TPET 8-K
Trio Petroleum Corp (TPET)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): (September 30, 2026)
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(
(Address and telephone number, including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry Into a Material Definitive Agreement.
On September 25, 2026, Trio Petroleum Canada, Corp. (“Trio Canada”), a wholly owned subsidiary of Trio Petroleum Corp (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”), with Marlin Resources Ltd. (“Marlin”), pursuant to which Trio Canada has agreed to purchase Marlin’s interests in twenty-four oil wells, which includes four producing wells and twenty shut-in heavy-oil assets, so described in the Agreement (“Assets”) in exchange for a cash fee in the amount of CAD$800,000, the conveyance by Trio Canada to Marlin of certain assets and interests in agreements held by Trio Canada, and entry into a disposal agreement pursuant to which Trio Canada will dispose of water produced from wells at certain sites for which Marlin acts as an operator.
The Agreement was subject to standard satisfaction of closing conditions, including delivery of no interest letters and conveyances to Trio Canada, and the conveyance by Trio Canada in the assets and interests to Marlin as described above. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD
On September 30, 2026, the Company issued a press release announcing the signing of the Agreement. A copy of such release is furnished hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit | |
| 10.1* | Purchase and Sale Agreement dated September 25, 2026, by and between Trio Petroleum Canada, Corp. and Marlin Resources Ltd. | |
| 99.1 | Press Release dated September 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted exhibit or schedule to the SEC upon request.
| 2 |
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: September 30, 2026 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 10.1
Purchase AND Sale Agreement
(Marlin to Trio TRANSACTION)
THIS PURCHASE AND SALE AGREEMENT (the “Head Agreement”) is dated for reference as of the 25th day of September, 2026 (the “Agreement Date”).
BETWEEN:
MARLIN
RESOURCES LTD.
(the “Vendor”, or the “Transferor”);
AND
TRIO
PETROLEUM CANADA, CORP.
(the “Purchaser” or the “Transferee”).
RECITALS
WHEREAS the Vendor wishes to sell, and the Purchaser wishes to purchase, the Vendor’s entire interest in and to the Assets from the Vendor, subject to and in accordance with this Head Agreement.
AND WHEREAS concurrent with the execution and delivery hereof the Parties have entered into: (a) that certain purchase and sale agreement of even date between Trio Petroleum Canada, Corp., as the vendor, and Marlin Resources Ltd., as the purchaser (the “Trio to Marlin PSA”); and (b) that certain production fluid disposal agreement between Trio Petroleum Canada, Corp., as the operator, and Marlin Resources Ltd., as the producer (the “Disposal Agreement”), pursuant to which the Purchaser shall satisfy a portion of the Purchase Price.
AGREEMENT
NOW THEREFORE in consideration of the promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, the Parties agree as follows:
| 1. | Definitions. Each capitalized term used in this Agreement will have the meaning given to it in the Property Transfer Procedure. In addition: |
| (a) | “Effective Date” means 8:00 a.m. on September 1, 2026. | |
| (b) | “Property Transfer Procedure” means the 2017 CAPL Property Transfer Procedure, together with those specific elections and amendments indicated in Schedule “B”. | |
| (c) | “Scheduled Closing Date” means 10:00 am on September 25, 2026. |
| 2. | Schedules. The following Schedules are attached hereto and made part of this Head Agreement: |
| (a) | Schedule “A”, which describes the Assets and includes the Land Schedule (including Lands, Leases, Petroleum and Natural Gas Rights and the Permitted Encumbrances), Wells, Units, Pipelines, Facilities, and Excluded Assets; | |
| (b) | Schedule “B”, which describes the specific elections, modifications, and amendments to the Property Transfer Procedure; | |
| (c) | Schedule “C”, which is the form of Officer’s Certificate; and | |
| (d) | Schedule “D”, which is the form of the General Conveyance. |
Subject to the elections, modifications, and amendments identified in this Head Agreement and in Schedule “B”, the Property Transfer Procedure is incorporated by reference into this Head Agreement.
