6-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

6-K

---

REPORT

OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

---

November

2022

Commission

File Number: 000-55539

TRILLION

ENERGY INTERNATIONAL INC.

Suite 700, 838 W. Hastings Street, Vancouver, BC V6C 0A6

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Explanatory

Note

Trillion Energy International Inc. (the “Company”) is furnishing this Form 6-K to provide its consolidated interim financial statements for the nine months ended September 30, 2022, and 2021 and Management Discussion and Analysis related thereto as filed in the SEDAR filing system.

Exhibits:
99.1	CONSOLIDATED INTERIM FINANCIAL STATEMENTs FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
99.2	MANAGEMENT DISCUSSION AND ANALYSIS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRILLION ENERGY INTERNATIONAL INC.
	(Registrant)
Date:<br> November 29, 2022	By:	/s/ Ozge Karalli
		Ozge<br> Karalli
		Chief<br> Financial Officer

Exhibit99.1

Trillion

Energy International Inc.

CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited- Stated in United States dollars)

NOTICE

OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated interim financial statements for Trillion Energy International Inc. (the “Company”) have been prepared by management in accordance with International Financing Reporting Standards (“IFRS”). These condensed consolidated interim financial statements, which are the responsibility of management, are unaudited and have not been reviewed by the Company’s auditors. The Company’s Audit Committee and Board of Directors have reviewed and approved these condensed consolidated interim financial statements. In accordance with the disclosure requirements of National Instrument 51-102 released by the Canadian Securities Administrators, the Company’s independent auditors have not performed a review of these condensed consolidated interim financial statements.

TRILLION

ENERGY INTERNATIONAL INC.

Index

to Consolidated Interim Financial Statements

	Page
Consolidated interim statements of financial position (unaudited)	2
Consolidated interim statements of operations and comprehensive loss (unaudited)	3
Consolidated interim statements of stockholders’ deficiency (unaudited)	4
Consolidated interim statements of cash flows (unaudited)	5-6
Notes to the consolidated interim financial statements (unaudited)	7<br> - 46

TRILLION

ENERGY INTERNATIONAL INC.

Consolidated Interim Statements of Financial Position

(Expressed in U.S. dollars)

	Notes		September 30, 2022<br> <br>(Unaudited)			December<br> 31, 2021			****<br><br>December 31, 2020
ASSETS
Current<br> assets:
Cash<br> and cash equivalents			$	11,634,040		$	1,026,990		$	202,712
Amounts<br> receivable		4		1,249,232			709,805			773,311
Prepaid<br> expenses and deposits				3,621,576			95,503			24,302
Total<br> current assets				16,504,848			1,832,298			1,000,325
Oil<br> and gas properties, net		5		11,383,658			1,420,613			2,224,473
Evaluation<br> and exploration assets		6		3,146,176			3,116,146			3,122,443
Property<br> and equipment, net		7		219,652			147,134			128,257
Restricted<br> cash		3		3,920			5,438			11,763
Total<br> assets			$	31,258,254		$	6,521,629		$	6,487,261
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIENCY
Current<br> liabilities:
Accounts<br> payable and accrued liabilities			$	1,904,876		$	852,481		$	1,496,510
Loans<br> payable		8		49,989			630,534			549,424
Lease<br> liability		9		3,988			6,732			12,116
Total<br> current liabilities				1,958,853			1,489,747			2,058,050
Asset<br> retirement obligation		11		8,123,837			8,993,108			9,355,422
Loans<br> payable		8		40,315			18,513			17,730
Convertible<br> debt		12		-			-			11,027
Derivative<br> liability		15		425,611			472,899			1,804,572
Lease<br> liability		9		5,650			8,592			27,693
Total<br> liabilities				10,554,266			10,982,859			13,274,494
Stockholders’<br> equity (deficiency):
Common<br> stock		13		3,312			1,828			1,253
Share<br> premium		13		58,489,325			32,175,293			26,331,369
Notes<br> and amounts receivable for equity issued		10		(1,162,009	)		(1,193,641	)		-
Warrant<br> and option reserve		14,15		5,367,087			1,040,779			1,177,099
Shares<br> to be cancelled				7,661			5,323			-
Obligation<br> to issue shares		13		1,203,496			7,450			15,342
Accumulated<br> other comprehensive loss				(3,204,230	)		(847,412	)		(490,172	)
Accumulated<br> deficit				(40,000,654	)		(35,650,850	)		(33,822,124	)
Total<br> stockholders’ equity (deficiency)				20,703,988			(4,461,230	)		(6,787,233	)
Total<br> liabilities and stockholders’ equity (deficiency)			$	31,258,254		$	6,521,629			6,487,261
Nature<br> of operations and going concern		1
IFRS<br> first-time adoption		2
Subsequent<br> events		22
APPROVED<br> BY THE BOARD OF DIRECTORS ON NOVEMBER 29, 2022:
---	---
“Arthur Halleran”	“David Thompson”
Director	Director

See

accompanying notes to unaudited consolidated interim financial statements.

| 2 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Consolidated Interim Statements of Loss and Comprehensive Loss

(Expressed in U.S. dollars)

(Unaudited)

	Notes		2022			2021			2022			2021
			Three<br> months ended September 30,						Nine<br> months ended September 30,
	Notes		2022			2021			2022			2021
Revenue
Oil<br> and gas revenue		19	$	1,077,770		$	879,207		$	3,589,368		$	2,837,024
Cost<br> and expenses
Production				647,464			774,249			2,004,869			2,008,383
Depletion		5		62,888			109,445			211,761			343,158
Depreciation		7,<br> 9		12,541			6,982			56,517			20,790
Accretion<br> of asset retirement obligation		11		64,402			23,037			147,307			68,864
Investor<br> relations				151,474			70,721			511,576			794,295
Stock-based<br> compensation		16		1,410,291			-			1,495,012			161,291
General<br> and administrative		18		1,774,447			509,335			4,108,997			1,540,138
Total<br> expenses				4,123,507			1,493,769			8,536,039			4,936,919
Loss<br> before other income (expenses)				(3,045,737	)		(614,562	)		(4,946,671	)		(2,099,895	)
Other<br> income (expense)
Interest<br> income				8,992			16,520			44,067			27,450
Interest<br> expense				(118	)		(46,116	)		(28,426	)		(119,871	)
Finance<br> cost		8		(22,649	)		(88,502	)		(52,097	)		(137,884	)
Foreign<br> exchange gain				907,864			(12,344	)		1,236,484			(13,298	)
Change<br> in fair value of derivative liability		11		66,797			6,205,914			(294,373	)		507,446
Provision<br> for settlement agreement		13,17		(379,919	)		-			(379,919	)		-
Gain<br> (loss) on debt settlement				(105	)		(13,718	)		71,131			(159,383	)
Total<br> other income (expense)				580,862			6,061,754			596,867			104,460
Net<br> income (loss)				(2,464,875	)		5,447,192			(4,349,804	)		(1,995,435	)
Other<br> comprehensive income (loss)
Foreign<br> currency translation				(1,631,932	)		66,194			(2,356,818	)		(119,650	)
Comprehensive<br> income (loss)			$	(4,096,807	)	$	5,513,386		$	(6,706,622	)	$	(2,115,085	)
Loss<br> per share – Basic and diluted			$	(0.01	)	$	0.04		$	(0.01	)	$	(0.01	)
Weighted<br> average shares outstanding – Basic and diluted				371,531,909			150,439,108			290,281,681			178,410,202

See

accompanying notes to unaudited consolidated interim financial statements.

| 3 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Consolidated Interim Statements of Stockholders’ Deficiency

(Expressed in U.S. dollars)

(Unaudited)

	Shares		Amount		Share<br> premium			Warrant and option reserve			****<br><br>Receivables for equity issued			Obligation<br> to issue shares			Shares to<br> <br>be cancelled		Accumulated<br> other comprehensive income (loss)			Accumulated<br> deficit			Total
Balance,<br> December 31, 2020		125,339,156	$	1,253	$	26,331,369		$	1,177,099		$	-		$	15,342		$	-	$	(490,172	)	$	(33,822,124	)	$	(6,787,233	)
Issuance<br> of common stock		13,021,992		129		268,418						-			(15,342	)		-		–			–			253,205
Impact<br> of change in functional currency
Stock<br> issuance costs
Stock<br> issued for debt settlement		5,462,740		54		255,524						-			–			-		–			–			255,578
Stock<br> issued for services		3,130,591		31		765,545						-			-			-		-			-			765,576
Stock<br> issued for prepaid services
Stock<br> issued for prepaid services, shares
RSU<br> grants and vesting		150,000		2		36,898						-			-			-		-			-			36,900
Warrants<br> exercised		26,219,647		237		2,478,870						-			9,558			5,323		-			-			2,493,988
Options<br> exercised		780,000		8		300,729			(163,766	)		-			-			-		-			-			136,971
Finder’s<br> warrants issued
Stock<br> to be issued for services
Equity<br> to be issued for settlement agreement
RSUs<br> to be issued
Conversion<br> of debentures		2,160,000		22		522,497						-			-			-		-			-			522,519
Warrants<br> issued for loan		-		-		152,751						-			-			-		-			-			152,751
Options<br> issued		-		-		108,775																				108,775
Warrants<br> issued		-		-		15,616																				15,616
Comprehensive<br> loss		-		-		-						-			-			-		(119,650	)		(1,995,435	)		(2,115,085	)
Balance,<br> September 30, 2021		176,264,126	$	1,736	$	31,236,992		$	1,013,333		$	-		$	9,558		$	5,323	$	(609,822	)	$	(35,817,559	)	$	(11,747,636	)
Balance,December 31, 2021		185,169,793		1,828		32,175,293			1,040,779			(1,193,641	)		7,450			5,323		(847,412	)		(35,650,850	)		(4,461,230	)
Beginning balance		185,169,793		1,828		32,175,293			1,040,779			(1,193,641	)		7,450			5,323		(847,412	)		(35,650,850	)		(4,461,230	)
Impact<br> of change in functional currency		-				-			309,737			-			-			-		-			-			309,737
Issuance<br> of common stock		179,194,841		1,405		29,096,180			2,253,535			-			-			-		-			-			31,351,120
Stock<br> issuance costs		-		-		(2,658,064	)		-			-			-			-		-			-			(2,658,064	)
Stock<br> issued for debt settlement		3,000,000		24		390,997			-			(18,168	)		-			-		-			-			372,853
Stock<br> issued for prepaid services		909,090		7		118,484			-			-			-			-		-			-			118,491
RSU<br> grants and vesting		700,000		6		92,165			27,789			-			(7,450	)		-		-			-			112,510
Warrants<br> exercised		4,155,750		36		936,689			(294,790	)		-			-			-		-			-			641,935
Options<br> exercised		725,000		6		120,141			(57,716	)		-			6,574			2,338		-			-			71,343
Finder’s<br> warrants issued		-		-		(1,782,560	)		1,782,560			-			-			-		-			-			-
Stock<br> to be issued for services		-		-		-			-			-			51,208			-		-			-			51,208
Options<br> issued		-		-		-			305,193			-			-			-		-			-			305,193
Equity<br> to be issued for settlement agreement		-		-		-			-			49,800			174,093			-		-			-			223,893
RSUs<br> to be issued		-		-		-			-			-			971,621			-		-			-			971,621
Comprehensive<br> loss		-		-		-			-			-			-			-		(2,356,818	)		(4,349,804	)		(6,706,622	)
Balance,<br> September 30, 2022		373,854,474	$	3,312	$	58,489,325		$	5,367,087		$	(1,162,009	)	$	1,203,496		$	7,661	$	(3,204,230	)	$	(40,000,654	)	$	20,703,988
Ending balance		373,854,474	$	3,312	$	58,489,325		$	5,367,087		$	(1,162,009	)	$	1,203,496		$	7,661	$	(3,204,230	)	$	(40,000,654	)	$	20,703,988

See

accompanying notes to unaudited consolidated interim financial statements.

| 4 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Consolidated Interim Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

	Note		2022			2021
			Nine Months Ended September 30,
	Note		2022			2021
Operating<br> activities:
Net<br> loss for the period			$	(4,349,804	)	$	(1,995,435	)
Adjustments<br> to reconcile net loss to net cash used in operating activities:
Stock-based<br> compensation		16		1,495,012			161,291
Stock<br> issued for services		13		98,492			765,576
Stock<br> to be issued for services		13		51,208			-
Depletion		5		211,761			343,158
Depreciation		7		56,517			20,790
Accretion<br> of asset retirement obligation		11		147,307			68,864
Accretion<br> and accrued interest expense		8,<br> 9		27,486			183,515
Interest<br> income				-			(5,656	)
Change<br> in fair value of derivative liability		11		294,373			(507,446	)
Interest<br> income		4		(42,229	)		-
Foreign<br> exchange loss				(60,062	)		14,033
Provision<br> for settlement				379,919
(Gain)<br> loss on debt settlement				(71,131	)		159,383
Changes<br> in operating assets and liabilities:
Restricted<br> cash				1,518			2,791
Accounts<br> receivable				(874,574	)		(288,432	)
Prepaid<br> expenses and deposits				(4,690,853	)		(411,273	)
Accounts<br> payable and accrued liabilities				1,854,362			388,985
Operating<br> lease liabilities				-			(8,507	)
Net<br> cash used in operating activities				(5,470,698	)		(1,108,363	)
Investing<br> activities:
Property<br> and equipment expenditures				(149,253	)		(717	)
Oil<br> and gas properties expenditures				(13,202,574	)		(51,615	)
Net<br> cash used in investing activities				(13,351,827	)		(52,332	)
Financing<br> activities:
Proceeds<br> from stock subscriptions received				31,351,120			244,601
Stock<br> issuance costs on subscriptions received				(2,658,064	)		-
Proceeds<br> from exercise of options				28,071			139,188
Proceeds<br> from exercise of warrants				450,735			1,771,205
Proceeds<br> from loans payable				91,651			500,000
Repayments<br> of loans payable				(648,621	)		(309,714	)
Repayment<br> of notes receivable							23,745
Lease<br> payments				(4,293	)		-
Net<br> cash provided by financing activities				28,610,599			2,369,025
Effect<br> of exchange rate changes on cash and cash equivalents				818,976			54,526
Net<br> increase in cash and cash equivalents				10,607,050			1,262,856
Cash<br> and cash equivalents, beginning of period				1,026,990			202,712
Cash<br> and cash equivalents, end of period			$	11,634,040			1,465,568

| 5 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Consolidated Interim Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

	2022		2021
	Nine<br> Months Ended September 30,
	2022		2021
Supplemental<br> information:
Taxes<br> paid	$	-	$	-
Interest<br> paid on credit facilities	$	95,796	$	11,082
Non-cash<br> investing and financing activities:
Stock<br> issued for prepaid services	$	62,955		-
Stock<br> issued for debt settlement	$	416,123	$	297,184
Stock<br> issued for debt conversion	$	-	$	522,519

See

accompanying notes to unaudited consolidated interim financial statements.

| 6 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

1. Organization

Trillion Energy International Inc. and its consolidated subsidiaries, (collectively referred to as the “Company”) is a Canadian based oil and gas exploration and production company. Effective January 2022, the corporate headquarters moved to Suite 700, 838 West Hastings Street, Vancouver, B.C., Canada from Turan Gunes Bulvari, Park Oran Ofis Plaza, 180-y, Daire:54, Kat:14, 06450, Oran, Cankaya, Anakara, Turkey. The Company also has a registered office in Canada and Bulgaria. The Company was incorporated in Delaware in 2015. The Company’s shares trade on the OTCQB under the symbol “TRLEF” and trade on the Canadian Securities Exchange under the symbol “TCF”.

On January 21, 2022, the Company redomiciled from Delaware to a British Columbia corporation by way of an amalgamation transaction with the Company’s British Columbian subsidiary, Trillion Energy Inc. (the “Repatriation Transaction”). Pursuant to the Repatriation Transaction, for every one common stock of Trillion Energy International Inc., the shareholders will receive one common stock of Trillion Energy Inc. The Company will continue to operate and report under the name of Trillion Energy International Inc.

As a result of the Repatriation Transaction, the Company meets the definition of a foreign private issuer, as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended.

2. Summary of Significant Accounting Policies

(a) Basis of Presentation and Going Concern

Consolidation

The unaudited consolidated interim financial statements (“Financial Statements”) of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and International Accounting Standards (“IAS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting for the quarter ended September 30, 2022. These Financial Statements are the first that the Company has prepared in accordance with IFRS. Refer to Note 2(r) for details on the impact of IFRS first-time adoption. The Financial Statements are expressed in U.S. dollars. These Financial Statements include the accounts of the Company and its wholly owned subsidiaries Park Place Energy Corp. (“PPE Corp.”), Park Place Energy Bermuda (“PPE Bermuda”), BG Exploration EOOD (“BG Exploration”), and Park Place Energy Turkey (“PPE Turkey”). All intercompany balances and transactions are eliminated on consolidation. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Certain comparative information has been reclassified to conform with the financial statement presentation adopted in the current period.

| 7 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

(b) Use of Estimates and Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the Financial Statements:

FunctionalCurrency

The functional currency for the Company and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of the functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Determinationof Cash Generating Units (CGUs)

A CGU is the lowest grouping of integrated assets that generate identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The allocation of assets into CGUs requires significant judgment and interpretations with respect to the integration between assets, the existence of active markets, similar exposure to market risks, shared infrastructure, and the way in which management monitors the operations.

In the process of applying the Company’s accounting policies, management has made the following estimates, which have the most significant effect on the amounts recognized in the Financial Statements:

Oiland Gas Reserves

The company’s estimate of oil and gas reserves is considered in the measurement of depletion, depreciation, impairment, and decommissioning and restoration obligations. The estimation of reserves is an inherently complex process and involves the exercise of professional judgment. All reserves are evaluated annually, by independent qualified reserves evaluators. Oil and gas reserves estimates are based on a range of geological, technical and economic factors, including projected future rates of production, projected future commodity prices, engineering data, and the timing and amount of future expenditures, all of which are subject to uncertainty. Estimates reflect market and regulatory conditions existing at the evaluation date, which could differ significantly from other points in time throughout the period, or future periods. Changes in market and regulatory conditions and assumptions, as well as climate change, and the evolving worldwide demand for energy and global advancement of alternative sources of energy that are not sourced from fossil fuels can materially impact the estimation of net reserves.

| 8 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

Allowancefor doubtful accounts

Estimates are inherent in the on-going assessment of the recoverability of trade and other receivables. The Company maintains an allowance for doubtful accounts to reflect the expected credit losses. Uncertainty relates to the actual collectability of customer balances that can vary from the Company’s estimation.

AssetRetirement Obligation

The company recognizes obligation for the future decommissioning and restoration of the Company’s exploration and evaluation assets and oil and gas properties based on estimated future decommissioning and restoration costs. Management applies judgment in assessing the existence and extent as well as the expected method of reclamation of the company’s decommissioning and restoration obligations at the end of each reporting period. Management also uses judgment to determine whether the nature of the activities performed is related to decommissioning and restoration activities or normal operating activities.

Actual costs are uncertain and estimates may vary as a result of changes to relevant laws and regulations related to the use of certain technologies, the emergence of new technology, operating experience, prices and closure plans. The estimated timing of future decommissioning and restoration may change due to certain factors, including reserves life. Changes to estimates related to future expected costs, discount rates, inflation assumptions, and timing may have a material impact on the amounts presented.

Impairmentof Assets

Management applies judgment in assessing the existence of impairment indicators based on various internal and external factors. The recoverable amount of assets is determined based on the higher of fair value less costs of disposal or value-in-use calculations. The key estimates the company applies in determining the recoverable amount normally include estimated future commodity prices, discount rates, expected production volumes, future operating and development costs, income taxes, and operating margins. In determining the recoverable amount, management may also be required to make judgments regarding the likelihood of occurrence of a future event. Changes to these estimates and judgments will affect the recoverable amounts of assets and may then require a material adjustment to their related carrying value.

