8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): December 30, 2025

Trio Petroleum Corp
(Exact name of registrant as specified in its charter)
Delaware	001-41643	87-1968201
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(State or other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

23823Malibu Road, Suite 304

Malibu,CA 90265

(661)324-3911

(Address and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TPET	The NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01. Entry Into a Material Definitive Agreement.

AssetPurchase Transaction with Novacor Exploration Ltd.

As of December 30, 2025, Trio Petroleum Corp, a Delaware corporation (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of the Company (the “Buyer” or “Trio Canada”), and Novacor Exploration Ltd., a corporation incorporated under the Canada Business Corporations Act (the “Seller”), pursuant to which, subject to the terms and conditions set forth in the APA, the Buyer agreed to acquire certain assets of Seller relating to Seller’s oil and gas business, including certain contracts, leases and permits for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada (collectively, the “Assets”), free and clear of any liens other than certain specified liabilities of Seller that are being assumed (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the “Transaction”) for a total purchase price of CD$1 Million (US$730,300 based on the applicable exchange rate to U.S. Dollars). The Company issued to Seller 912,875 restricted shares (the “Shares”) of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company, subject to certain registration rights (the “Purchase Price”).

The Transaction was closed on December 30, 2025, simultaneously with the execution by the Company, Trio Canada and the Seller of the APA and other transaction documents (the “Closing”). At the Closing, title to the Assets was delivered to the Buyer, and the Company commenced the process to deliver the Shares to the Seller.

Following the Closing, (i) operating costs for the Assets shall, for a period of two (2) years, be held at the levels detailed in the auditor’s report over the eighteen (18) month period prior to the Closing, prepared for the Buyer on the basis of the due diligence materials provided by the Seller to the Buyer in connection with the Transaction, unless mutually agreed otherwise; (ii) after such two-year period, operating costs shall remain competitive with other operators in the area; and (iii) the Buyer shall be entitled to terminate the Seller’s post-Closing actions at any time on 30 days’ prior written notice to the Seller.

After the Closing, with respect to the Assets, the Seller shall act as the on-site operator of the Assets and perform all work and services as provided in the APA.

The foregoing summary of the APA is not complete and is qualified in its entirety by reference to the full text of the APA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The representations, warranties and covenants set forth in the APA have been made only for purposes of the APA and solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the APA instead of establishing these matters as facts. In addition, information regarding the subject matter of the representations and warranties made in the APA may change after the date of the APA. Accordingly, the APA is included with this Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company, its subsidiary, the Assets or Liabilities, or the Company’s or its subsidiary’ respective businesses as of the date of the APA or as of any other date.

RegistrationRights Agreement

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

The foregoing summary of the RRA is not complete and is qualified in its entirety by reference to the full text of the RRA, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

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Item2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item3.02. Unregistered Sale of Equity Securities

The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the Seller in the APA, the issuance and sale of Common Stock pursuant to the APA to the Seller as the Purchase Price in the Transaction was made in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky” laws.

None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

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Item7.01 Regulation FD

On January 5, 2026, the Company issued a press release announcing the signing of the APA and the RRA. A copy of such release is furnished hereto as Exhibit 99.1.

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Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> No.	Description
10.1*	Asset Purchase Agreement, dated as of December 30, 2025, by and among, Trio Petroleum Corp, Trio Petroleum Canada, Corp. and Novacor Exploration Ltd.
10.2	Registration Rights Agreement, dated as of December 30, 2025, by and between, Trio Petroleum Corp and Novacor Exploration Ltd.
99.1	Press release, dated January 5, 2026.
104	Cover<br> Page Interactive Data File (embedded within 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.

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:<br> January 5, 2026	By:	/s/ Robin Ross
	Name:	Robin<br> Ross
	Title:	Chief<br> Executive Officer

Exhibit10.1

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AssetPurchase Agreement

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by,between and among

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TrioPetroleum Corp.

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and

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TrioPetroleum Canada, Corp.

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and

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NovacorExploration Ltd.

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TABLEOF CONTENTS

	PAGE
ARTICLE I. Definitions and Interpretation	5
Section 1.01 Definitions.	5
Section 1.02 Interpretive<br> Provisions.	10
ARTICLE II. Purchase and Sale	11
Section 2.01 Purchase Price.	11
Section 2.02 Purchase Price.	11
Section 2.03 Closing.	11
Section 2.04 Seller Deliverables at the<br> Closings.	12
Section 2.05 Buyer and Parent<br> Deliverables at the Closings.	13
Section 2.06 Additional Documents.	13
Section 2.07 Potentially Adverse<br> Instruments.	13
Section 2.08 Post-Closing<br> Operatorship.	14
Section 2.09 Conveyance Taxes.	15
ARTICLE III. Conditions to the Closings	15
Section 3.01 Conditions to the<br> Obligations of Each of the Parties.	15
Section 3.02 Conditions to the<br> Obligations of Buyer and Parent.	15
Section 3.03 Condition to the Obligations<br> of Seller	16
ARTICLE IV. Contract Operations Post-Closing	17
Section 4.01 Contract Operations<br> Post-Closing.	17
Section 4.02 Responsibilities Following<br> the Closing.	17
Section 4.03 Qualifications of<br> Seller.	17
Section 4.04 Buyer’s<br> Responsibilities.	18
Section 4.05 Right of Access.	18
Section 4.06 Suspension Provisions.	18
Section 4.07 Invoice and Payment.	18
Section 4.08 Emergencies.	19
Section 4.09 Seller as an Independent<br> Contractor.	19
Section 4.10 Audit Provision.	20
Section 4.11 Insurance.	20
ARTICLE V. Representations and Warranties of Seller	20
Section 5.01 Existence and Power	20
Section 5.02 Due Authorization.	20
Section 5.03 Valid Obligation	21
Section 5.04 Governmental<br> Authorization.	21
Section 5.05 Approval of Agreement	21
Section 5.06 Litigation and<br> Proceedings	21
Section 5.07 Compliance With Applicable<br> Laws	21
Section 5.08 Regulatory Permits.	21
Section 5.09 Title to and Ownership of<br> Assets.	22
Section 5.10 Condition and Sufficiency of<br> Assets.	23
Section 5.11 Absence of Certain Changes,<br> Events and Conditions.	24
Section 5.12 Compliance with Laws.	24
Section 5.13 Assigned Contracts.	24
Section 5.14 Real Property.	25

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| --- | | Section 5.15 Legal Proceedings;<br> Governmental Orders. | 26 | | --- | --- | | Section 5.16 Compliance With Laws;<br> Permits. | 26 | | Section 5.17 Environmental Matters. | 26 | | Section 5.18 Taxes. | 28 | | Section 5.19 Tax Returns and Payments;<br> Tax Liens. | 28 | | Section 5.20 Insurance Policies | 29 | | Section 5.21 Restrictions on Business<br> Activities. | 29 | | Section 5.22 Privacy and Data<br> Protection. | 29 | | Section 5.23 Approval of Agreement | 30 | | Section 5.24 Investment<br> Representations | 30 | | Section 5.25 Brokers. | 32 | | ARTICLE VI. Representations and Warranties of Buyer and<br> Parent | 32 | | Section 6.01 Existence and Power. | 32 | | Section 6.02 Due Authorization | 32 | | Section 6.03 Valid Obligation | 32 | | Section 6.04 Governmental<br> Authorization. | 33 | | Section 6.05 Approval of Agreement | 33 | | Section 6.06 The Restricted Shares. | 33 | | Section 6.07 Brokers. | 33 | | Section 6.08 Compliance With Laws and<br> Regulations | 33 | | Section 6.09 Litigation and<br> Proceedings | 33 | | Section 6.10 Governmental<br> Authorization. | 33 | | Section 6.11 Legal Proceedings;<br> Governmental Orders. | 34 | | Section 6.12 Taxes. | 34 | | Section 6.13 Tax Returns and Payments;<br> Tax Liens. | 34 | | ARTICLE VII. Termination; Survival | 35 | | Section 7.01 Termination | 35 | | Section 7.02 Specific Enforcement. | 35 | | Section 7.03 Survival After<br> Termination. | 36 | | ARTICLE VIII. Indemnification | 36 | | Section 8.01 Indemnification of Parent<br> and Buyer. | 36 | | Section 8.02 Indemnification of<br> Seller. | 37 | | Section 8.03 Indemnification<br> Procedures. | 37 | | Section 8.04 Procedure. | 37 | | Section 8.05 Payments. | 39 | | Section 8.06 Insurance. | 39 | | Section 8.07 Time Limit. | 39 | | Section 8.08 Limitations. | 40 | | ARTICLE IX. Miscellaneous | 40 | | Section 9.01 Governing Law;<br> Jurisdiction | 40 | | Section 9.02 Waiver of Jury Trial. | 41 | | Section 9.03 Notices | 41 | | Section 9.04 Attorneys’ Fees | 42 | | Section 9.05 Public Announcements and<br> Filings | 42 | | Section 9.06 Third Party<br> Beneficiaries | 42 |

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| --- | | Section 9.07 Expenses | 42 | | --- | --- | | Section 9.08 Entire Agreement | 42 | | Section 9.09 Survival | 42 | | Section 9.10 Amendment; Waiver;<br> Remedies. | 43 | | Section 9.11 Limitation on Damages. | 43 | | Section 9.12 Arm’s Length<br> Bargaining; No Presumption Against Drafter. | 43 | | Section 9.13 Headings. | 43 | | Section 9.14 Assignment or<br> Delegation. | 43 | | Section 9.15 Further Assurances | 44 | | Section 9.16 Specific Performance. | 44 | | Section 9.17 Counterparts | 44 |

Schedules

Schedule A Assets

Schedule B General Conveyance

Schedule C Specific Responsibilities of Seller

Schedule D Contract Operating Fees

Schedule E Insurance

Schedule F Rights Registration Agreement

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Asset Purchase Agreement

(Saskatchewan Assets)

Dated as of the 30^th^ day of December, 2025.

THISASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of the date first set forth above (the “EffectiveDate”) by, between and among (i) Trio Petroleum Corp., a Delaware corporation (“Parent”); (ii) Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of Parent (“Buyer”); and (iii) Novacor Exploration Ltd., a corporation incorporated under the Canada Business Corporations Act (“Seller”). Each of Parent, Buyer and Seller may be referred to herein collectively as the “Parties” and separately as a “Party”.

RECITALS

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WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets (as defined below) in return for the issuance to Seller of certain shares of common stock, par value $0.0001 per share, of Parent (the “Common Stock”), upon the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

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NOWTHEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:

Article I. Definitions and Interpretation

Section 1.01 Definitions. In addition to the other terms defined herein, the following terms, as used herein, have the following meanings:

(a)	“Action”<br> means any legal action, suit, claim, investigation, hearing or proceeding, including any<br> audit, claim or assessment for taxes or otherwise.
(b)	“Affiliate”<br> means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled<br> by, or under common Control with such Person.
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(c)	“Assigned Contracts” means the Contracts described in Schedule A.
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(d)	“Business Day” means any day that is not a Saturday, Sunday or other day on which banking<br> institutions in Delaware are authorized or required by law or executive order to close.
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(e)	“Buyer Organizational Documents” means the Articles of Incorporation, bylaws and other<br> organizational documents of Buyer as Buyer is required to have under any applicable Law.
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(f)	“Closing Date” means the date of the Closing with respect to the Assets.
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| --- | | (g) | “Contracts”<br> means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments,<br> undertakings, indentures, joint ventures and all other agreements, commitments and legally<br> binding arrangements, whether written or oral. | | --- | --- | | (h) | “Control”<br> of a Person means the possession, directly or indirectly, of the power to direct or cause<br> the direction of the management and policies of such Person, whether through the ownership<br> of voting securities, by contract, or otherwise. | | --- | --- | | (i) | “Encumbrance”<br> means any charge, claim, community property interest, pledge, condition, equitable interest,<br> lien (statutory or other), option, security interest, mortgage, easement, encroachment, right<br> of way, right of first refusal, or restriction of any kind, including any restriction on<br> use, voting, transfer, receipt of income or exercise of any other attribute of ownership. | | --- | --- | | (j) | “Enforceability Exceptions” means | | --- | --- | | (i) | applicable<br> bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar<br> Laws of general application affecting enforcement of creditors’ rights generally; and | | --- | --- | | (ii) | general<br> principles of equity. | | --- | --- | | (k) | “Environmental Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each,<br> any settlement or judgment arising therefrom, by or from any Person alleging liability of<br> whatever kind or nature (including liability or responsibility for the costs of enforcement<br> proceedings, investigations, cleanup, governmental response, removal or remediation, natural<br> resources damages, property damages, personal injuries, medical monitoring, penalties, contribution,<br> indemnification and injunctive relief) arising out of, based on or resulting from: | | --- | --- | | (i) | the<br> presence, Release of, or exposure to, any Hazardous Materials; or | | --- | --- | | (ii) | any<br> actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental<br> Permit. | | --- | --- | | (l) | “Environmental Law” means any applicable Law, and any Order or binding agreement with any Governmental<br> Authority: | | --- | --- | | (i) | relating<br> to pollution (or the cleanup thereof) or the protection of natural resources, endangered<br> or threatened species, human health or safety, or the environment (including ambient air,<br> soil, surface water or groundwater, or subsurface strata); or | | --- | --- | | (ii) | concerning<br> the presence of, exposure to, or the management, manufacture, use, containment, storage,<br> recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing,<br> production, disposal or remediation of any Hazardous Materials. | | --- | --- |

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For the avoidance of doubt, the term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.; Canadian Environmental Protection Act, 1999, S.C. 1999, c. 33; Fisheries Act, R.S.C. 1985, c. F-14; CanadianNavigable Waters Act, R.S.C. 1985, c. N-22; Impact Assessment Act, S.C. 2019, c. 28, s. 1; Species at Risk Act, S.C. 2002, c. 29; Greenhouse Gas Pollution Pricing Act, S.C. 2018, c. 12, s. 186; Canadian Net-Zero Emissions Accountability Act, S.C. 2021, c. 22; Migratory Birds Convention Act, 1994, S.C. 1994, c. 22; The Environmental Management and Protection Act,2010, S.S. 2010, c. E-10.22; The Oil and Gas Conservation Act, R.S.S. 1978, c. O-2; The Mineral Resources Act, 1985, S.S. 1985-86, c. M-16.1; The Water Security Agency Act, S.S. 2005, c. W-8.1; The Hazardous Substances and Waste Dangerous GoodsRegulations, R.R.S., c. E-10.22, Reg. 3; The Public Lands Act, 2023, S.S. 2023, c. P-50.2; The Spill Reporting Regulations, R.R.S., c. E-10.22, Reg. 1; The Management and Reduction of Greenhouse Gases Act, S.S. 2010, c. M-2.01; The Oil and Gas EmissionsManagement Regulations, 2019, R.R.S., c. O-2, Reg. 10; The Wildlife Habitat Protection Act, S.S. 1983, c. W-13.2; The CrownMinerals Act, S.S. 1984-85-86, c. C-50.2; The Pipelines Act, S.S. 1998, c. P-12.1; *The Forest Resources Management Act,*S.S. 1996, c. F-19.1; and The Environmental Assessment Act, S.S. 1979-80, c. E-10.1.