| Page 1 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
| 3. | Purchase and Sale. |
| (a) | The Purchaser agrees to purchase the Vendor’s entire interest in and to the Assets from the Vendor, and the Vendor agrees to sell its entire interest in and to the Assets to the Purchaser, on the terms and conditions set forth in this Agreement, including the Schedules hereto. | |
| (b) | At Closing the Base Purchase Price shall be satisfied by the Purchaser as follows: |
| (i) | tendering to the Vendor a cash consideration of CAD$800,000.00; | |
| (ii) | the concurrent closing of the transaction contemplated by the Trio to Marlin PSA; and | |
| (iii) | the execution and delivery of the Disposal Agreement. |
| 4. | Additional Conditions. The following additional conditions precedent are included for the benefit of the Purchaser and the Vendor under Paragraph 10.01 of the Property Transfer Procedure: |
| (a) | No Interest Letters. The Vendor shall have delivered to the Purchaser No Interest Letters from Production Lending, LLC, and from Lycos Energy Inc., in form and content satisfactory to the Purchaser, acting reasonably. | |
| (b) | Closing of Trio to Marlin Transaction. The transaction contemplated by the Trio to Marlin PSA shall have closed concurrent with the Closing. | |
| (c) | Delivery of Disposal Agreement. The Parties shall have executed and delivered the Disposal Agreement concurrent with the execution and delivery hereof. | |
| (d) | Specific Conveyances. The Specific Conveyances to be prepared and delivered by the Vendor at Closing shall include: |
| (i) | Assignment Agreement for Mineral Tenures. | ||
| (ii) | Pooling Agreement. | ||
| (iii) | Assignment Agreement for Surface Tenures. | ||
| (iv) | Notice of Assignment for Joint Operating Agreement (C0063). | ||
| (v) | Notice of Assignments for Royalty Agreements (C0072, C0075, C0076, C0077 and C0078). | ||
| (vi) | Transfer of Fee Mines and Minerals (049-24-W3M: W½ & SE¼ of Sec. 08). | ||
| (vii) | Transfer of Caveats (Mineral). | ||
| (viii) | Transfer of Caveats (Surface). |
| 5. | Counterpart Execution. This Head Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one agreement. Delivery of a facsimile or portable document format copy of an executed counterpart of this Head Agreement shall be as legally effective as delivery of an original, and if each Party delivers either an original, a facsimile or portable document format copy of a counterpart of this Head Agreement executed by it, this Head Agreement shall be valid and binding. |
| Page 2 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
IN WITNESS WHEREOF the Parties have executed and delivered this Head Agreement on the dates indicated below.
| The Vendor MARLIN | The Purchaser TRIO | |||
| RESOURCES LTD. | PETROLEUM CANADA, CORP. | |||
| /s/ Bruce Curlock | /s/ Robin Ross | |||
| Per: | Bruce Curlock, President | Per: | Robin Ross, President & CEO | |
| Date: | September 25, 2026 | Date: | September 25 ,2026 | |
| Page 3 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
schedule “a”
ASSETS
| Page 4 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
SCHEDULE “B”
PROPERTY TRANSFER PROCEDURE ELECTIONS, MODIFICATIONS AND AMENDMENTS
| Page 5 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
schedule “C”
OFFICER’S CERTIFICATE
| Page 6 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
SCHEDULE “D”
GENERAL CONVEYANCE
(MARLIN TO TRIO TRANSACTION)
| Page 7 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
Purchase AND Sale Agreement
(TRIO TO Marlin TRANSACTION)
THIS PURCHASE AND SALE AGREEMENT (the “Head Agreement”) is dated for reference as of the 25th day of September, 2026 (the “Agreement Date”).
BETWEEN:
TRIO
PETROLEUM CANADA, CORP.
(the “Vendor”, or the “Transferor”);
AND
MARLIN
RESOURCES LTD.
(the “Purchaser” or the “Transferee”).
RECITALS
WHEREAS the Vendor wishes to sell, and the Purchaser wishes to purchase, the Vendor’s entire interest in and to the Assets from the Vendor, subject to and in accordance with this Head Agreement.