Share-basedCompensation

The cost of share-based transactions with directors, officers and employees are measured by reference to the fair value of the equity instruments. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, risk-free interest rate, expected forfeiture rate and dividend yield of the stock option. Changes to these estimates and judgments will affect the operating result and may then require a material adjustment.

| 9 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

FairValue of Derivative Liability

The Company’s warrants and conversion features with exercise prices denominated in a currency other the Company’s functional currency are recognized as derivatives measured at fair value through the consolidated interim statement of loss and comprehensive loss. Estimating fair value for derivative liability requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the issuance. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, risk-free interest rate, expected forfeiture rate and dividend yield of the derivatives. Changes to these estimates and judgments will affect the operating result and may then require a material adjustment.

DeferredIncome Tax

Judgments are made by management at the end of the reporting period to determine the likelihood that deferred income tax assets will be realized from future taxable earnings. Assessing the recoverability of deferred income tax assets requires the Company to make judgments related to the expectations of future cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in consolidated interim statement of loss and comprehensive loss in the period in which the change occurs.

(c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

(d) Revenue Recognition

Revenuefrom Contracts with Customers

The Company recognizes revenue when it satisfies its performance obligation(s) by transferring control over a product to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those products.

PerformanceObligations and Significant Judgments

The Company sells oil and natural gas products in Turkey. The Company enters into contracts that generally include one type of distinct product in variable quantities and priced based on a specific index related to the type of product.

The oil and natural gas are typically sold in an unprocessed state to processors and other third parties for processing and sale to customers. The Company recognizes revenue at a point in time when control of the oil is transferred. For oil sales, control is typically transferred to the customer upon receipt at the wellhead or a contractually agreed upon delivery point. Under the Company’s natural gas contracts with processors, control transfers upon delivery at the wellhead or the inlet of the processing entity’s system. For the Company’s other natural gas contracts, control transfers upon delivery at the inlet or to a contractually agreed upon delivery point. In the cases where the Company sells to a processor, the Company has determined that the Company is the principal in the arrangement and the processors are the Company’s customers. The Company recognizes the revenue in these contracts based on the net proceeds received from the processor.

| 10 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

For the Company’s product sales that have a contract term greater than one year, the Company uses the practical expedient in IFRS 15 Paragraph 121(a) which states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to an unsatisfied performance obligation. Under these sales contracts, each unit of product represents a separate performance obligation; therefore, future volumes are unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company has no unsatisfied performance obligations at the end of each reporting period.

The Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. There is a low level of uncertainty due to the precision of measurement and use of index-based pricing with predictable differentials. Additionally, any variable consideration identified is not constrained.

(e) Accounts Receivable

Accounts receivable consist primarily of oil and gas receivables. The Company has classified these as short-term assets in the consolidated statement of financial position because the Company expects repayment or recovery within the next 12 months. The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected unrecoverable amounts. The Company deems all accounts receivable to be collectable and has not recorded any allowance for doubtful accounts.

(f) Exploration and Evaluation Assets

Pre-license exploration costs are recognized in the consolidated statement of operations and comprehensive loss as incurred.

The costs to acquire non-producing oil and gas properties or licenses to explore, drill exploratory wells and the costs to evaluate the commercial potential of underlying resources, including related borrowing costs, are initially capitalized as exploration and evaluation assets.

Exploration and evaluation assets are subject to technical, commercial and management review to confirm the continued intent to develop and extract the underlying resources. If an area or exploration well is no longer considered commercially viable, the related capitalized costs are charged to exploration expense.

Exploration and evaluation assets are not subject to depreciation, depletion and amortization.

When management determines with reasonable certainty that an exploration and evaluation asset will be developed, as evidenced by the classification of proved or probable reserves and the appropriate internal and external approvals, the asset is transferred to oil and gas properties.

(g) Oil and Gas Properties

Oil and gas properties (“O&G”) include exploration and evaluation expenditures, development and productions costs, less accumulated depletion and depreciation and accumulated impairment loss. O&G are grouped into cash generating units for impairment testing. The Company has grouped its O&G into two CGUs: the Cendere Oil Field and SASB Gas Field.

When significant parts of an item of O&G have different useful lives, they are accounted for as separate items (major components).

| 11 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

Costs incurred subsequent to the determination of technical feasibility and commercial viability and the costs of replacing parts of O&G are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in consolidated interim statement of loss and comprehensive loss as incurred.

Such capitalized items generally represent costs incurred in developing proved and/or probable reserves and bringing on or enhancing production from such reserves, and are accumulated on a field or geotechnical area basis. The carrying amount of any replaced or sold component is derecognized. The costs of the day-to-day servicing of oil ang gas properties are recognized in consolidated interim statement of loss and comprehensive loss as incurred.

The net carrying value of oil and gas properties is depleted using the unit-of-production method by reference to the ratio of production in the year to the related proved reserves, taking into account estimated future development costs necessary to bring those reserves into production. These estimates are reviewed by independent reservoir engineers at least annually.

(h) Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives are: other assets are depreciated over 20 years; and leasehold improvements are depreciated over the term of the lease.

(i)	Impairment<br> of Non-financial Assets

Exploration and evaluation assets, oil and gas properties, and property and equipment are reviewed when events or changes in circumstances indicate the assets may not be recoverable. Exploration and evaluation assets are also tested for impairment immediately prior to being transferred to oil and gas properties. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Impairment exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions. Recoverable amounts are also sensitive to assumptions about the future usefulness of in-process development and the related marketing rights.

(j) Provisions

Provisions are recognized by the company when it has a legal or constructive obligation as a result of past events, it is probable that an outflow of economic resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are recognized for decommissioning and restoration obligations associated with the company’s exploration and evaluation assets and oil and gas properties. Provisions for decommissioning and restoration obligations are measured at the present value of management’s best estimate of the future cash flows required to settle the present obligation, using the risk-free interest rate. The value of the obligation is added to the carrying amount of the associated asset and amortized over the useful life of the asset. The provision is accreted over time with actual expenditures charged against the accumulated obligation. Changes in the future cash flow estimates resulting from revisions to the estimated timing or amount of undiscounted cash flows are recognized as a change in the decommissioning and restoration provision and related asset.

| 12 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

(k) Financial Instruments

(i)	Classification

The company classifies its financial instruments into one of the following categories: fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVOCI”), or at amortized cost. This determination is made at initial recognition. All financial instruments are initially recognized at fair value on the balance sheet, net of any transaction costs except for financial instruments classified as FVTPL, where transaction costs are expensed as incurred. Subsequent measurement of financial instruments is based on their classification. The company classifies its derivative liability and cash and cash equivalents as FVTPL, accounts receivable and notes receivable as financial assets at amortized cost, and accounts payable, loans payable, and convertible notes as financial liabilities at amortized cost. Embedded derivative in other financial instruments or other host contracts are recorded as separate derivatives when their risks and characteristics are not closely related to those of the host contract.

(ii)	Measurement

Financialassets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financialassets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of operations and comprehensive loss in the period in which they arise.

Debtinvestments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equityinvestments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

(iii)	Impairment<br> of Financial Assets at Amortized Cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

| 13 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)
(iv)	Derecognition
---	---

Financialassets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financialliabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are recognized in profit or loss.

(l)	Income<br> Taxes

CurrentIncome Tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

DeferredTax:

Deferred tax is recognized on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that future taxable income will be available to allow all or part of the temporary differences to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted and are expected to apply by the end of the reporting period. Deferred tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

| 14 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

(m) Foreign Currency Translation

Functional currencies of the Company’s individual entities are the currency of the primary economic environment in which the entity operates. Transactions in foreign currencies are translated to the appropriate functional currency at foreign exchange rates that approximate those on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the appropriate functional currency at foreign exchange rates as at the balance sheet date. Foreign exchange differences arising on translation are recognized in net earnings. Non-monetary assets that are measured in a foreign currency at historical cost are translated using the exchange rate at the date of the transaction.

In preparing the Company’s Financial Statements, the financial statements of each entity are translated into US dollar (“USD”), the presentation currency of the Company. The assets and liabilities of foreign operations are translated into USD at exchange rates as at the balance sheet date. Revenues and expenses of foreign operations are translated into USD using foreign average exchange rates for the period. Foreign exchange differences are recognized in other comprehensive income or loss.

The functional currency of the Company’s Bulgarian operations is the Bulgarian Lev. The functional currency of the Company’s Turkish operations is the Turkish Lira.

Prior to January 1, 2022, the functional currency of Trillion Energy International Inc. was USD. The Company redomiciled from United States to Canada and became a Canadian Company in January 2022, resulting in the parent’s expenditures being denominated primarily in Canadian dollar (“CAD”) and the Company being funded primarily from issuance of equity instruments which proceeds are in CAD. As a result, the Company determined that the functional currency of the parent was changed to CAD effective January 1, 2022.

The

Company has accounted for the change in functional currency prospectively with no impact of this change on prior period comparative information. The Company has made an accounting policy choice to reassess the classification of financial instruments as liabilities or equity or vice versa as applicable when the functional currency of the Company or its subsidiaries changes. The policy will be applied consistently in the future. As a result, certain of the Company’s CAD denominated warrants with a carrying value of $472,899, which previously were classified as a derivative liability as their exercise prices were denominated in a currency other the Company’s previous functional currency, were reclassified to equity effective January 1, 2022. Further, effective January 1, 2022, certain of the Company’s USD denominated warrants with a carrying value of $163,162, which previously were classified as equity instruments, were reclassified to derivative liability as their exercise prices are denominated in a currency other than the Company’s new functional currency.

(n) Stock-Based Compensation

Under the company’s share-based compensation plans, share-based awards may be granted to executives, employees and nonemployee directors.

Stock options that give the holder the right to purchase common shares are accounted for as equity-settled plans. The expense is based on the fair value of the options at the time of grant using the Black-Scholes options pricing model and is recognized over the vesting periods of the respective options. A corresponding increase is recorded to option reserve. Consideration paid to the company on exercise of options is credited to share capital and the associated amount in option reserve is reclassified to share capital.

| 15 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

(o) Unit Offerings

Common shares are classified as equity. Proceeds from unit placements are allocated between shares and warrants issued using the residual method. The residual method first allocates fair value to the component with the best evidence of fair value and then the residual value, if any, to the less easily measurable component. The fair value of the common shares, measured on date of issue, was determined to be the component with the best evidence of fair value. The balance, if any, is allocated to the attached warrants. Costs directly identifiable with share capital financings are charged against share capital.

If the subscription is not funded upon issuance, the Company records a receivable as a contra account to shareholders’ equity.

(p) Loss per Share

Basic earnings per share is calculated by dividing the net earnings for the period by the weighted average number of common shares outstanding during the period.

Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding for dilutive common shares. The number of shares included is computed using the treasury stock method. As certain instrument can be exchanged for common shares of the Company, they are considered potentially dilutive and are included in the calculation of the company’s diluted net earnings per share if they have a dilutive impact in the period.

(q)	Leases

At inception of a contract, the company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset on the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term. Judgment is applied to determine the lease term where a renewal option exists. Right-of-use assets are depreciated using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. In addition, the right-of-use assets may be reduced by impairment losses or adjusted for certain remeasurements of the lease liability.

The company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments are recognized as an expense when incurred over the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company’s incremental borrowing rate. Lease payments include fixed payments, and variable payments that are based on an index or rate.

| 16 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

Cash payments for the principal portion of the lease liability are presented within the financing activities section and the interest portion of the lease liability is presented within the operating activities section of the statement of cash flows. Short-term lease payments and variable lease payments not included in the measurement of the lease liability are presented within the operating activities section of the statement of cash flows.

(r) First-time Adoption of IFRS

These Financial Statements for the quarter ended September 30, 2022, are the first the Company has prepared in accordance with IFRS. The Company previously prepared its financial statements, up to and including December 31, 2021, in accordance with accounting principles generally accepted in the United States (“US GAAP”).

Accordingly, the Company has prepared financial statements that comply with IFRS applicable as at September 30, 2022, together with the comparative period data for the year ended December 31, 2021. In preparing the financial statements, the Company’s opening statement of financial position was prepared as at January 1, 2021, the Company’s date of transition to IFRS. This note explains the principal adjustments made by the Company in restating its US GAAP financial statements.

Exemptionsapplied

IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Company has applied the following exemptions:

IFRS 3 Business Combinations has not been applied to either acquisitions of subsidiaries that are considered businesses under IFRS, or acquisitions of interests in associates and joint ventures that occurred before January 1, 2021. Use of this exemption means that the US GAAP carrying amounts of assets and liabilities, that are required to be recognized under IFRS, are their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance with IFRS. Assets and liabilities that do not qualify for recognition under IFRS are excluded from the opening IFRS statement of financial position. The Company did not recognize any assets or liabilities that were not recognized under US GAAP or exclude any previously recognized amounts as a result of IFRS recognition requirements.

The Company has not restated contracts that were completed before January 1, 2021, under IFRS 15 “Revenue from Contracts with Customers”. A completed contract is a contract for which the Company has transferred all of the goods and services identified in accordance with US GAAP.

The Company assessed all contracts existing at January 1, 2021 to determine whether a contract contains a lease based upon the conditions in place as at January 1, 2021 in accordance with IFRS 16 “Leases”. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate at January 1, 2021. Right-of-use assets were measured at the amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before January 1, 2021. The lease payments associated with leases for which the lease term ends within 12 months of the date of transition to IFRS and leases for which the underlying asset is of low value have been recognized as an expense on either a straight-line basis over the lease term or another systematic basis. The transition to IFRS 16 did not result in any material impact on the Company’s financial position as at December 31, 2021 and 2020, or operation results for the nine months ended September 30, 2021, and therefore, no adjustment has been proposed accordingly.

| 17 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

IFRS 1 allows an entity that used full cost accounting under its previous GAAP to elect, at the time of adoption to IFRS, to measure oil and gas assets in the development and production phases by allocating the amount determined under the entity’s previous GAAP for those assets to the underlying assets pro rata using a reasonable method as of that date. The costs of development and production assets have been separately recorded by the Company for each group of assets.

As the Company elected the oil and gas assets IFRS 1 exemption, the asset retirement obligation (“ARO”) exemption available to full cost entities was also elected. This exemption allows for the re-measurement of ARO on IFRS transition with the offset to accumulated deficit.

The Company has elected the IFRS 1 exemption that allows the Company an exemption from applying IFRS 2 “Share-Based Payments” to equity instruments which vested and settled before the Company’s transition date to IFRS.

The Company has elected the IFRS 1 exemption that allows the Company an exemption from applying IFRS 9 “Financial Instruments” to financial instruments that were derecognized before the date of transition to IFRS on January 1, 2021.

| 18 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

Reconciliationof financial position as at January 1, 2021 (date of transition to IFRS)

Summary of Reconciliation of Financial Position

	Notes			US<br> GAAP			Effect<br> of Transition to IFRS			IFRS
ASSETS
Current<br> assets:
Cash<br> and cash equivalents				$	202,712		$	-		$	202,712
Account<br> receivables					773,311			-			773,311
Prepaid<br> expenses and deposits					24,302			-			24,302
Total<br> current assets					1,000,325			-			1,000,325
Oil<br> and gas properties, net		(1),<br> (5)			5,346,916			(3,122,443	)		2,224,743
Exploration<br> and evaluation assets		(1	)		-			3,122,443			3,122,443
Property<br> and equipment, net					128,257			-			128,257
Restricted<br> cash					11,763			-			11,763
Total<br> assets				$	6,487,261		$	-		$	6,487,261
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities:
Accounts<br> payable and accrued liabilities				$	1,496,510		$	-		$	1,496,510
Loans<br> payable - current					549,424			-			549,424
Lease<br> liability - current					12,116			-			12,116
Total<br> current liabilities					2,058,050			-			2,058,050
Asset<br> retirement obligation		(2	)		4,010,624			5,344,798			9,355,422
Loans<br> payable					17,730			-			17,730
Convertible<br> debt					11,027			-			11,027
Derivative<br> liability					1,804,572			-			1,804,572
Lease<br> liability					27,693			-			27,693
Total<br> liabilities					7,929,696			5,344,798			13,274,494
Stockholders’<br> deficiency:
Common<br> stock					1,253			-			1,253
Additional<br> paid-in capital		(3	)		27,508,468			(27,508,468	)		-
Share<br> premium		(3	)					26,331,369			26,331,369
Stock<br> subscriptions and stock to be issued					15,342			-			15,342
Warrant<br> and option reserve		(3	)		-			1,177,099			1,177,099
Accumulated<br> other comprehensive loss					(490,172	)		-			(490,172	)
Notes and amounts receivable for equity issued
Shares to be cancelled
Obligation to Issue Shares
Accumulated<br> deficit					(28,477,326	)		(5,344,798	)		(33,822,124	)
Total<br> stockholders’ deficiency					(1,442,435	)		(5,344,798	)		(6,787,233	)
Total<br> liabilities and stockholders’ deficiency				$	6,487,261		$	-		$	6,487,261

| 19 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

Reconciliationof financial position as at December 31, 2021

	Notes			US<br> GAAP			Effect<br> of Transition to IFRS			IFRS
ASSETS
Current<br> assets:
Cash<br> and cash equivalents				$	1,026,990		$	-		$	1,026,990
Accounts<br> receivable					709,805			-			709,805
Prepaid<br> expenses and deposits					95,503			-			95,503
Total<br> current assets					1,832,298			-			1,832,298
Oil<br> and gas properties, net		(1),<br> (2), (5)			5,172,943			(3,752,330	)		1,420,613
Exploration<br> and evaluation assets		(1	)		-			3,116,146			3,116,146
Property<br> and equipment, net					147,134			-			147,134
Restricted<br> cash					5,438			-			5,438
Total<br> assets				$	7,157,813		$	(636,184	)	$	6,521,629
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities:
Accounts<br> payable and accrued liabilities				$	852,481		$	-		$	852,481
Loans<br> payable					630,534			-			630,534
Lease<br> liability					6,732			-			6,732
Total<br> current liabilities					1,489,747			-			1,489,747
Asset<br> retirement obligation		(2	)		4,426,978			4,566,130			8,993,108
Loans<br> payable					18,513			-			18,513
Derivative<br> liability					472,899			-			472,899
Lease<br> liability					8,592			-			8,592
Total<br> liabilities					6,416,729			4,566,130			10,982,859
Stockholders’<br> equity (deficiency):
Common<br> stock					1,828			-			1,828
Additional<br> paid-in capital		(3),<br> (4)			33,295,413			(33,295,413	)		-
Share<br> premium		(3),<br> (4)			-			32,175,293			32,175,293
Notes<br> and amounts receivable for equity issued					(1,193,641	)		-			(1,193,641	)
Warrant<br> and option reserve		(3	)		-			1,040,779			1,040,779
Shares<br> to be cancelled					5,323			-			5,323
Obligation<br> to Issue Shares					7,450			-			7,450
Accumulated<br> other comprehensive loss					(847,412	)		-			(847,412	)
Accumulated<br> deficit					(30,527,877	)		(5,122,973	)		(35,650,850	)
Total<br> stockholders’ equity (deficiency)					741,084			(5,202,314	)		(4,461,230	)
Total<br> liabilities and stockholders’ equity (deficiency)				$	7,157,813		$	(636,184	)	$	6,521,629

| 20 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

Reconciliationof operation results for the nine months ended September 30, 2021

	Notes			US<br> GAAP			Effect<br> of Transition to IFRS			IFRS
Revenue
Oil<br> and natural gas sales				$	2,837,024		$	-		$	2,837,024
Cost<br> and expenses
Production					2,008,383			-			2,008,383
Depletion		(5	)		191,263			151,895			343,158
Depreciation					20,790			-			20,790
Accretion<br> of asset retirement obligation		(2	)		308,379			(239,515	)		68,864
Investor<br> relations					794,295						794,295
Stock<br> based compensation					161,291			-			161,291
General<br> and administrative					1,540,138			-			1,540,138
Total<br> expenses					5,024,539			(87,620	)		4,936,919
Loss<br> before other income (expenses)					(2,187,515	)		87,620			(2,099,895	)
Other<br> income (expenses)
Interest<br> expense					(119,871	)		-			(119,871	)
Interest<br> income					27,450			-			27,450
Finance<br> cost					(137,884	)		-			(137,884	)
Foreign<br> exchange loss					(13,258	)		-			(13,258	)
Other<br> expense					(40	)		-			(40	)
Loss<br> on debt extinguishment		(4	)		(238,724	)		79,341			(159,383	)
Change<br> in fair value of derivative liability					507,446			-			507,446
Total<br> other expenses					25,119			79,341			104,460
Net<br> loss for the period				$	(2,162,396	)	$	166,961		$	(1,995,435	)
Loss<br> per share				$	(0.01	)	$	-		$	(0.01	)
Weighted<br> average number of shares outstanding					150,439,108			-			150,439,108
Other<br> comprehensive loss
Foreign<br> currency translation adjustments				$	(119,650	)	$	-		$	(119,650	)
Comprehensive<br> loss				$	(2,282,046	)	$	166,961		$	(2,115,085	)

Notes to the reconciliations

The reconciling items between US GAAP and IFRS presentation have no significant effect on the cash flows generated. Therefore, a reconciliation of cash flows has not been presented above.

| 21 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)
(1)	Exploration<br> and evaluation assets (“E&E assets”)
---	---

An adjustment has been made to reclassify the presentation of the Company’s Bulgarian property as exploration and evaluation assets as it is not a property under development or production, in accordance with IFRS.

