6-K
Trillion Energy International Inc. (TRLEF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of September and October 2023
Commission File Number: 000-55539
TRILLIONENERGY INTERNATIONAL INC.
(Translation of registrant’s name into English)
Suite700, 838 West Hastings StreetVancouver, BC, V6C 0A6(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
On September 14, 2023, Trillion Energy International Inc. (“Trillion” or the “Company”) issued the news release filed herewith as exhibit 99.1 announcing a consolidation of its outstanding common shares on the basis of five (5) pre-consolidation common shares for one (1) post-consolidation common share (including convertible debentures, options and warrants) and conditional listing approval for the TSX Venture Exchange.
On October 5, 2023, Trillion issued the news release filed herewith as exhibit 99.2 announcing entering into a contract for acquisition of 2D seismic data and commencement of the oil exploration seismic program for the first of the three Cudi-Gabar oil farm-in blocks.
| Exhibit No. | |
|---|---|
| 99.1 | News Release dated September 14, 2023 |
| 99.2 | News Release dated October 5, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRILLION ENERGY INTERNATIONAL INC. |
|---|
| /s/ Arthur Halleran |
| Arthur<br> Halleran |
| President,<br> Chief Executive Officer, Director |
| October<br> 5, 2023 |
Exhibit99.1
PRESSRELEASE
TRILLIONENERGY INTERNATIONAL ANNOUNCES SHARE CONSOLIDATION AND CONDITIONAL LISTING APPROVAL FOR THE TSX VENTURE EXCHANGE
September14, 2023 – Vancouver, BC – Trillion Energy International Inc. (“Trillion”, or the “Company”) (CSE: TCF) (OTCQB: TRLEF) (Frankfurt: Z62) wishes to announce that it intends to proceed with a consolidation of its outstanding common shares (“Common Shares”) on the basis of five (5) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Consolidation”). Any resulting fractional Common Share that is held by a holder of Common Shares will be cancelled, and the aggregate number of Common Shares held by such holder will be rounded down to the nearest whole number of Common Shares.
Currently, a total of 389,677,325 Common Shares are issued and outstanding. Accordingly, when the Consolidation is put into effect, a total of approximately 77,935,465 post-Consolidation Common Shares would be issued and outstanding, assuming there are no other changes in the issued capital of the Company. All outstanding convertible instruments (including convertible debentures, options and warrants) will be adjusted on the equivalent ratio of the Consolidation.
The Board of Directors believes that the proposed Consolidation will better position the Company to attract additional institutional investors into the Company that have a base floor price for investments. There is no name change in conjunction with the Consolidation, and the Company’s trading symbol will remain the same. The Company expects its post-Consolidation Common Shares to commence trading on the Canadian Securities Exchanges (“CSE”) at the open of markets on September 18, 2023. The new CUSIP for the post-Consolidation Common Shares is 89624B302 and the ISIN for the post-Consolidation Common Shares is CA89624B3020.
As a result of the Consolidation, the Company’s trading symbol on the OTCQB will temporarily change to “TRLED” for 20 trading days by FINRA.
TSXVenture Exchange
The Company is pleased to announce that it has received conditional approval (the “Conditional Approval”) to list on the TSX Venture Exchange (the “TSXV”). The Conditional Approval remains subject to certain conditions that the Company intends to satisfy in due course. Accordingly, a date for the listing of the common shares of the Company on the TSXV has not been set. The Company expects to continue to trade under the ticker symbol “TCF”. Management of the Company believes that a listing on the TSXV, one of the world’s largest global public venture markets, will benefit the Company by giving it exposure to a larger audience of retail and institutional investors.
Arthur Halleran CEO stated:
“It is our firm view that achiving a higher stock price through a share consolidation will help us expand out institutional investor base. Subsequent to the rollback, we will be roadshowing the Company to institutions in both Canada and Europe. We believe our strong future rests on our core assets and from investors seeking exposure to european gas markets.”
About
Trillion is an oil and gas producing company with multiple assets throughout Turkiye. The Company is 49% owner of the SASB natural gas field, one of the Black Sea’s first and largest-scale natural gas development projects; a 19.6% (except three wells with 9.8%) interest in the Cendere oil field; and three oil exploration blocks located in Cudi-Gabar Oil Petroleum Province, SE Turkiye. More information may be found on www.sedar.com, and our website.