(m)	“Environmental Notice” means any written directive, notice of violation or infraction, or notice<br> respecting any Environmental Claim relating to actual or alleged non-compliance with any<br> Environmental Law or any term or condition of any Environmental Permit.
(n)	“Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption,<br> decision or other action required under or issued, granted, given, authorized by or made<br> pursuant to Environmental Law.
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(o)	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations<br> thereunder.
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(p)	“Governmental Authority” means any government, any governmental, quasi- governmental or regulatory<br> entity or body, department, commission, board, agency or instrumentality, and any arbitrator,<br> court, tribunal or judicial body of competent jurisdiction, any stock exchange or similar<br> self-regulatory organization, or body exercising, or entitled to exercise, any administrative,<br> executive, judicial, legislative, police, regulatory or taxing authority or power of any<br> nature, in each case whether federal, state, county, provincial, and whether United States<br> or Canadian, or other local or foreign jurisdiction.
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(q)	“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination<br> or award entered by or with any Governmental Authority.
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| --- | | (r) | “Hazardous Materials” means: | | --- | --- | | (i) | any<br> material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid,<br> mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous,<br> acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental<br> Laws; and | | --- | --- | | (ii) | any<br> petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos<br> in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated<br> biphenyls. | | --- | --- | | (s) | “Knowledge of Buyer” means the knowledge, after and assuming due inquiry, of the directors<br> and officers of Buyer. | | --- | --- | | (t) | “Knowledge of Seller” means the knowledge, after and assuming due inquiry, of the directors<br> and officers of Seller; provided, however, that Seller shall in all circumstances be charged<br> with such knowledge that an owner of the Assets would reasonably be expected to obtain in<br> the customary ownership and operation of the Assets. | | --- | --- | | (u) | “Law”<br> means any United States or Canadian domestic or foreign, federal, state, municipality or<br> local law, statute, ordinance, code, rule, or regulation. | | --- | --- | | (v) | “Liabilities”<br> means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted,<br> known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise. | | --- | --- | | (w) | “Lien”<br> means any mortgage, lien (statutory or otherwise), pledge, charge, pledge, equitable interest,<br> option, mortgage, right of first refusal, security interest or encumbrance or restriction<br> of any kind in respect of such asset, and any conditional sale or voting agreement or proxy,<br> including any agreement to give any of the foregoing. | | --- | --- | | (x) | “Material Adverse Effect” means any event, occurrence, fact, condition or change that is,<br> or could reasonably be expected to become, individually or in the aggregate, materially adverse<br> to: | | --- | --- | | (i) | the<br> Assets; | | --- | --- | | (ii) | the<br> business, results of operations, condition (financial or otherwise) of Seller; or | | --- | --- | | (iii) | the<br> ability of Seller to consummate the Transactions on a timely basis; | | --- | --- |

provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly or indirectly, arising out of or attributable to:

(iv)	any<br> changes, conditions or effects in the United States or Canadian economies or securities or<br> financial markets in general;
(v)	changes,<br> conditions or effects that generally affect the industries in which Seller operates or in<br> which the Assets are located;
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(vi)	any<br> change, effect or circumstance resulting from an action required or permitted by this Agreement;<br> or
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| --- | | (vii) | conditions<br> caused by acts of terrorism or war (whether or not declared); | | --- | --- |

provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (iv), (v) or (vii) above shall be taken into account in determining whether a Material Adverse Effect on a Seller or the Assets has occurred to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on Seller or the Assets compared to other participants in the industries in which Seller conducts its business.

(y)	“Parent Organizational Documents” means the Certificate of Incorporation, bylaws and other<br> organizational documents of Parent as Parent is required to have under any applicable Law.
(z)	“Permits”<br> means all permits, licenses, franchises, approvals, authorizations, registrations, certificates,<br> variances and similar rights obtained, or required to be obtained, from Governmental Authorities.
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(aa)	“Permitted Encumbrances” means:
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(i)	liens<br> for Taxes not yet due and payable;
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(ii)	mechanics’,<br> carriers’, workmen’s, repairmen’s or other like liens arising or incurred<br> in the ordinary course of business consistent with past practice or amounts that are not<br> delinquent and which are not, individually or in the aggregate, material to the Assets;
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(iii)	easements,<br> rights of way, zoning ordinances and other similar encumbrances affecting real property which<br> are not, individually or in the aggregate, material to the Assets, which do not prohibit<br> or interfere with the current operation of any real property and which do not render title<br> to any real property unmarketable;
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(iv)	liens<br> arising under original purchase price conditional sales contracts and equipment leases with<br> third parties entered into in the ordinary course of business consistent with past practice<br> which are not, individually or in the aggregate, material to the Assets; and
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(v)	the<br> encumbrances set forth in Schedule A.
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(bb)	“Person”<br> means an individual, corporation, partnership (including a general partnership, limited partnership<br> or limited liability partnership), limited liability company, association, trust or other<br> entity or organization, including a government, domestic or foreign, or political subdivision<br> thereof, or an agency or instrumentality thereof.
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(cc)	“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and,<br> with respect to any taxable period beginning before and ending after the Closing Date, the<br> portion of such taxable period ending on and including the Closing Date.
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(dd)	“Release”<br> means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying,<br> discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to<br> escape or migrate into or through the environment (including, without limitation, ambient<br> air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or<br> within any building, structure, facility or fixture).
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| --- | | (ee) | “Representative”<br> means, with respect to any Person, any and all directors, officers, employees, consultants,<br> financial advisors, counsel, accountants and other agents of such Person. | | --- | --- | | (ff) | “SEC”<br> means the United States Securities and Exchange Commission. | | --- | --- | | (gg) | “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations<br> thereunder. | | --- | --- | | (hh) | “Seller Organizational Documents” means the articles of incorporation, bylaws, and other<br> organizational documents of Seller as Seller is required or permitted to have under any applicable<br> Law. | | --- | --- | | (ii) | “Tax Return” means any return, declaration, report, claim for refund, information return<br> or statement or other document relating to Taxes, including any schedule or attachment thereto,<br> and including any amendment thereof. | | --- | --- | | (jj) | “Taxes”<br> means all United States and Canadian federal, state, local, foreign and other income, gross<br> receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration,<br> profits, license, lease, service, service use, withholding, payroll, employment, unemployment,<br> estimated, excise, severance, environmental, stamp, occupation, premium, property (real or<br> personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments<br> or charges of any kind whatsoever, together with any interest, additions or penalties with<br> respect thereto and any interest in respect of such additions or penalties. | | --- | --- | | (kk) | “Termination Date” means December 31, 2025. | | --- | --- | | (ll) | “Transaction Documents” means this Agreement, the General Conveyance and any other document,<br> certificate or agreement to be delivered hereunder or in connection with the Transactions. | | --- | --- | | (mm) | “Transactions”<br> means the purchase and sale of the Assets and the other transactions as contemplated herein<br> or in the other Transaction Documents. | | --- | --- |

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires:

(a)	the<br> words “hereof,” “herein,” and “hereunder” and words of<br> similar import, when used in this Agreement, shall refer to this Agreement as a whole and<br> not to any particular provision of this Agreement;
(b)	terms<br> defined in the singular shall have a comparable meaning when used in the plural, and vice<br> versa;
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(c)	the<br> terms “Dollars” and “$” mean United States Dollars, unless otherwise<br> specified herein;
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(d)	references<br> herein to a specific Section or Schedule shall refer, respectively, to Sections or Schedules<br> of this Agreement;
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| --- | | (e) | wherever<br> the word “include,” “includes,” or “including” is used<br> in this Agreement, it shall be deemed to be followed by the words “without limitation”; | | --- | --- | | (f) | references<br> herein to any gender shall include each other gender; | | --- | --- | | (g) | references<br> herein to any Person shall include such Person’s heirs, executors, personal Representatives,<br> administrators, successors and assigns; provided, however, that nothing contained herein<br> is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; | | --- | --- | | (h) | references<br> herein to a Person in a particular capacity or capacities shall exclude such Person in any<br> other capacity; | | --- | --- | | (i) | references<br> herein to any contract or agreement (including this Agreement) mean such contract or agreement<br> as amended, supplemented or modified from time to time in accordance with the terms thereof; | | --- | --- | | (j) | with<br> respect to the determination of any period of time, the word “from” means “from<br> and including” and the words “to” and “until” each means “to<br> but excluding”; | | --- | --- | | (k) | references<br> herein to any Law or any license mean such Law or license as amended, modified, codified,<br> reenacted, supplemented or superseded in whole or in part, and in effect from time to time;<br> and | | --- | --- | | (l) | references<br> herein to any Law shall be deemed also to refer to all rules and regulations promulgated<br> thereunder. | | --- | --- |

Article II. Purchase and Sale

Section 2.01 Purchase Price. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller, who holds beneficial ownership of the Assets, shall sell, assign, transfer and deliver to Buyer, free and clear of all Liens and Encumbrances, other than the Permitted Encumbrances, all of the Assets. The “Assets” shall be comprised of the Assigned Contracts, and the other Permits and assets set forth in Schedule A.

Section 2.02 Purchase Price. The purchase price for the Assets shall be the issuance by Parent to Seller of CAD$1,000,000.00 in restricted common shares of Common Stock subject to Rule 144 (the “Restricted Shares”) priced at the Volume Weighted Average Price over the five (5) trading days prior to the Closing, and converted from U.S. dollars to Canadian dollars using the daily average exchange rate published by the Bank of Canada on its website as of the date of the Closing.

Section 2.03 Closing.

(a)	The closing of the Transactions (the “Closing”) shall occur, subject to the satisfaction or waiver (by the Party for<br>whose benefit the conditions to exist) of the conditions to closing set forth in ‎Section 3.01, ‎Section 3.02 and<br>‎Section 3.03, on December 30, 2025.

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| --- | | (b) | Notwithstanding<br> that the Closing shall occur on the Closing Date, and the risk, possession, and insurance<br> interest in the Assets shall transfer from Seller to Buyer at the Closing, Seller and Buyer<br> agree as follows: | | --- | --- | | (i) | Seller<br> and Buyer will adjust and apportion expenditures and revenues of every kind and nature incurred,<br> accruing, payable or paid, receivable or received, in respect of the Assets including operating,<br> maintenance, development and capital costs, proceeds from the sale of petroleum and natural<br> gas substances net of applicable transportation costs, royalties, property Taxes, gas cost<br> allowance (or similar allowances), prepayments and deposits, duties, Taxes and assessments,<br> as at April 1, 2025 (the “Accounting Adjustment Date”). | | --- | --- | | (ii) | Seller<br> shall be and remain entitled to the revenues and benefits from the ownership and operation<br> of the Assets incurred or accrued prior to the Accounting Adjustment Date, and is responsible<br> for and will pay for the expenditures pertaining to the ownership and operation of the Assets<br> incurred or accrued prior to the Accounting Adjustment Date. | | --- | --- | | (iii) | Buyer<br> is entitled to the revenues and benefits from the ownership and operation of the Assets incurred<br> or accrued from and after the Accounting Adjustment Date, and is responsible for and will<br> pay for the expenditures pertaining to the ownership and operation of the Assets incurred<br> or accrued from and after the Accounting Adjustment Date. | | --- | --- |

Section 2.04 Seller Deliverables at the Closings. At the Closing, Seller shall deliver to Buyer the following:

(a)	A<br> No Interest Letter from the DODSLAND AND DISTRICT CREDIT UNION LIMITED in respect of Saskatchewan<br> Personal Property Registration #: 301728854;
(b)	A<br> copy of the General Conveyance in the form as attached hereto as Schedule B (the “General Conveyance”) with respect to the Assets, duly executed by an authorized officer<br> of Seller;
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(c)	Such<br> instruments of transfer and assignment as reasonably requested to assign the Assigned Contracts<br> to Buyer, duly executed by Seller and any other required parties thereto;
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(d)	A<br> certificate of an executive officer of Seller, dated as of the Closing Date, and:
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(i)	certifying<br> that the conditions set forth in ‎Section 3.02(a), ‎Section 3.02(b)<br> and ‎Section 3.02(e) have been satisfied and that the statements therein are true<br> and correct as of the Closing Date;
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(ii)	attaching<br> and certifying true and correct copies of resolutions of the Board of Directors of Seller,<br> and of the shareholders of Seller if required as set forth in ‎Section 3.02(d),<br> approving this Agreement, the other Transaction Documents and the Transactions; and
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(iii)	attaching<br> a certificate of status issued by Corporations Canada for Seller, dated as of a date within<br> 5 days of the Closing Date; and
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| --- | | (e) | Such<br> other documents and instruments as reasonable requested by Buyer for the purposes of transferring<br> the Assets to Buyer and otherwise consummating the Transactions being completed at the Closing. | | --- | --- |

Section 2.05 Buyer and Parent Deliverables at the Closings. At the Closing:

(a)	Parent<br> shall record Seller in the books and records of Parent as the owner of the Restricted Shares;
(b)	Parent<br> and Buyer shall deliver to Seller a certificate of an executive Officer of Parent and an<br> executive officer of Buyer, dated as of the Closing Date; and (1) certifying that the conditions<br> set forth in ‎Section 3.03(a) and ‎Section 3.03(f) have been satisfied<br> and that the statements therein are true and correct as of the Closing Date; (2) attaching<br> and certifying true and correct copies of resolutions of the Board of Directors of each of<br> Parent and Buyer approving this Agreement, the other Transaction Documents and the Transactions;<br> and (3) attaching a certificate of status issued by the Delaware Secretary of State for Buyer<br> and Parent, each dated as of a date within 5 days of the Closing Date; and
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(c)	such<br> other documents and instruments as reasonable requested by Seller for the purposes of transferring<br> the Assets to Buyer and otherwise consummating the Transactions.
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Section 2.06 Additional Documents.