AND WHEREAS concurrent with the execution and delivery hereof the Parties have entered into: (a) that certain purchase and sale agreement of even date between Marlin Resources Ltd., as the vendor, and Trio Petroleum Canada, Corp., as the purchaser (the “Marlin to Trio PSA”); and (b) that certain production fluid disposal agreement between Trio Petroleum Canada, Corp., as the operator, and Marlin Resources Ltd., as the producer (the “Disposal Agreement”).
AGREEMENT
NOW THEREFORE in consideration of the promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, the Parties agree as follows:
| 6. | Definitions. Each capitalized term used in this Agreement will have the meaning given to it in the Property Transfer Procedure. In addition: |
| (a) | “Effective Date” means 8:00 a.m. on September 1, 2026. | |
| (b) | “Property Transfer Procedure” means the 2017 CAPL Property Transfer Procedure, together with those specific elections and amendments indicated in Schedule “B”. | |
| (c) | “Scheduled Closing Date” means 10:00 am on September 25, 2026. |
| 7. | Schedules. The following Schedules are attached hereto and made part of this Head Agreement: |
| (a) | Schedule “A”, which describes the Assets and includes the Land Schedule (including Lands, Leases, Petroleum and Natural Gas Rights and the Permitted Encumbrances), Wells, Units, Pipelines, Facilities, and Excluded Assets; | |
| (b) | Schedule “B”, which describes the specific elections, modifications, and amendments to the Property Transfer Procedure; | |
| (c) | Schedule “C”, which is the form of Officer’s Certificate; and | |
| (d) | Schedule “D”, which is the form of the General Conveyance. |
Subject to the elections, modifications, and amendments identified in this Head Agreement and in Schedule “B”, the Property Transfer Procedure is incorporated by reference into this Head Agreement.
| Page 8 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
| 8. | Purchase and Sale. |
| (a) | The Purchaser agrees to purchase the Vendor’s entire interest in and to the Assets from the Vendor, and the Vendor agrees to sell its entire interest in and to the Assets to the Purchaser, on the terms and conditions set forth in this Agreement, including the Schedules hereto. | |
| (b) | At Closing the Base Purchase Price shall be satisfied by the Purchaser as follows: |
| (i) | the concurrent closing of the transaction contemplated by the Marlin to Trio PSA; and | ||
| (ii) | the execution and delivery of the Disposal Agreement. |
| 9. | Additional Conditions. The following additional conditions precedent are included for the benefit of the Purchaser and the Vendor under Paragraph 10.01 of the Property Transfer Procedure: |
| (a) | Closing of Marlin to Trio Transaction. The transaction contemplated by the Marlin to Trio PSA shall have closed concurrent with the Closing. | |
| (b) | Delivery of Disposal Agreement. The Parties shall have executed and delivered the Disposal Agreement concurrent with the execution and delivery hereof. | |
| (c) | Specific Conveyances. The Specific Conveyances to be prepared and delivered by the Vendor at Closing shall include: |
| (i) | Transfer of Well License and Facility License. | ||
| (ii) | Assignment of Lease of Space LS00067. | ||
| (iii) | Assignment of Surface Lease and Surface Registration. | ||
| (iv) | Assignment and Novation Agreement for Disposed Volume Revenue Interest Agreement dated April 1, 2026. |
| 10. | Counterpart Execution. This Head Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one agreement. Delivery of a facsimile or portable document format copy of an executed counterpart of this Head Agreement shall be as legally effective as delivery of an original, and if each Party delivers either an original, a facsimile or portable document format copy of a counterpart of this Head Agreement executed by it, this Head Agreement shall be valid and binding. |
| Page 9 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
IN WITNESS WHEREOF the Parties have executed and delivered this Head Agreement on the dates indicated below.
