Equibles

6-K

Trillion Energy International Inc. (TRLEF)

6-K 2023-08-25 For: 2023-06-30
View Original
Added on April 10, 2026

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

August

2023

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 six months ended June 30, 2023, and 2022 and Management Discussion and Analysis related thereto as filed in the SEDAR filing system.

Exhibits:
99.1 CONSOLIDATED INTERIM FINANCIAL STATEMENTs FOR THE SIX MONTHS ENDED June 30, 2023 AND 2022
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: August<br> 23, 2023 By: /s/ Ozge Karalli
Ozge<br> Karalli
Chief<br> Financial Officer

Exhibit99.1

Trillion

Energy International Inc.

CONDENSED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited- Stated in United States dollars)

TRILLION

ENERGY INTERNATIONAL INC.

Index

to Condensed Consolidated Interim Financial Statements

Page
Consolidated<br> interim statements of financial position (unaudited) 2
Consolidated<br> interim statements of operations and comprehensive loss (unaudited) 3
Consolidated<br> interim statements of stockholders’ deficiency (unaudited) 4
Consolidated<br> interim statements of cash flows (unaudited) 5
Notes<br> to the consolidated interim financial statements (unaudited) 7<br> - 24

TRILLION

ENERGY INTERNATIONAL INC.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in U.S. dollars)

Notes June 30, 2023<br><br> <br>(Unaudited) December<br> 31, 2022
ASSETS
Current<br> assets:
Cash<br> and cash equivalents $ 697,780 $ 926,061
Amounts<br> receivable 3 7,255,335 4,337,825
Prepaid<br> expenses and deposits 4 1,626,349 962,812
Total<br> current assets 9,579,464 6,226,698
Oil<br> and gas properties, net 5 37,166,186 30,049,794
Property<br> and equipment, net 6 731,453 741,727
Total<br> assets $ 47,477,103 $ 37,018,219
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities:
Accounts<br> payable and accrued liabilities 7,17 $ 18,432,797 $ 10,600,080
RSU<br> obligation 16 71,046 295,747
Loans<br> payable 8 121,445 145,866
Lease<br> liability 9 25,461 4,057
Total<br> current liabilities 18,650,749 11,045,750
Asset<br> retirement obligation 11 6,033,282 5,316,470
Loans<br> payable 8 - 20,689
Convertible<br> debt 10 9,937,255 -
Lease<br> liability 9 154,620 4,552
Derivative<br> liability - 4,827
Total<br> liabilities 34,775,906 16,392,288
Stockholders’<br> equity:
Share<br> capital 65,270,617 64,750,270
Notes<br> and amounts receivable for equity issued 12,17 (157,860 ) (1,062,062 )
Warrant<br> and option reserve 6,826,761 5,682,869
Shares<br> to be cancelled 7,645 7,645
Obligation<br> to issue shares 260,454 94,210
Accumulated<br> other comprehensive loss (14,716,570 ) (4,009,997 )
Accumulated<br> deficit (44,789,850 ) (44,837,004 )
Total<br> stockholders’ equity 12,701,197 20,625,931
Total<br> liabilities and stockholders’ equity $ 47,477,103 $ 37,018,219

Nature of operations (Note 1)

Subsequent events (Note 22)

APPROVED

BY THE BOARD OF DIRECTORS ON AUGUST 22, 2023:

“Arthur Halleran” “David Thompson”
Director Director

See

accompanying notes to condensed consolidated interim financial statements.

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TRILLION

ENERGY INTERNATIONAL INC.

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in U.S. dollars)

(Unaudited)