(a)	At<br> and following the Closing, the Parties shall execute, acknowledge, and deliver (or shall<br> ensure to be executed, acknowledged, and delivered), any and all certificates, opinions,<br> financial statements, schedules, agreements, resolutions, rulings or other instruments required<br> by this Agreement to be so delivered at or prior to or following the Closing, together with<br> such other items as may be reasonably requested by the Parties and their respective legal<br> counsel in order to effectuate or evidence the Transactions.
(b)	No<br> Assumption of Liabilities. Other than as specifically set forth herein, neither Buyer nor<br> Parent are assuming, nor shall either Buyer or Parent assume, any Liabilities of Seller,<br> whether related to the Assets or otherwise.
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Section 2.07 Potentially Adverse Instruments.

(a)	For<br> purposes herein, “Potentially Adverse Instruments” means:
(i)	In<br> respect of Title#: 120169627 in the name of McKerchar Resources Ltd., and pertaining to an<br> undivided 1/2 interest in all mines and minerals except Coal in Twp 48 Rge 24 W3M: NW ¼<br> of Sec. 03:
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●	Interest#:<br> 117039708, being a Caveat registered 19 May 1981, in the name of Atco Gas & Oil Ltd.
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●	Interest#:<br> 117039719, being a Caveat registered 03 March 1983, in the name of The Royal Bank of Canada.
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| --- | | ● | Interest#:<br> 117039720, being a Caveat registered 21 December 1984, in the name of Royal Bank of Canada,<br> and Chemical Bank of Canada, each as to a ½ interest. | | --- | --- | | ● | Interest#:<br> 117039731, being a Caveat registered 04 August 1992, in the name of Hunter Oil & Gas<br> Ltd. | | --- | --- | | ● | Interest#:<br> 117039742, being a Caveat registered 28 September 1992, in the name of Hunter Oil & Gas<br> Ltd. | | --- | --- | | ● | Interest#:<br> 153129179, being a Mineral Commodity Agreement registered 22 October 22 2010, in the name<br> of Cenovus Energy Inc. | | --- | --- | | (ii) | In<br> respect to Title #: 120169616 in the name of 563993 Saskatchewan Ltd., and pertaining to<br> an undivided 1/2 interest in all mines and minerals excluding Coal in Twp 48 Rge 24 W3M:<br> NW ¼ of Sec. 03: | | --- | --- | | ● | Interest#:<br> 117039652, being a Caveat registered 19 May 1981, in the name of Atco Gas & Oil Ltd. | | --- | --- | | ● | Interest#:<br> 117039663, being a Caveat registered 03 March 1983, in the name of The Royal Bank of Canada. | | --- | --- | | ● | Interest#:<br> 117039674, being a Caveat registered 21 December 1984, in the name of Royal Bank of Canada,<br> and Chemical Bank of Canada, each as to a ½ interest. | | --- | --- | | ● | Interest#:<br> 117039685, being a Caveat registered 04 August 1992, in the name of Hunter Oil & Gas<br> Ltd. | | --- | --- | | ● | Interest#:<br> 117039696, being a Caveat registered 28 September 1992, in the name of Hunter Oil & Gas<br> Ltd. | | --- | --- | | ● | Interest#:<br> 153129168, being a Mineral Commodity Agreement registered 22 October 22 2010, in the name<br> of Cenovus Energy Inc. | | --- | --- | | (b) | From<br> and after the Closing, Seller shall, using commercially reasonable efforts and to the extent<br> possible, on a timely basis and without further consideration, complete such documents and<br> take such other actions as may be reasonably requested by Buyer in order to discharge, lapse,<br> or otherwise extinguish the Potentially Adverse Instruments. | | --- | --- |

Section 2.08 Post-Closing Operatorship.

(a)

Following<br> Closing Seller shall remain as the licensed Permit holder, and recognized operator of the<br> Assets for the purposes of the applicable Governmental Authorities and applicable Laws until<br> Buyer provides written notice to Seller that Buyer has become qualified to hold the Permits<br> for the Wells and the Tangibles pursuant to the applicable Governmental Authorities and applicable<br> Laws, and to otherwise operate the Assets.

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| --- | | (b) | In<br> this regard, the Specific Conveyances relating to operatorship of the Assets, including the<br> Permits for the Wells and the Tangibles, and the applicable surface rights, shall not be<br> circulated or registered by Seller until such time as the foregoing notice is provided to<br> Seller. | | --- | --- |

Section 2.09 Conveyance Taxes.

(a)	Seller<br> will pay all income, capital gain, use, transfer, stamp, registration, documentary, excise,<br> real property transfer or gains, or similar taxes incurred as a result of the Transactions.
(b)	Buyer<br> will pay all sales and value added or similar taxes incurred as a result of the Transactions.
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Article III. Conditions to the Closings

Section 3.01 Conditions to the Obligations of Each of the Parties.

The obligations of each of the Parties to consummate the Closing are subject to the satisfaction, or waiver by each of the Parties, at or before the Closing Date, of all the following conditions:

(a)	No<br> Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law<br> (whether temporary, preliminary or permanent) or Governmental Order that is then in effect<br> and which has the effect of making the Transactions or agreements contemplated by this Agreement<br> illegal or which otherwise prevents or prohibits consummation of the Transactions contemplated<br> by this Agreement and no Governmental Authority shall have imposed any terms or conditions<br> on the Transactions which would reasonably be expected to materially impact the operations<br> of Buyer following the Closing.
(b)	There<br> shall not be any Action brought by a third-party non-Affiliate to enjoin, or otherwise restrict<br> the consummation of the Closing.
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(c)	The<br> Parties shall have received all necessary approvals from all required Governmental Authorities<br> to consummate the Transactions at the Closing.
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Section 3.02 Conditions to the Obligations of Buyer and Parent.

The obligations of Buyer and Parent to consummate the Closing are subject to the satisfaction (or waiver by Buyer and Parent, each in its sole discretion), at or before the Closing Date, of the following conditions:

(a)

The<br> representations and warranties made by Seller in this Agreement shall have been true and<br> correct when made and shall be true and correct in all material respects (other than representations<br> and warranties which are qualified as to materiality and the representations and warranties<br> in Section 5.01, Section 5.02, Section 5.03, Section 5.09, Section 5.12, Section 5.13, Section<br> 5.23 and Section 5.24, which shall each be true and correct in all respects) at the Closing<br> Date with the same force and effect as if such representations and warranties were made at<br> and as of the Closing Date, except for changes therein permitted by this Agreement;

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| --- | | (b) | Seller<br> shall have performed or complied with all covenants and conditions required by this Agreement<br> to be performed or complied with by Seller prior to or at the Closing; | | --- | --- | | (c) | If<br> deemed necessary by Parent, Seller shall have provided to Parent audited financial statements<br> for Seller and the Assets and related auditor reports thereon from a Public Buyer Accounting<br> Oversight Board-registered auditor, which consents to the inclusion of its statements in<br> SEC public filings, for each of the two most recently ended fiscal years and any other period<br> audited or unaudited but reviewed financials are required to be included in the reports filed<br> by Parent with the SEC following the Closing pursuant to applicable Law, and unaudited statements<br> for any other required interim periods; | | --- | --- | | (d) | The<br> Transactions shall have been approved by the shareholders of Seller, if required by applicable<br> Law, or the rules of any applicable securities exchange; and | | --- | --- | | (e) | There<br> shall have occurred no Material Adverse Effect as of the Closing Date. | | --- | --- |

Section 3.03 Condition to the Obligations of Seller

The obligations of Seller to consummate the Closing are subject to the satisfaction (or waiver by Seller in its sole discretion), at or before the Closing Date, of the following conditions:

(a)	The<br> representations and warranties made by Buyer and Parent in this Agreement shall have been<br> true and correct when made and shall be true and correct in all material respects (other<br> than representations and warranties which are qualified as to materiality, and other than<br> the representations and warranties as set forth in Section 6.01, Section 6.02 and Section<br> 6.06 which shall each be true and correct in all respects) at the Closing Date with the same<br> force and effect as if such representations and warranties were made at and as of the Closing<br> Date, except for changes therein permitted by this Agreement;
(b)	The<br> Transactions shall have been approved by the shareholders of Buyer, if required by applicable<br> Law, or the rules of any applicable securities exchange, including the NYSE American;
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(c)	On<br> the Closing, the Restricted Shares having been issued to Seller, subject to Rule 144, as<br> directed by Seller;
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(d)	Evidence<br> that the NYSE American has approved or conditionally approved the Transaction, if so required<br> by the rules and regulations of the NYSE American; and
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(e)	Buyer<br> and Parent shall have performed or complied with all covenants and conditions required by<br> this Agreement to be performed or complied with by Buyer prior to or at the Closing Date.
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Article IV. Contract Operations Post-Closing

Section 4.01 Contract Operations Post-Closing.

The Parties acknowledge and agree that, following the Closing, the following shall apply to the physical operation of the Assets by Seller:

(a)	operating<br> costs for the Assets shall, for a period of two (2) years from the Closing Date, be held<br> at the levels detailed in the auditor’s report over the eighteen (18) month period<br> prior to the Closing Date, prepared for Buyer on the basis of the due diligence materials<br> provided by Seller to Buyer in connection with the Transactions, unless mutually agreed otherwise;
(b)	from<br> and after the foregoing two (2) year period, operating costs shall remain competitive with<br> other operators in the area; and
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(c)	Buyer<br> shall be entitled to terminate Seller’s actions pursuant to this Article IV on thirty<br> (30) days’ written notice to Seller.
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Section 4.02 Responsibilities Following the Closing.

Following the Closing, with respect to all Assets acquired by Buyer hereunder, Seller shall:

(a)	act<br> as the on-site operator of the Assets and perform all work and services ordinarily performed<br> by an operator for the field management and operation of the Wells, Tangibles and Facilities,<br> including the specific duties of Seller described in Schedule C;
(b)	conduct<br> all operations for the Assets in a safe and competent manner, in compliance with accepted<br> industry practices and all applicable Laws, and any Governmental Orders, including the following:<br> Occupational Health and Safety, Environmental, Workers’ Compensation, Transportation<br> of Dangerous Goods, Work Place Hazardous Materials Information System and emergency response<br> plans;
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(c)	place<br> orders with suppliers and sign for receipt of materials, subject to the prior approval of<br> Buyer if required under Schedule C;
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(d)	keep<br> the Assets, including the lands on which they are situated, free of all Liens or Actions<br> arising from the performance of Seller’s obligations under this Agreement, except for<br> Liens or Actions being contested diligently;
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(e)	ensure<br> that:
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(i)	Seller’s<br> personnel are trained and competent to perform their duties before operating the Assets;
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(ii)	the<br> operations comply with Buyer’s safety standards, work practices and accident prevention<br> regulations; and
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(iii)	Seller’s<br> personnel receive H2S training if there is a potential to handle sour substances at the Assets<br> or enter onto sour gas locations.
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Section 4.03 Qualifications of Seller.

If Seller is not qualified to perform any service required to maintain the Assets, including as set forth in Section 4.02, Seller will, using reasonable efforts, either arrange to have third parties perform the service (at the sole cost of Buyer), but subject to prior written approval of Buyer, and provided that any such agreements with third parties shall be invoiced to Buyer unless agreed to in advance in writing, or advise Buyer of the work or service required.

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Section 4.04 Buyer’s Responsibilities.

Following the Closing, with respect to all Assets acquired by Buyer hereunder, Buyer will:

(a)	ensure<br> the Assets are fully operational and in compliance with all applicable Laws;
(b)	maintain<br> all required rights of access and provide adequate access across the land of third parties<br> to the site of the Assets to allow Seller and its employees and sub-contractors access to<br> the site;
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(c)	provide<br> all labour, materials and equipment for repair, maintenance, replacement and remedial work<br> required at the Assets that are not part of Seller’s responsibilities;
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(d)	pay<br> all charges incurred by Seller on behalf of Buyer for the operations carried out under this<br> Agreement;
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(e)	inform<br> Seller in advance of all services that Buyer intends to perform or have performed at the<br> Assets;
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(f)	make<br> all payments attributable to production from the Assets and payments of assessments including<br> but not limited to royalty and tax payments, regulatory agency fees and property taxes on<br> the Assets;
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(g)	provide<br> Seller with Buyer’s safety standards, work practices and accident prevention policies;
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(h)	ensure<br> that a current emergency response plan is in place for the Assets; and
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(i)	remediate<br> any Release in accordance with applicable Law; provided, however, that the remediation shall<br> be at the sole risk, cost, and expense of Buyer except where the Release was caused by the<br> gross negligence or willful misconduct of Seller.
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Section 4.05 Right of Access.