(2)	Asset<br> retirement obligation

Under

US GAAP, the ARO was discounted at a rate of 10%, as prescribed by the U.S. Securities and Exchange Commission. Under IFRS, the discount rate used is the risk-free rate in effect at the end of each reporting period for the risk-adjusted cash flows. The change in the decommissioning obligation each period as a result of changes in the discount rate will result in an offsetting charge to oil and gas properties. Upon the Company’s transition to IFRS, the impact of this change was a $5,344,798 increase in the ARO with a corresponding increase to the deficit on the consolidated statement of financial position, using an average risk-free rate of 0.93% as at January 1, 2021. As at December 31, 2021, the average risk-free rate was reassessed to be 1.49%.

As

a result of the change in discount rate, the ARO accretion expense decreased by $239,515 during the nine months ended September 30, 2021, due to the lower discount rate.

(3)	Option<br> reserve and share premium

Under

US GAAP, share-based payments were presented as additional paid-in capital. Upon transition to IFRS, a reclassification adjustment has been made to separately present the amount related to share-based compensation of $1,177,099. The remaining additional paid-in capital has been reclassified to share premium.

(4)	Loss<br> on convertible debt extinguishment

Under

US GAAP, when conversion features have been bifurcated from the conversion debt host and accounted for as liabilities, no equity conversion feature remains in the debt instrument. The liabilities for the debt and the conversion feature are extinguished in exchange for common shares, the difference between the carrying value of the liabilities and the fair value of the common shares ae recorded as a gain or loss. IFRS requires the entity to derecognize the liability component and recognize it as equity on conversion of a convertible instrument and no gain or loss is recognized. As a result of the difference between the two accounting standards, for the nine months ended September 30, 2021, the loss on debt extinguishment decreased by $79,341, with an offsetting charge to equity.

(5)	Depletion

The Company is depleting its oil and gas properties over the proved reserves. IFRS requires an entity to include the estimated future costs to develop the reserves in the calculation of depletion. The calculation of depletion under US GAAP did not include the estimated future development costs as the Company applied Electronic Code of Federal Regulation Title 17 Section 210.4-1, Financial accounting and reporting for oil and gas producing activities pursuant to the Federal securities laws and the Energy Policy and Conservation Act of 1975, to exclude the estimated future expenditures associated with a major development. As a result, oil and gas properties, net, increased by $181,888 as at December 31, 2021 (January 1, 2021 - $nil). For the nine months ended September 30, 2021, the depletion charge included in the consolidated interim statement of loss and comprehensive loss, increased by $151,895.

| 22 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

3. Restricted Cash

The

restricted cash relates to drilling bonds provided to the General Directorate of Petroleum Affairs (the “GDPA”) for the exploration licenses due to Turkish Petroleum Law. The amounts are for 2% of the annual work budget of the different Turkish licenses which is submitted to the GDPA on an annual basis. As at September 30, 2022, the Company’s restricted cash totaled $3,920 (December 31, 2021 - $5,438).

4. Amounts Receivable

---

Schedule of Amounts Receivable

	September<br> 30, 2022		December<br> 31, 2021		December<br> 31, 2020
Accounts<br> receivable	$	1,147,592	$	703,140	$	772,138
GST<br> receivable		56,207		-		-
Interest<br> receivable		39,424		-		-
Due<br> from related parties		3,856		4,173		1,173
Other		2,153		2,492		-
Amounts<br> receivable, net	$	1,249,232	$	709,805	$	773,311

5. Oil and Gas Properties

Schedule of Oil and Gas Properties

	SASB			Cendere			Total
December<br> 31, 2020	$	1,236,954		$	987,519		$	2,224,473
Expenditures		66,122			-			66,122
Depletion		(188,446	)		(227,240	)		(415,686	)
Change<br> in ARO estimate		(459,601	)		5,305			(454,296	)
December<br> 31, 2021		655,029			765,584			1,420,613
Beginning Balance		655,029			765,584			1,420,613
Expenditures		13,202,574			-			13,202,574
Depletion		(66,568	)		(145,193	)		(211,761	)
Change<br> in ARO estimate		(1,011,016	)		(5,562	)		(1,016,578	)
Foreign<br> currency translation change		(2,011,190	)		-			(2,011,190	)
September<br> 30, 2022	$	10,768,829		$	614,829		$	11,383,658
Ending Balance	$	10,768,829		$	614,829		$	11,383,658

Turkey

Cendereoil field

The

primary asset of PPE Turkey is the Cendere onshore oil field, which is located in South East Turkey having a total of 25 wells. The Cendere Field was first discovered in 1988. Oil production commenced during 1990. The operator of the Cendere Field is TPAO. The Company’s interest is 19.6% for all wells except for wells C-13, C-15 and C-16, for which its interest is 9.8%. The produced oil has a gravity of 27.5o API.

The Cendere Field is a long-term low decline oil reserve. This mature oilfield consistently produces between 80- 120 barrels oil per day net to the Company.

| 23 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

5.	Oil and Gas Properties (continued)

TheSouth Akcakoca Sub-Basin (“SASB”)

The Company owns offshore production licenses called the South Akcakoca Sub-Basin (“SASB”). The Company now owns a 49% working interest in SASB. SASB has four producing fields, each with a production platform plus subsea pipelines that connect the fields to an onshore gas plant. The four SASB fields are located off the north coast of Turkey towards the western end of the Black Sea in water depths ranging from 60 to100 meters. Gas is produced from Eocene age sandstone reservoirs at subsea depths ranging from 1,100 to1,800 meters.

Bakukgas field

The Company also owns a 50% operated interest in the Bakuk gas field located near the Syrian border. The Bakuk field is shut-in with no plans to revive production in the near term. The property was fully impaired as of the transition date to IFRS on January 1, 2021.

6. Exploration & Evaluation Asset

Schedule of Exploration & Evaluation Asset

	Unproven<br><br> properties
	Bulgaria
December<br> 31, 2020		3,122,443
Foreign<br> currency translation change		(6,297	)
December<br> 31, 2021	$	3,116,146
Beginning Balance	$	3,116,146
Foreign<br> currency translation change		30,030
September<br> 30, 2022		3,146,176
Ending Balance		3,146,176

Bulgaria

The

Company holds a 98,205-acre oil and gas exploration claim in the Dobrudja Basin located in northeast Bulgaria. The Company intends to conduct exploration for natural gas and test production activities over a five-year period in accordance with or exceeding its minimum work program obligation. The Company’s commitment is to perform geological and geophysical exploration activities in the first 3 years of the initial term (the “Exploration and Geophysical Work Stage”), followed by drilling activities in years 4 and 5 of the initial term (the “Data Evaluation and Drilling Stage”). The Company is required to drill 10,000 meters (approximately 32,800 feet) of new wellbore (which may be vertical, horizontal or diagonal) and conduct other exploration activities during the initial term. The Company intends to commence its work program efforts once it receives all regular regulatory approvals of its work programs.

| 24 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

7. Property and Equipment

Summary of Property, Plant and Equipment

	Right-of-use<br><br> asset			Leasehold<br><br> improvements			Other<br><br> equipment			Motor<br> Vehicles			****<br><br>Furniture			Total
December<br> 31, 2020	$	39,809		$	68,255		$	1,815		$	10,976		$	7,402		$	128,257
Additions		-			-			-			180,067			672			180,739
Depreciation		(6,920	)		(12,355	)		(290	)		(10,964	)		(1,239	)		(31,768	)
Disposals		-			-			-			(65,016	)		-			(65,016	)
Foreign<br> currency translation change		(15,504	)		(32,559	)		(1,345	)		(16,075	)		405			(65,078	)
December<br> 31, 2021	$	17,385		$	23,341		$	180		$	98,988		$	7,240		$	147,134
Beginning<br> Balance	$	17,385		$	23,341		$	180		$	98,988		$	7,240		$	147,134
Additions		-			32,343			979			96,224			19,707			149,253
Depreciation		(3,657	)		(4,933	)		(201	)		(44,130	)		(3,596	)		(56,517	)
Foreign<br> currency translation change		(4,975	)		(2,801	)		(175	)		(11,153	)		(1,114	)		(20,218	)
September<br> 30, 2022	$	8,753		$	47,950		$	783		$	139,929		$	22,237		$	219,652
Ending<br> Balance	$	8,753		$	47,950		$	783		$	139,929		$	22,237		$	219,652

8. Loans Payable

Schedule of Loans Payable

As<br> at	September<br> 30, 2022			December<br> 31, 2021			December<br> 31, 2020
Unsecured,<br> interest bearing loans at 10% per annum^1^	$	11,810		$	107,167		$	184,235
Unsecured,<br> interest bearing loans at 12% per annum^1^		-			39,069			309,806
Unsecured,<br> interest bearing loan at 19.4% per annum^2^		14,730			25,642			-
Unsecured,<br> interest bearing loan at 20.5% per annum^3^		-			-			25,625
Unsecured,<br> interest bearing loan at 13.25% per annum^4^		-			3,534			41,533
Unsecured,<br> interest bearing loan at 15% per annum^5^		-			473,635			-
Unsecured,<br> interest bearing loan at 45.33% per annum^6^		63,764			-			-
Non-interest<br> bearing loans		-			-			5,955
Total<br> loans payable		90,304			649,047			567,154
Current<br> portion of loans payable		(49,989	)		(630,534	)		(549,424	)
Long-term<br> portion of loans payable	$	40,315		$	18,513		$	17,730
(1)	Loans<br> bearing interest, accrue at 10% and 12% per annum are all unsecured.
---	---
(2)	On November 15,<br>2021, Garanti Bank extended a long-term loan to Park Place Turkey Limited in the amount of ₺350,000 (or approximately US$25,600).<br>The loan matures on November 15, 2024 and bears interest at 19.44% per annum. Principal and accrued interest are paid monthly. During<br>the nine months ended September 30, 2022, the Company made $4,426 (2021 -$nil) in principal payments and $2,944 (2021 - $nil) in interest<br>payments.
---	---
(3)	On August 2, 2019,<br>Garanti Bank extended a long-term loan to Park Place Turkey Limited in the amount of ₺300,000 (or approximately US$53,600). The<br>loan matured on August 2, 2022 and bore interest at 20.5% per annum. Principal and accrued interest were paid monthly. On November 11,<br>2021, the loan was fully repaid. During the nine months ended September 30, 2022, the Company made $nil (2021 - $8,673) in principal<br>payments and $nil (2021 - $2,754) in interest payments.
---	---

| 25 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

8.	Loans Payable (continued)
(4)	On February 4,<br>2020, Garanti Bank extended a long-term loan to Park Place Turkey Limited in the amount of ₺500,000 (or approximately US$83,500).<br>The loan matured on February 4, 2022 and bears interest at 13.25% per annum. Principal and accrued interest are paid monthly. During<br>the nine months ended September 30, 2022, the Company made $3,005 (2021 - $21,607) in principal payments and $47 (2021 - $2,409) in interest<br>payments. As at September 30 30, 2022, the loan has been fully repaid.
---	---
(5)	On March 4, 2021,<br>the Company received $500,000 from a third party (the “Lender”) repayable in one year from the date of disbursement. The<br>amount is subject to an interest at a rate of 15% per annum. The Company granted 1,000,000 common share purchase warrants to the lender<br>in conjunction with the loan. The warrants expire in two years and have an exercise price of $0.16 per warrant. The fair value of the<br>share purchase warrants has been accounted as a debt issuance cost and offset against the loan and will be recognized as financing cost<br>over the term of the loan. The fair value of the warrants was determined to be $152,750 based on the Black-Scholes Option Pricing Model<br>using the following assumptions: expected dividend yield - 0%, expected volatility - 229%, risk-free interest rate - 0.08% and an expected<br>remaining life – 2.00 years. During the nine months ended September 30, 2022, the Company recognized $26,365 (2021 – $87,884)<br>as financing cost and accrued interest of $18,082 (2021 - $43,151). As at September 30, 2022, the loan has been fully repaid.
---	---
(6)	On May 25, 2022,<br>Garanti Bank extended a long-term loan to Park Place Turkey Limited in the amount of ₺1,500,000 (or approximately US$91,961). The<br>loan matures on May 23, 2024 and bears interest at 45.33% per annum. Principal and accrued interest are paid monthly. During the nine<br>months ended September 30, 2022, the Company made $20,183 in principal payments and $13,169 in interest payments.
---	---

9.Leases

The Company leases certain assets under lease agreements. On January 1, 2020, the Company entered into a one-year lease for office space, which the Company elected the short-term lease measurement and recognition exemption.

On January 3, 2020, the Company entered into a five-year lease for an office space in Turkey.

As

of September 30, 2022, the Company’s lease had a remaining lease terms of 2.25 years. Right-of-use asset has been included within property and equipment. See Note 7.

Lease

liabilities are measured at the commencement date based on the present value of future lease payments. As the Company’s lease did not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a discount rate of 11.82% in determining its lease liabilities. The discount rate was derived from the Company’s assessment of its borrowings.

| 26 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

9.	Leases (continued)

Summary of Changes in ROU Assets

Lease<br> liability	September<br> 30, 2022			December<br> 31, 2021			December<br> 31, 2020
Beginning<br> balance	$	15,324		$	39,809		$	4,759
Additions,<br> cost		-			-			57,919
Interest<br> expense		1,121			3,480			4,771
Lease<br> payments		(4,293	)		(11,114	)		(16,574	)
Foreign<br> exchange impact		(2,514	)		(16,851	)		(11,066	)
Ending<br> balance	$	9,638		$	15,324		$	39,809

As at September 30, 2022, the Company’s lease liability is as follows:

Summary of Lease Liability

Lease<br> liability	September<br> 30, 2022		December<br> 31, 2021		December<br> 31, 2020
Current<br> portion of operating lease liability	$	3,988	$	6,732	$	12,116
Long-term<br> portion of operating lease liability		5,650		8,592		27,693
Lease<br> liability	$	9,638	$	15,324	$	39,809

Future minimum lease payments to be paid by the Company as a lessee as of September 30, 2022 are as follows:

Summary of Future Minimum Lease Payments

Operating<br> lease commitments and lease liability
Remainder<br> of 2022	$	1,213
2023		4,852
2024		4,852
Total<br> future minimum lease payments		10,917
Discount		(1,279	)
Total	$	9,638

10.Notes and Amounts Receivable for Equity Issued

Schedule of Notes and Amounts Receivable for Equity Issued

	September<br> 30, 2022
Notes<br> receivable	$	1,109,032
Amounts<br> receivable		52,977	*
Notes<br> and Amounts Receivable for Equity Issued	$	1,162,009
*	Consists<br> of receivables for the exercise of warrants and options at various exercise prices during the year ended December 31, 2021 and nine<br> months ended September 30, 2022. The receivables are unsecured, non-interest-bearing and due on demand.
---	---

During the year ended December 31, 2021, the Company entered into agreements with certain warrant and option holders for the following notes receivables as consideration for the exercise of warrants and options:

On

July 31, 2021, the Company entered into a promissory note agreement with a principal sum of $48,087 ($60,000 CAD) as consideration for the exercise of 500,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

July 31, 2021, the Company entered into a promissory note agreement with a principal sum of $48,087 ($60,000 CAD) as consideration for the exercise of 500,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

| 27 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

10.	Notes and Amounts Receivable for Equity Issued (continued)

On

July 31, 2021, the Company entered into a promissory note agreement with a principal sum of $48,087 ($60,000 CAD) as consideration for the exercise of 500,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

July 31, 2021, the Company entered into a promissory note agreement with a principal sum of $24,044 ($30,000 CAD) as consideration for the exercise of 250,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

July 31, 2021, the Company entered into a promissory note agreement with a principal sum of $14,426 ($18,000 CAD) as consideration for the exercise of 150,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

July 31, 2021, the Company entered into a promissory note agreement with the CFO of the Company with a principal sum of $48,088 ($60,000 CAD) as consideration for the exercise of 500,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note. During the 9 month period ending September 30, 2022, the principal and accrued interest was repaid.

On

July 31, 2021, the Company entered into a promissory note agreement with a principal sum of $144,261 ($180,000 CAD) as consideration for the exercise of 1,500,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

July 31, 2021, the Company entered into a promissory note agreement with a principal sum of $96,174 ($120,000 CAD) as consideration for the exercise of 1,000,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

July 31, 2021, the Company entered into a promissory note agreement with the CEO of the Company with a principal sum of $19,235 ($24,000 CAD) as consideration for the exercise of 200,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

July 31, 2021, the Company entered into a promissory note agreement with the CEO of the Company with a principal sum of $226,971($283,200 CAD) as consideration for the exercise of 2,360,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

November 10, 2021, the Company entered into a promissory note agreement with the CEO of the Company with a principal sum of $189,680 ($237,286 CAD) as consideration for the exercise of 1,416,667 warrants at approximately $0.10 ($0.12 CAD), 500,000 options at approximately $0.12 ($0.15 CAD), and 320,000 options at approximately $0.06 ($0.08 CAD) after first offsetting the consideration against amounts owed to the CEO. See summary table below for terms specific to the promissory note.

On

November 10, 2021, the Company entered into a promissory note agreement with a principal sum of $95,924 ($120,000 CAD) as consideration for the exercise of 1,000,000 warrants at approximately $0.10 ($0.12 CAD). See summary table below for terms specific to the promissory note.

On

November 10, 2021, the Company entered into a promissory note agreement with a principal sum of $146,639 ($193,443 CAD) as consideration for the exercise of 1,800,000 warrants at approximately $0.10 ($0.12 CAD), 500,000 warrants at approximately $0.08 ($0.10 CAD) and 320,000 options at approximately $0.08 ($0.10 CAD) after first offsetting the consideration against amounts owed to the note holder. See summary table below for terms specific to the promissory note.

On

November 10, 2021, the Company entered into a promissory note agreement with a director of the Company with a principal sum of $34,846 ($43,592 CAD) as consideration for the exercise of 670,000 options at approximately $0.06 ($0.08 CAD) after first offsetting the consideration against amounts owed to the director.

| 28 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

10.	Notes and Amounts Receivable for Equity Issued (continued)

See summary table below for terms specific to the promissory note.