Notes 2023 2022 2023 2022
For the<br><br> <br>three months ended<br> <br>June 30, Six months ended<br><br> <br>June 30,
Notes 2023 2022 2023 2022
Revenue
Oil<br> and gas revenue, net 19 $ 5,816,662 $ 1,497,973 $ 11,962,601 $ 2,511,598
Cost<br> and expenses
Production 1,177,232 735,087 2,538,593 1,357,405
Depletion 5 979,768 82,324 2,938,921 148,873
Depreciation 6 (47,592 ) 32,796 126,247 43,976
Accretion<br> of asset retirement obligation 11 55,715 (141,923 ) 108,447 82,905
Stock-based<br> compensation 14,16 996,911 - 1,150,833 84,721
General<br> and administrative 18 1,839,962 1,406,350 4,024,641 2,694,652
Geological<br> and geophysical expenses 201,434 - 292,013 -
Total<br> expenses 5,203,430 2,114,634 11,179,695 4,412,532
Income<br> (Loss) before other income (expenses) 613,232 (616,661 ) 782,906 (1,900,934 )
Other<br> income (expense)
Interest<br> income 7,112 15,444 32,059 35,075
Finance<br> cost 8,9,10 (561,808 ) (9,839 ) (790,171 ) (57,756 )
Foreign<br> exchange loss (5,765,602 ) 449,745 (6,169,297 ) 328,620
Gain<br> (loss) on debt settlement 8,12,16 2,022 (46 ) (1,417 ) 71,236
Change<br> in fair value of derivative liability 15 985 207,603 4,827 (361,170 )
Gain<br> (loss) on net monetary position 3,479,814 - 6,188,247 -
Total<br> other income (expense) (2,837,477 ) 662,907 (735,752 ) 16,005
Net<br> income (loss) (2,224,245 ) 46,246 47,154 (1,884,929 )
Other<br> comprehensive income (loss)
Foreign<br> currency translation (11,404,361 ) (869,604 ) (10,706,573 ) (724,886 )
Comprehensive<br> income (loss) $ (13,628,606 ) $ (823,358 ) $ (10,659,419 ) $ (2,609,815 )
Income<br> (Loss) per share – Basic and diluted $ (0.01 ) $ (0.00 ) $ (0.00 ) $ (0.01 )
Income<br> (Loss) per share – Basic $ (0.01 ) $ (0.00 ) $ (0.00 ) $ (0.01 )
Income<br> (Loss) per share – Diluted $ (0.01 ) $ (0.00 ) $ (0.00 ) $ (0.01 )
Weighted<br> average shares outstanding – Basic and diluted 371,531,909 296,789,008 385,226,459 248,633,296
Weighted<br> average shares outstanding – Basic 371,531,909 296,789,008 385,226,459 248,633,296
Weighted<br> average shares outstanding – Diluted 371,531,909 296,789,008 385,226,459 248,633,296

See

accompanying notes to condensed consolidated interim financial statements.

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TRILLION

ENERGY INTERNATIONAL INC.

Condensed Consolidated Interim Statements of Stockholders’ Equity

(Expressed in U.S. dollars)

(Unaudited)

Shares Share<br> capital Warrant and option reserve Receivables for equity issued Obligation<br> to issue shares Shares to be cancelled Accumulated<br> other comprehensive income (loss) Accumulated<br> deficit Total
Balance, December 31, 2021<br> <br>(Restated) 185,169,793 $ 35,117,130 $ 1,165,170 $ (1,193,641 ) $ 7,450 $ 5,323 $ (847,412 ) $ (38,715,250 ) $ (4,461,230 )
Impact<br> of change in functional currency - - 309,737 - - - - - 309,737
Issuance<br> of common stock 179,194,841 29,097,585 2,253,535 - - - - - 31,351,120
Stock<br> issuance costs - (2,658,065 ) - - - - - - (2,658,065 )
Stock<br> issued for debt settlement 3,000,000 391,021 - (18,168 ) - - - - 372,853
Stock<br> issued for prepaid services 909,090 118,491 - - - - - - 118,491
Shares<br> issued for RSUs 700,000 92,171 - - (7,450 ) - - - 84,721
Warrants<br> exercised 451,250 86,388 (50,575 ) - - - - - 35,813
Options<br> exercised 250,000 36,097 (18,864 ) - - 2,338 - - 19,571
Finder’s<br> warrants issued - (1,782,560 ) 1,782,560 - - - - - -
Stock<br> to be issued for services - - - - 51,208 - - - 51,208
Comprehensive<br> loss - - - - - - (724,886 ) (1,884,929 ) (2,609,815 )
Balance,<br> June 30, 2022 369,674,974 $ 60,498,258 $ 5,441,563 $ (1,211,809 ) $ 51,208 $ 7,661 $ (1,572,298 ) $ (40,600,179 ) $ 22,614,404
Balance,<br> December 31, 2022 383,875,552 $ 64,750,270 $ 5,682,869 $ (1,062,062 ) $ 94,210 $ 7,645 $ (4,009,997 ) $ (44,837,004 ) $ 20,625,931
Balance,<br> value 383,875,552 $ 64,750,270 $ 5,682,869 $ (1,062,062 ) $ 94,210 $ 7,645 $ (4,009,997 ) $ (44,837,004 ) $ 20,625,931
Warrants<br> exercised 25,000 2,215 - - - - - - 2,215
Options<br> exercised 550,000 226,116 (90,524 ) - 166,244 - - - 301,836
Stock<br> issued for RSUs 1,010,000 149,390 - - - - - - 149,390
Stock<br> issued for debt settlement 500,000 142,626 - - - - - - 142,626
Stock-based<br> compensation - options - - 103,077 - - - - - 103,077
Stock-based<br> compensation – RSU’s - - 1,046,605 - - - - - 1,046,605
RSU’s<br> repurchased - - (919,790 ) 604,537 - - - - (315,253 )
Convertible<br> debt – Equity component - - 1,004,524 - - - - - 1,004,524
Reduction<br> of notes receivables - - - 299,665 - - - - 299,665
Comprehensive<br> income - - - - - - (10,706,573 ) 47,154 (10,659,419 )
Balance,<br> June 30, 2023 385,960,552 $ 65,270,617 $ 6,826,761 $ (157,860 ) $ 260,454 $ 7,645 $ (14,716,570 ) $ (44,789,850 ) $ 12,701,197
Balance,<br> value 385,960,552 $ 65,270,617 $ 6,826,761 $ (157,860 ) $ 260,454 $ 7,645 $ (14,716,570 ) $ (44,789,850 ) $ 12,701,197