Following the Closing, Buyer, its employees or sub-contractors, may at any time access the Assets and related equipment and supplies.

Section 4.06 Suspension Provisions.

Following the Closing, Buyer may suspend or permanently shut-in any of the Assets.

Section 4.07 Invoice and Payment.

(a)

Seller<br> will invoice Buyer as soon as possible for the fees and other charges incurred for a calendar<br> month in connection with the actions of Seller pursuant to this Article IV in accordance<br> with Schedule D. Buyer will pay Seller the amount specified in the invoice at the end of<br> each calendar month after receiving Seller’s invoice. Payment of any invoice will not<br> prevent Buyer from questioning the correctness of the invoice, up to a period of fifteen<br> (15) months following the end of the calendar year in which an invoice is presented, otherwise<br> the invoice will be deemed to be correct.

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| --- | | (b) | Any<br> invoice that is not questionable and is in the normal course of business and which is not<br> paid within thirty (30) days after receipt of the invoice will accrue interest at an annual<br> interest rate of five percent (5%), with any fractional periods being appropriately pro-rated<br> (the “Interest Rate”), on the amount owing, compounded monthly from the<br> date of receipt of the invoice until paid. Any invoice that is other than in the normal course<br> of business which has been previously agreed but which is not paid within thirty (30) days<br> after receipt of the invoice will accrue interest at the Interest Rate, compounded monthly<br> from the date of receipt of the invoice until paid. | | --- | --- | | (c) | When<br> Seller is required to charge Goods and Services Tax (“GST”), or similar<br> value added tax, Seller’s invoice will include information prescribed by the Input<br> Tax Credit Information Regulations under the Excise Tax Act, or any information prescribed<br> for a similar value added tax. Where Seller is not, or is not required to be, registered<br> for purposes of the GST, that fact will be disclosed on Seller’s invoice. | | --- | --- |

Section 4.08 Emergencies.

In an emergency, Seller will use industry standard efforts to protect life, property and the Assets. Seller will promptly notify Buyer of the emergency and any action taken. Buyer will direct any extended period response and is responsible for any emergency response aside from those specifically assigned to Seller herein.

Section 4.09 Seller as an Independent Contractor.

With respect to the actions of the Parties pursuant to this Article IV, the Parties agree as follows:

(a)	Seller:
(i)	is<br> an independent contractor, whose work and services are subject to this Agreement’s<br> provisions and Buyer’s instructions;
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(ii)	will<br> control the work and services of its employees and sub-contractors; and
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(iii)	is<br> accountable to Buyer for completion of the work and services pursuant to the provisions of<br> this Agreement.
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(b)	Seller<br> is responsible for deciding on:
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(i)	the<br> number of Seller’s employees and sub-contractors;
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(ii)	the<br> selection of employees and sub-contractors; and
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(iii)	the<br> hours of labour and compensation for their services.
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(c)	Seller,<br> its employees and sub-contractors are not agents or employees of Buyer.
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Section 4.10 Audit Provision.

(a)	Seller<br> will maintain complete records and accounts with respect to operations under this Article<br> IV in accordance with generally accepted accounting principles and in the detail required<br> to verify all records and accounts submitted to Buyer.
(b)	Buyer<br> has the right to audit, at its own expense, the records and accounts:
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(i)	during<br> reasonable business hours and on advance written notice to Seller; and
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(ii)	for<br> up to twenty-four (24) months from the end of the calendar year to which the records and<br> accounts relate.
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(c)	Any<br> claims of discrepancies will be made in writing to Seller within three (3) months of completion<br> of the audit.
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(d)	Seller<br> will respond in writing to all claims of discrepancies within three (3) months of receipt<br> of claims.
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Section 4.11 Insurance.

Seller shall obtain and continuously maintain during the course of its operations hereunder that insurance coverage set out in Schedule E, at the sole cost and expense of Seller. Seller shall ensure that all of its sub-contractors engaged in any aspect of operations hereunder or exposed to the risk of any of the operations hereunder shall obtain and maintain insurance coverage comparable to that as set out in Schedule E. Neither the placement of insurance coverage by Seller in accordance with the requirements of this Agreement nor the insolvency, bankruptcy or failure of any insurer to pay any claim arising under this Agreement, relieves or limits any of Seller’s obligations or liabilities.

Article V. Representations and Warranties of Seller

As an inducement to, and to obtain the reliance of Buyer, Seller represents and warrant to Buyer and Parent, as of the Effective Date and as of the Closing Date, as follows, except as specifically disclosed by Seller to Buyer in Schedule A:

Section 5.01 Existence and Power

Seller is a corporation, duly organized, validly existing, and in good standing under the laws of the Canada Business Corporations Act and has the corporate power and is duly authorized under all applicable Laws, and Governmental Orders to carry on its business in all material respects as it is now being conducted. Seller has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 5.02 Due Authorization.

The execution, delivery and performance of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions will not, violate any provision of Seller Organizational Documents. Seller has taken all actions required by Law, Seller Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and to consummate the Transactions.

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Section 5.03 Valid Obligation This Agreement and the other Transaction Documents executed by Seller in connection herewith constitute the valid and binding obligations of Seller enforceable in accordance with their respective terms, except as may be limited by the Enforceability Exceptions. Neither the execution, delivery and performance by Seller of this Agreement or any other Transaction Documents to which it is, or is specified to be, a party will contravene, violate or conflict with or result in the breach of or constitute a default under any of Seller Organizational Documents, contravene, conflict with, or violate, or give any Governmental Authority or other Person the right to challenge any of the Transactions, or to exercise any remedy or obtain any relief under, any Law or Governmental Order to which Seller or any of the Assets could be subject.

Section 5.04 Governmental Authorization.

Neither the execution, delivery nor performance of this Agreement or any of the Transaction Documents by Seller requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 5.05 Approval of Agreement The Board of Directors of Seller has authorized the execution and delivery of this Agreement and the other Transaction Documents by Seller and has approved this Agreement and the transactions contemplated hereby.

Section 5.06 Litigation and Proceedings There are no actions, suits, proceedings or investigations pending or, to the Knowledge of Seller, threatened, by or against Seller or affecting any of the Assets, Seller or its properties, at Law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Seller has no Knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or Governmental Authority or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 5.07 Compliance With Applicable Laws Seller has complied with all applicable Laws, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, Assets, or condition of Seller or except to the extent that noncompliance would not result in the occurrence of any material liability for Seller.

Section 5.08 Regulatory Permits.

Seller possesses all certificates, authorizations and Permits issued by the appropriate Governmental Authorities necessary to conduct its businesses as presently conducted, and to own and operate the Assets and Seller has not received any notice of proceedings relating to the revocation or modification of any such Permit.

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Section 5.09 Title to and Ownership of Assets.

(a)	Seller<br> is the record and beneficial owner of the Assets free and clear of all Liens, Encumbrances,<br> Actions, purchase rights, claims, pledges, mortgages, security interests, or other limitations<br> or restrictions whatsoever, other than the Permitted Encumbrances. Seller is not subject<br> to, or a party to, any agreements, licenses, contracts, instruments or other restrictions<br> of any kind or character which directly or indirectly restrict or otherwise limit in any<br> manner the use, sale or other disposition of the Assets by Seller or by Buyer or Parent.<br> Upon delivery to Buyer of the applicable Transaction Documents, Buyer will acquire lawful,<br> valid and marketable title to the Assets free and clear of all Encumbrances or Liens or restrictions<br> whatsoever, other than the Permitted Encumbrances. Other than pursuant to this Agreement,<br> no Person has any rights to purchase or receive any of the Assets or any interests therein.<br> Seller is not obligated to provide any consideration (whether financial or otherwise) to<br> any third party, nor is any third party otherwise entitled to any consideration, with respect<br> to any exercise of rights by Seller or Buyer or Parent, as successor to Seller, in the Assets.
(b)	There<br> is no Action that is pending or, to the Knowledge of Seller, threatened, that challenges<br> the rights of Seller in respect of any Assets. Seller has not received any written communication<br> alleging that Seller has infringed the rights of any third party and there are no Actions<br> that are pending or, to the Knowledge of Seller, threatened against Seller with respect to<br> the Assets. To the Knowledge of Seller, there is no unauthorized use, infringement or misappropriation<br> of the Assets by any third party and there is no Action that is pending or threatened by<br> Seller with respect thereto. Notwithstanding anything to the contrary, this representation<br> shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right,<br> title and interest in and to the Assets owned by Seller.
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(c)	Seller<br> has complied with all the requirements of all Canadian and United States and foreign Governmental<br> Authorities to maintain the Assets in full force and effect in all material respects, including<br> payment of all required fees when due to such offices or entities, and timely filing of all<br> declarations, certifications and other paperwork with Governmental Authorities needed to<br> maintain the Assets in good standing.
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(d)	No<br> claims:
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(i)	challenging<br> the validity, enforceability, effectiveness or ownership by Seller of any of the Assets owned<br> or purported to be owned by Seller; or
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(ii)	to<br> the effect that any Assets or the conduct of the business of Seller, including the development,<br> marketing, sale and support of the Assets, has infringed or does or will infringe or constitute<br> a misappropriation of any intellectual property or other proprietary or personal right of<br> any Person have been asserted or, to the Knowledge of Seller, threatened by any Person against<br> Seller, nor does there exist any valid basis for such a claim.
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There are no Actions, including interference, re-examination, reissue, opposition, nullity, suspension, rejection (whether non-final or final), default, abandonment or cancellation Actions pending that relate to any of the Assets, and to the Knowledge of Seller no such Actions are threatened or contemplated by any Governmental Authority or any other Person.

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| --- | | (e) | Seller<br> has obtained from all Persons (including former and current employees and current or former<br> consultants and subcontractors) who have created any portion of, or otherwise who would have<br> any rights in or to, the Assets valid and enforceable (subject to the Enforceability Exceptions)<br> written assignments of any such work, invention, improvement or other rights to Seller and<br> have delivered true and complete copies of such assignments to Buyer. No former employee,<br> current employee, consultant or former consultant of Seller has ever excluded any intellectual<br> property from any written assignment executed by any such Person in connection with work<br> performed for or on behalf of Seller. All amounts payable by Seller to consultants and former<br> consultants involved in the development of any Assets have been paid in full. | | --- | --- | | (f) | Seller<br> has taken commercially reasonable measures to protect their ownership of, and rights in,<br> all Assets owned by Seller in accordance with customary industry practices. | | --- | --- | | (g) | Seller<br> has not: | | --- | --- | | (i) | transferred<br> ownership of, or granted any exclusive license with respect to, any Assets to any other Person;<br> or | | --- | --- | | (ii) | granted<br> any customer the right to use any Asset or portion thereof on anything. | | --- | --- |

No funding, facilities or personnel of any educational institution or Governmental Authority were used, directly or indirectly, to develop or create, in whole or in part, any Assets.

(h)	To<br> the Knowledge of Seller, there is no governmental prohibition or restriction on the use of<br> any Assets in any jurisdiction in which Seller currently conducts or has conducted business<br> or on the export or import of any of the Assets from or to any such jurisdiction.
(i)	Seller<br> has never agreed to indemnify any Person for or against any interference, infringement, misappropriation,<br> or other conflict with respect to any of the Assets.
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(j)	The<br> Assets comprise all, or substantially all, of the Seller’s petroleum and natural gas<br> rights in the Province of Saskatchewan, as contemplated by, inter alia, Clause 24.02 of the<br> 2015 CAPL Operating Procedure Clause 24.01B ROFR.
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Section 5.10 Condition and Sufficiency of Assets.

The land, buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property included in the Assets are, to the Knowledge of Seller, structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. Each well located on the Real Property, whether producing, shut-in, injection, disposal or otherwise, has been drilled and, if completed, completed and operated in accordance with generally accepted oil and gas field practices and the material requirements of all applicable Laws as they existed at the relevant time.

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Section 5.11 Absence of Certain Changes, Events and Conditions.

Since December 1, 2025, and other than in the ordinary course of business consistent with past practice, there has not been any:

(a)	event,<br> occurrence or development that has had, or could reasonably be expected to have, individually<br> or in the aggregate, a Material Adverse Effect;
(b)	entry<br> into any Contract that would constitute an Assigned Contract;
(c)	incurrence,<br> assumption or guarantee of any indebtedness for borrowed money in connection with the Assets<br> except unsecured current obligations and Liabilities incurred in the ordinary course of business<br> consistent with past practice;
(d)	transfer,<br> assignment, sale or other disposition of any of the Assets;
(e)	cancellation<br> of any debts or claims or amendment, termination or waiver of any rights constituting Assets;
(f)	material<br> damage, destruction or loss, or any material interruption in use, of any Assets, whether<br> or not covered by insurance;
(g)	acceleration,<br> termination, material modification to or cancellation of any Assigned Contract;
(h)	imposition<br> of any Encumbrance upon any of the Assets; or
(i)	any<br> Contract to do any of the foregoing, or any action or omission that would result in any of<br> the foregoing.

Section 5.12 Compliance with Laws.

Seller is (and has been at all times during the past five (5) years) in compliance with all economic sanctions and anti-boycott Laws in all material respects, including the Laws and regulations administered by the U.S. Customs and Border Protection and U.S. Customs and Immigration Service, the Arms Export Control Act and the International Traffic in Arms Regulations, the Export Control Reform Act and the Export Administration Regulations, the Laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and Section 999 of the Internal Revenue Code.

Section 5.13 Assigned Contracts.

(a)

The<br> Assigned Contracts are the only Contracts applicable to the Assets or to which any of the<br> Assets or their operation are subject. Seller has provided to Buyer true and correct copies<br> of each Assigned Contract.