Schedule of Promissory Notes

	#<br> of Securities exercised			Principal		Maturity<br> date	Interest<br> rate
Current
		500,000		$	48,087	September<br> 30, 2021		5%
		500,000		$	48,087	December<br> 31, 2021		5%
		500,000		$	48,087	November<br> 30, 2021		5%
		250,000		$	24,044	November<br> 30, 2021		5%
		150,000		$	14,426	December<br> 31, 2021		5%
		2,236,667		$	189,680	November<br> 10, 2022		5%
		1,000,000		$	95,924	November<br> 10, 2022		5%
		2,620,000		$	146,639	November<br> 10, 2022		5%
		670,000		$	34,846	November<br> 10, 2022		5%
		500,000		$	48,088	July<br> 31, 2023		5%
		1,500,000		$	144,261	July<br> 31, 2023		5%
		1,000,000		$	96,174	July<br> 31, 2023		5%
		200,000		$	19,235	July<br> 28, 2023		5%
		2,360,000		$	226,971	July<br> 28, 2023		5%
Total		13,986,667	*	$	1,184,549
*	Includes 12,176,667<br>warrants exercised and 1,810,000 options exercised
---	---

The following is a continuity of the Company’s promissory note receivable:

Schedule of Promissory Note Receivable

Notes<br> Receivable
Balance,<br> January 1, 2021	$	-
Additions		1,184,549
Repayments		(23,745	)
Accrued<br> interest		17,733
Foreign<br> exchange loss on revaluation		(19,705	)
Balance,<br> December 31, 2021	$	1,158,832
Repayments<br> (See Note 17)		(49,800	)
Balance,<br> September 30, 2022	$	1,109,032

During the nine months ended September 30, 2022, the accrued interest income totaled $39,424 (2021 - $nil). As at September 30, 2022, accrued interest of $39,424 was included in amounts receivable (Note 4).

| 29 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

11. Asset Retirement Obligations

The following is a continuity of the Company’s asset retirement obligations:

Schedule of Asset Retirement Obligations

	September<br> 30, 2022			December<br> 31, 2021
Balance<br> at the beginning of period	$	8,993,108		$	9,355,422
Accretion<br> expense		147,307			91,982
Change<br> in estimate		(1,016,578	)		(454,296	)
Balance<br> at the end of period	$	8,123,837		$	8,993,108

The

Company’s asset retirement obligations (ARO)result from its interest in oil and gas assets including well sites. The total ARO is estimated based on the Company’s net ownership interest in all sites, estimated costs to reclaim and abandon these wells and the estimated timing of the costs to be included in future years. The Company estimated the total undiscounted amount required to settle the ARO as at September 30, 2022 is $8.2 million (December 31, 2021 - $8.2 million). The ARO is calculated using an inflation rate of 2.5% (December 31, 2021 – 2.5%) and discounted using an interest free rate of 3.91% (December 31, 2021 – 1.49%).

12. Convertible Debentures

On

September 30, 2019, the Company closed an unbrokered private placement of convertible debt, issuing $123,095 ($163,000 CAD) in debentures to two investors. The convertible debentures bear interest at 10% per annum, payable annually in advance. They are convertible any time during the term of the debenture into units (each unit consists of one share and one warrant; each warrant can acquire one share at an exercise price of $0.20 USD or $0.25 CAD per share, based on the currency initially subscribed) at a conversion price of $0.12 USD or $0.15 CAD per unit, based on the currency initially subscribed. The convertible debt was set to mature on September 30, 2021 and was secured by a general security agreement over the assets of the Company. The note was converted during the year ended December 31, 2021.

As the September 30, 2019 convertible debt included an embedded conversion feature denominated in Canadian dollars other than the functional currency which was USD at the issuance of the convertible debt, the debt was determined to be a financial instrument comprising an embedded derivative representing the conversion feature with a residual host debt component. On initial recognition, the Company used the residual value method to allocate the principal amount of the debentures between the embedded derivative conversion feature and host debt components. The conversion feature was valued first with the residual allocated to the host debt component.

On

initial recognition the Company recognized a derivative liability of $81,956 and an offsetting convertible debt discount of $81,956.

The fair value of the conversion features was determined based on the Black-Scholes Option Pricing Model using the following weighted average assumptions:

Schedule of Fair Value Assumptions of Conversion Features

	2020
Risk-free<br> interest rate		0.13	%
Expected<br> life (years)		1.01
Expected<br> volatility		228	%
Dividend<br> yield		0	%

| 30 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

12.	Convertible Debentures (continued)

On

July 1, 2020, the Company amended the conversion price of the convertible debentures. Under the amended terms, they are convertible any time during the term of the debenture into units (each unit consists of one share and one warrant; each warrant can acquire one share at an exercise price of $0.12 CAD per share, or approximately US$0.09 per share) at a conversion price of $0.075 CAD per unit (approximately US$0.06 per unit).

On

September 15, 2020, debt in the principal amount of $9,870 ($13,000 CAD) was converted by the holder to 173,333 units.

On

March 8, 2021, the Company amended the terms of the convertible debentures such that any warrants issued with the units upon the conversion of the debentures is exercisable at US$0.10 per share.

On

March 8, 2021, the debt in the principal amount of $89,198 ($112,500 CAD) was converted to 1,500,000 units with no loss or gain recognized.

On

March 30, 2021, the debt in the principal amount of $29,528 ($37,500 CAD) and an accrued interest of $12,000 was converted to 660,000 units with no loss or gain recognized.

A continuity of convertible debt and the embedded derivative conversion feature for the nine months ended September 30, 2022 is as follows:

Schedule of Convertible Debt and Embedded Derivative Conversion

	Host<br> debt instrument			Embedded<br> <br> conversion <br> feature			Total
Balance,<br> December 31, 2020		11,027			80,342			91,369
Accretion		19,943			-			19,943
Conversion		(30,970	)		(80,342	)		(111,312	)
Balance,<br> December 31, 2021 & September 30, 2022	$	-		$	-		$	-
Beginning Balance		-			-			-
Accretion		-			-			-
Ending Balance		-			-			-
13.	Common Stock
---	---

The

Company has an unlimited number of common shares authorized with a par value of $0.00001 CAD per share. As at September 30, 2022, 373,854,474 common shares were issued and outstanding (December 31, 2021 - 185,169,793).

Forthe nine months ended September 30, 2022

On

March 15, 2022, the Company issued 40,308,037 units at $0.165 CAD per unit for gross proceeds of $6,650,826 CAD ($5,189,773 USD) pursuant to the closing of a non-brokered private placement. Each unit comprises one common share and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase one common share for $0.45 CAD for two years from the date of the closing of the offering. As the fair value of the common shares on the same date exceeded the issuance price, no residual value was assigned to the warrants. Cash finder’s fee of $291,895 CAD ($229,427 USD) were paid and 1,551,419 finder’s warrants were issued with a fair value of $236,032 CAD ($184,181 USD). The finder’s warrants have the same terms as the warrants attached to the units.

| 31 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

13.	Common Stock (continued)

On

March 16, 2022, the Company issued 6,060,606 units at $0.165 CAD per unit for gross proceeds of $1,000,000 CAD ($785,678 USD) pursuant to the closing of a non-brokered private placement. Each unit comprises one common share and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase one common share for $0.45 CAD for two years from the date of the closing of the offering. As the fair value of the common shares on the same date exceeded the issuance price, no residual value was assigned to the warrants. Cash finder’s fee of $60,035 CAD ($47,168 USD) were paid and 363,636 finder’s warrants were issued with a fair value of $65,624 CAD ($51,559 USD). The finder’s warrants have the same terms as the warrants attached to the units.

On

March 17, 2022, the Company closed a non-brokered private placement financing, by issuing 2,000,000 units at $0.165 CAD per unit for proceeds of $330,000 CAD ($260,681 USD). Each unit comprises one common share and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase one common share for $0.45 CAD for two years from the date of the closing of the offering.

In concurrence with the non-brokered private placement on March 17, 2022, the Company:

●	issued<br> 700,000 shares, 50,000 of which relate to the vesting of restricted stock units granted in 2021 and 650,000 relating to the granting<br> and vesting of restricted stock units during the period ended September 30, 2022. The value of the restricted stock units granted<br> during the period ended September 30, 2022 is $107,250 CAD ($92,171 USD). $7,450 of the share-based compensation was recorded in<br> the prior year. The share-based compensation for the nine months ended September 30, 2022 totaled $84,721;
●	issued<br> 909,090 units for prepaid services valued at $150,000 CAD ($118,491 USD). During the nine months ended September 30, 2022, $150,000<br> ($118,491 USD) was expensed and included in investor relations on the consolidated statement of loss and comprehensive loss; and
●	issued<br> 3,000,000 units at a fair value of $0.165 CAD per unit for debt settlement of $472,001 CAD ($391,021 USD) with no loss or gain recognized.

On

March 18, 2022, the Company issued 19,175,898 units at $0.165 CAD per unit for gross proceeds of $3,164,023 CAD ($2,508,197 USD) pursuant to the closing of a non-brokered private placement. Each unit comprises one common share and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase one common share for $0.45 CAD for two years from the date of the closing of the offering. As the fair value of the common shares on the same date exceeded the issuance price, no residual value was assigned to the warrants. Cash finder’s fee of $154,397 CAD ($122,406 USD) was paid and 1,026,174 finder’s warrants were issued with a fair value of $156,587 CAD ($124,130 USD). The finder’s warrants have the same terms as the warrants attached to the units.

On

March 24, 2022, the Company issued 34,513,400 units at $0.165 CAD per unit for gross proceeds of $5,694,761 CAD ($4,535,347 USD) pursuant to the closing of a non-brokered private placement. Each unit comprises one common shares and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase one common share for $0.45 CAD for two years from the date of the closing of the offering. As the fair value of the common shares on the same date exceeded the issuance price, no residual value was assigned to the warrants. Cash finder’s fee of $844,208 CAD ($672,339 USD) was paid and 4,212,554 finder’s warrants were issued with a fair value of $724,670 CAD ($578,137 USD). The finder’s warrants have the same terms as the warrants attached to the units.

| 32 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

13.	Common Stock (continued)

On

March 28, 2022, the Company issued 4,600,000 units at $0.165 CAD per unit for gross proceeds of $759,000 CAD ($606,548 USD) pursuant to the closing of a non brokered private placement. Each unit comprises one common shares and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase one common share for $0.45 CAD for two years from the date of the closing of the offering. As the fair value of the common shares on the same date exceeded the issuance price, no residual value was assigned to the warrants. Cash finder’s fee of $46,960 CAD ($37,529 USD) were paid and 353,000 finder’s warrants were issued with a fair value of $72,287 CAD ($57,768 USD). The finder’s warrants have the same terms as the warrants attached to the units.

On

March 1, 2022, the Company entered into a consulting agreement with a third party. Pursuant to the consulting agreement, the Company would issue 200,000 common shares for the consulting services received in March 2022. As at September 30, 2022, the common shares have not been issued and the fair value of $51,208 was recorded in obligation to issue shares. The amount of $51,208 was expensed and included in consulting services on the consolidated statement of loss and comprehensive loss for the nine months ended September 30, 2022.

On

April 8, 2022, the Company issued 196,250 common shares for the exercise of 196,250 warrants at $0.10 CAD (approximately US$0.08) for cash proceeds of $19,625 CAD (US$15,794). As a result, $24,736 was transferred from warrant reserves to common stock and share premium.

On

April 8, 2022, the Company issued 50,000 common shares for the exercise of 50,000 options at $0.10 CAD (approximately US$0.08) for cash proceeds of $5,000 CAD (US$3,973). As a result, $3,695 was transferred from option reserves to common stock and share premium.

On

May 26, 2022, the Company issued 100,000 common shares for the exercise of 100,000 warrants at $0.10 CAD (approximately US$0.08) for cash proceeds of $10,000 CAD (US$7,810). As a result, $12,604 was transferred from warrant reserves to common stock and share premium.

On

May 26, 2022, the Company issued 70,000 common shares for the exercise of 70,000 options at $0.10 CAD (approximately US$0.08) for cash proceeds of $7,000 CAD (US$5,467). As a result, $5,173 was transferred from option reserves to common stock and share premium.

On

June 3, 2022, the Company issued 100,000 common shares for the exercise of 100,000 warrants at $0.10 CAD (approximately US$0.08) for cash proceeds of $10,000 CAD (US$7,952). As a result, $12,604 was transferred from warrant reserves to common stock and share premium.

On

June 14, 2022, the Company issued 55,000 common shares for the exercise of 55,000 warrants at $0.10 CAD (approximately US$0.08) for cash proceeds of $5,500 CAD (US$4,257). As a result, $6,932 was transferred from warrant reserves to common stock and share premium.

On

June 14, 2022, the Company issued 130,000 common shares for the exercise of 100,000 options at $0.10 CAD (approximately US$0.08) for cash proceeds of $13,000 CAD (US$10,130). 30,000 Common shares were issued in error. As a result, $2,338 was recorded in shares to be cancelled, and $7,389 was transferred from option reserves to common stock and share premium.

On

June 29, 2022, the Company completed a short form prospectus, issuing 72,536,900 units of the Company at a price of $0.31 CAD (approximately US$0.24) per unit for aggregate gross proceeds of up to $22,486,439 CAD (approximately US$17,408,856). Each unit consists of one common share of the Company and one half of one common share purchase warrant. Each warrant will be exercisable to purchase one common share of the Company at an exercise price of $0.50 CAD (approximately USD$0.39) until June 29, 2025. A value of $0.04 CAD was allocated to each warrant based on the residual method.

| 33 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

13.	Common Stock (continued)

Cash

finder’s fee of $1,994,906 CAD ($1,549,196 USD) were paid and 4,251,440 finder’s warrants were issued with a fair value of $1,014,290 CAD ($787,785 USD). The finder’s warrants are exercisable to purchase one common shares and one half share purchase warrant of the Company at an exercise price of $0.31 CAD (approximately USD$0.24) until June 29, 2025. Each full warrant is exercisable at $0.50 CAD (approximately USD$0.36) until June 29, 2025.

On

July 18, 2022, the Company issued 1,250,000 common shares for the exercise of 1,250,000 warrants at $0.08 for prepaid services valued at $100,000. During the nine months ended September 30, 2022, $37,045 was expensed and included in investor relations on the consolidated statement of loss and comprehensive loss. As at September 30, 2022, $62,955 was included in prepaid expenses and deposits on the consolidated statement of financial position.

On

July 18, 2022, the Company issued 25,000 common shares for the exercise of 25,000 options at $0.10 CAD (approximately US$0.08) for cash proceeds of $2,500 CAD (US$1,927). As a result, $1,424 was transferred from option reserves to common stock and share premium.

On

July 18, 2022, the Company issued 250,000 common shares pursuant to the exercise of 250,000 options at $0.10 CAD (approximately US$0.08). In lieu of cash, debt in the amount of $25,000 CAD (US$19,270) was settled. Pursuant to the issuance, $18,473 CAD (US$14,239) was transferred from option reserves to common stock and share premium.

On

July 18, 2022, the Company issued 200,000 common shares pursuant to the exercise of 200,000 options at $0.16 CAD (approximately US$0.12). In lieu of cash, debt owed to the equity holder was settled in the amount of $31,137 CAD (US$24,000). Pursuant to the issuance, $30,085 CAD (US$23,190) was transferred from option reserves to common stock and share premium.

On August 18, 2022, the Company entered into a settlement agreement with the former Chief Financial Officer of the Company upon resignation, whereupon the Company will issue/pay:

●	325,000<br> common shares with a fair value of $94,300 (not issued as at September 30, 2022);
●	$210,000<br> in cash to be paid as follows:
---	---
○	$110,000<br> paid upon execution of the agreement (Paid);
---	---
○	$50,000<br> to be paid on or before January 31, 2023 (Unpaid);
---	---
○	$50,000<br> to be paid on or before March 31, 2023 (Unpaid);
---	---
●	200,000<br> RSUs with a fair value of $58,031 for services rendered as a director (not issued as at September<br> 30, 2022);
---	---
●	75,000<br> RSUs with a fair value of $21,761 for services rendered as an audit committee member (Not<br> issued as at September 30, 2022);
---	---

On

September 1, 2022, the Company issued 162,000 common shares for the exercise of 162,000 warrants at $0.10 CAD (approximately US$0.08) for cash proceeds of $16,200 CAD (US$12,307). As a result, $20,419 was transferred from warrant reserves to common stock and share premium.

On

September 2, 2022, the Company issued 750,000 common shares for the exercise of 750,000 warrants at $0.08 for cash proceeds of $60,000.

On

September 7, 2022, the Company issued 10,000 common shares for the exercise of 10,000 warrants at $0.45 CAD (approximately US$0.33) for cash proceeds of $4,500 CAD (US$3,419). As a result, $1,159 was transferred from warrant reserves to common stock and share premium.

On

September 7, 2022, the Company issued 245,000 common shares for the exercise of 245,000 warrants at $0.20 CAD (approximately US$0.16) for cash proceeds of $49,000 CAD (US$37,225).

| 34 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

13.	Common Stock (continued)

On

September 20, 2022, the Company issued 37,500 common shares for the exercise of 37,500 warrants at $0.45 CAD (approximately US$0.33) for cash proceeds of $16,875 CAD (US$12,682).

On

September 21, 2022, the Company issued 1,250,000 common shares for the exercise of 1,250,000 warrants at $0.31 CAD (approximately US$0.23) for cash proceeds of $387,500 CAD (US$289,289). As a result, $222,636 was transferred from warrant reserves to common stock and share premium.

On

September 29, 2022, 90,000 stock options were exercised at $0.10 CAD (approximately US$0.08) for cash proceeds of $9,000 CAD (US$6,574). As at September 30, 2022, common shares had not been issued.

Forthe nine months ended September 30, 2021

On

March 8, 2021, the Company closed a non-brokered private placement financing for aggregate gross proceeds of $481,350 CAD (approximately US$400,792) (the “March Offering”). Under the March Offering, the Company issued an aggregate of 8,015,832 units, at a price of $0.06 CAD per unit (approximately US$0.05 per unit). Each unit was comprised of one Common Share and one-half of one share purchase warrant. Each warrant entitles the holder to purchase one Common Share at a price of $0.10 CAD (approximately $0.08) for a period of 30 months from the closing date.

On

March 8, 2021, the Company settled a total of $265,000 CAD (US$220,833) in outstanding debt through the issuance to a creditor of 4,416,667 units, at a price of $0.06 CAD (US$0.05) per unit. Each unit issued in the Debt Settlement consists of one Common Share and one warrant under the same terms as the March Offering.

On

March 8, 2021, the Company closed a private placement for aggregate proceeds of $235,808 (the “US Private Placement”). Under the US Private Placement, the corporation issued an aggregate of 4,716,160 units at a price of $0.05 per unit. Each unit was comprised of one Common Share and one-half of one share purchase warrant. Each warrant entitles the holder to purchase one Common Share at a price of $0.08 for a period of 30 months from the closing date.

On

March 8, 2021, convertible debt in the principal amount of $112,500 CAD (US$89,198) was converted to 1,500,000 units at $0.075 CAD per unit (approximately US$0.06). Each unit issued consists of one Common Share and one warrant. Each warrant entitles the holder to purchase one Common Share at a price of US$0.10 for a period of 24 months from the closing date.

On

March 30, 2021, convertible debt in the principal amount of $37,500 CAD (US$29,528) and accrued interest of $12,000 CAD (US$9,478) was converted to 660,000 units at $0.075 CAD per unit (approximately US$0.06). Each unit issued consists of one Common Share and one warrant. Each warrant entitles the holder to purchase one Common Share at a price of US$0.10 for a period of 24 months from the closing date.

On

March 30, 2021, the Company granted 150,000 restricted share units which vested immediately. In connection with the grant, 150,000 Common Shares with a fair value of $36,900 were issued.

On

March 30, 2021, the Company issued 3,304,600 Common Shares for the exercise of warrants at $0.10 for gross proceeds of $330,460.

| 35 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

13.	Common Stock (continued)

On

March 30, 2021, the Company issued 150,000 Common Shares for the exercise of options at $0.18 for gross proceeds of $27,358. In addition, the Company also issued 600,000 Common Shares for the exercise of options. In lieu of cash, the Company settled $109,427 of outstanding debt.

On

March 30, 2021, the Company issued 400,000 Common Shares for the exercise of 400,000 warrants at $0.12 CAD (approximately US$0.10), with a fair value of $98,400 to settle long-term notes payable in the amount of $38,062. The Company recognized the loss on settlement of debt of $60,338.

On

March 30, 2021, the Company issued 1,684,428 Common Shares with a fair value of $396,108 for services provided.