See

accompanying notes to condensed consolidated interim financial statements

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TRILLION

ENERGY INTERNATIONAL INC.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

2023 2022
Six months ended June 30,
2023 2022
Operating activities: ****
Net income (loss) for the period $ 47,154 $ (1,884,929 )
Adjustments to reconcile net loss to net cash used in operating activities: ****
Stock-based compensation **** 1,150,833 84,721
Stock to be issued for services **** - 51,208
Stock issued for services **** - 98,820
Depletion **** 2,938,921 148,873
Depreciation **** 126,247 43,976
Accretion of asset retirement obligation **** 108,447 82,905
Accretion and accrued interest expense **** 416,025 27,188
Interest income **** (15,424 ) (28,347 )
Change in fair value of derivative liability **** (4,827 ) 361,170
Unrealized foreign exchange (gain) loss **** - (25,476 )
(Gain) loss on debt settlement **** 1,417 (71,236 )
Gain on net monetary position **** (6,188,247 ) -
Changes in non-cash working capital items: ****
Restricted cash **** - 1,085
Amounts receivable **** 1,795,873 (999,166 )
Prepaid expenses and deposits **** 7,211 (4,838,732 )
Accounts payable and accrued liabilities **** 754,665 1,149,525
Net cash provided by (used in) operating activities **** 1,138,295 (5,798,415 )
Investing activities: ****
Property and equipment expenditures **** (61,170 ) (160,003 )
Oil and gas properties expenditures **** (17,416,289 ) -
Changes in non-cash working capital items: ****
Amounts receivable **** (4,089,538 )
Prepaid expenses and deposits **** (490,678 )
Accounts payable and accrued liabilities **** 10,102,936
Net cash used in investing activities **** (11,954,739 ) (160,003 )
Financing activities: ****
Proceeds from stock subscriptions received, net **** - 28,693,055
Proceeds from exercise of options **** 301,836 19,571
Proceeds from exercise of warrants **** 2,215 35,813
Proceeds from loans payable **** 2,105,386 91,651
Repayments of loans payable **** (2,437,162 ) (631,866 )
Repayment of notes receivable **** 80,991 -
Proceeds from convertible debt **** 10,548,185
Lease payments **** (62,720 ) (3,041 )
Net cash provided by financing activities **** 10,538,731 28,205,183
Effect of exchange rate changes on cash and cash equivalents **** 49,432 228,764
Net increase (decrease) in cash and cash equivalents **** (228,281 ) 22,475,529
Cash and cash equivalents, beginning of year **** 926,061 1,026,990
Cash and cash equivalents, end of year $ 697,780 $ 23,502,519 
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TRILLION

ENERGY INTERNATIONAL INC.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

**** **** Six months ended June 30,
**** **** 2023 **** 2022
Supplemental information: ****
Taxes paid $ - $ -
Interest paid on credit facilities $ 47,212 $ 46,256
Non-cash investing and financing activities: ****
Stock issued for debt settlement $ 142,626 $ 372,853
Stock issued for prepaid expenses $ - $ 19,393
Right-of-use asset additions $ 236,201 $ -

See

accompanying notes to condensed consolidated interim financial statements.

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TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(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 (the “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. Basis of Presentation

(a) Statement of Compliance

The unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of condensed interim financial statements, including International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”), and the Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Accordingly, certain disclosures included in annual financial statements have been condensed or omitted and these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022.