(b)

Each<br> Assigned Contract is valid and binding on Seller in accordance with its terms and is in full<br> force and effect. None of Seller or, to the Knowledge of Seller, any other party thereto<br> is in breach of or default under (or is alleged to be in breach of or default under), or<br> has provided or received any notice of any intention to terminate, any Assigned Contract.<br> No event or circumstance has occurred that, with notice or lapse of time or both, would constitute<br> an event of default under any Assigned Contract or result in a termination thereof or would<br> cause or permit the acceleration or other changes of any right or obligation or the loss<br> of any benefit thereunder. Complete and correct copies of each Assigned Contract (including<br> all modifications, amendments and supplements thereto and waivers thereunder) have been made<br> available to Buyer. There are no material disputes pending or threatened under any Assigned<br> Contract.

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| --- | | (c) | Seller<br> has not pledged, mortgaged or otherwise granted an Encumbrance on any Assigned Contract. | | --- | --- | | (d) | Seller<br> is not participating in any discussions or negotiations regarding modification of or amendment<br> to any Assigned Contract. | | (e) | As<br> of the Closing, Seller will have received all consents and approvals for all third parties<br> as required to assign the Assigned Contracts to Buyer. | | (f) | Each<br> Assigned Contract is valid, binding, enforceable and in full force and effect. Seller is<br> not in breach or default under such Assigned Contract, and no event has occurred or circumstance<br> exists which, with the delivery of notice, passage of time or both, would constitute such<br> a breach or default, and Seller has paid all rent due and payable under such Assigned Contract.<br> Seller has not received nor given any notice of any default or event that with notice or<br> lapse of time, or both, would constitute a default by Seller under any of the Assigned Contracts<br> and, to the Knowledge of Seller, no other party is in default thereof, and no party to any<br> Assigned Contract has exercised any termination rights with respect thereto. |

Section 5.14 Real Property.

(a)	With<br> respect to the real property as set forth on Exhibit A, included within the Assets (the “Real Property”), Seller represents and warrants as follows:
(i)	Seller<br> has good and marketable leasehold to the Real Property, free and clear of all Encumbrances,<br> except the Permitted Encumbrances;
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(ii)	Seller<br> has not leased or otherwise granted to any Person the right to use or occupy such Real Property<br> or any portion thereof; and
(iii)	there<br> are no unrecorded outstanding options, rights of first offer or rights of first refusal to<br> purchase such Real Property or any portion thereof or interest therein.
(b)	Seller<br> has not received any written notice of:
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(i)	violations<br> of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting<br> the Real Property;
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(ii)	existing,<br> pending or threatened condemnation proceedings affecting the Real Property; or
(iii)	existing,<br> pending or threatened zoning, building code or other moratorium proceedings, or similar matters<br> which could reasonably be expected to adversely affect the ability to operate the Real Property<br> as currently operated.

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Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty.

(c)	Seller<br> has not subleased, assigned or otherwise granted to any Person the right to use or occupy<br> such Real Property or any portion thereof.
(d)	Seller<br> has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest<br> in any Real Property.

Section 5.15 Legal Proceedings; Governmental Orders.

(a)	There<br> are no Actions pending or, to the Knowledge of Seller, threatened against or by Seller:
(i)	relating<br> to or affecting the Assets; or
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(ii)	that<br> challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by<br> this Agreement. No event has occurred or circumstances exist that may give rise to, or serve<br> as a basis for, any such Action.
(b)	There<br> are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards<br> against, relating to or affecting the Assets.
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Section 5.16 Compliance With Laws; Permits.

(a)

Seller<br> has complied, and is now complying, with all Laws applicable to the conduct of its business<br> as currently conducted or the ownership and use of the Assets.

(b)

All<br> Permits required for Seller to operate the Assets as currently conducted or for the ownership<br> and use of the Assets have been obtained by Seller and are valid and in full force and effect.<br> All fees and charges with respect to such Permits as of the date hereof have been paid in<br> full. No event has occurred that, with or without notice or lapse of time or both, would<br> reasonably be expected to result in the revocation, suspension, lapse or limitation of any<br> such Permit.

Section 5.17 Environmental Matters.

(a)	The<br> operations of Seller with respect to the Assets are currently and have been in compliance<br> with all Environmental Laws. Seller has not received from any Person, with respect to the<br> Assets, any:
(i)	Environmental<br> Notice or Environmental Claim; or
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(ii)	written<br> request for information pursuant to Environmental Law, which, in each case, either remains<br> pending or unresolved, or is the source of ongoing obligations or requirements as of the<br> Effective Date or as of any Closing.

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| --- | | (b) | Seller<br> has obtained and is in material compliance with all Environmental Permits necessary for the<br> ownership, lease, operation or use of the Assets and all such Environmental Permits are in<br> full force and effect and shall be maintained in full force and effect by Seller through<br> the Closing Date in accordance with Environmental Law, and Seller is not aware of any condition,<br> event or circumstance that might prevent or impede, after the Closing Date, the ownership,<br> lease, operation or use of the Assets. With respect to any such Environmental Permits, Seller<br> has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate<br> transferability of the same, and Seller is not aware of any condition, event or circumstance<br> that might prevent or impede the transferability of the same, and has not received any Environmental<br> Notice or written communication regarding any material adverse change in the status or terms<br> and conditions of the same. | | --- | --- | | (c) | There<br> has been no Release of Hazardous Materials in contravention of Environmental Law with respect<br> to the Assets, and Seller has not received an Environmental Notice that any of the Assets<br> (including soils, groundwater, surface water, buildings and other structure located thereon)<br> has been contaminated with any Hazardous Material which could reasonably be expected to result<br> in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental<br> Permit by, Seller. | | (d) | There<br> are no active or abandoned aboveground or underground storage tanks owned or operated by<br> Seller in connection with the Assets. | | (e) | There<br> are no Hazardous Materials treatment, storage, or disposal facilities or locations used by<br> Seller and any predecessors in connection with the Assets as to which Seller may retain liability.<br> Seller has not received any Environmental Notice regarding potential liabilities with respect<br> to any off-site Hazardous Materials treatment, storage, or disposal facilities or locations<br> used by Seller. | | (f) | Seller<br> has not retained or assumed, by contract or operation of Law, any liabilities or obligations<br> of third parties under Environmental Law. | | (g) | Seller<br> has provided or otherwise made available to Buyer: | | (i) | any<br> and all environmental reports, studies, audits, records, sampling data, site assessments,<br> risk assessments, economic models and other similar documents with respect to the Assets<br> which are in the possession or control of Seller related to compliance with Environmental<br> Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials;<br> and | | --- | --- | | (ii) | any<br> and all material documents concerning planned or anticipated capital expenditures required<br> to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or<br> otherwise ensure compliance with current or future Environmental Laws (including, without<br> limitation, costs of remediation, pollution control equipment and operational changes). | | (h) | Seller<br> is not aware of or reasonably anticipates, as of any Closing Date, any condition, event or<br> circumstance concerning the Release or regulation of Hazardous Materials that might, after<br> any Closing Date, prevent, impede or materially increase the costs associated with the ownership,<br> lease, operation, performance or use of the Assets as currently carried out. | | --- | --- |

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Section 5.18 Taxes.

(a)	All<br> Tax Returns with respect to the Assets required to be filed by Seller for any Pre-Closing<br> Tax Period have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete<br> and correct in all respects. All Taxes due and owing by Seller (whether or not shown on any<br> Tax Return) have been, or will be, timely paid.
(b)	Seller<br> has withheld and paid each Tax required to have been withheld and paid in connection with<br> amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder<br> or other party, and complied with all information reporting and backup withholding provisions<br> of applicable Law.
(c)	No<br> extensions or waivers of statutes of limitations have been given or requested with respect<br> to any Taxes of Seller.
(d)	All<br> deficiencies asserted, or assessments made, against Seller as a result of any examinations<br> by any taxing authority have been fully paid.
(e)	Seller<br> is not a party to any Action by any taxing authority. There are no pending or threatened<br> Actions by any taxing authority.
(f)	There<br> are no Encumbrances for Taxes upon any of the Assets nor, to the Knowledge of Seller, is<br> any taxing authority in the process of imposing any Encumbrances for Taxes on any of the<br> Assets (other than for current Taxes not yet due and payable).
(g)	None<br> of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code.

Section 5.19 Tax Returns and Payments; Tax Liens.

Seller:

(a)	has<br> duly and timely filed or caused to be filed all federal, state, local and foreign Tax Returns<br> required to be filed by it (including all Tax Returns required to be filed with respect to<br> the Assets), and all such Tax Returns are correct and complete in all material respects and<br> were prepared in substantial compliance with all applicable Laws and regulations;
(b)	has<br> paid all Taxes shown to be due and payable on such Tax Returns and all Taxes otherwise payable<br> with respect to the Assets to the extent due and payable; and
(c)	has<br> properly accrued all Taxes relating to the Assets for periods subsequent to the periods covered<br> by such Tax Returns.

No deficiency in payment of any such Taxes for any period has been asserted by any Tax Authority and remains unsettled. There are no ongoing, pending or, to the Knowledge of Seller, threatened in writing, Tax audits or examinations relating to the Assets. No claim has ever been made by a Tax Authority in a jurisdiction in which Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction. All Taxes required to be withheld, collected or deposited by Seller with respect to the Assets have been timely withheld, collected or deposited and, to the extent required, have been paid to the relevant Tax Authorities. There are no Tax liens on any of the Assets, other than liens for current Taxes which are not yet due or payable. Seller has not entered into any agreement, waiver or other arrangement providing for an extension of time with respect to the assessment or collection of any Tax relating to the Assets or the Business.

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Section 5.20 Insurance Policies

Correct and complete copies of each policy of insurance held by Seller and related to the Assets in any manner have been provided to Buyer. All insurance policies and bonds with respect to the Assets are in full force and effect and Seller has not reached or exceeded policy limits for any insurance policy in effect at any time during the past five (5) years.

Section 5.21 Restrictions on Business Activities.

There is no Contract or Governmental Order to which Seller is a party or otherwise binding upon Seller that has or may reasonably be expected to have the effect of prohibiting, limiting, restricting, or impairing in a material respect any business practice of Buyer or Parent following any Closing, any acquisition or disposition of material property (tangible or intangible) by Seller, the conduct of business by Seller, as currently conducted, or otherwise limiting in a material respect the freedom of Seller or Buyer or Parent, following the any Closing, to engage in any line of business or to compete with any Person.

Section 5.22 Privacy and Data Protection.

(a)	Each<br> of Seller and its Affiliates has complied in all material respects with all applicable international,<br> federal, state, and local laws, rules, regulations, directives and governmental requirements<br> relating in any way to the availability, integrity, security, privacy, or confidentiality<br> of Personal Data (collectively, “Privacy Laws”). In this Section:
(i)	“Personal Data” means any information relating to an identified or identifiable individual,<br> whether such data is in individual or aggregate form and regardless of the media in which<br> it is contained.
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(ii)	“Process”<br> or “Processing” means any operation or set of operations performed upon<br> Personal Data or confidential information, whether or not by automatic means, such as creating,<br> collecting, procuring, obtaining, accessing, recording, organizing, storing, adapting, altering,<br> retrieving, consulting, using or disclosing, disseminating or destroying the data.
(b)	There<br> has been no loss, damage, to the knowledge of Seller, theft, breach or unauthorized or accidental<br> access, acquisition, use, disclosure or other incident involving Personal Data or confidential<br> information maintained by or on behalf of Seller, nor any complaints or claims asserted by<br> any Person (including any Governmental Authority) related to the Processing of Personal Data<br> or confidential information by Seller or by another Person (including any Seller) Processing<br> Personal Data or confidential information on behalf of Seller.
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(c)	To<br> the knowledge of Seller, there has been no legal proceeding brought by any Person that any<br> product or service of Seller was the cause of, or a contributing cause of, or facilitated,<br> any incident involving Personal Data or confidential information maintained by any other<br> Person, nor a legal proceeding brought by any Person that Seller was otherwise liable for<br> any incident or violation of any Privacy Law. Each of Seller and its Affiliates has made<br> all necessary disclosures to, and obtained any necessary consents from, users, customers,<br> employees, contractors, and other Persons as required by applicable Privacy Laws, and has<br> filed any required registrations with the relevant data protection authorities.

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Section 5.23 Approval of Agreement Seller is the only selling party required to authorize the execution and delivery of this Agreement and Seller, including the Board of Directors of Seller, has approved this Agreement and the Transactions.

Section 5.24 Investment Representations

(a)	Investment<br> Purpose. Seller understands and agrees that the consummation of the Transactions including<br> the delivery of the Restricted Shares to Seller in exchange for the Assets as contemplated<br> hereby, constitutes the offer and sale of securities under the Securities Act and applicable<br> state statutes and that the Restricted Shares are being acquired by Seller are being acquired<br> by Seller for Seller’s own account and not with a present view towards the public sale<br> or distribution thereof, except pursuant to sales registered or exempted from registration<br> under the Securities Act.
(b)	Investor<br> Status. Seller is an “accredited investor” as that term is defined in Rule<br> 501(a) of Regulation D (an “Accredited Investor”).
(c)	Reliance<br> on Exemptions. Seller understands that the Restricted Shares are being offered and sold<br> to Seller in reliance upon specific exemptions from the registration requirements of United<br> States federal and state securities Laws and that Buyer is relying upon the truth and accuracy<br> of, and Seller’s compliance with, the representations, warranties, agreements, acknowledgments<br> and understandings of Seller set forth herein in order to determine the availability of such<br> exemptions and the eligibility of Seller to acquire the Restricted Shares.
(d)	Information.<br> Seller has been furnished with all materials relating to the business, finances and operations<br> of Buyer and materials relating to the offer and sale of the Restricted Shares which have<br> been requested by Seller. Seller has been afforded the opportunity to ask questions of Buyer.<br> Seller has such knowledge and experience in financial and business matters that Seller is<br> capable of evaluating the merits and risks of the prospective investment and the receipt<br> of the Restricted Shares. Seller understands that Seller’s investment in the Restricted<br> Shares involves a significant degree of risk. Seller is not aware of any facts that may constitute<br> a breach of any of Buyer’s representations and warranties made herein.
(e)	Governmental<br> Review. Seller understands that no United States federal or state agency or any other<br> government or governmental agency has passed upon or made any recommendation or endorsement<br> of the Restricted Shares.

