a Chartered Financial Analyst (CFA), with a distinguished career, having recently retired from a major Canadian bank where he managed over $750 million in assets as a portfolio manager. His expertise in financial markets, investment strategies, and risk management will be an invaluable asset to Trio Petroleum.
In addition to his extensive financial experience, James has been deeply involved in the startup ecosystem, both as an investor and in raising capital for early-stage companies across various sectors. His capacity to identify high-potential ventures, coupled with his financial acumen, equips him with a diverse perspective that will benefit Trio as the company looks to strengthen its position in the energy market.
“James Blake’s wealth of knowledge in financial management and his entrepreneurial insights align perfectly with Trio’s strategic goals for growth and innovation,” said Robin Ross, Chairman of the Board and CEO of Trio Petroleum Corp. “His leadership and experience will be instrumental in supporting our drive for sustainable growth, operational efficiency, and long-term shareholder value. We are excited to welcome James to our board.”
With his forward-thinking approach and a strong track record in both traditional finance and the startup space, James Blake’s appointment strengthens Trio Petroleum’s commitment to corporate governance, strategic direction, and the creation of sustainable value for its investors.
About Trio Petroleum Corp.
Trio Petroleum Corp. is an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California, and Uintah County, Utah. In Monterey County, Trio owns an 85.75% working interest in 9,245 acres at the Presidents and Humpback oilfields in the South Salinas Project, and a 21.92% working interest in 800 acres in the McCool Ranch Field. In Uintah County, Trio owns a 2.25% working interest in 960 acres and options to acquire up to a 20% working interest in the 960 acres, in an adjacent 1,920 acres, and in the greater 30,000 acres of the Asphalt Ridge Project.
Cautionary Statement Regarding Forward-Looking Statements
All statements in this press release of Trio Petroleum Corp. (“Trio”) and its representatives and partners that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words “estimates,” “believes,” “hopes,” “expects,” “intends,” “on-track”, “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Acts and are subject to the safe harbor created by the Acts. Any statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Trio’s control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Risk Factors section of Trio’s Annual Report on Form 10-K and Amendment No. 1 thereto, both filed with the Securities and Exchange Commission (SEC). Copies are of such documents are available on the SEC’s website, www.sec.gov. Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Investor Relations Contact:
Redwood Empire Financial Communications
Michael Bayes
(404) 809 4172