On

March 30, 2021, the Company issued 190,000 Common Shares with a fair value of $41,608 to settle debt of $8,602. A loss of $33,006 was recognized pursuant to the issuance.

On

April 16, 2021, the Company issued 1,000,000 Common Shares for the exercise of 1,000,000 warrants at $0.12 CAD (approximately US$0.10). In lieu of cash, debt in the amount of $120,000 CAD (US$95,959) was settled.

On

April 16, 2021, the Company issued 600,000 Common Shares with a fair value of $188,729 for services provided.

On

April 16, 2021, the Company issued 75,000 Common Shares with a fair value of $23,989 to settle accounts payable in the same amount.

On

April 16, 2021, the Company issued 150,000 Common Shares with a fair value of $43,549 to settle debt in the amount of $7,908. A loss of $36,451 was recognized pursuant to the issuance.

On

April 28, 2021, the Company issued 1,360,200 Common Shares at $0.12 CAD (approximately US$0.10) per share for gross proceeds of $169,776 CAD (US$135,670) relating to the exercise of 1,360,200 warrants.

On

April 28, 2021, the Company issued 30,000 Common Shares at $0.10 CAD (approximately US$0.08) per share for gross proceeds of $3,000 CAD (US$2,403) relating to the exercise of 30,000 options.

On

April 28, 2021, the Company issued 346,163 Common Shares with a fair value of $85,739 for services provided.

On

June 28, 2021, the Company issued 135,000 Common Shares for the exercise of 145,000 warrants at prices ranging from $0.10 CAD - $0.12 CAD (approximately US$0.08 – US$0.10) for gross proceeds of $16,500 CAD (US$12,438). On September 8, 2021, the remaining 10,000 common shares were issued.

On

June 28, 2021, the Company issued 150,000 Common Shares with a fair value of $36,939 to settle accounts payable in the same amount.

On

June 28, 2021, the Company issued 25,000 Common Shares with a fair value of $5,210 to settle debt in the amount of $1,101. A loss of $4,107 was recognized pursuant to the issuance.

On

June 28, 2021, the Company issued 50,000 Common Shares at $0.30 CAD (approximately US$0.24) per share for gross proceeds of $15,000 CAD (US$12,151).

On

July 20, 2021, the Company issued 50,000 Common Shares at $0.30 CAD (approximately US$0.24) per share for gross proceeds of $15,000 CAD (US$11,905).

| 36 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

13.	Common Stock (continued)

On

August 9, 2021, the Company issued 16,134,000 shares, as a result of the exercise of 16,134,000 warrants with exercise prices varying from $0.10 - $0.20 CAD (US$0.08 - $0.16) for gross proceeds of $1,925,747 CAD (US$1,538,887). The shares issued include 3,060,000 issued to related parties where the Company entered into promissory note agreements with the related parties for total principal receivable by the Company of $367,200 CAD (US$294,293). The notes bear interest at 5% per annum and mature in July 2023.

On

August 20, 2021, the Company issued 4,056,247 shares, as a result of the exercise of 3,605,247 warrants with exercise prices varying from $0.12 - $0.41 CAD (US$0.10 - $0.32) for gross proceeds of $439,920 CAD (US$351,164). 451,000 shares were issued in error. On September 22, 2021, 35,000 of the shares issued in error were cancelled. Subsequent to September 30, 2021, the remaining 416,000 shares issued in error were cancelled.

On

September 7, 2021, the Company issued 210,000 shares, as a result of the exercise of 200,000 warrants at $0.12 CAD (approximately US$0.10) for gross proceeds of $24,000 CAD (US$19,062). 10,000 shares were issued pursuant to the exercise of 10,000 warrants on June 28, 2021.

On

September 7, 2021, the Company issued 500,000 Common Shares with a fair value of $95,000 for services provided.

On

September 7, 2021, the Company issued 246,073 Common Shares with fair value of $47,445 to settle accounts payable of $38,729. A loss of $8,716 was recognized pursuant to the issuance.

14.	Stock Options

The Board of Directors adopted the Park Place Energy Corp. 2013 Long-Term Incentive Equity Plan (the “Incentive Plan” or “2013 Plan”) effective as of October 29, 2013. The Incentive Plan permits grants of stock options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock awards and other stock-based awards.

The Incentive Plan authorizes the following types of awards:

●	incentive<br> stock options and nonqualified stock options to purchase common stock at a set price per share;
●	stock<br> appreciation rights (“SARs”) to receive upon exercise common stock or cash equal to the appreciation in value of a share<br> of Common Stock;
●	restricted<br> stock, which are shares of common stock granted subject to a restriction period and/or a condition which, if not satisfied, may result<br> in the complete or partial forfeiture of the shares;
●	other<br> stock-based awards, which provide for awards denominated in or payable in, valued in whole or in part by reference to, or otherwise<br> based on or related to, shares of common stock of the Company, which may include performance shares or options and restricted stock<br> units which provide for shares to be issued or cash to be paid upon the lapse of predetermined restrictions.

Under the 2013 Plan, the maximum number of shares of authorized stock that may be delivered is 10% of the total number of shares of common stock issued and outstanding of the Company as determined on the applicable date of grant of an award under the 2013 Plan. Under the 2013 Plan, the exercise price of each option (or other stock-based award) shall not be less than the market price of the Company’s stock as calculated immediately preceding the day of the grant. The vesting schedule for each option or other stock-based award shall be specified by the Board of Directors at the time of grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

| 37 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

14.	Stock Options (continued)

A continuity of the Company’s outstanding stock options for the nine months ended September 30, 2022 and the year ended December 31, 2021 is presented below:

Summary of Changes in Stock Options

	Number<br> of options			Weighted<br> average <br> exercise price
Outstanding,<br> December 31, 2020		11,900,000			0.11
Granted		450,000			0.32
Exercised		(3,910,000	)		0.11
Expired		(150,000	)		0.18
Cancelled		(650,000	)		0.16
Outstanding,<br> December 31, 2021		7,640,000		$	0.12
Granted		2,560,000			0.22
Exercised		(785,000	)		0.09
Outstanding,<br> September 30, 2022		9,415,000		$	0.15

At September 30, 2022 the Company had the following outstanding stock options:

Schedule of Stock Options Outstanding and Exercisable

Outstanding		Exercise<br> Price		Expiry<br> Date	Vested
	1,750,000		0.12	October<br> 24, 2023		1,750,000
	3,800,000		0.13	September<br> 19, 2024		3,800,000
	640,000		0.06	July<br> 31, 2025		640,000
	415,000		0.07	December<br> 17, 2022		415,000
	2,560,000		0.22	July<br> 26, 2025		1,400,000
	250,000		0.28	June<br> 6, 2026		250,000
	9,415,000					8,255,000

As

at September 30, 2022, the weighted average remaining contractual life of outstanding stock options is 2.04 years.

For the nine months ended September 30, 2022, the Company recognized $305,196 (2021 - $124,391) in stock-based compensation expense for options granted and vested. At September 30, 2022, the Company has $167,497 (2021 - $Nil) in unrecognized compensation expense related to stock options.

During

the nine months ended September 30, 2022, 785,000 options with exercise prices ranging from $0.10 CAD - $0.16 CAD (approximately $0.07

• $0.12 USD) were exercised for gross proceeds of $92,637 CAD (US$71,343). $36,500 CAD ($28,071 USD) was settled through cash and $56,137 CAD (US$43,272) was settled through reductions of debt owed to the option holder.

The fair values for stock options granted have been estimated using the Black-Scholes option pricing model using the following weighted average assumptions:

Schedule of Weighted Average Assumptions

	2022			2021
Risk-free<br> interest rate		3.05	%		33.00<br> – 79.00	%
Expected<br> life (years)		3			3<br> - 5
Expected<br> volatility		175	%		245<br> - 257	%
Dividend<br> yield		0	%		0	%
Weighted<br> average fair value per share		0.22		$	0.24

| 38 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

15. Warrants

A continuity of the Company’s outstanding share purchase warrants for the nine months ended September 30, 2022 and the year ended December 31, 2021 is presented below:

Summary of Changes in Warrants

	Number<br> of<br> warrants			Weighted<br> average exercise price
Outstanding,<br> December 31, 2020		35,865,312			0.10
Issued		14,017,663			0.10
Exercised		(31,270,314	)		0.09
Expired		(10,768,332	)		0.13
Outstanding,<br> December 31, 2021		7,844,329		$	0.10
Issued		103,935,189			0.34
Exercised		(3,910,750	)		0.13
Outstanding,<br> September 30, 2022		107,868,768		$	0.33

At September 30, 2022, the Company had the following outstanding share purchase warrants:

Schedule of Purchase Warrants Outstanding

Outstanding		Exercise<br> Price		Expiry<br> Date
	1,000,000		0.16<br> USD	March<br> 4, 2023
	50,000		0.32<br> USD	June<br> 6, 2023
	1,962,999		0.07<br> USD	September<br> 8, 2023
	1,200,000		0.09<br> USD	September<br> 8, 2023
	358,080		0.08<br> USD	September<br> 8, 2023
	660,000		0.10<br> USD	September<br> 30, 2023
	21,705,438		0.33<br> USD	March<br> 15, 2024
	3,383,939		0.33<br> USD	March<br> 16, 2024
	2,954,545		0.33<br> USD	March<br> 17, 2024
	10,614,123		0.33<br> USD	March<br> 18, 2024
	21,431,754		0.33<br> USD	March<br> 24, 2024
	2,653,000		0.33<br> USD	March<br> 28, 2024
	36,268,450		0.36<br> USD	June<br> 29, 2025
	3,001,440		0.23<br> USD	June<br> 29, 2025
	625,000		0.36<br> USD	June<br> 29, 2025
	107,868,768

As

at September 30, 2022, the weighted average remaining contractual life of outstanding warrants is 1.91 years.

As

at December 31, 2021, the Company had 3,776,249 warrants issued in connection with private placements, or debt settlements. The exercise price of such warrants was denominated in CAD other than the functional currency prior to January 1, 2022. As such the warrants were classified as derivate liabilities with a fair value of $472,899. As a result of the change in functional currency of the Company to CAD on January 1, 2022, such warrants were reclassified to equity.

| 39 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

15.	Warrants (continued)

Due

to the change in functional currency of the Company, 4,068,080 warrants with a carrying value of $163,162 were reassessed to be derivative liabilities as the exercise prices are denominated in USD other than the new functional currency. Immediately before the reclassification, the fair value of the warrants were remeasured using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0%, expected volatility - 159%, risk-free interest rate – 0.89% and an expected remaining life – 1.56 years. The Company recognized a loss in fair value change on the derivative liabilities of $288,618 on January 1, 2022. As at September 30, 2022, the fair value of the warrants were remeasured at $425,611 using Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0%, expected volatility - 135%, risk-free interest rate – 3.05% and an expected remaining life ranging from 0.68 – 1.25 years. The Company recognized a loss on fair value change of $294,373 for the nine months ended September 30, 2022.

The following is a continuity of the Company’s derivative warrant liability:

Schedule of Warrant Derivative Liability

	Total
Balance,<br> January 1 and December 31, 2020	$	1,804,572
Issued<br> during the period		621,500
Extinguished<br> during the period		(479,535	)
Change<br> in fair value of derivative		(1,473,638	)
Balance,<br> December 31, 2021	$	472,899
Effect<br> of change in functional currency		(309,737	)
Change<br> in fair value of derivative		294,373
Foreign<br> currency translation		(31,924	)
Balance,<br> September 30, 2022	$	425,611

In

connection with the private placements in March, 2022, the Company issued warrants and finder’s warrants for a total number of 62,790,299 (Note 13). As the fair value of the common shares on the closing dates of the private placements were greater than the unit subscription price, no residual value was assigned to any of the warrants. The fair values for finder’s warrants granted during the current period, have been estimated using the Black-Scholes option pricing model using the following assumptions:

Schedule of Weighted Average Assumption for Warrants

	2022
Risk-free<br> interest rate		1.21<br> – 1.30%
Expected<br> life (years)		2
Expected<br> volatility		154%
Dividend<br> yield		0%
Share<br> price		$0.24<br> - $.031 CAD

During

the nine months ended September 30, 2022, 4,155,750 warrants were exercised ranging from $0.10 – 0.31 CAD (approximately US$0.07 – $0.23) for gross proceeds of $725,681 CAD (US$550,735). $595,945 CAD (US$450,735) was paid through cash and $129,736 CAD (US$100,000) was attributed to prepaid expenses.

| 40 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

16.	Restricted Stock Units

During

the nine months ended September 30, 2022, the Company granted 1,150,000 (2021 – 150,000) restricted stock units (“RSUs”) as consideration for management and consulting contracts. The RSUs were valued at $296,696 (2021 - $36,900) based on the fair market value of the closing price of the common stock of the Company at the grant date and are recognized over the vesting period. Within 30 days of vesting, the RSUs are exchanged for shares of common stock of the Company. Of the 1,150,000 RSUs granted, 650,000 vest immediately and 500,000 RSUs granted to an officer of the Company vest as follows:

●	125,000<br> vest 90 days after appointment as officer of the Company;
●	150,000<br> vest on the first day of the second year of employment as an officer of the Company;
---	---
●	100,000<br> vest upon the successful completion of the Company’s phase A drilling program at the<br> SASB gas field; and
---	---
●	125,000<br> vest upon successful completion of at least an additional seven wells as part of the Company’s<br> phase B drilling program at the SASB gas field.
---	---

During

the nine months ended September 30, 2022, 50,000 common stock relating 50,000 RSUs that vested during the year ended December 31, 2021, were issued (Note 13).

For the nine months ended September 30, 2022, the Company recognized $112,510 (2021 - $36,900) in stock-based compensation expense for RSUs granted and vested (Note 13). At September 30, 2022, the Company has $75,933 (2021 - $Nil) in unrecognized compensation expense related to RSUs.

As

at September 30, 2022, the Company recorded an obligation to issue shares of $971,621. This relates to an obligation to issue RSUs pursuant to terms set forth in contracts and agreements between the Company and various directors and officers of the Company (Note 17).

Schedule of Restricted Stock Units

	Number<br> of<br> restricted<br> stock units			Weighted<br><br> average<br> fair value per<br> award
Balance,<br> December 31, 2020		–		$	–
Granted		1,325,000			0.16
Vested		(1,325,000	)		0.16
Balance,<br> December 31, 2021		–			–
Granted		1,150,000			0.17
Vested		(650,000	)		0.13
Balance,<br> September 30, 2022		500,000			0.22
17.	Related Party Transactions
---	---

At

September 30, 2022, accounts payable and accrued liabilities included $113,223 (December 31, 2021 - $13,831) due to related parties. The amounts are unsecured, non-interest bearing and due on demand.

During the nine months ended September 30, 2022, management fees and salaries of $537,227 (2021 - $176,930), director fees of $54,000 (2021

• $42,000), and stock-based compensation of $1,401,090 (2021 - $Nil) were incurred to related parties.

During

the nine months ended September 30, 2022, the Company issued 2,000,000 (2021 - 1,416,667) units with a fair value of $242,513 for the settlement of accounts payable owed to related parties in the amount of $242,513 (2021 - $70,833), resulting in no gain or loss.

| 41 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

17.	Related Party Transactions (Continued)

During the nine months ended September 30, 2022, the Company issued Nil (2021 - 5,146,667) common shares relating to the exercise of Nil (2021 – 4,476,667) warrants and Nil (2021 – 670,000) options held by related parties. As consideration, the Company entered into promissory note agreements with the related parties for total principal receivable by the Company of $Nil (2021 - $518,820 (CAD$648,078)). Refer to Note 11.

During

the nine months ended September 30, 2022, the Company paid the relative of a senior officer and director of the Company $5,000 for social media services for the Company. This amount is included in prepaid expenses as at September 30, 2022.

As

at September 30, 2022, notes receivable included $450,325 (December 31, 2021 - $517,985) due from related parties. The amounts are unsecured, bear interest at 5% per annum and mature between one to two years from grant.

Pursuant

to agreements between the four directors and the Company, each of the four directors shall be granted 200,000 fully vested RSUs upon each anniversary of the contract and three of the four directors shall be granted 250,000 fully vested RSUs upon successful spudding of the first well by the Company. For three of the four directors, the amount of RSUs shall be indexed pro-rata to account for any dilution incurred by subsequent share issuance by the Company. As at September 30, 2022, each of the four directors is owed 200,000 RSUs pursuant to the contract and three of the four directors are owed 250,000 RSUs each for the successful spudding of the first well. For three of the four directors, an additional 291,947 RSUs are owed each, pursuant to the dilution clause. The value of these RSUs is calculated to be $608,546 which has been recorded as an obligation to issue shares as at September 30, 2022.

On September 2, 2020, the CEO signed an employment agreement with the Company in which the CEO shall receive:

●	100,000<br> fully vested RSUs upon the first anniversary of the agreement. The amount of RSUs shall be<br> indexed pro-rata to account for any dilution incurred by subsequent share issuances by the<br> Company;
●	If<br> during the term of the Agreement, the Company completes any cash financing of $5,000,000,<br> the Company shall issue 250,000 fully vested RSUs and $25,000 for each $5,000,000 raised.
---	---
●	Upon<br> spudding of the first well by the Company, the Company shall grant 250,000 fully vested RSUs<br> and 250,000 fully vested RSUs every anniversary of the spud date (Condition was met on September<br> 15, 2022). This amount is indexed pro-rata to account for any dilution incurred by subsequent<br> share issuances by the Company; and
---	---
●	If<br> during the term of the Agreement, the Company enters into any non-financing transaction,<br> a cash bonus of US$100,000 is owed upon the successful closing.
---	---

As

at September 30, 2022, an obligation to issue shares of $350,162 exists relating to the vesting of RSUs owed to the CEO.

On July 15,2022, the CFO signed an employment agreement with the Company in which the CFO shall receive:

●	100,000<br> fully vested RSUs upon the first anniversary of the agreement;
●	150,000<br> fully vested RSUs upon the second anniversary of the agreement;
---	---
●	For<br> each subsequent year, the number of RSUs is determined in context of the market price of<br> the shares and in respect to the performance of the Company;
---	---
●	A<br> bonus of 100,000 RSUs plus the sum of $15,000 cash paid upon the successful completion of<br> the Ccompany’s phase A drilling program at the SASB gas field;
---	---
●	A<br> bonus of 125,000 RSUs plus the sum of $20,000 cash paid upon the successful completion of<br> at least an additional seven wells as part of the Company’s phase B drilling program<br> at the SASB gas field; and
---	---
●	A<br> bonus of $25,000 cash upon the executive arranging a credit line for SASB of at least $5,000,000.
---	---

As

at September 30, 2022, an obligation to issue shares of $5,739 exists relating to the vesting of RSUs owed to the CFO.

| 42 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

17.	Related Party Transactions (Continued)

On July 15,2022, the COO signed an employment agreement with the Company in which the COO shall receive:

●	125,000<br> fully vested RSUs upon the first anniversary of the agreement;
●	150,000<br> fully vested RSUs upon the second anniversary of the agreement;
---	---
●	For<br> each subsequent year, the number of RSUs is determined in context of the market price of<br> the shares and in respect to the performance of the Company;
---	---
●	A<br> bonus of 100,000 RSUs plus the sum of $15,000 cash paid upon the successful completion of<br> the company’s phase A drilling program at the SASB gas field; and
---	---
●	A<br> bonus of 125,000 RSUs plus the sum of $20,000 cash paid upon the successful completion of<br> at least an additional seven wells as part of the Company’s phase B drilling program<br> at the SASB gas field;
---	---

As

at September 30, 2022, an obligation to issue shares of $7,174 exists relating to the vesting of RSUs owed to the COO.