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| --- | | (f) | Transfer<br> or Resale. Seller understands that: | | --- | --- | | (i) | subject<br> to the Registration Rights Agreement, the sale or re-sale of the Restricted Shares have not<br> been and is not being registered under the Securities Act or any applicable state securities<br> Laws, and the Restricted Shares may not be transferred unless (1) the Restricted Shares are<br> sold pursuant to an effective registration statement under the Securities Act, (2) Seller<br> shall have delivered to Buyer, at the cost of Seller, an opinion of counsel that shall be<br> in form, substance and scope customary for opinions of counsel in comparable transactions<br> to the effect that the Restricted Shares to be sold or transferred may be sold or transferred<br> pursuant to an exemption from such registration, which opinion shall be accepted by Buyer,<br> (3) the Restricted Shares are sold or transferred to an “affiliate” (as defined<br> in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”))<br> of Seller who agree to sell or otherwise transfer the Restricted Shares only in accordance<br> with this Section 5.24 and who is an Accredited Investor, (4) the Restricted Shares are sold<br> pursuant to Rule 144, or (5) the Restricted Shares are sold pursuant to Regulation S under<br> the Securities Act (or a successor rule) (“Regulation S”), and Seller<br> shall have delivered to Buyer, at the cost of Seller, an opinion of counsel that shall be<br> in form, substance and scope customary for opinions of counsel in corporate transactions,<br> which opinion shall be accepted by Buyer; | | --- | --- | | (ii) | any<br> sale of such Restricted Shares made in reliance on Rule 144 may be made only in accordance<br> with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such<br> Restricted Shares under circumstances in which Seller (or the person through whom the sale<br> is made) may be deemed to be an underwriter (as that term is defined in the Securities Act)<br> may require compliance with some other exemption under the Securities Act or the rules and<br> regulations of the SEC thereunder; and | | (iii) | except<br> as with respect to the Registration Rights Agreement or as otherwise provided for herein,<br> neither Buyer nor any other person is under any obligation to register such Restricted Shares<br> under the Securities Act or any state securities Laws or to comply with the terms and conditions<br> of any exemption thereunder (in each case). |

Notwithstanding the foregoing or anything else contained herein to the contrary, the Restricted Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

(g)	Legends.<br> Seller understands that the Restricted Shares, until such time as the Restricted Shares have<br> been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation<br> S without any restriction as to the number of securities as of a particular date that can<br> then be immediately sold, the Restricted Shares may bear a standard Rule 144 legend and a<br> stop-transfer order may be placed against transfer of the certificates for such Restricted<br> Shares.
(h)	Removal.<br> The legend(s) referenced in Section 5.24(g) shall be removed and Parent shall issue a certificate<br> without such legend to the holder of any Restricted Shares upon which it is stamped, if,<br> unless otherwise required by applicable state securities Laws:
(i)	the<br> Restricted Shares are registered for sale under an effective registration statement filed<br> under the Securities Act or otherwise may be sold pursuant to Rule 144 or Regulation S without<br> any restriction as to the number of securities as of a particular date that can then be immediately<br> sold; or
---	---
(ii)	such<br> holder provides Buyer with an opinion of counsel, in form, substance and scope customary<br> for opinions of counsel in comparable transactions, to the effect that a public sale or transfer<br> of such Shares may be made without registration under the Securities Act, which opinion shall<br> be accepted by Buyer so that the sale or transfer is effected.

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| --- |

Seller agrees to sell all Restricted Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

Section 5.25 Brokers.

No agent, broker, finder or investment banker is entitled to any brokerage, finder’s or similar fee or commission from Seller in connection with the Transactions based upon arrangements made by or on behalf of Seller.

Article VI. Representations and Warranties of Buyer and Parent

As an inducement to, and to obtain the reliance of Seller, Buyer and Parent represent and warrant to Seller as of the Effective Date and as of the Closing Date, as follows:

Section 6.01 Existence and Power.

Parent is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and is duly authorized under all applicable Laws and Governmental Orders to carry on its business in all material respects as it is now being conducted. Buyer is a corporation, duly organized, validly existing, and in good standing under the laws of Alberta, Canada, and has the corporate power and is duly authorized under all applicable Laws and Governmental Orders to carry on its business in all material respects as it is now being conducted. Each of Buyer and Parent has full corporate power and authority to carry on its respective businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 6.02 Due Authorization

The execution, delivery and performance of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions will not, violate any provision of Buyer Organizational Documents or Parent Organizational Documents. Each of Buyer and Parent has taken all actions required by Law, Buyer Organizational Documents, Parent Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and to consummate the Transactions.

Section 6.03 Valid Obligation This Agreement and the other Transaction Documents executed by Buyer and Parent in connection herewith constitute the valid and binding obligations of Buyer and Parent, enforceable in accordance with their respective terms, except as may be limited by the Enforceability Exceptions. Neither the execution, delivery and performance by Buyer or Parent of this Agreement or any other Transaction Documents to which it is, or is specified to be, a party will contravene, violate or conflict with or result in the breach of or constitute a default under any of Buyer Organizational Documents, or Parent Organizational Documents, or contravene, conflict with, or violate, or give any Governmental Authority or other Person the right to challenge any of the Transactions, or to exercise any remedy or obtain any relief under, any Law or Governmental Order to which Buyer or Parent could be subject.

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Section 6.04 Governmental Authorization.

Neither the execution, delivery nor performance of this Agreement or any of the Transaction Documents by Buyer or Parent requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 6.05 Approval of Agreement

The Board of Directors of Buyer and the Board of Directors of Parent have each authorized the execution and delivery of this Agreement and the other Transaction Documents by Buyer and Parent and have each approved this Agreement and the Transactions.

Section 6.06 The Restricted Shares.

(a)	The<br> Restricted Shares to be issued and delivered to Seller in accordance with this Agreement<br> shall be, upon issuance and delivery of such Restricted Shares, be fully paid and non-assessable,<br> free and clear of all Liens, other than restrictions arising from applicable securities Laws<br> and any Liens incurred by Seller.
(b)	In<br> consideration for entering into this Agreement in lieu of consideration of cash, that the<br> parties have entered into a separate Registration Rights Agreement with respect to the Restricted<br> Shares being issued, a copy of which is attached as Schedule F (the “Registration Rights Agreement”).

Section 6.07 Brokers.

No agent, broker, finder or investment banker is entitled to any brokerage, finder’s or similar fee or commission from Buyer or Parent in connection with the Transactions based upon arrangements made by or on behalf of Buyer or Parent.

Section 6.08 Compliance With Laws and Regulations Buyer has complied with all applicable Laws and Governmental Orders, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, or condition of Buyer or except to the extent that noncompliance would not result in the occurrence of any material liability for Buyer.

Section 6.09 Litigation and Proceedings There are no actions, suits, proceedings or investigations pending or, to the Knowledge of Buyer, threatened, by or against Buyer, or its properties, at Law or in equity, before any court or other Governmental Authority, domestic or foreign, or before any arbitrator of any kind. Buyer has no Knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 6.10 Governmental Authorization.

Neither the execution, delivery nor performance of this Agreement or any of the Transaction Documents by Buyer requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

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Section 6.11 Legal Proceedings; Governmental Orders.

(a)	There<br> are no Actions pending or, to the Knowledge of Buyer, threatened against or by Buyer:
(i)	relating<br> to or affecting the assets of Buyer; or
---	---
(ii)	that<br> challenge or seek to prevent, enjoin or otherwise delay the Transactions contemplated by<br> this Agreement. No event has occurred or circumstances exist that may give rise to, or serve<br> as a basis for, any such Action.
(b)	There<br> are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards<br> against, relating to or affecting the assets of Buyer.
---	---

Section 6.12 Taxes.

(a)	Buyer<br> has withheld and paid each Tax required to have been withheld and paid in connection with<br> amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder<br> or other party, and complied with all information reporting and backup withholding provisions<br> of applicable Law.
(b)	No<br> extensions or waivers of statutes of limitations have been given or requested with respect<br> to any Taxes of Buyer.
(c)	All<br> deficiencies asserted, or assessments made, against Buyer as a result of any examinations<br> by any taxing authority have been fully paid.
(d)	Buyer<br> is not a party to any Action by any taxing authority. There are no pending or threatened<br> Actions by any taxing authority.
(e)	There<br> are no Encumbrances for Taxes upon any of the assets of Buyer nor, to the Knowledge of Buyer,<br> is any taxing authority in the process of imposing any Encumbrances for Taxes on any of the<br> Assets (other than for current Taxes not yet due and payable).
(f)	Buyer<br> is not, and has not been, a party to, or a promoter of, a “reportable transaction”<br> within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011<br> 4(b).

Section 6.13 Tax Returns and Payments; Tax Liens.

Buyer:

(a)	has<br> duly and timely filed or caused to be filed all federal, state, local and foreign Tax Returns<br> required to be filed by it, and all such Tax Returns are correct and complete in all material<br> respects and were prepared in substantial compliance with all applicable laws and regulations;<br> and

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| --- | | (b) | has<br> paid all Taxes shown to be due and payable on such Tax Returns. No claim has ever been made<br> by a Tax Authority in a jurisdiction in which Buyer does not file Tax Returns that Buyer<br> is or may be subject to taxation by that jurisdiction. Buyer has not entered into any agreement,<br> waiver or other arrangement providing for an extension of time with respect to the assessment<br> or collection of any Tax relating to the assets of Buyer or the business of Buyer. | | --- | --- |

Article VII. Termination; Survival

Section 7.01 Termination This Agreement may be terminated on or prior to either Closing Date:

(a)	By<br> the mutual written consent of the Parties;
(b)	By<br> Buyer or Parent:
(i)	if<br> the conditions to the Closing as set forth in ‎Section 3.01 and ‎Section<br> 3.02 have not been satisfied or waived by Buyer, which waiver Buyer may give or withhold<br> in its sole discretion, by the Termination Date, provided, however, that Buyer and Parent<br> may not terminate this Agreement pursuant to this clause (i) of this Section 7.01(b) if the<br> reason for the failure of any such condition to occur was the breach of the terms of this<br> Agreement by Buyer or Parent; or
---	---
(ii)	if<br> there has been a material violation, breach or inaccuracy of any representation, warranty,<br> covenant or agreement of Seller contained in this Agreement, which violation, breach or inaccuracy<br> would cause any of the conditions set forth in ‎Section 3.02 not to be satisfied,<br> and such violation, breach or inaccuracy has not been waived by Buyer or cured by Seller,<br> as applicable, within five (5) Business Days after receipt by Seller of written notice thereof<br> from Buyer or is not reasonably capable of being cured prior to the Termination Date;
(c)	By<br> Seller if there has been a material violation, breach or inaccuracy of any representation,<br> warranty, covenant or agreement of Buyer or Parent contained in this Agreement, which violation,<br> breach or inaccuracy would cause any of the conditions set forth in ‎Section 3.03<br> not to be satisfied, and such violation, breach or inaccuracy has not been waived by Seller<br> or cured by Buyer or Buyer, as applicable, within five (5) Business Days after receipt by<br> Buyer of written notice thereof from Seller or is not reasonably capable of being cured in<br> a reasonable period of time; or
---	---
(d)	By<br> any Party, if a court of competent jurisdiction or other Governmental Authority shall have<br> issued an order or taken any other action permanently restraining, enjoining or otherwise<br> prohibiting the Transactions and such order or action shall have become final and nonappealable.

Section 7.02 Specific Enforcement.

Notwithstanding the foregoing, the Parties acknowledge and agree that if Buyer has a right to terminate this Agreement pursuant to the provisions of clause (ii) of Section 7.01(b), Buyer may elect not to terminate this Agreement and may instead seek to specifically enforce this Agreement pursuant to the provisions of Section 9.16, provided that all conditions to the Closing have been satisfied in the event that such specific performance is seeking to cause the Closing to occur, waiver of any condition to close not being sufficient to implicate the right of specific performance as set forth herein.

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Section 7.03 Survival After Termination.

Subject to the provisions of Section 7.02, if this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Article VIII. Indemnification

Section 8.01 Indemnification of Parent and Buyer.

If the Closing occurs, Seller hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable Law Parent, Buyer and their respective Affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Buyer Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any Buyer Indemnified Party as a result of or in connection with:

(a)	any<br> breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment<br> of any of the representations, warranties, covenants and agreements of Seller contained herein<br> or in any of the Transaction Documents;
(b)	the<br> ownership, and operation of the Assets prior to the Closing Date, including due to any Actions<br> by any third parties with respect to the Assets for any period prior to the Closing Date;
(c)	as<br> a result of any matter attributable to the Potentially Adverse Instruments; or
(d)	any<br> violation or alleged violation by Seller of the Securities Act, the Exchange Act, any other<br> Law (collectively, “Violations”), any related prospectus or any form of<br> prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or<br> arising out of or relating to any omission or alleged omission of a material fact required<br> to be stated therein or necessary to make the statements therein (in the case of any such<br> prospectus or supplement thereto, in light of the circumstances under which they were made)<br> not misleading or any violation or alleged violation by Parent of the Securities Act, the<br> Exchange Act or any state securities Law, or any rule or regulation thereunder, in connection<br> with the performance of its obligations under this Agreement, but only to the extent that<br> such untrue statements or omissions are based upon information regarding Seller furnished<br> to Parent by Seller for use therein.

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Section 8.02 Indemnification of Seller.