| The Vendor TRIO PETROLEUM CANADA, CORP. | The Purchaser MARLIN RESOURCES LTD. | |||
| /s/ Robin Ross | /s/ Bruce Curlock | |||
| Per: | Robin Ross, President & CEO | Per: | Bruce Curlock, President | |
| Date: | September 25, 2026 | Date: | September 25, 2026 | |
| Page 10 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
schedule “a”
ASSETS
| Page 11 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
SCHEDULE “B”
PROPERTY TRANSFER PROCEDURE ELECTIONS, MODIFICATIONS AND AMENDMENTS
| Page 12 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
schedule “C”
OFFICER’S CERTIFICATE
| Page 13 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
SCHEDULE “D”
GENERAL CONVEYANCE
(TRIO TO MARLIN TRANSACTION)
| Page 14 of 14 |
| Marlin to Trio – Purchase and Sale Agreement |
Exhibit 99.1
TRIO PETROLEUM ANNOUNCES LLOYDMINSTER ACQUISITION WITH
CUMMINGS MULTILATERAL OIL WELL AND
WORKOVER PRODUCTION GROWTH OPPORTUNITY
Boca Raton, Florida. - September 30, 2026 - Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), today announced the acquisition by its Canadian subsidiary of 24 oil wells, with 4 producing and 20 shut-in heavy-oil assets, from Marlin Resources Ltd. (“Marlin”), an active operator in Saskatchewan’s Lloydminster region.
The acquisition would combine approximately 37 barrels of oil per day (“BOPD”) of current production with identified existing-well workover upside, a significant new multilateral drilling opportunity and strategically positioned disposal infrastructure. This transaction represents another achievement in Trio’s strategy to build a substantially larger Canadian oil and gas business.
Cummings Multilateral plus Existing Well Workover Growth Opportunity
A central development opportunity within the Marlin acquisition is a proposed Cummings multilateral well on the N/2 of Section 9-48-23W3. The proposed well would use multiple horizontal branches from a single surface location to access approximately 4,000 meters of target Cummings reservoir. Trio estimates a CDN$1.2 million drilling and development budget which includes drilling, completion and equipping the well for production. Nearby, a Cummings multilateral development by Canadian Natural Resources (“CNRL”) and other operators support the broader development concept as similar Cummings wells are producing approximately 375 BOPD, thereby supporting adding a major drilling component to the production upside identified in the existing well inventory. In addition, Trio has budgeted a CDN$425,000 workover, reactivation and recompletion program targeting additional production.
Terms
As consideration of the 24 wells, Trio is paying CDN$800,000 in cash and transferring to Marlin an underutilized water disposal asset. The cash purchase price and anticipated development and workover expenses will be funded from Trio’s cash on hand.
Strategic Water Disposal Facility
As part of the transaction, Trio is acquiring a water disposal facility that is better located to support Trio’s existing wells, the acquired wells and future development. The improved location is expected to reduce water-hauling distances and disposal costs while creating opportunities for third-party water-disposal and associated skim-oil revenue.
Robin Ross, Chairman and Chief Executive Officer of Trio Petroleum Corp, stated “We expect this transaction to be far more than the production being acquired today. The existing-well workover program provides a defined path intended to materially increase production, while the Cummings multilateral well adds a significant new drilling opportunity on the acquired lands. Based on current production, we estimate the purchase price per flowing barrel represents a discount to the average market price for comparable producing assets. This acquisition represents another important step in growing Trio’s Canadian asset base.”
ABOUT TRIO PETROLEUM CORP
Trio Petroleum Corp (NYSE American: TPET) is an independent oil and gas company focused on the acquisition, development and optimization of oil and gas properties in North America. The Company’s strategy is centered on acquiring producing assets at attractive valuations, optimizing existing production and identifying opportunities to develop additional production through drilling and other development activities.
Cautionary Note Regarding Forward-Looking Statements
All statements in this press release of 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 this press release, the words “estimates,” “believes,” “hopes,” “expects,” “intends,” “on-track”, “plans,” “anticipates,” “aim,” “goal,” or “may,” derivations of such words, 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, although not all forward-looking statements are denoted by such words. Any statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking statements. In this press release, forward-looking statements relate, among other things, to the anticipated operational and financial benefits to Trio of its new acquisition of the assets from Marlin as described herein, as well as Trio’s growth plans and strategies in general. 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 significant risks, uncertainties, and other factors, many of which are outside of the Trio’s control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Risk Factors sections of the Trio reports filed with the Securities and Exchange Commission (SEC). Copies of such documents are available on the SEC’s website, www.sec.gov and on Trio’s website at https://ir.trio-petroleum.com/sec-filings/. Accordingly, readers should not place undue reliance on any forward-looking statements. 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