On August 18, 2022, the Company entered into a settlement agreement with the former CFO of the Company upon resignation, whereupon the Company will issue/pay:

●	325,000<br> common shares with a fair value of $94,300 (not issued as at September 30, 2022);
●	$210,000<br> in cash to be paid as follows:
---	---
○	$110,000<br> paid upon execution of the agreement (Paid);
---	---
○	$50,000<br> to be paid on or before January 31, 2023 (Unpaid);
---	---
○	$50,000<br> to be paid on or before March 31, 2023 (Unpaid);
---	---
●	200,000<br> RSUs with a fair value of $58,031 for services rendered as a director (not issued as at September<br> 30, 2022);
---	---
●	75,000<br> RSUs with a fair value of $21,761 for services rendered as an audit committee member (not<br> issued as at September 30, 2022);
---	---

As

at September 30, 2022, an obligation to issue shares of $174,093 exists relating to the common shares and RSUs owed to the former CFO.

18.	General and Administrative

Schedule of General and Administrative Expense

	September<br> 30, 2022		September<br> 30, 2021
	For<br> the nine months ended
	September<br> 30, 2022		September<br> 30, 2021
Salaries<br> and compensation	$	2,431,533	$	1,135,535
Professional<br> fees		525,971		198,175
Office		630,662		29,798
Filing<br> and Transfer Fees		92,574		112,783
Advertising		353,143		-
Travel		33,160		-
Penalties		30,652
Bank<br> charges and other		11,302		63,847
General and Administrative	$	4,108,997	$	1,540,138

| 43 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

19.	Geographical Segment Information

During the nine months ended September 30, 2022 and 2021, the Company’s operations were in the resource industry in Bulgaria, and Turkey with head offices in the United States and a satellite office in Sofia, Bulgaria. The Company’s operating segments included, a head office in Canada, oil and gas operations in Turkey and oil and gas properties located in Bulgaria.

Schedule of Geographical Segment Information

	Canada		Turkey		Bermuda		Bulgaria		Total
Revenue<br> for the nine months ended September 30,
2022	$	-	$	3,589,368	$	-	$	-	$	3,589,368
2021	$	-	$	2,837,024	$	-	$	-	$	2,837,024
Revenue	$	-	$	2,837,024	$	-	$	-	$	2,837,024
Non-current<br> assets as at
September<br> 30, 2022	$	41,699	$	11,565,531	$	-	$	3,146,176	$	14,753,406
December<br> 31, 2021	$	-	$	1,573,185	$	-	$	3,116,146	$	4,689,331
Non-current<br> assets	$	-	$	1,573,185	$	-	$	3,116,146	$	4,689,331
20.	Capital Management
---	---

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to support its business plan, as well as to ensure that the Company is able to meet its financial obligations as they become due.

The basis for the Company’s capital structure is dependent on the Company’s expected business growth and changes in business environment. To maintain or adjust the capital structure, the Company may issue new shares through private placement, incur debt or return capital to members.

The Company is dependent upon external financings to fund activities. In order to carry future projects and pay administrative costs, the Company will utilize its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements.

21.	Financial Instruments and Risk Management

---

The Company is exposed, through its operations, to the following financial risks:

a)	Market<br> risk
b)	Credit<br> risk
c)	Liquidity<br> risk

The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these Statements.

There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, polices and processes for managing those risks or the methods used to measure them from previous reported periods unless otherwise stated in the note. The overall objective of management is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are set out below.

a)	Market<br> risk

---

Market risk is the risk of loss that may arise from changes in market factors such as foreign currency exchange, interest rates and equity price risk.

| 44 |

---
---	---
(i)	Foreign<br> currency risk:
---	---

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company and its subsidiaries are exposed to currency risk as it has transactions denominated in currencies that are different from their functional currencies. The Company does not hedge its exposure to fluctuations in foreign exchange rates.

As at September 30, 2022, the Company’s significant foreign exchange currency exposure on its financial instruments, expressed in USD was as follows:

If

the CAD strengthened or weakened against the USD by 10% the exchange rate fluctuation would impact net loss by $543,401 at September 30, 2022 (December 31, 2021 - $201,206).

(ii)	Interest<br> rate risk:

Interest rate risk is the risk that future cash flows will fluctuate because of changes in market interest rates. The interest earned on cash is insignificant and the Company does not rely on interest income to fund its operations. The Company has significant debt facilities, including convertible debt and promissory notes and loans payable. As the debt facilities are incurring a fixed rate of interest, the Company is not significantly exposed to interest rate risk.

(iii)	Other<br> price risk:

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company does not hold equity investments in other entities and therefore is not exposed to a significant risk.

b)	Credit<br> risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company is subject to credit risk on its cash. The Company limits its exposure to credit loss on cash by placing its cash with a high-quality financial institution.

c)	Liquidity<br> risk

Liquidity risk arises from the Company’s general and capital financing needs. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial assets and liabilities, when feasible.

The table below summarizes the maturity profile of the Company’s contractual cashflows.

Summary of Maturity Profile of the Contractual Cashflows

As<br> at September 30, 2022	Less<br> than 1 year		1<br> - 2 years		Later<br> than 2 years		Total
Accounts<br> payable	$	1,904,876	$	-	$	-	$	1,904,876
Loans<br> payable		49,989		40,315		-		90,304
Lease<br> liability		3,988		5,650		-		9,638
Total<br> liabilities	$	1,958,853	$	45,965	$	-	$	2,004,818

| 45 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Consolidated Interim Financial Statements

For the nine months ended September 30, 2022 and 2021

(Expressed in U.S. dollars)

(Unaudited)

21.	Financial Instruments and Risk Management (continued)
As<br> at December 31, 2021	Less<br> than 1 year		1<br> - 2 years		Later<br> than 2 years		Total
---	---	---	---	---	---	---	---	---
Accounts<br> payable	$	852,481	$	-	$	-	$	852,481
Loans<br> payable		630,534		18,513		-		649,047
Lease<br> liability		6,732		8,592		-		15,324
Total<br> liabilities	$	1,489,747	$	27,105	$	-	$	1,516,852
22.	Subsequent Events
---	---

Subsequent

to September 30, 2022, the Company issued 2,840,000 shares pursuant to the exercise of 2,840,000 warrants ranging from $0.10 - $0.31 CAD (USD$0.08 – $0.27) for gross proceeds of $405,400 CAD (USD$337,400).

Subsequent

to September 30, 2022, the Company issued 1,500,000 shares and granted 750,000 warrants pursuant to the exercise of 1,500,000 broker warrant units at $0.31 CAD (USD$0.27) for gross proceeds of $465,000 CAD (USD$338,462).

Subsequent

to September 30, 2022, the Company issued 300,000 shares pursuant to the exercise of 300,000 options at $0.08 CAD (approximately USD$0.06) for gross proceeds of $24,000 CAD (USD$18,000).

Subsequent

to September 30, 2022, the Company issued 600,000 shares pursuant to the grant and immediate vesting of RSUs.

Subsequent

to September 30, 2022, the Company granted 250,000 broker warrants pursuant to the public offering completed in June 2022 of units of the Company at a price of $0.31 CAD per unit. Each warrant entitles the holder to acquire one common share at an exercise price of $0.50 for 36 months from the date of grant.

On

October 21, 2022, the Company announced that it is electing to accelerate all Warrants issued during March 2021. The Warrants issued in March 2021 contain the following language: “In the event that company’s share prices close at a price of CAD $0.15 per share for a period of 10 consecutive trading days on the Canadian Security Exchange, the Company may accelerate the term of the March 2021 Warrants to a period of 30 days following notice by providing notice to the warrant holders in writing or by news release.” (“the Notice”) On November 21, 2022, a total of 12,442,663 warrants were accelerated pursuant to the Notice of which, 9,501,584 were exercised and 2,941,079 expired.

During November 2022, the Company commenced natural gas production from the South Akcakoca and Akcakoca-3 wells.

| 46 |

| --- |

Exhibit99.2

TRILLIONENERGY INTERNATIONAL INC.

MANAGEMENTDISCUSSION & ANALYSIS

Forthe nine months ended September 30, 2022 and 2021

(Statedin United States dollars)

TABLEOF CONTENTS

Caution Regarding Caution Regarding Forward-Looking Statements	3
Overview	4
Selected Quarterly Information	6
Results of Operations	7
Summary of Quarterly Results	10
Liquidity and Capital Resources	11
Transactions with Related Parties	13
Financial Risk Management	16
Off-Balance Sheet Arrangements	17
Disclosure of Outstanding Share Data	17
Critical Accounting Policies and Estimates	18
Subsequent Events	21

| 2 |

| --- |

TRILLIONENERGY INTERNATIONAL INC.

MANAGEMENTDISCUSSION & ANALYSIS

Forthe nine months ended September 30, 2022 and 2021

(Expressedin United States Dollars)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. This MD&A was prepared effective November 29, 2022.

Our MD&A should be read in conjunction with our unaudited condensed interim consolidated financial statements of Trillion Energy International Inc., (“Trillion Energy”, the “Company”, “we”, and “our”) and the related notes thereto for the nine months ended September 30, 2022 and 2021, and the audited consolidated financial statements for the years ended December 31, 2021 and 2020 and the related notes thereto. Unless otherwise noted, all currency amounts are in US dollars.

Additional information related to the Company is available on its website at www.trillionenergy.com. Our prior Annual Reports on Form 20-F, Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”), pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”), can be accessed free of charge by linking directly from our website under the “Investor Relations - SEC Filings” caption to the SEC’s Edgar Database, as well as on the Canadian Securities Administrator’s website at www.sedar.com.

Caution Regarding Forward-Looking Statements

Certain statements in this report are forward-looking statements which reflect management’s expectations regarding future growth, results of operations, performance, business prospects and opportunities, the Company’s ability to meet financial commitments and its ability to raise funds when required. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain assumptions and speak only as of the date of this report. These assumptions, which include management’s current expectations, the global economic environment, and the Company’s ability to manage its operating costs, may prove to be incorrect. Several risks and uncertainties could cause actual results to differ materially from those expressed or implied by the forward-looking statements.

There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Actual performance, achievement or other realities could differ materially from those expressed in, or implied by, any forward-looking statements or information in this MD&A and, accordingly, investors should not place undue reliance on any such forward-looking statements or information. Further, any forward-looking statement or information speaks only as of the date on which such statement is made, and the Company does not undertake any obligation to update any forward-looking statements or information to reflect information, events, results, circumstances, realities or otherwise after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by law, including securities laws. All forward-looking statements and information contained in this MD&A and other documents of the Company are qualified by such cautionary statements. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking statements.

| 3 |

| --- |

In addition, forward-looking statements, and information herein, including financial information, is based on certain assumptions relating to the business and operations of the Company. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements and forward-looking information in this MD&A, and the documents incorporated by reference herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements and information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information contained in this MD&A.

Overview

Trillion Energy International Inc. and its consolidated subsidiaries, (collectively referred to as the “Company”) is a Canadian based oil and gas exploration and production company with operations primarily in Turkey. Effective January 2022, the corporate headquarters moved to Suite 700, 838 West Hastings Street, Vancouver, B.C., coinciding with the redomicile of the Company from Delaware to British Columbia, a move which was approved by shareholders in November 2021. The Company’s shares trade on the Canadian Securities Exchange under the symbol “TCF” where it was recently added the CSE 25 Index. The Company also trades on the OTCQB under the symbol “TRLEF” and the Frankfurt exchange under the symbol Z62.

On or about January 21, 2022, the Company redomiciled from Delaware, United States to British Columbia, Canada by way of an amalgamation transaction with the Company’s British Columbian subsidiary (the “Repatriation Transaction”). Pursuant to the Repatriation Transaction, for every one common stock of Trillion Energy International Inc., the shareholders have received one common share of Trillion Energy Inc. The Company continued to operate under the name of Trillion Energy International Inc. after the Repatriation Transaction.

As a result of the Repatriation Transaction, the Company met the definition of a foreign private issuer, as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended.

Developmentsof the Business

Trillion Energy International Inc. an oil and gas producer in Europe. The Company’s current focus is on increasing conventional natural gas production at its SASB field located in the Black Sea, Turkey where it has initiated a 17 well development drilling program “the SASB Development Program”. In addition, it produces oil from the Cendere field, a long-term low decline oil field. It also has an exploration license in Bulgaria which is currently inactive, but to which it intends to explore for coal bed methane generated natural gas in the future.

During 2022, the Company raised gross proceeds of $41 million from two brokered financings, which the Company believes will allow it to become self sustaining such that the cashflow generated from investing earmarked for the SASB Development Program, same will allow it to continue and complete the SASB Development Program, without any further significant equity dilution.

During September 2022, the Company commenced the SASB Development Program drilling its first well, Akcakoca South, with was completed and tested during October 2022 and which flow tested at 7-8 million cubic feet per day (mmcf/d)(gross 100% interest) and which was then put on production. During November 2022 the Company recompleted the Akcakoca-3 Well which was then tested at 7 mmcf/d (gross 100% interest). The Company is currently drilling the Guluc and West Akcakcoa wells, the first of which will be completed in January 2023. Each of the new wells are expected to take an average of 45 days to drill and for reentries, an average of 15 days per well. The wells are being drilled or recompleted using the Uranus jack up drilling rig under contract from a rig provider located in Romania.

| 4 |

| --- |

Turkey

The Company primarily operates in Turkey, where it owns two key assets; an interest in the producing Cendere oil field (“Cendere”) and a natural gas field located in the South Akcakoca Sub-Basin (“SASB” or the “SASB Gas Field”). Cendere is a mature long-term low decline oil field. The second asset is the SASB natural gas field, a producing shallow water development to which the Company is currently focused on increasing production by drilling new wells.

Cendere

The Company has a 19.6% interest in the Cendere oil field located in Southeast Turkey all except certain wells. At September 30, 2022, the gross oil production rate for the producing wells in Cendere was 707 bbls/day (barrels per day); the average daily 2022 Q3 gross production rate for the field was 681 bbls/day. At the end of September 2022, oil was sold at a price of approximately US$94 per barrel (“bbl”). At September 30, 2022, the Cendere field was producing 108 barrels of oil per day net to the us; and averaged 101 barrels per day during 2022 Q3 net to the Company. On October 13, 2022, the joint production lease the Company holds in the region was extended to July 6, 2031.

SASB

The Company’s interest in SASB is 49%. SASB has several natural gas fields, four production platforms plus 18 kilometers of subsea pipelines connecting the gas fields to an onshore gas processing facility. SASB is located off the North West coast of Turkey in the Black Sea. Total gross production to date from the four fields is approximately 42.5 billion cubic feet (“Bcf”).

The Company commenced the SASB Development Program during September 2022, at which time the Uranus Rig arrived from Romania by ship onto the licence block. The drilling rig was then situated at the Akcakoca platform upon which it drilled South Akcakoca, Akcakoca-3 and is now drilling Akcakoca West and Guluc wells. The initial program involves seven wells (two workovers and five new directional wells) all which will be put on production during the program upon successful completion, thus generating revenue for us. The second part of the SASB Development Program involves up to an additional 10 wells (including recompletions, sidetracks and new wells), which in part will be identified based on the results of the first wells and further G&G work that is presently ongoing. The SASB Development Program will substantially boost production for the near future. Wells are expected to produce additional gas for between three and ten years each based on the SASB Development Program.

As at November 20, 2022 the gross gas production rate for SASB was 39 MMcfd, representing production from the Akcakoca South and Akcakoca-3 wells. The average daily 2022 gross production rate for the field was 2.4 MMcfd. Gas production rates have increased significantly between September and November due to the first two operations of the SASB Development Program being completed.

Earlier this year to secure the drilling rig the Company entered into a drilling contract (the “Contract”) with GSP Offshore SRL (“GSP”) to secure the Uranus jack-up drilling rig for the SASB Development Program. The Contract anticipates drilling a minimum of five new wells and two recompletions (the “Initial Program”) and contains provides for an extension based on the Company’s plans to drill additional wells. The rig rate is USD $95,000/day. The duration of the Initial Program is expected to be 9 months with one new well being put into production every 15-45 days and the subsequent up to 10 wells adding an additional year of drilling time continuing into 2024.

It is the Company’s plan to drill the wells more or less continuously to reduce mobilization costs and take advantage of high gas prices, by bringing one new well into production every 45 days starting September 2022 and then throughout the duration of 2023 into 2024, thereby significantly ramping up the Company’s production during that time frame.

Currently natural gas is being sold at about $30/MMCF domestically in Turkey. The average monthly natural gas sale price year to date for 2022 was approximately US$18 per Mcf. The gas price has been approximately US$31 per Mcf for the months September, October and November, 2022.

| 5 |

| --- |

The Company also plans to explore potential opportunities around the SASB development license area, which is currently 12,385 hectares, by applying for a Technical Investigation Survey Permit for 200,000 hectares of surrounding area (“the Permit”). The Company is currently evaluating data to determine a proposed new exploration work program for such new Permits which will continue. Upon receiving the Permit, the Company planned to reprocess existing 3D and 2D seismic with new technology and gather additional data. Such new technology is expected to improve the resolution of the data and define new exploration targets around the SASB.

Bulgarialicense

In October of 2010, the Company was awarded an exploration permit for the “Vranino 1-11 Block”, a 98,205 acre oil and gas exploration land located in Dobrudja Basin, Bulgaria, by the Bulgarian Counsel of Ministers. On April 1, 2014, the Company entered into an Agreement for Crude Oil and Natural Gas Prospecting and Exploration in the Vranino 1-11 Block with the Ministry of Economy and Energy of Bulgaria (the “License Agreement”). The initial term of the License Agreement is five years. This five-year period will commence once the Bulgarian regulatory authorities approve of the Company’s work programs for the permit area. The License Agreement (or applicable legislation) provides for possible extension periods for up to five additional years during the exploration phase, as well as the conversion of the License Agreement to an exploitation concession, which can last for up to 35 years. Under the License Agreement, the Company will submit a yearly work program that is subject to the approval of the Bulgarian regulatory authorities. The running time for the work program has not yet commenced for the work program, due certain environmental reports being required to be completed first. The project has been placed on hold by the Company given its focus on other near-term production opportunities.

StrategicFocus

Our focus currently is increasing oil and gas production during times of high oil and gas prices and in particular, our natural gas reserves at the SASB gas field in Turkey, which we expect will generate significant cash-flow and profits for the Company. Further development beyond the first seven wells is contingent upon reinvesting cashflow from earlier wells into new wells, and our plan is to further develop the fields as approvals and funds are on hand and as the rig schedule may allow.

Overall Performance

The Company focused its efforts for the nine months ended September 30, 2022 on raising funds through the completion of various private placements and the closing of a prospectus, raising gross proceeds of approximately $41.5M CAD (US$31M) and begin exploration in the SASB fields.

Revenues increased for the nine months ended September 30, 2022 compared to the nine month period ended September 30, 2021. The increase is primarily due to an increase in the price of oil and gas in the nine month period ending September 30, 2022 compared to the nine month period ending September 30, 2021. This is partially offset by a decrease in sales volume for the nine month period ending September 30, 2022 compared to the nine month period ending September 30, 2021. Revenues from the SASB Development Program will commence November 2022.

Net loss increased over the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 primarily due to the change in fair value of the derivative liabilities recognized in the two periods.

The Company’s cash flow for the nine months ended September 30, 2022 yielded a net increase of $10,607,050 primarily due to the cash raised from the closing of private placements and a prospectus during the period, but which was partially used to pay for upfront costs to the drilling program. During the nine months ended September 30, 2021, the Company yielded a net increase of cash for $1,262,856, primarily from proceeds received on the exercise of warrants, options, and loan proceeds received.

The Company’s total assets increased primarily as a result increases in cash from the closing of the various financings completed in the period, coupled with advance payments made for drilling work expected to be completed in the last quarter of 2022.

| 6 |

| --- |

The following table sets forth selected interim financial information for the Company for the three and nine month periods ended September 30, 2022 and 2021 and should be read in conjunction with the Company’s consolidated financial statements and related notes thereto for such periods.

The condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and are expressed in United States dollars. The condensed consolidated interim financial statements for the nine months ended September 30, 2022 are the first that the Company has prepared in accordance with IFRS (see Note 2 for details on First-Time Adoption of IFRS in the consolidated interim financial statements).

	For the nine months ended September 30
	2022 ()		2021 ()
Total revenue
Net loss attributable to the Company		)		)
Net loss per share (basic and diluted)		)		)

All values are in US Dollars.