If the Closing occurs, Parent hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable Law Seller and its Affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Seller Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any Seller Indemnified Party as a result of or in connection with:

(a)	any<br> breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment<br> of any of the representations, warranties, covenants and agreements of Buyer contained herein<br> or in any of the Transaction Documents;
(b)	the<br> ownership, and operation of the Assets on or following the Closing Date, including due to<br> any Actions by any third parties with respect to the Assets for any period on or following<br> the Closing Date; or
(c)	any<br> Violations by Parent other than to the extent arising out of or based upon a Violation which<br> is due to information furnished to Parent by any Seller Indemnified Party; and provided that<br> such indemnification shall not be available to the extent such claim is based on:
(i)	a<br> failure of Seller to deliver or to cause to be delivered the prospectus made available by<br> Parent;
---	---
(ii)	any<br> Seller Indemnified Party’s use of an incorrect prospectus despite being promptly advised<br> in advance by Parent in writing not to use such incorrect prospectus; or
(iii)	any<br> claims based on the manner of sale of the Registrable Securities by Seller or of Seller’s<br> failure to register as a dealer under applicable securities Laws.

Section 8.03 Indemnification Procedures.

The Person making a claim under this Article VIII is referred to as the “Indemnified Party” and the Party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”.

Section 8.04 Procedure.

The following shall apply with respect to all indemnification claims pursuant to this Article VIII:

(a)

If<br> any Indemnified Party receives notice of the assertion or commencement of any Action made<br> or brought by any Person who is not a party to this Agreement or an Affiliate of a party<br> to this Agreement or a Representative of the foregoing (a “Third-Party Claim”)<br> against such Indemnified Party with respect to which the Indemnifying Party is obligated<br> to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying<br> Party reasonably prompt written notice thereof, but in any event not later than thirty (30)<br> calendar days after receipt of such notice of such Third-Party Claim. The failure to give<br> such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification<br> obligations, except and only to the extent that the Indemnifying Party forfeits rights or<br> defenses by reason of such failure. Such notice by the Indemnified Party shall describe the<br> Third-Party Claim in reasonable detail, shall include copies of all material written evidence<br> thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that<br> has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have<br> the right to participate in, or by giving written notice to the Indemnified Party, to assume<br> the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the<br> Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good<br> faith in such defense. In the event that the Indemnifying Party assumes the defense of any<br> Third-Party Claim, subject to Section 8.04(b), it shall have the right to take such action<br> as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining<br> to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified<br> Party shall have the right to participate in the defense of any Third-Party Claim with counsel<br> selected by it subject to the Indemnifying Party’s right to control the defense thereof,<br> provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified<br> Party.

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| --- | | (b) | Notwithstanding<br> any other provision of this Agreement, the Indemnifying Party shall not enter into settlement<br> of any Third-Party Claim without the prior written consent of the Indemnified Party, except<br> as provided in this Section 8.04(b). If a firm offer is made to settle a Third-Party Claim<br> without leading to liability or the creation of a financial or other obligation on the part<br> of the Indemnified Party and provides, in customary form, for the unconditional release of<br> each Indemnified Party from all liabilities and obligations in connection with such Third-Party<br> Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying<br> Party shall give written notice to that effect to the Indemnified Party. If the Indemnified<br> Party consents to such firm offer the Indemnifying Party may settle the Third-Party Claim<br> upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified<br> Party objects to such offer, or does not provide a response to such firm offer within ten<br> days after its receipt of such notice (in which case the Indemnified Party shall be deemed<br> to not have consented to such offer), the Indemnified Party shall thereafter assume the defense<br> of such Third-Party Claim and shall continue to contest or defend such Third-Party Claim<br> and in such event the maximum liability of the Indemnifying Party as to such Third-Party<br> Claim shall not exceed the amount of such settlement offer. If the Indemnified Party has<br> assumed the defense pursuant to this Section 8.04(b), the Indemnified Party shall not agree<br> to any settlement without the written consent of the Indemnifying Party (which consent shall<br> not be unreasonably withheld or delayed). | | --- | --- | | (c) | Any<br> Action by an Indemnified Party on account of a Loss which does not result from a Third-Party<br> Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving<br> the Indemnifying Party reasonably prompt written notice thereof, but in any event not later<br> than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim.<br> The failure to give such prompt written notice shall not, however, relieve the Indemnifying<br> Party of its indemnification obligations, except and only to the extent that the Indemnifying<br> Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified<br> Party shall describe the Direct Claim in reasonable detail, shall include copies of all material<br> written evidence thereof and shall indicate the estimated amount, if reasonably practicable,<br> of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying<br> Party shall have thirty (30) calendar days after its receipt of such notice to respond in<br> writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and<br> its professional advisors to investigate the matter or circumstance alleged to give rise<br> to the Direct Claim, and whether and to what extent any amount is payable in respect of the<br> Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation<br> by giving such information and assistance as the Indemnifying Party or any of its professional<br> advisors may reasonably request. If the Indemnifying Party does not so respond within such<br> thirty (30) calendar day period, the Indemnifying Party shall be deemed to have accepted<br> liability for such claim, in which case the Indemnified Party shall be free to pursue such<br> remedies as may be available to the Indemnified Party on the terms and subject to the provisions<br> of this Agreement. |

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| --- | | (d) | Upon<br> a reasonable request made by the Indemnifying Party, each Indemnified Party seeking indemnification<br> hereunder in respect of any Direct Claim, hereby agrees to consult with the Indemnifying<br> Party and act reasonably to take actions reasonably requested by the Indemnifying Party in<br> order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs<br> or expenses associated with taking such actions shall be included as Losses hereunder. | | --- | --- | | (e) | Buyer<br> shall be solely responsible for any withholding taxes, deductions, or other similar taxes<br> imposed by any applicable tax authority in connection with the transactions contemplated<br> by this Agreement (collectively, the “Withholding Taxes”). Buyer agrees<br> to indemnify, defend, and hold harmless Seller, its affiliates, and their respective directors,<br> officers, employees, and agents from and against any and all claims, liabilities, obligations,<br> penalties, interest, losses, damages, costs, and expenses (including reasonable attorneys’<br> fees) arising from or relating to any failure by Buyer to properly deduct, withhold, report,<br> remit, or pay any Withholding Taxes required by applicable Law. |

Section 8.05 Payments.

Any indemnification required by this Article VIII for costs, disbursements or expenses of any Indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

Section 8.06 Insurance.

Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 8.07 Time Limit.

The obligations of Seller and Buyer under Section 8.01 and Section 8.02 shall expire two (2) years from the Closing Date, except with respect to:

(a)	an<br> indemnification claim asserted in accordance with the provisions of this Article VIII which<br> remains unresolved, for which the obligation to indemnify shall continue until such claim<br> is resolved; and

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| --- | | (b) | resolved<br> claims for which payment has not yet been paid to the Indemnified Party. | | --- | --- |

Section 8.08 Limitations.

Notwithstanding anything to the contrary in this Article VIII, neither Party shall be obligated to indemnify any Persons for any Losses in excess of the total fair market value of the Restricted Shares as of the Closing Date, as determined based on the closing trading price of the Common Stock as of the date immediately preceding the Closing Date (the “Cap”). For the avoidance of doubt, Cap shall apply:

(a)	as<br> to all of Buyer Indemnified Parties collectively, and Seller shall not be subject to the<br> Cap with respect to each individual Buyer Indemnified Party; and
(b)	as<br> to all of Seller Indemnified Parties collectively, and Buyer shall not be obligated to satisfy<br> the Cap, with respect to each individual Seller Indemnified Party.

Article IX. Miscellaneous

Section 9.01 Governing Law; Jurisdiction

(a)

This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement<br>or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims<br>and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural<br>laws of the State of Delaware, in each case as in effect from time to time and as the same may be amended from time to time, and as applied<br>to agreements performed wholly within the State of Delaware, provided, however, that to the extent that the laws of Canada, Alberta and<br>Saskatchewan are applicable to the acquisition or transfer of the Assets to Buyer, such laws shall apply thereto.

(b)

ANY<br> LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION<br> DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE INSTITUTED SOLELY IN THE FEDERAL<br> COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF CALIFORNIA, IN EACH<br> CASE LOCATED IN KERN COUNTY, CALIFORNIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL<br> JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY<br> AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY<br> PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH<br> COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT<br> IN AN INCONVENIENT FORUM.

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Section 9.02 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THE PERFORMANCE THEREOF (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ‎Section 10.02. Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Section 9.03 Notices

(a)	Any notice or other<br>communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent<br>by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to Parent or Buyer:

Trio Petroleum Corp.

Attn: Robin Ross

5401 Business Park South, Suite 115

Bakersfield, CA 93309

Email: rross@triopetroleum.us

If to Seller:

Novacor Exploration Ltd.

Attn: Douglas Forrest

5014 48 Street

Lloydminster, AB T9V 0H8

Email: novacorexploration@gmail.com

With a copy, which shall not constitute notice, to:

Sebastian Lowes Law Corporation

Attn: Sebastian Lowes

408

• 55 Water Street | Vancouver, BC | V6B 1A1Email: sebastian@loweslaw.ca

(b)	Any<br> Party may change its address for notices hereunder upon notice to each other Party in the<br> manner for giving notices hereunder.
(c)	Any<br> notice hereunder shall be deemed to have been given:

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| --- | | (i) | upon<br> receipt, if personally delivered; | | --- | --- | | (ii) | on<br> the day after dispatch, if sent by overnight courier; | | (iii) | upon<br> dispatch, if transmitted by email with return receipt requested and received; and | | (iv) | three<br> (3) days after mailing, if sent by registered or certified mail. |

Section 9.04 Attorneys’ Fees In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 9.05 Public Announcements and Filings Unless required by applicable Law or regulatory authority, or the rules and regulations of the NYSE American, none of the Parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and Representatives in connection with the Transactions) or file any document, relating to this Agreement and the Transactions, except as may be mutually agreed by the Parties.

Section 9.06 Third Party Beneficiaries This contract is strictly between the Parties and, except as specifically provided, no other Person and no director, officer, stockholder, employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 9.07 Expenses Subject to Section 9.04, except as specifically set forth herein, whether or not either Closing occurs, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the transactions contemplated herein.

Section 9.08 Entire Agreement This Agreement and the other Transaction Documents represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 9.09 Survival The representations, warranties, and covenants of the respective Parties shall survive each Closing Date and the consummation of the Transactions for a period of two years therefrom, and provided that the covenants and agreements of the Parties as set forth in ‎Article V shall survive the Closing Date and shall remain in force for the periods as set forth in ‎Article V.

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Section 9.10 Amendment; Waiver; Remedies.

(a)	This<br> Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms,<br> covenants, representations, warranties or conditions hereof may be waived, only by a written<br> instrument executed by both of the Parties.
(b)	Every<br> right and remedy provided herein shall be cumulative with every other right and remedy, whether<br> conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no<br> waiver by any Party of the performance of any obligation by the other shall be construed<br> as a waiver of the same or any other default then, theretofore, or thereafter occurring or<br> existing.
(c)	Neither<br> any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction<br> of any condition herein nor any course of dealing shall constitute a waiver of or prevent<br> any Party from enforcing any right or remedy or from requiring satisfaction of any condition.<br> No notice to or demand on a Party waives or otherwise affects any obligation of that Party<br> or impairs any right of the Party giving such notice or making such demand, including any<br> right to take any action without notice or demand not otherwise required by this Agreement.<br> No exercise of any right or remedy with respect to a breach of this Agreement shall preclude<br> exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with<br> respect to such breach, or subsequent exercise of any right or remedy with respect to any<br> other breach.

Section 9.11 Limitation on Damages.

In no event will any Party be liable to any other Party under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

Section 9.12 Arm’s Length Bargaining; No Presumption Against Drafter.

This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 9.13 Headings.

The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 9.14 Assignment or Delegation.

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Seller shall have no power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, including by merger, consolidation, operation of law, or otherwise, without the prior written consent of the other Buyer and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Buyer may, upon notice to Seller, elect to have a subsidiary of Buyer acquire the Assets in place of Buyer, and in connection therewith Buyer may assign or transfer, in whole or in part, this Agreement, and any of its rights or any of its obligations hereunder to such subsidiary of Buyer as the “Buyer” hereunder, at which time the Parties shall execute an addendum to this Agreement to reflect such assignment, to be in form and substance as reasonably agreed to by the Parties, and Buyer shall thereafter be released from any ongoing obligations hereunder to the extent sent forth in such addendum, provided that the Parties acknowledge and agree that the Restricted Shares shall still be issued by Trio Petroleum Corp. at the Closing should it occur.

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Section 9.15 Further Assurances

Each Party shall execute and deliver such documents and take such actions as may reasonably be requested by any other Party hereto in order to effectuate the Transactions.

Section 9.16 Specific Performance.

The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement of the other Transaction Documents were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof or of the other Transaction Documents and to enforce specifically the terms and provisions hereof or of the other Transaction Documents, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that the other Party has an adequate remedy at law, or an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 9.17 Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[SignaturesAppear on Following Page]

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INWITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Trio Petroleum Corp.
By:	/s/ Robin Ross
Name:	Robin<br> Ross
Title:	Chief<br> Executive Officer

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Trio<br> Petroleum Canada, Corp.
By:	/s/ Robin Ross
Name:	Robin<br> Ross
Title:	Chief<br> Executive Officer
Novacor<br> Exploration Ltd.
---	---
By:	/s/ Douglas Forest
Name:	Douglas<br> Forest
Title:	President

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Exhibit10.2

REGISTRATIONRIGHTS AGREEMENT

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This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 30, 2025, between Trio Petroleum Corp, a Delaware corporation (the “Company”), and the holder(s) of shares of common stock, par value $0.0001 per share of the Company (“Common Stock”) which is a signatory to this Agreement (each a “Holder” and collectively, the “Holders”).

This Agreement is made in order to incentivize each of the Holders to execute and enter into to the Asset Purchase Agreement, dated as of the date hereof, between the Company and each of the Holders (the “Purchase Agreement”) and to consummate the transactions contemplated therein.