The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its naudited condensed consolidated interim financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The critical judgments and estimates applied in the preparation of the Company’s condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s consolidated financial statements for the year ended December 31, 2022. In addition, the accounting policies applied in these condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s audited financial statements for the year ended December 31, 2022 except for the items below.

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TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

2. Basis of Presentation (continued)

Convertible debt

The components of the compound financial instrument (convertible debt) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. The conversion option that will be settled by the exchange of a fixed amount in cash for a fixed number of equity instruments of the Company is classified as an equity instrument. At the issue date, the liability component is recognized at fair value, which is estimated using the effective interest rate on the market for similar nonconvertible instruments. Subsequently, the liability component is measured at amortized cost using the effective interest rate until it is extinguished on conversion or maturity.

The value of the conversion option classified as equity is determined at the issue date, by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This amount is recognized in equity, net of tax effects, and is not revised subsequently. When the conversion option is exercised, the equity component of the convertible notes will be transferred to share capital. No profit or gain is recognized to the conversion or expiration of the conversion option.

Changein the basis of reserves

During the six months ended June 30, 2023, the Company determined that the use of proved and probable reserves would be more appropriate and changed its basis of reserves from proved to proved and probable. A change in the basis of reserves constitutes a change in accounting estimate under IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” and the effect of the change is recognised prospectively from the period in which the change has been made.

These condensed consolidated interim financial statements were authorized for issue by the board of directors of the Company (the “Board of Directors”) on August 22, 2023.

(b) Basis of Presentation

These unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial liabilities, warrants and options, which are measured at fair value. These condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These condensed consolidated interim financial statements are presented in US dollars.

(c) Basis of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and the other entities that the Company controls in accordance with IFRS 10 – Consolidated Financial Statements. Control exists when the Company has power over an entity, when the Company is exposed, or has rights, to variable returns from the entity and when the Company has the ability to affect those returns through its power over the entity. The Company’s subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control of such entity. Where necessary, adjustments are made to the financial statements of subsidiaries to align their accounting policies with those used by the Company. These consolidated 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.

The Company’s functional currency is the Canadian dollar. The functional currency of BG Exploration is the Bulgarian Lev, the functional currency of PPE Turkey is the Turkish Lira and the functional currency of PPE Corp and PPE Bermuda is the US dollar.

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TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

2. Basis of Presentation (continued)

A portion of the Company’s exploration and development activities are conducted jointly with others. The joint interests are accounted for on a proportionate consolidation basis and as a result the condensed consolidated interim financial statements reflect only the Company’s proportionate share of the assets, liabilities, revenues, expenses and cash flows from these activities.

Schedule of Exploration and Development Activities

Name of the joint <br>arrangement Nature of the relationship<br><br> <br>with the joint arrangement Principal place of operation <br>of joint arrangement Proportion of<br><br> <br>participating<br><br> <br>share
South Akcakoca Sub-Basin (“SASB”) Operator Turkey 49 %
Cendere Participant Turkey 19.6 %

(d) Hyperinflation

Due to various qualitative factors and developments with respect to the economic environment in Turkey, including but not limited to, the acceleration of multiple local inflation indices, the three-year cumulative inflation rate of the local Turkish wholesale price index exceeding 100% at the end of February 2022 and the significant devaluation of the Turkish Lira, Turkey has been designated a hyper-inflationary economy as of April 1, 2022 for accounting purposes.

Accordingly, IAS 29, Financial Reporting in Hyper-Inflationary Economies was adopted by the Company in its Financial Statements and applied to these Financial Statements in relation to PPE Turkey which has a Turkish Lira functional currency. The Financial Statements are based on the historical cost approach in IAS 29.

The application of hyperinflation accounting requires restatement of PPE Turkey’s non-monetary assets and liabilities, equity and comprehensive income (loss) items from the original transaction date when they were first recognized into the current purchasing power which reflects a general price index current at the end of the reporting period. To measure the impact of inflation on its financial statements and results, the Company has elected to use the consumer price index (“CPI”) as published by the Turkish Statistical Institute “TURKSTAT”.

As per IAS 29, the condensed consolidated interim financial statements of the Company are presented in US dollars, a stable currency, and the comparative amounts do not require restatement.

(e) Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow.