	For the three months ended September 30
	2022 ()		2021 ()
Total revenue
Net (loss)/income attributable to the Company		)
Net (loss)/income per share (basic and diluted)		)

All values are in US Dollars.

	As at
	September 30, 2022		December 31, 2021
Total assets		31,258,254		6,521,629
Total current liabilities		1,958,853		1,489,747
Total non-current liabilities		8,595,413		9,493,112

Results of Operations

Threeand nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021

The net loss for the three months ended September 30, 2022 increased by $7,912,067 compared to the net income for the three months ended September 30, 2021 with a net loss of $2,464,875 recognized during the three months ended September 30, 2022 as compared to a net income of $5,447,192 for the three months ended September 30, 2021.

The net loss for the nine months ended September 30, 2022 increased by $2,354,369 compared to the net loss for the nine months ended September 30, 2021 with $4,349,804 recognized during the nine months ended September 30, 2022 as compared to a net loss of $1,995,435 for the nine months ended September 30, 2021.

| 7 |

| --- |

Factors contributing to the net income/loss for the three and nine month period included the following:

Revenue

Revenues increased by $198,563 from $879,207 for the three months ended September 30, 2021 to $1,077,770 for the three months ended September 30, 2022. The increase is primarily due to an increase in the price of oil and gas in the quarter ended September 30, 2022 compared to the quarter ended September 30, 2021. This is partially offset by a decrease in sales volume for the quarter ended September 30, 2022 compared to the quarter ended September 30, 2021.

Revenues increased by $752,344 from $2,837,024 for the nine months ended September 30, 2021 to $3,589,368 for the nine months ended September 30, 2022. The increase is primarily due to an increase in the price of oil and gas in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. This is partially offset by a decrease in sales volume for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.

Expenses

For the three months ended September 30, 2022, the Company incurred production expenses related to its Turkey operations of $647,464 (2021

• $774,249), depletion charges of $62,888 (2021 - $109,445), depreciation expense of $12,541 (2021 - $6,982) and asset retirement obligation accretion expense of $64,402 (2021 – $23,037). Production expenses decreased by $126,785 due to no natural gas production during the month of September 2022 on the SASB gas field due to the Company focusing on drilling operations on existing production platforms. Depletion decreased by $46,557 as a result of the decrease in production levels, while depreciation expenses increased due to the purchase of additional motor vehicles during the three months ended September 30, 2022. The change in accretion of asset retirement costs of $41,365 was recognized due to a change in estimate for the three months ended September 30, 2022 from the three months ended June 30, 2022 as a result of the increase in prime interest rates.

For the three months ended September 30, 2022, the Company had general and administrative expenses of $1,774,447, compared to $509,335 for the three months ended September 30, 2021. The increase is primarily due to an increase in salaries & wages of $486,364 primarily due to an increase in employees working the oil and gas operations and drilling programs in Turkey. There were also increases in advertising expenses of $56,561, professional fees of $155,155, and office expenses of $567,032, which are in line with the Company’s increased financing activities. $502,588 (2021 – $236,172) in expenses were from the North American head office and $1,271,859 (2021 - $273,163) for the Turkey office.

For the three months ended September 30, 2022, the Company had investor relations expenses of $151,474, compared to $70,721 for the three months ended September 30, 2021. The increase is primarily due to increased spending for exposure in various markets.

For the three months ended September 30, 2022, the Company recorded stock-based compensation of $1,410,291 compared to $Nil for the three months ended September 30, 2021. The increase is due to the grant of 2,560,000 stock options, and the accrual for the obligation to issue RSUs to various directors and officers of the Company pursuant to employment contracts and agreements between the parties.

For the nine months ended September 30, 2022, the Company incurred production expenses related to its Turkey operations of $2,004,869 (2021

• $2,008,383), depletion charges of $211,761 (2021 - $343,158), depreciation expense of $56,517 (2021 - $20,790) and asset retirement obligation accretion expense of $147,307 (2021 - $68,864). Production expenses for the nine months ended September 30, 2022 were consistent with the comparative period in 2021as increased production costs for the first eight months were offset by the halt on production in the month of September 2022 on the SASB gas field. Depletion decreased by $131,397 as a result of a decrease in production levels, while depreciation expenses increased due to the purchase of additional equipment during the nine months ended September 30, 2022. Accretion of asset retirement costs increased by $78,443 for the nine months ended September 30, 2022 primarily due to a change in the estimated risk free discount rate.

For the nine months ended September 30, 2022, the Company had general and administrative expenses of $4,108,997, compared to $1,540,138 for the nine months ended September 30, 2021. The increase is primarily due to an increase in salaries & wages of $1,295,998 primarily due to an increase in employees working the oil and gas operations and drilling programs in Turkey. Increases in advertising expenses of $353,143, professional fees of $327,796, and office expenses of $600,864 correspond with the Company’s increased financing activities and planned production ramp up. $2,182,892 (2021 – $839,158) in expenses were from the North American head office and $1,926,105 (2021 - $700,980) for the Turkey office.

| 8 |

| --- |

For the nine months ended September 30, 2022, the Company had investor relations expenses of $511,576, compared to $794,295 for the nine months ended September 30, 2021. The decrease is due to a one-time expense compensated through the issuance of shares during the nine months ended September 30, 2021 valued at approximately $560,000.

For the nine months ended September 30, 2022, the Company recorded stock based compensation of $1,495,012 compared to $161,291 for the nine months ended September 30, 2021. The increase is due to the grant of 2,560,000 stock options, and the accrual for the obligation to issue RSUs to various directors and officers of the Company pursuant to employment contracts and agreements between the parties..

OtherIncome (Expense)

For the three months ended September 30, 2022, the Company had other income of $580,862 compared to other income of $6,061,754 for the three months ended September 30, 2021. Other income for the three months ended September 30, 2022 consists mainly of the gain from the change in the fair value of the derivative liability of $66,797 (2021 – $6,205,914 and foreign exchange gain of $907,864 (2021 – loss of $12,340), offset by finance costs of $22,649 (2021 - $88,502), a loss on debt extinguishment of $105 (2021 – $13,718), and the provision for the settlement agreement of $379,919 (2021 - $Nil). For the three months ended September 30, 2022, the derivative liability arises from the Company’s warrants which are exercisable in US dollars as they have an exercise price denominated in a currency other than the Company’s functional currency of the Canadian dollar. Over the period, the value of the derivative liability decreased as a result of the exercise of 2,000,000 of the underlying warrants, offset by the increase in the Company’s share price from $0.21 as at July 1, 2022 to $0.32 as at September 30, 2022.

For the nine months ended September 30, 2022, the Company had other income of $596,867 compared to other income of $104,460 for the nine months ended September 30, 2021. Other income for the nine months ended September 30, 2022 consists mainly of the loss from the change in the fair value of the derivative liability of $294,373 (2021 – gain of $507,446) ), the provision for the settlement agreement of $379,919 (2021 - $Nil), and finance costs of $52,097 (2021 - $137,884), offset by a gain on debt extinguishment of $71,131 (2021 – loss of $159,383), and foreign exchange gain of $1,236,484 (2021 – loss of $13,258). For the nine months ended September 30, 2022, the derivative liability arises from the Company’s warrants which are exercisable in US dollars as they have an exercise price denominated in a currency other than the Company’s functional currency of the Canadian dollar. Over the period, the value of the derivative liability decreased as a result of the exercise of 2,000,000 of the underlying warrants, offset by the increase in the Company’s share price from $0.15 as at January 1, 2022 to $0.32 as at September 30, 2022.

TotalAssets

As at September 30, 2022, total assets increased by $24,736,625 from $6,521,629 as at December 31, 2021 to $31,258,254 as at September 30, 2022. The increase in total assets was primarily a result of an increase in cash of $10,607,050 coupled by an increase in the Company’s prepaid expenses and oil and gas property. The increase in cash is primarily a result of aggregate proceeds received of approximately $18 million CAD in gross proceeds pursuant to private placements closed in March 2022 and aggregate proceeds received of approximately $22 million CAD in gross proceeds pursuant to a prospectus closed in June 2022. The increase in prepaid expenses relates to advances made for drilling work that is expected to commence in Q4 2022 and the increases in the oil and gas property reflect work performed in the Company’s SASB fields in Turkey.

| 9 |

| --- |

TotalNon-current Liabilities

Total non-current liabilities as at September 30, 2022 decreased by $897,699 from $9,493,112 as at December 31, 2021 to $8,595,413 as at September 30, 2022. The decrease in total non-current financial liabilities was primarily a result of a $869,271 decrease in asset retirement obligation as a result of changes in estimates in risk free discount rate. This decrease was coupled by a decrease in derivative liabilities of $47,288 resulting from the change in functional currency from US dollars to Canadian dollars.

Summary of Quarterly Results

The financial information in the following tables summarizes selected financial information for the Company for the last eight quarters which was derived from annual financial statements prepared in accordance with IFRS and are expressed in United States dollars.

	September 30,<br> 2022 ()		June 30, 2022 ()		March 31, 2022 ()		December<br> 31, 2021 ()
Revenue
Net Income (Loss)		)				)
Net Income (Loss) per share (basic and diluted)		)				)
Net and comprehensive income (Loss)		)		)		)		)

All values are in US Dollars.

	2021
	September 30,<br> 2021 (	June 30, <br>2021 ()	March 31,<br> 2021 ()		December 31,<br> 2020 ()
Revenue
Net Income (Loss)				)		)
Net Income (Loss) per share (basic and diluted)				)		)
Net and comprehensive income (Loss)				)		)

All values are in US Dollars.

Summaryof Results During Prior Eight Quarters

Net loss increased for the three months ended September 30, 2022 by $2,511,121 compared to the three months ended June 30, 2022 from a net income of $46,246 to a net loss of $2,464,875. The increase is primarily due to $1,410,291 in stock based compensation recognized in the three months ended September 30, 2022 as a result of the grant of options and accrual of RSUs compared to $Nil for the 3 months ended June 30, 2022. This is coupled with an increase of $551,797 in general and administrative expenses as a result of increased salaries and wages during the quarter, a decrease of $420,203 in revenue as a result of reduced gas production in the month of September, offset by significant fluctuations in foreign exchange rates resulting in a gain of $907,864 recognized for the three months ended September 30, 2022 compared to a gain of $449,745 in the three months ended June 30, 2022.

Net loss decreased for the three months ended June 30, 2022 by $1,977,421 compared to the three months ended March 31, 2022 from a net loss of $1,931,175 to a net income of $46,246. The decrease is primarily due to a loss from the change in fair value of derivative liabilities of $568,773 recognized for the three months ended March 31, 2022 compared to a gain of $207,604 from the change in fair value of derivative liabilities recognized for the three months ended June 30, 2022, representing a total change of $776,377. This is coupled with a change in accretion on the Company’s ARO of $366,751, from recognizing an expense of $224,828 for the three months ended March 31, 2022 to recognizing a recovery of $141,923 for the three months ended June 30, 2022 as a result of changes in the estimated risk-free interest rate. Foreign exchange rates also fluctuated such that a gain of $449,381 was recognized for the three months ended June 30, 2022 compared to a loss of $121,125 was recognized for the three months ended March 31, 2022. Revenues increased by $484,348 primarily as a result of fluctuating oil sales prices between Q1 2022 and Q2 2022.

| 10 |

| --- |

Net loss increased for the three months ended March 31, 2022 by $2,016,157 compared to the three months ended December 31, 2021 from a net income of $84,982 to a net loss of $1,931,175. The increase is primarily due to a gain from the change in fair value of derivative liabilities of $966,192 recognized for the three months ended December 31, 2021 and a loss of $568,773 from the change in fair value of derivative liabilities recognized for the three months ended March 31, 2022, representing a total change of $1,534,965. This is coupled with an increase of $403,874 in general and administrative expenses for the three months ended March 31, 2022 compared to the three months ended December 31, 2021. Revenues increased by $149,922 primarily as a result of fluctuating oil sales prices between Q4 2021 and Q1 2022.

Net income decreased for the three months ended December 31, 2021 by $5,279,906 compared to the three months ended September 30, 2021. This is mainly attributable to a decrease in the gain from the change in fair value of derivative liability of $5,239,722 from $6,205,914 for the three months ended September 30, 2021 to $966,192 for the three months ended December 31, 2021. This decrease is a result of the warrants underlying the derivative liability expiring during the three months ended September 30, 2021. Revenues stayed fairly consistent between Q3 and Q4, 2021 with a slight decrease of $15,504.

Net income increased for the three months ended September 30, 2021 by $3,532,545 compared to the three months ended June 30, 2021. This is mainly attributable to an increase in the gain from the change in fair value of derivative liability of $3,173,786 from $3,032,128 for the three months ended June 30, 2021 to $6,205,914 for the three months ended September 30, 2021. The increase is a result of the Company’s decreasing share price as at September 30, 2021 compared to June 30, 2021 which is used to re-value the derivative liability at period end. Revenues decreased by $134,048 primarily as a result of fluctuating oil sales prices between Q2 2021 and Q3 2021.

A net income of $1,832,343 was recorded for the three months ended June 30, 2021 compared to a net loss of $9,354,788 for the three months ended March 31, 2021, representing a change of $11,254,389. This is mainly attributable to an increase in the gain from the change in fair value of derivative liability of $11,762,724 from ($8,730,596) for the three months ended March 31, 2021 to $3,032,128 for the three months ended June 30, 2021. The increase is a result of the Company’s decreasing share price as at June 30, 2021 compared to March 31, 2021 which is used to re-value the derivative liability at period end. Revenues increased by $68,693 primarily as a result of fluctuating oil sales prices between Q1 2021 and Q2 2021.

Net loss increased for the three months ended March 31, 2021 by $8,225,164 compared to the three months ended December 31, 2020. This is mainly attributable to an increase in the loss from the change in fair value of derivative liability of $8,887,164 from ($156,568) for the three months ended December 31, 2020 to ($8,730,596) for the three months ended March 31, 2021. The increase is a result of the Company’s increasing share price as at March 31, 2021 compared to December 31, 2020 which is used to re-value the derivative liability at period end. Revenues increased by $133,369 primarily as a result of fluctuating oil sales prices between Q4 2020 and Q1 2021.

Net loss decreased for the three months ended December 31, 2020 by $53,751 compared to the three months ended September 30, 2020. This is mainly attributable to an increase in revenues of $317,584 as a result of increasing oil sales prices between Q3 and Q4 2020. This is offset by an increase in production costs of $201,354 and increase in stock based compensation of $76,177.

Liquidity and Capital Resources

The following table summarizes our liquidity position in USD:

	September 30, 2022 ()	December 31, 2021 ()
Cash
Working capital
Total assets
Total liabilities
Stockholders’ equity (deficiency)			)

All values are in US Dollars.

| 11 |

| --- |

During the nine months ended September 30, 2022, working capital increased to $14,545,995 from a working capital of $342,551 as at December 31, 2021. The $14,203,444 increase in working capital is attributable to an increase in cash of $10,607,050 primarily from the proceeds received for private placements completed in March and June 2022. Furthermore, with the increase in cash, the Company paid off current liabilities.

The Company is fully funded for its next 12 months of operations, which include its 7 well drilling program, as during the nine months ended September 30, 2022, the Company completed a private placement and prospectus for approximately $41.5M CAD (US$31M) in gross proceeds. The Company also intended to invest its cashflow from revenues generated by its 7 well drilling program into additional wells.

Operating,Investing and Financing Activities

The chart below highlights the Company’s cash flows:

	September 30, 2022 ()		September 30, 2021 ()
Net cash provided by (used in):
Operating activities		)		)
Investing activities		)		)
Financing activities
Effect of exchange rate on cash and cash equivalents
Increase (decrease) in cash, cash equivalents, and restricted cash

All values are in US Dollars.

CashUsed in Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2022 was $5,470,698, compared to $1,108,363 cash used in operating activities for nine months ended September 30, 2021. The current period loss of $4,349,804 was coupled with $3,709,547 in changes in working capital items and offset by $2,588,653 in net non-cash items for the nine months ended September 30, 2022. This compares to a loss of $1,995,435, coupled by $316,436 in changes in working capital items and offset by $1,203,508 in net non-cash items for the nine months ended September 30, 2021.

CashUsed in Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2022 was $13,351,827, compared to $52,332 used for the nine months ended September 30, 2021. Oil and gas properties expenditures increased to $13,202,574 from $51,615 in the comparative period and property and equipment expenditures increased to $149,253 from $717 in the comparative period.

CashProvided by Financing Activities

We have funded our business to date from sales of our common stock through private placements and loans from shareholders.

Net cash provided by financing activities for the nine months ended September 30, 2022 was $28,610,599, compared to $2,369,025 for the nine months ended September 30, 2021. Cash provided by financing activities in the current period was primarily related to $29,171,862 in proceeds, net of stock issuance costs, for the issuance of stock related to private placements and warrant and option exercises offset by note repayments. In the comparative period cash from financing activities was primarily related to the issuance of common shares, partially offset by repayment of note payable.

| 12 |

| --- |

FutureOperating Requirements

Based on our current plan of operations, which includes seven additional production wells, we estimate that we will have sufficient funds to cover our plan of operations over the next 12 months and that our cash on hand of $11,634,040 along with our revenue generated from initial wells in the SASB Development Program will be sufficient to fund our planned operations over the next 12 months.

Our current plan of operations is the continuation of drilling production wells at SASB to increase gas production. We expect to incur further capital expenditures in excess of $20 million within the next 12 months. As each of the wells is expected to generate cashflow as they are brought online and as cash receipts from production are obtained on a monthly basis, our cash position will be enhanced and capital outlays will be covered, such that increasing sales revenue will contribute positively to the Company’s working capital and future anticipated capital expenditures.

Subsequent to the completion of the Initial Work Program, the Company plans to drill up to 10 additional wells over the next eight to 30 months using cashflow from operations generated by the first seven wells. Based on our 49% interest, we project that we will incur between $50 to $74 million in additional capital expenditures, which include a mixture of production and exploration wells. Based on our current cost, production estimates and forecasted commodity prices, we expect that cashflow generated from the Initial Work Program will be sufficient to cover all of the capital cost of the second phase of drilling as described within this paragraph.

As of September 30, 2022, the Company had unrestricted cash of US$11,634,040 and current liabilities of US $1,958,853 which it anticipates is sufficient to cover its plan of operations over the next 12 months

Transactions with Related Parties

At September 30, 2022, accounts payable and accrued liabilities included $113,223 (December 31, 2021 - $13,831) due to related parties. The amounts are unsecured, non-interest bearing and due on demand. A breakdown of the amounts owing by related party as at September 30, 2022 as follows:

Name	Relationship	Amounts owing
Arthur Halleran	Chief Executive Officer (“CEO”) and director	$	(9,243	)
Ozge Karalli	Chief Financial Officer (“CFO”)	$	5,920
David M. Thompson	Director and former CFO	$	95,509
Kubilay Yildirim	Chief Operating Officer (“COO”) and Director	$	19,600
Barry Wood	Director	$	1,437

During the nine months ended September 30, 2022, management fees, bonuses and salaries of $537,227 (2021 - $176,930), director fees of $54,000 (2021 - $42,000), and stock-based compensation of $1,163,647 (2021 - $Nil) were incurred to related parties. A breakdown of the fees incurred by related party during the nine months ended September 30, 2022 as follows:

Salary Bonuses & Management fees

Name	Relationship	Amount
Arthur Halleran	Chief Executive Officer (“CEO”) and director	$	266,475
Ozge Karalli	Chief Financial Officer (“CFO”)	$	34,341
Kubilay Yildirim	Chief Operating Officer (“COO”) and Director	$	153,411
David M. Thompson	Director and former CFO	$	83,000

| 13 |

| --- |

Directors’ fees paid in cash

Name	Relationship	Amount
Arthur Halleran	Chief Executive Officer (“CEO”) and director	$	13,500
David M. Thompson	Director and former CFO	$	13,500
Kubilay Yildirim	Chief Operating Officer (“COO”) and Director	$	13,500
Barry Wood	Director	$	13,500

Stock based Compensation

Name	Relationship	Amount
Arthur Halleran	Chief Executive Officer (“CEO”) and director	$	634,519
Ozge Karalli	Chief Financial Officer (“CFO”)	$	117,392
David M. Thompson	Director and former CFO	$	44,925
Kubilay Yildirim	Chief Operating Officer (“COO”) and Director	$	369,102
Barry Wood	Director	$	187,874

During the nine months ended September 30, 2022, the Company issued 2,000,000 (2021 - 1,416,667) units or units to the CEO (or related parties to the CEO) for the settlement of accounts payable owed to the CEO in the amount of $242,513 (2021 - $70,833), resulting in no gain or loss.