The Company and the each of the Holders hereby agree as follows:

1.	Piggyback<br> Registration Rights

1.1. If, at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement (a “PiggybackRegistration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Piggyback Registration Statement (the “Filing Date”), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 1.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration Statement and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an underwritten offering under this subsection 1.1 shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritten offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

1.2. Notwithstanding any of the provisions of subsection 1.1, the Company shall not be required to register any Registrable Securities pursuant to this Section 1, in the event that (a) such Registrable Securities are eligible for resale pursuant to Rule 144 (without volume restrictions and provided the Company is in compliance with the current public information requirement under Rule 144) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder or (b) the Company has entered into any agreement, from the date of this Agreement through and until March 31, 2026, in connection with its either (i) extending or otherwise amending any indebtedness outstanding as of the date of this Agreement or (ii) obtaining financing, in either case which prohibits the Holders of Registrable Securities to exercise any rights relating to a Piggyback Registration.

1.3. Notwithstanding any other provision of this Agreement, if (a) the Commission or any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Piggyback Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities) (a “Commission Registration Limitation”), or (b) the managing underwriter or underwriters in connection with a Piggyback Registration Statement that includes an underwritten offering, in good faith, advises the Company and the holders of Registrable Securities who desire to include their Registrable Securities in the Piggyback Registration (if any) in writing that the dollar amount or number of Registrable Securities that such holders of Registrable Securities (if any) desire to sell, taken together with all other securities that the Company desires to sell and which other stockholders withy piggyback registration rights desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, the number of Registrable Securities to be registered on such Piggyback Registration Statement will be reduced, on a pro rata basis, among the Holders, before any other securities included for registration in the Piggyback Registration Statement.

1.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any underwriter without the prior written consent of such Holder.

2.	Automatic Registration.

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2.1. In the event that the Company has not filed a Piggyback Registration Statement on or before March 31, 2026, which includes all of the Registrable Securities, pursuant to a Piggyback Registration, as provided in Section 1 hereof, then the Company shall be required to file a Registration Statement to register for resale all of the Registrable Securities no later than March 31, 2026 (the “AutomaticRegistration Statement”), and the Company shall use its commercially best efforts to cause the Automatic Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its commercially best efforts to keep such Automatic Registration Statement, with respect to each Holder, continuously effective under the Securities Act until the earlier to occur of (a) the date on which such the Holders may sell all Registrable Securities then held without restriction by volume limitations of Rule 144, or (ii) all Registrable Securities covered by such Automatic Registration Statement have been sold by the Holders.

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2.2. If there is a Commission Registration Limitation, with respect to the registration of securities pursuant to the Automatic Registration Statement, all other securities included in the Automatic Registration Statement for registration will be reduced before any of the Registrable Securities will be reduced and, if, after the reduction of all of such other securities, the Company is still required to further reduce the number of securities included for registration in the Automatic Registration Statement, the number of Registrable Securities to be registered will be reduced on a pro rata basis, among the Holders.

2.3. Notwithstanding any of the other provisions contained herein, if the Company has entered into any agreement, from the date of this Agreement through and until March 31, 2026, in connection with its either (a) extending or otherwise amending any indebtedness outstanding as of the date of this Agreement or (b) obtaining financing, in either case which prohibits the Company from filing an Automatic Registration Statement, on behalf of the Holders of Registrable Securities, for any period of time, then the Company shall not be required to file an Automatic Registration Statement, pursuant to the provisions of this Section 2, until such period prohibiting it to file an Automatic Registration Statement has expired.

3.	Registration Procedures. In connection with the Company’s registration obligations hereunder,<br> the Company shall:

3.1. Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related prospectus included in such Registration Statement (a “Prospectus”) or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex 3.1 (a “Selling StockholderQuestionnaire”) on a date that is not less than five (5) Trading Days prior to the applicable Filing Date or by the end of the fifth (5^th^) Trading Day following the date on which such Holder receives draft materials in accordance with this subsection 3.1.

3.2. Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

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3.3. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except under circumstances where the Registration Statement in which such Prospectus is included is not then currently in effect.

3.4. If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates or book-entry statements representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates or book-entry statements shall be free, to the extent permitted by the Purchase Agreement and applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

3.5. The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over such shares of Common Stock.

4.

Registration Expenses. All fees and expenses incident to the performance of, or compliance with,<br> this Agreement by the Company shall be borne by the Company whether or not any Registrable<br> Securities are sold pursuant to a Registration Statement. The fees and expenses referred<br> to in the foregoing sentence shall include, without limitation, (i) all registration and<br> filing fees (including, without limitation, fees and expenses of the Company’s counsel<br> and independent registered public accountants) (A) with respect to filings made with the<br> Commission, (B) with respect to filings required to be made with any Trading Market on which<br> the shares of Common Stock is then listed for trading, and (C) in compliance with applicable<br> state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,<br> without limitation, fees and disbursements of counsel for the Company in connection with<br> Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses<br> (including, without limitation, expenses of printing certificates for Registrable Securities),<br> (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel<br> for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance<br> to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all<br> other Persons retained by the Company in connection with the consummation of the transactions<br> contemplated by this Agreement. In addition, the Company shall be responsible for all of<br> its internal expenses incurred in connection with the consummation of the transactions contemplated<br> by this Agreement (including, without limitation, all salaries and expenses of its officers<br> and employees performing legal or accounting duties), the expense of any annual audit and<br> the fees and expenses incurred in connection with the listing of the Registrable Securities<br> on any securities exchange as required hereunder. In no event shall the Company be responsible<br> for any broker or similar commissions of any Holder or, except to the extent provided for<br> in the Purchase Agreement, any legal fees or other costs of the Holders.

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| --- | | 5. | Indemnification. | | --- | --- |

5.1. Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers, investment advisors and employees (and any other individuals or entities (each a “Person” and collectively, “Persons”) with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex 3.1 hereto for this purpose) or (ii) the use by such Holder of an outdated, defective or otherwise unavailable Prospectus, but only to the extent that such Holder was notified, in writing, thereof by the Company. The Company shall notify the Holders promptly of the institution, threat or assertion of any action or proceeding arising from or in connection with the transactions contemplated by this Agreement (each a “Proceeding”) of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6.7.

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5.2. Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex 3.1 hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

5.3. Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

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Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

5.4. Contribution. If the indemnification under subsection 5.1 or subsection 5.2 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 5.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

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| --- | | 6. | Miscellaneous. | | --- | --- |

6.1. Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

6.2. Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice, in writing, from the Company that any Registration Statement including the Registrable Securities, is not then currently in effect, such Holder will forthwith discontinue disposition of such Registrable Securities under such Registration Statement until it is advised in writing by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.

6.3. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities; provided that no such amendment, action or omission that adversely affects, alters or changes the interests of any Holder in a manner disproportionate to the other Holders shall be effective against such Holder without the prior written consent of such Holder. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this subsection 6.3. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

6.4. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

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6.5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

6.6. No Inconsistent Agreements. The Company has not entered, as of the date hereof, nor shall the Company, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

6.7. Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

6.8. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

6.9. Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

6.10. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

6.11. Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

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6.12. Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

6.13. Certain Definitions. The following initially capitalized terms not otherwise defined in this Agreement, shall have the following meanings:

6.13.1. Business Day has the same meaning as provided in the Purchase Agreement.

6.13.2. “Registrable Securities” means, as of any date of determination, (a) all shares of Common Stock issued pursuant to the Purchase Agreement, and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing

6.13.3. “Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

6.13.4. “Trading Day” means any day on which the Common Stock is traded on the NYSE American or any other applicable exchange on which the shares of Common Stock are then traded.

[TrioPetroleum Corp Registration Rights Agreement Signature Pages Follow]

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[TrioPetroleum Corp Registration Rights Agreement – Company Signature Page]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

TRIO PETROLEUM CORP
By:	/s/ Robin Ross
Name:	Robin<br> Ross
Title:	Chief<br> Executive Officer

[TrioPetroleum Corp Registration Rights Agreement – Holder Signature Page]

Name<br> of Holder:	Novacor<br>Exploration Ltd.
Signature of Authorized Signatory of Holder:	/s/ Doug Forrest
Name<br> of Authorized Signatory:	Doug<br>Forrest
Title<br> of Authorized Signatory:	President
Email<br> Address of Authorized Signatory:	novacorexploration@gmail.com

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Exhibit99.1

FOR IMMEDIATE RELEASE

Trio Petroleum Corp. (NYSE American: TPET) Announces Strategic Acquisition of Cash-Flow-Positive Production in Saskatchewan and Highlights Multilateral Opportunities in the North Half of Section 3-48-24W3

Malibu, California - January 5, 2026 - Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), an oil and gas company, today is pleased to announce that its wholly owned Canadian subsidiary, Trio Petroleum Canada, Corp. (the “Company”), has acquired certain Saskatchewan heavy oil assets (the “Acquired Assets”) from NovaCor Exploration Ltd. (“NovaCor”). The Acquired Assets are located in west-central Saskatchewan and include producing heavy oil wells, associated equipment and infrastructure, and additional development and optimization opportunities.

The acquired assets consist of four wells along with a water disposal facility. Three of the wells are currently producing approximately 30 barrels per day, with the fourth well expected to produce approximately 20 barrels per day when returned to production. The Acquired Assets target established heavy oil intervals within the Mannville Group, including Waseca, McLaren, Sparky, and GP. Trio believes the asset base offers a combination of existing production and actionable operational upside, with opportunities to enhance performance through disciplined field execution. The acquisition also includes the infrastructure and equipment the Company’s management believes are necessary to support ongoing production and field operations. The assets consist of:

●	101/13-03-048-24W3/00<br> - 11 bbl/d
●	121/04-05-049-24W3/03<br> - 8 bbl/d
●	121/05-05-049-24W3/02<br> - 9 bbl/d
●	121/06-05-049-24W3/02-<br> non-producing expect 20 bbl/d*
●	131/04-29-051-26W3/00<br> - disposal facility

Section 3-48-24W3 (Maidstone Area)

The Section 3-48-24W3 lands include established heavy oil well control and mapped pay development within the Mannville stack. Trio views this area as an inventory and reactivation/optimization opportunity, with post-closing work expected to focus on wellbore status, completion intervals, and low-cost workovers or recompletions where economics support near-term execution. The Company believes additional zones could add another 15 bbl/d*. With the acquisition of the NW/4 interest in Section 3-48-24W3 (LSD 13), Trio - together with its existing NE/4 Section 3-48-24W3 position - will have coverage across the north half of Section 3-48-24W3, enabling future horizontal and multilateral drilling opportunities. This expanded position provides optionality to design multi-branch laterals to maximize reservoir contact and accelerate development across the McLaren trend. Offset McLaren horizontal wells east of Section 3 have averaged approximately 75 MBO per well, and mapping indicates a thicker shoreface McLaren A sand trend through the north half of Section 3, supporting future horizontal and multilateral development concepts.

Section 5-49-24W3 (Waseca Area)

The Section 5-49-24W3 lands include producing wells and documented upside supported by zone-by-zone completion review. Trio views this area as a near-term optimization candidate, with a practical path to improving rates through operating and artificial-lift optimization and selective completion enhancements across Mannville intervals including Sparky, GP, and McLaren. The Company believes additional zones could add another 25 bbl/d*.

4-29 Produced-Water Disposal Facility (Third-Party Revenue)

Trio has also entered into an agreement to acquire NovaCor’s 4-29 produced-water disposal facility (wellbore UWI 131/04-29-051-26W3/00) in west-central Saskatchewan. The facility is being acquired as a fee-for-service, third-party produced-water disposal business intended to generate recurring disposal revenues through commercial service arrangements with area operators, with additional potential upside from skim oil recovery depending on third-party volumes and facility performance. The Company believes the facility can generate upwards of $100,000 monthly in combined revenue from both water disposal and skim oil recovery based on similar water disposal facilities in the area.

Management Commentary

“This acquisition adds immediate oil production and strengthens Trio’s asset base with a path to near-term operating improvements, as well as a service-oriented disposal infrastructure asset designed to generate third-party revenue,” said Robin Ross, Chief Executive Officer. “We are acquiring producing assets which we believe have associated substantial upside potential and also the infrastructure and equipment necessary to support this production. It is important to note the Maidstone position provides coverage across the north half of Section 3-48-24W3, which we believe supports future horizontal and multilateral drilling opportunities. Supported by offset McLaren horizontal performance and our mapping of a thicker shoreface McLaren A trend, we see a compelling runway for capital-efficient development. Our objective is to buy producing projects with far greater upside potential, which is exactly what this property acquisition is all about. Trio remains focused on disciplined growth, leveraging its technical expertise and operational capabilities to pursue opportunities that maximize shareholder value. Over the next few months we will begin work towards developing the full potential of this new project.”

*recent internal report by Andrew Smith, P.Geol APEGA

Acquisition Purchase Price; Issuance of Shares of Common Stock; Grant of Registration Rights

The stated purchase price is $1,000,000 CDN paid in by the Company’s issuance of 912,875 shares of its common stock, in connection with which we have granted certain “piggyback” registration rights and an obligation by the Company to register the shares for resale, subject to certain limitations and restrictions, if the shares are not otherwise registered for resale in a registration statement, pursuant to such “piggyback” registration rights.

About Trio Petroleum Corp

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

Third-PartyCoverage (Lloydminster Heavy Oil Multilaterals)

For additional background on multilateral drilling activity and rig-count trends in the Lloydminster area, see:

● Pipeline Online (Sep 18, 2024): “Multilateral well program proving a big win in Lloydminster area and SE Sask” (https://pipelineonline.ca/multilateral-well-program-proving-a-big-win-in-lloydminster-area-and-se-sask/)

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 sections of the Trio reports filed with the Securities and Exchange Commission (SEC). Copies of such documents are available on the SEC’s website, www.sec.gov . Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Investor Relations Contact:

Redwood Empire Financial Communications

Michael Bayes

(404) 809 4172

michael@redwoodefc.com