3. Amounts Receivable

Schedule of Amounts Receivable

June<br> 30, 2023 December<br> 31, 2022
Accounts<br> receivable $ 2,466,865 $ 4,207,739
GST<br> receivable 67,912 71,284
Interest<br> receivable 41,779 52,538
Due<br> from related parties 3,999 3,913
Cash<br> call receivable from JV partner 4,672,404 -
Other 2,376 2,351
Amounts receivable 7,255,335 4,337,825 
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TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

4. Prepaid expenses

Schedule of Prepaid Expenses

June<br> 30, 2023 December<br> 31, 2022
Exploration<br> and production advances $ 1,542,172 $ 871,527
Prepaid<br> expenses 62,599 83,852
Prepaid<br> taxes 21,578 7,433
Prepaid<br> expenses and deposits 1,626,349 962,812

5. Oil and Gas Properties

Schedule of Oil and Gas Properties

SASB Cendere Total
Cost
As<br> at December 31, 2021 $ 1,398,676 $ 2,453,485 $ 3,852,161
Additions 44,369,191 - 44,369,191
JV<br> Contribution (6,656,785 ) - (6,656,785 )
Change<br> in ARO estimate (3,865,772 ) (5,562 ) (3,871,334 )
Currency<br> translation adjustment (4,748,897 ) - (4,748,897 )
Impact<br> of hyperinflation 837,908 110,090 947,998
As<br> at December 31, 2022 31,334,321 2,558,013 33,892,334
Beginning Balance 31,334,321 2,558,013 33,892,334
Additions 46,117,188 - 46,117,188
JV<br> Contribution (28,700,899 ) - (28,700,899 )
Change<br> in ARO estimate 615,941 - 615,941
Currency<br> translation adjustment (14,429,501 ) - (14,429,501 )
Impact<br> of hyperinflation 5,751,064 575,248 6,326,312
As<br> at June 30, 2023 $ 40,688,114 $ 3,133,261 $ 43,821,375
Ending Balance $ 40,688,114 $ 3,133,261 $ 43,821,375
Accumulated<br> depletion
As<br> at December 31, 2021 $ 743,647 $ 1,687,901 $ 2,431,548
Depletion 1,263,556 187,476 1,451,032
Impact<br> of hyperinflation (34,215 ) (5,825 ) (40,040 )
As<br> at December 31, 2022 1,972,988 1,869,552 3,842,540
Beginning Balance 1,972,988 1,869,552 3,842,540
Depletion 2,893,365 45,556 2,938,921
Impact<br> of hyperinflation (123,673 ) (2,599 ) (126,272 )
As<br> at June 30, 2023 $ 4,742,680 $ 1,912,509 $ 6,655,189
Ending Balance $ 4,742,680 $ 1,912,509 $ 6,655,189
Net<br> book value
As<br> at December 31, 2022 $ 29,361,333 $ 688,461 $ 30,049,794
Beginning<br>Balance $ 29,361,333 $ 688,461 $ 30,049,794
As<br> at June 30, 2023 $ 35,945,434 $ 1,220,752 $ 37,166,186
Ending Balance $ 35,945,434 $ 1,220,752 $ 37,166,186

Cendereoil field

The

Cendere onshore oil field, which is located in South East Turkey has 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 Türkiye Petrolleri Anonim Ortaklığı (“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%.

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TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(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 in partnership with TPAO. 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.

Management assesses each field for impairment indicators at each reporting date. As at June 30, 2023, no impairment indicators were identified.

6. Property and Equipment

Schedule of Property, Plant and Equipment

Right-of-use<br> <br> asset Leasehold<br> improvements Other<br> Equipment Motor<br> Vehicles Furniture Total
Cost
As<br> at December 31, 2021 $ 53,143 $ 138,450 $ 2,102 $ 140,365 $ 9,685 $ 343,745
Additions - 42,699 289,640 332,528 32,061 696,928
Disposals - - - (64,588 ) - (64,588 )
Currency<br> translation adjustment (5,293 ) (2,890 ) (31,002 ) (37,147 ) (2,147 ) (78,479 )
Impact<br> of hyperinflation 2,599 8,103 72,597 87,626 5,318 176,243
As<br> at December 31, 2022 50,449 186,362 333,337 458,784 44,917 1,073,849
Beginning<br>Balance 50,449 186,362 333,337 458,784 44,917 1,073,849
Additions 236,201 16,933 12,936 11,090 20,211 297,371
Currency<br> translation adjustment (62,984 ) (8,754 ) (54,314 ) (64,656 ) (7,617 ) (198,325 )
Impact<br> of hyperinflation 5,248 844 4,609 5,468 758 16,927
As<br> at June 30, 2023 $ 228,914 $ 195,385 $ 296,568 $ 410,686 $ 58,269 $ 1,189,822
Ending<br>Balance $ 228,914 $ 195,385 $ 296,568 $ 410,686 $ 58,269 $ 1,189,822
Accumulated<br> depreciation
As<br> at December 31, 2021 $ 35,758 $ 115,109 $ 1,922 $ 41,377 $ 2,445 $ 196,611
Depreciation 4,549 12,324 47,423 74,622 6,117 145,035
Impact<br> of hyperinflation (140 ) (438 ) (3,923 ) (4,735 ) (288 ) (9,524 )
As<br> at December 31, 2022 40,167 126,995 45,422 111,264 8,274 332,122
Beginning<br>Balance 40,167 126,995 45,422 111,264 8,274 332,122
Depreciation 26,107 9,355 37,994 45,077 7,714 126,247
As<br> at June 30, 2023 $ 66,274 $ 136,350 $ 83,416 $ 156,341 $ 15,988 $ 458,369
Ending<br>Balance $ 66,274 $ 136,350 $ 83,416 $ 156,341 $ 15,988 $ 458,369
Net<br> Book Value
As<br> at December 31, 2022 $ 10,282 $ 59,367 $ 287,915 $ 347,520 $ 36,643 $ 741,727
Beginning<br>Balance $ 10,282 $ 59,367 $ 287,915 $ 347,520 $ 36,643 $ 741,727
As<br> at June 30, 2023 $ 162,640 $ 59,035 $ 213,152 $ 254,345 $ 42,281 $ 731,453
Ending<br>Balance $ 162,640 $ 59,035 $ 213,152 $ 254,345 $ 42,281 $ 731,453