Contact
Offices: 1-778-819-1585
e-mail: info@trillionenergy.com
Website: www.trillionenergy.com
Forward-LookingInformation
Certain information in this news release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Forward-looking information includes, but is not limited to, statements about future transactions, any anticipated benefits as a result of the Consolidation, the completion of the Consolidation, and the completion of the listing on the TSXV. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Trillion assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Trillion. Additional information identifying risks and uncertainties is contained in Trillion filings with the Canadian securities regulators available at www.sedar.com.
Exhibit99.2
TRILLIONENERGY COMMENCES OIL EXPLORATION PROGRAM
October5, 2023 - Vancouver, B.C. - Trillion Energy International Inc. (“Trillion” or the “Company”) (CSE: TCF) (OTCQB: TRLEF) (Frankfurt: Z62) announces entering into a contract for acquisition of 2D seismic data and commencement of the oil exploration seismic program for the first of the three Cudi-Gabar oil farm-in blocks.
Equipment and staff are currently being mobilized into the M47 c3 & c4 license areas (the “M47 Block”) to drill 3,750 twelve meters deep holes which will then be used to a shoot dynamite based seismic over the East to Northeast half of the M47 Block covering roughly 15,000 hectares.
This seismic acquisition program is critically important for the M47 Block, as seismic has never occurred in the area where the new lines will be shot and the location is in close proximity (11 to 12 km distance) to the recently discovered Sehit Aybuke Yalcin and Sehit Esma Cevik oil fields.
Acquisition of the 2D seismic data will commence mid-November concluding December 2023, followed by processing and interpretation which will take an estimated 5-6 months.
Arthur Halleran CEO commented:
“We are excited to commence oil exploration in this new frontier, the emerging Cudi-Gabar oil province. The initial seismic data will be analyzed for anticline structures with seals to focus future drilling efforts. Trillion strives to maximize shareholder value through a mix of gas development at SASB and high impact oil and gas exploration through its farm-in on the three Cudi-Gabar oil blocks and expanding the SASB footprint.”
A second seismic acquisition program for oil exploration blocks M46C and M46D is planned for 2024 following the completion of seismic program on the M47 Block.
Aboutthe Company
Trillion Energy is focused on natural gas production for Europe and Türkiye with natural gas assets in Türkiye and Bulgaria. The Company is 49% owner of the SASB natural gas field, one of the Black Sea’s first and largest-scale natural gas development projects; and a 19.6% (except three wells with 9.8%) interest in the Cendere oil field. The Company also has recently farmed into 3 oil exploration blocks in NE Turkiye. More information may be found on www.sedar.com, and our website.
Contact
Corporate offices: 1-778-819-1585
e-mail: info@trillionenergy.com
Website: www.trillionenergy.com
CautionaryStatement Regarding Forward-Looking Statements
Thisnews release may contain certain forward-looking information and statements, including without limitation, statements pertaining to theCompany’s ability to obtain regulatory approval of the executive officer and director appointments. All statements included herein,other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties.Trillion does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Thesestatements are no guarantee of future performance and are subject to certain risks, uncertainties, change of strategy, and assumptionsthat are difficult to predict and which may change over time. Accordingly, actual results and strategies could differ materially andadversely from those expressed in any forward-looking statements as a result of various factors. These factors include unforeseen securitiesregulatory challenges, COVID, oil and gas price fluctuations, operational and geological risks, changes in capital raising strategies,the ability of the Company to raise necessary funds for development; the outcome of commercial negotiations; changes in technical oroperating conditions; the cost of extracting gas and oil may increase and be too costly so that it is uneconomic and not profitable todo so and other factors discussed from time to time in the Company’s filings on www.sedar.com, including the most recently filedAnnual Report on Form 20-F and subsequent filings for the first quarter of 2023. For a full summary of our oil and gas reserves informationfor Turkey, please refer to our Forms F-1,2,3 51-101 filed on www.sedar.com, and or request a copy of our reserves report effective December31, 2022 and our Prospective Resource report effective October 31, 2021.