Pursuant to agreements between the four directors and the Company, each of the four directors shall be granted 200,000 fully vested RSUs upon each anniversary of the contract and three of the four directors shall be granted 250,000 fully vested RSUs upon successful spudding of the first well by the Company. For three of the four directors, the amount of RSUs shall be indexed pro-rata to account for any dilution incurred by subsequent share issuance by the Company. As at September 30, 2022, each of the four directors is owed 200,000 RSUs pursuant to the contract and three of the four directors are owed 250,000 RSUs each for the successful spudding of the first well. For three of the four directors, an additional 291,947 RSUs are owed each, pursuant to the dilution clause. The value of these RSUs owing is calculated to be $608,546.

Pursuant to the CEO’s employment agreement certain bonuses, RSU’s and other compensation accrued upon certain events occurring. During the quarter, 100,000 RSUs were accrued as an annual grant; 750,000 RSU’s accrued based on the successful financing of the SASB Development Program; 250,000 RSU’s accrued upon the successful spudding of the first well of the SASB Development Program; and 146,406 RSU’s accrued pursuant to dilution provisions in the employment agreement.

As at September 30, 2022, an obligation to issue 1,246,406 RSU shares valued at $350,162 exists relating to the vesting of RSUs is owed to the CEO pursuant to the above.

On or about July 15,2022, the Company appointed a new Chief Financial Officer “CFO” and pursuant to the employment agreement with the Company, the CFO shall receive:

●	100,000<br> fully vested RSUs upon the first anniversary of the agreement;
●	150,000<br> fully vested RSUs upon the second anniversary of the agreement;
●	For<br> each subsequent year, the number of RSUs is determined in context of the market price of the shares and in respect to the performance<br> of the Company;
●	A<br> bonus of 100,000 RSUs plus the sum of $15,000 cash paid upon the successful completion of the company’s phase A drilling program<br> at the SASB gas field;
●	A<br> bonus of 125,000 RSUs plus the sum of $20,000 cash paid upon the successful completion of at least an additional seven wells as part<br> of the Company’s phase B drilling program at the SASB gas field; and
●	A<br> bonus of $25,000 cash upon the executive arranging a credit line for SASB of at least $5,000,000.

As at September 30, 2022, an obligation to issue shares of $5,739 exists relating to the vesting of RSUs owed to the CFO.

| 14 |

| --- |

On or about July 15,2022, the Company appointed a Chief Operating Officer “COO”, were pursuant to an employment agreement with the Company, the COO shall receive:

●	125,000<br> fully vested RSUs upon the first anniversary of the agreement;
●	150,000<br> fully vested RSUs upon the second anniversary of the agreement;
●	For<br> each subsequent year, the number of RSUs is determined in context of the market price of the shares and in respect to the performance<br> of the Company;
●	A<br> bonus of 100,000 RSUs plus the sum of $15,000 cash paid upon the successful completion of the company’s phase A drilling program<br> at the SASB gas field; and
●	A<br> bonus of 125,000 RSUs plus the sum of $20,000 cash paid upon the successful completion of at least an additional seven wells as part<br> of the Company’s phase B drilling program at the SASB gas field;

As at September 30, 2022, an obligation to issue shares of $7,174 exists relating to the vesting of RSUs owed to the COO.

On August 18, 2022, the Company entered into a settlement agreement with the former CFO of the Company upon resignation, whereupon the Company will issue/pay:

●	325,000<br> common shares with a fair value of $94,300 (not issued as at September 30, 2022);
●	$210,000<br> in cash to be paid as follows:
○	$110,000<br> paid upon execution of the agreement (Paid);
---	---
○	$50,000<br> to be paid on or before January 31, 2023 (Unpaid);
○	$50,000<br> to be paid on or before March 31, 2023 (Unpaid);
●	200,000<br> RSUs with a fair value of $58,031 for services rendered as a director (not issued as at September 30, 2022);
---	---
●	75,000<br> RSUs with a fair value of $21,761 for services rendered as an audit committee member (Not issued as at September 30, 2022);

As at September 30, 2022, an obligation to issue shares of $174,093 exists relating to the common shares and RSUs owed to the former CFO.

Obligation to issue shares to Executives and Directors

Name	Relationship	Shares owing		Amount
Arthur Halleran	Chief Executive Officer (“CEO”) and director		1,988,354	$	538,036
Ozge Karalli	Chief Financial Officer (“CFO”)		20,833	$	5,739
David M. Thompson	Director and former CFO		800,000	$	219,018
Kubilay Yildirim	Chief Operating Officer (“COO”) and Director		767,989	$	195,048
Barry Wood	Director		741,948	$	187,874

During the nine months ended September 30, 2022, the Company issued Nil (2021 - 5,146,667) common shares relating to the exercise of Nil (2021 – 4,476,667) warrants and Nil (2021 – 670,000) options held by related parties. As consideration, the Company entered into promissory note agreements with the related parties for total principal receivable by the Company of $Nil (2021 - $518,820 (CAD$648,078)). Refer to Note 11 of the accompanying condensed consolidated interim financial statements. As at September 30, 2022, notes receivable included $450,325 (December 31, 2021 - $517,985) due from related parties. The amounts are unsecured, bear interest at 5% per annum and mature between one to two years from grant. A breakdown of the amounts owed by related party as at September 30, 2022 as follows:

Name	Relationship	Amount
Arthur Halleran	Chief Executive Officer (“CEO”) and director	$	417,182
Kubilay Yildirim	Chief Operating Officer (“COO”) and Director	$	33,143

| 15 |

| --- |

Risk Management

The Company is exposed to varying degrees to a variety of financial instrument and other risks:

Foreignexchange risk

Foreign exchange risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. Foreign exchange risks are closely monitored, and attempts are made to match foreign cash inflows and outflows. As at September 30, 2022, the Company is primarily exposed to foreign exchange risk through its cash and cash equivalents denominated in Canadian dollars and Turkish Lira. The Company mitigates foreign exchange risk by monitoring foreign exchange rate trends and evaluating reinvestment opportunities when possible. The Company does not currently hedge its foreign exchange risk. Based on current exposures as at September 30, 2022 and assuming that all other variables remain constant, a 10% appreciation or depreciation of the Canadian dollar or Turkish Lira against the United States dollar would result in a gain or loss of approximately $536,221 in the Company’s consolidated statements of loss and comprehensive loss, respectively

Creditrisk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash and trade and other receivables are exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. The Company has determined that no allowance is required as all amounts outstanding are considered collectible. During the nine months ended September 30, 2022, the Company incurred $nil in bad debt expense (2021 - $nil).

Interestrate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s outstanding debt bears interest at fixed rates. As a result, at September 30, 2022, the Company is not exposed significant interest rate risk.

Liquidityrisk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages liquidity risk by maintaining sufficient cash balances to enable settlement of transactions on the due date. The Company addresses its liquidity by raising capital through the issuance of debt and equity. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future.

Generalrisks

Petroleum and natural gas exploration and production can involve environmental risks such as litigation, physical and regulatory risks. Physical risks include the pollution of the environment, climate change and destruction of natural habitat, as well as safety risks such as personal injury. The Company works hard to identify the potential environmental impacts of its new projects in the planning stage and during operations. The Company conducts its operations with high standards in order to protect the environment, its employees and consultants, and the general public. We maintain current insurance coverage for comprehensive and general liability as well as limited pollution liability. The amount and terms of this insurance are reviewed on an ongoing basis and adjusted as necessary to reflect current corporate requirements, as well as industry standards and government regulations. Without such insurance, and if the Company becomes subject to environmental liabilities, the payment of such liabilities could reduce or eliminate its available funds or could exceed the funds the Company has available and result in financial distress.

| 16 |

| --- |

Climatechange risks

Our exploration and production infrastructure and other operations and activities emit greenhouse gasses (“GHG”) which may require us to comply with federal and/or provincial GHG emissions legislation. Climate change policy is evolving at regional, national and international levels, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place to prevent climate change or mitigate our effects. The direct or indirect costs of compliance with GHG-related regulations may have a material adverse effect on our business, financial condition, results of operations and prospects. Some of our significant facilities may ultimately be subject to future regional, provincial and/or federal climate change regulations to manage GHG emissions. In addition, climate change has been linked to long-term shifts in climate patterns and extreme weather conditions both of which pose the risk of causing operational difficulties.

Off-Balance Sheet Arrangements

During 2018 the Company entered into an agreement to grant to a consultant of the Company a 2% (two percent) gross overriding royalty on petroleum substances produced from certain of its currently undeveloped exploration properties, namely: Block 1-11 Vranino situated in Dobrich District, Bulgaria. The Grant of the royalty agreement was for services involving technical and corporate advisory services.

Disclosure of Outstanding Share Data

The Company’s authorized share capital consists of an unlimited number of common shares of which 373,854,474 were issued and outstanding as of September 30, 2022. As of the date of this MD&A, the total number of outstanding common shares was 377,684,474.

As at September 30, 2022, the following stock options were outstanding, entitling the holders thereof the right to purchase one common share for each option held as follows:

Outstanding		Exercise Price		Expiry Date	Vested
	1,750,000		0.12	October 24, 2023		1,750,000
	3,800,000		0.13	September 19, 2024		3,800,000
	640,000		0.06	July 31, 2025		640,000
	415,000		0.07	December 17, 2022		415,000
	2,560,000		0.22	July 26, 2025		1,400,000
	250,000		0.28	June 6, 2026		250,000
	9,415,000					8,255,000

As of the date of this MD&A, the following stock options were outstanding, entitling the holders thereof the right to purchase one common share for each option held as follows:

Outstanding		Exercise Price		Expiry Date	Vested
	1,750,000		0.12	October 24, 2023		1,750,000
	3,800,000		0.13	September 19, 2024		3,800,000
	340,000		0.06	July 31, 2025		340,000
	415,000		0.07	December 17, 2022		415,000
	2,560,000		0.22	July 26, 2025		1,400,000
	250,000		0.28	June 6, 2026		250,000
	9,115,000					7,955,000

| 17 |

| --- |

As at September 30, 2022, the following warrants were outstanding, entitling the holders thereof the right to purchase one common share for each warrant held as follows:

Outstanding		Exercise Price		Expiry Date
	1,000,000		0.16 USD	November 21, 2022*
	50,000		0.32 USD	June 6, 2023
	1,962,999		0.07 USD	November 21, 2022*
	1,200,000		0.09 USD	November 21, 2022*
	358,080		0.08 USD	November 21, 2022*
	660,000		0.10 USD	November 21, 2022*
	21,705,438		0.33 USD	March 15, 2024
	3,383,939		0.33 USD	March 16, 2024
	2,954,545		0.33 USD	March 17, 2024
	10,614,123		0.33 USD	March 18, 2024
	21,431,754		0.33 USD	March 24, 2024
	2,653,000		0.33 USD	March 28, 2024
	36,268,450		0.36 USD	June 29, 2025
	3,001,440		0.23 USD	June 29, 2025
	625,000		0.36 USD	June 29, 2025
	107,868,768

* The Company accelerated the noted warrants on October 20, 2022 pursuant to the terms of the warrant agreements such that the warrants expire if not exercised by November 21, 2022

As of the date of this MD&A, the following warrants were outstanding, entitling the holders thereof the right to purchase one common share for each warrant held as follows:

Outstanding		Exercise<br> Price		Expiry<br> Date
	50,000		0.32<br> USD	June<br> 6, 2023
	21,705,438		0.33<br> USD	September<br> 30, 2023
	3,383,939		0.33<br> USD	March<br> 15, 2024
	2,954,545		0.33<br> USD	March<br> 16, 2024
	10,614,123		0.33<br> USD	March<br> 17, 2024
	21,331,754		0.33<br> USD	March<br> 18, 2024
	2,653,000		0.33<br> USD	March<br> 24, 2024
	36,268,450		0.36<br> USD	March<br> 28, 2024
	1,501,440		0.23<br> USD	June<br> 29, 2025
	1,375,000		0.36<br> USD	June<br> 29, 2025
	250,000		0.36<br> USD	November<br> 2, 2025
	102,087,689

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with IFRS. The consolidated interim financial statements for the nine months ended September 30, 2022 are the first that has been prepared in accordance with IFRS. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

| 18 |

| --- |

We believe that our critical accounting policies and estimates include the following:

RevenueRecognition

Revenuefrom Contracts with Customers

The Company recognizes revenue when it satisfies its performance obligation(s) by transferring control over a product to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those products.

PerformanceObligations and Significant Judgments

The Company sells oil and natural gas products in Turkey. The Company enters into contracts that generally include one type of distinct product in variable quantities and priced based on a specific index related to the type of product.

The oil and natural gas are typically sold in an unprocessed state to processors and other third parties for processing and sale to customers. The Company recognizes revenue at a point in time when control of the oil is transferred. For oil sales, control is typically transferred to the customer upon receipt at the wellhead or a contractually agreed upon delivery point. Under the Company’s natural gas contracts with processors, control transfers upon delivery at the wellhead or the inlet of the processing entity’s system. For the Company’s other natural gas contracts, control transfers upon delivery to the inlet or to a contractually agreed upon delivery point. In the cases where the Company sells to a processor, the Company has determined that the Company is the principal in the arrangement and the processors are the Company’s customers. The Company recognizes the revenue in these contracts based on the net proceeds received from the processor.

Transfer of control drives the presentation of transportation and gathering costs within the accompanying consolidated statements of loss and comprehensive loss. Transportation and gathering costs incurred prior to transfer of control are recorded within the general and administrative expense line item on the accompanying consolidated statements of loss and comprehensive loss, while transportation and gathering costs incurred subsequent to control transfer are recorded as a reduction to the related revenue.

A portion of the Company’s product sales are short-term in nature. For those contracts, the Company uses the practical expedient in IFRS 15 “Revenue from Contracts with Customers” (“IFRS 15”) Paragraph 121 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

For the Company’s product sales that have a contract term greater than one year, the Company uses the practical expedient in IFRS 15 Paragraph 121(a) which states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to an unsatisfied performance obligation. Under these sales contracts, each unit of product represents a separate performance obligation; therefore, future volumes are unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company has no unsatisfied performance obligations at the end of each reporting period.

The Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. There is a low level of uncertainty due to the precision of measurement and use of index-based pricing with predictable differentials. Additionally, any variable consideration identified is not constrained.

AccountsReceivable

Accounts receivable consist of oil and gas receivables. The Company has classified these as short-term assets in the balance sheet because the Company expects repayment or recovery within the next 12 months. The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected unrecoverable amounts. The Company deems all accounts receivable to be collectable and has not recorded any allowance for doubtful accounts.

| 19 |

| --- |

Explorationand Evaluation Assets

Pre-license exploration costs are recognized in the consolidated statement of operations and comprehensive loss as incurred.

The costs to acquire non-producing oil and gas properties or licenses to explore, drill exploratory wells and the costs to evaluate the commercial potential of underlying resources, including related borrowing costs, are initially capitalized as exploration and evaluation assets.

Exploration and evaluation assets are subject to technical, commercial and management review to confirm the continued intent to develop and extract the underlying resources. If an area or exploration well is no longer considered commercially viable, the related capitalized costs are charged to exploration expense.

Exploration and evaluation assets are not subject to depreciation, depletion and amortization.

When management determines with reasonable certainty that an exploration and evaluation asset will be developed, as evidenced by the classification of proved or probable reserves and the appropriate internal and external approvals, the asset is transferred to oil and gas properties.

Oiland gas properties

Oil and gas properties (“O&G”) include exploration and evaluation expenditures, development and productions costs, less accumulated depletion and depreciation and accumulated impairment loss. O&G are grouped into cash generating units for impairment testing. The Company has grouped its O&G into two CGUs: the Cendere Oil Field and SASB Gas Field.

When significant parts of an item of O&G have different useful lives, they are accounted for as separate items (major components).

Costs incurred subsequent to the determination of technical feasibility and commercial viability and the costs of replacing parts of O&G are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred. Such capitalized items generally represent costs incurred in developing proved and/or probable reserves and bringing on or enhancing production from such reserves and are accumulated on a field or geotechnical area basis. The carrying amount of any replaced or sold component is derecognized. The costs of the day-to-day servicing of oil ang gas properties are recognized in profit or loss as incurred.

The net carrying value of oil and gas properties is depleted using the unit-of-production method by reference to the ratio of production in the year to the related proved reserves, taking into account estimated future development costs necessary to bring those reserves into production. These estimates are reviewed by independent reservoir engineers at least annually.

Stock-basedcompensation

Under the company’s share-based compensation plans, share-based awards may be granted to executives, employees and nonemployee directors.

Stock options that give the holder the right to purchase common shares are accounted for as equity-settled plans. The expense is based on the fair value of the options at the time of grant using the Black-Scholes options pricing model and is recognized over the vesting periods of the respective options. A corresponding increase is recorded to option reserve. Consideration paid to the company on exercise of options is credited to share capital and the associated amount in contributed surplus is reclassified to share capital.

| 20 |

| --- |

UnitOfferings

Common shares are classified as equity. Proceeds from unit placements are allocated between shares and warrants issued using the residual method. The residual method first allocates fair value to the component with the best evidence of fair value and then the residual value, if any, to the less easily measurable component. The fair value of the common shares, measured on date of issue, was determined to be the component with the best evidence of fair value. The balance, if any, was allocated to the attached warrants. Costs directly identifiable with share capital financing are charged against share capital.

Initialadoption of new accounting standards

The Company adopted IFRS for the first time effective for the nine months ended September 30, 2022, with a transition date on January 1, 2021. See Note 2(r) of the accompanying condensed consolidated interim financial statements for the nine months ended September 30, 2022 and 2021 for details on the adoption.

Subsequent Events

Subsequent to September 30, 2022, the Company issued 2,840,000 shares pursuant to the exercise of 2,840,000 warrants ranging from $0.10 - $0.31 CAD (USD$0.08 – $0.27) for gross proceeds of $405,400 CAD (USD$337,400).

Subsequent to September 30, 2022, the Company issued 1,500,000 shares and granted 750,000 warrants pursuant to the exercise of 1,500,000 broker warrant units at $0.31 CAD (USD$0.27) for gross proceeds of $465,000 CAD (USD$338,462).

Subsequent to September 30, 2022, the Company issued 300,000 shares pursuant to the exercise of 300,000 options at $0.08 CAD (approximately USD$0.06) for gross proceeds of $24,000 CAD (USD$18,000).

Subsequent to September 30, 2022, the Company issued 600,000 shares pursuant to the grant and immediate vesting of RSUs

Subsequent to September 30, 2022, the Company granted 250,000 broker warrants pursuant to the public offering completed in June 2022 of units of the Company at a price of $0.31 CAD per unit. Each warrant entitles the holder to acquire one common share at an exercise price of $0.50 for 36 months from the date of grant.

On October 21, 2022, the Company announced that it is electing to accelerate all Warrants issued during March 2021. The Warrants issued in March 2021 contain the following language: “In the event that company’s share prices close at a price of CAD $0.15 per share for a period of 10 consecutive trading days on the Canadian Security Exchange, the Company may accelerate the term of the March 2021 Warrants to a period of 30 days following notice by providing notice to the warrant holders in writing or by news release.” (“the Notice”) On November 21, 2022, a total of 12,442,663 warrants were accelerated pursuant to the Notice of which, 9,501,584 were exercised and 2,941,079 expired.

During November 2022, the Company commenced natural gas production from the South Akcakoca and Akcakoca-3 wells.

| 21 |

| --- |