7. Accounts Payable and Accrued Liabilities

Schedule of Accounts Payable And Accrued Liabilities

June<br> 30, 2023 December<br> 31, 2022
Accounts<br> payable $ 17,349,802 $ 8,376,620
Accrued<br> liabilities 91,777 886,324
Payroll,<br> withholding and sales tax liabilities 991,218 420,072
Cash<br> calls received from JV partner - 917,064
Total 18,432,797 $ 10,600,080 
| 11 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

8. Loans Payable

Schedule of Loans Payable

As<br> at June<br> 30, 2023 December<br> 31, 2022
Unsecured,<br> interest-bearing loans at 10% per annum^1^ $ - $ 12,107
Unsecured,<br> interest-bearing loan at 45.33% per annum^2^ 29,225 56,537
Unsecured,<br> interest-bearing loan at TLREF + 3.5944% per annum^3^ 31,944 97,911
Unsecured,<br> interest-bearing loan at 37.7% per annum^4^ 60,276 -
Total<br> loans payable 121,445 166,555
Current<br> portion of loans payable (121,445 ) (145,866 )
Long-term<br> portion of loans payable $ - $ 20,689
(1) Loans<br> bearing interest accrue at 10% per annum are all unsecured. The loans matured between January<br> and April 1, 2021 and are now due on demand. During the six months ended June 30, 2023, the<br> Company made principal payments of $Nil (2022 - $1,516) and $Nil (2022 - $1,113) in interest<br> payments. During the six months ended June 30, 2023, the Company wrote off the remaining<br> balance of $12,107.
--- ---
(2) On<br> May 25, 2022, Garanti Bank extended a long-term loan to Park Place Turkey Limited in the<br> amount of ₺1,500,000 (or approximately US$91,961). The loan matures on May 23, 2024,<br> and bears interest at 45.33% per annum. Principal and accrued interest are paid monthly.<br> During the six months ended June 30, 2023, the Company made $14,979 (2022 - $2,253) in principal<br> payments and $10,898 (2022 - $4,213) in interest payments.
(3) On<br> November 23, 2022, Garanti Bank extended a short-term loan to Park Place Turkey Limited in<br> the amount of ₺2,000,000 (or approximately US$107,356). The loan matures on November<br> 23, 2023, and bears interest at the Turkish Lira Overnight Reference Rate (“TLREF”)<br> plus 3.5944% per annum. Principal and accrued interest are paid monthly. During the six months<br> ended June 30, 2023, the Company made $50,564 (2022 - $nil) in principal payments and $4,980<br> (2022 - $nil) in interest payments.
(4) On<br> March 13, 2023, Garanti Bank extended a long-term loan to Park Place Turkey Limited in the<br> amount of ₺2,000,000 (or approximately US$105,386). The loan matures on March 12, 2024,<br> and bears interest at 37.67% per annum. Principal and accrued interest are paid monthly.<br> During the six months ended June 30, 2023, the Company made $21,619 (2022 - $nil) in principal<br> payments and $10,434 (2022 - $nil) in interest payments.
(5) On<br> February 1, 2023, the Company entered into an agreement with to borrow $2,200,000. The loan<br> was issued with a $200,000 discount and bears interest at a rate of 1% per month. The maturity<br> date is April 1, 2024. In the event that the loan is repaid in full prior to the maturity<br> date, the minimum interest payment on the loan is $100,000. Upon repayment of the loan at<br> any time, the Company has to pay an exit fee of $50,000. The minimum interest payment and<br> exit fee have been recorded on the consolidated statement of comprehensive loss as finance<br> costs. If, during the period that any amount of the loan remains outstanding, the Company<br> issues any equity, the Lender may demand repayment of all or part of the principal amount<br> of the loan in an amount equal to the aggregate subscription price of the equity offering.<br> On April 26, 2023, the Company repaid the loan in its entirety, including the minimum interest<br> and exit fee. 
| 12 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

9. Leases

The Company leases certain assets under lease agreements. During the six months ended June 30, 2023, the Company entered into three new office leases in Turkey, commencing January 1, 2023, February 15, 2023 and March 1, 2023, respectively. The leases all have a five-year term.

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 35% in determining its lease liabilities. The discount rate was derived from the Company’s assessment of its borrowings in Turkey.

Summary of Changes in ROU Assets

Lease<br> liability June<br> 30, 2023 December<br> 31, 2022
Beginning<br> balance $ 8,609 $ 15,324
Additions,<br> cost 236,201 -
Interest<br> expense 20,900 1,378
Lease<br> payments (83,650 ) (5,499 )
Foreign<br> exchange impact (1,979 ) (2,594 )
Ending<br> balance $ 180,081 $ 8,609

As at June 30, 2023, the Company’s lease liability is as follows:

Summary of Lease Liability

Lease<br> liability June<br> 30, 2023 December<br> 31, 2022
Current<br> portion of operating lease liability $ 25,461 $ 4,057
Long-term<br> portion of operating lease liability 154,620 4,552
Lease<br> liability 180,081 $ 8,609

Future minimum lease payments to be paid by the Company as a lessee as of June 30, 2023 are as follows:

Summary of Future Minimum Lease Payments

Operating<br> lease commitments and lease liability
2023 $ 28,725
2024 86,344
2025 84,488
2026 86,163
2027 60,921
Total<br> future minimum lease payments 346,641
Discount (166,560 )
Total $ 180,081

During

the six months ended June 30, 2023, $14,577 (2022 - $11,177) of short-term leases were expensed to the statements of loss and comprehensive loss.

10. Convertible debentures

On April 20, 2023, the Company entered into an agreement to issue 15,000 units of the Company (the “Units”) at a price of CAD$1,000 per unit, for gross proceeds of CAD$15,000,000. Each Unit will consist of CAD$1,000 principal amount secured convertible debenture (“Debenture”) and 1,667 common share purchase warrants of the Company (the “Warrants”). Each Warrant will be exercisable for one common share of the Company at an exercise price of CAD$0.50 and shall have an expiry date of June 29, 2025.

| 13 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

10. Convertible debentures (continued)

The Debentures will mature on April 30, 2025 (the “Maturity Date”) and will accrue interest at the rate of 12% per annum, payable semi-annually. The Company has the ability to redeem the Debentures at any time between the dates if April 30, 2024 and April 30, 2025 at a redemption price of 105% of the principal amount plus any accrued interest. At the holders’ option, the Debentures may be converted into common shares of the Company at any time, up to the earlier of the Maturity Date and the redemption of the Debentures, at a conversion price of CAD$0.60 per common share.

The convertible debentures were determined to be a financial instrument comprising a host debt component, a conversion feature classified as equity, and freestanding warrants classified as equity. The warrants and conversion features were determined to be equity components because the exercise prices are denominated in the functional currency of the Company. Thus, the instrument meets the criterion of an equity instrument.

The Company paid an underwriting fee of CAD$1,045,000 (US$775,748) and issued 1,500,000 broker warrants (the ‘Broker Warrants”) in conjunction with the financing. The Broker Warrants are exercisable for one common share of the Company at an exercise price of CAD$0.50 and shall have an expiry date of April 20, 2025. The fair value of the Broker Warrants was estimated to be $216,777 and was determined using the Black-Scholes Option Pricing Model using the following assumptions: risk-free interest rate: 3.77%, expected volatility: 100.96%, dividend yield: 0% and expected life: 2 years.

On initial recognition, the proceeds were first allocated to the fair value of the host debt component, calculated using a market interest rate of 16%, which is the market interest rate of a debt instrument with similar terms but without the equity conversion feature. The residual proceeds were then allocated to the conversion feature and warrant equity components using the relative fair value method.

The relative fair value of the warrants and conversion features were determined using the Black-Scholes Option Pricing Model using the assumptions set out as follows:

Schedule of Fair Value Assumptions of Conversion Features

April<br> 20, 2023
Risk-free<br> interest rate 3.86 %
Expected<br> volatility 101.71<br> – 119.94 %
Dividend<br> yield 0 %
Expected<br> life 2.03<br> - 2.19 years

A continuity schedule of the Company’s convertible debt is as follows:

Schedule of Convertible Debt

Balance<br> as at January 1, 2023 $ -
Issued 11,322,635
Transaction<br> costs (992,525 )
Transaction<br> costs allocated to equity 77,086
Relative<br> fair value of conversion feature (369,181 )
Relative<br> fair value of Warrants (495,653 )
Accretion 157,228
Interest 258,797
Impact<br> of foreign currency adjustment (21,132 )
Balance<br> as at June 30, 2023 $ 9,937,255
Current $ -
Long-term $ 9,937,255 
| 14 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(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

June<br> 30, 2023 December<br> 31, 2022
Beginning<br> balance $ 5,316,470 $ 8,993,108
Additions 598,358 -
Accretion<br> expense 108,447 264,075
Impact<br> of hyperinflation (7,576 ) (69,379 )
Change<br> in estimate 17,583 (3,871,334 )
Ending<br> balance $ 6,033,282 $ 5,316,470

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 June 30, 2023 is $15.9 million (December 31, 2022 - $14.4 million). The ARO is calculated using an inflation rate of 2.5% (December 31, 2022 – 2.5%) and discounted using an interest free rate of 4% (December 31, 2022 – 3.91%) between 10 and 20 years.

12. Notes and Amounts Receivable for Equity Issued

Schedule of Notes and Amounts Receivable for the Equity Issued

June<br> 30, 2023 December<br> 31, 2022
Notes<br> receivable $ 2,389 $ 1,000,122
Amounts<br> receivable 114,105 61,940
Notes<br> and Amounts Receivable for Equity Issued 116,494 $ 1,062,062

The notes receivable bear interest at 5% and are due between September 30, 2021, and July 31, 2023.

The amounts receivable are non-interest bearing and due on demand.

The following is a continuity of the Company’s notes and other receivables:

Schedule of Note and Other Receivable

Notes<br><br> <br>receivable Amounts<br> receivable Total
Balance,<br> December 31, 2021 $ 1,158,832 $ 34,809 $ 1,193,641
Additions - 51,659 51,659
Repayments (136,611 ) (24,528 ) (161,139 )
Write-off (22,099 ) - (22,099 )
Balance,<br> December 31, 2022 1,000,122 61,940 1,062,062
Balance 1,000,122 61,940 1,062,062
Repayments (281,480 ) (4,058 ) (890,075 )
Settled<br> through RSU repurchase (Note 16) (604,537 )
Write-off - (14,127 ) (14,127 )
Balance,<br> June 30, 2023 $ 114,105 $ 43,755 $ 157,860
Balance $ 114,105 $ 43,755 $ 157,860

During

the six months ended June 30, 2023, the interest income totaled $13,974 (2022 - $27,957). As at June 30, 2023, accrued interest of $41,779 (December 31, 2022 - $52,538) was included in amounts receivable (Note 4).

| 15 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

13. Common Stock

The

Company has an unlimited number of common shares authorized with no par value. As at June 30, 2023, 385,960,552 common shares were issued and outstanding (December 31, 2022 – 383,875,552).

Forthe six months ended June 30, 2023

During

the six months ended June 30, 2023, the Company issued 500,000 shares with a fair value of $142,626 to settle debt of $139,195 and recognized a loss on the settlement of $3,439.

During

the six months ended June 30, 2023, the Company issued 1,010,000 shares for RSU’s which were granted and vested in previous periods.

During

the six months ended June 30, 2023, 25,000 warrants with an exercise price of $0.12 CAD (approximately US$0.10) were exercised for gross proceeds of $3,000 CAD (US$2,215).

During the six months ended June 30, 2023, the Company issued shares for the exercise of options as follows:

● 200,000<br> common shares for the exercise of 200,000 options at $0.15 CAD (approximately US$0.12) for<br> cash proceeds of $23,000 CAD (US$21,872). As a result, $18,475 was transferred from option<br> reserves to share capital; and
● 350,000<br> common shares for the exercise of 350,000 options at $0.44 CAD (approximately US$0.33) for<br> cash proceeds of $154,000 CAD (US$113,717). As a result, $72,050 was transferred from option<br> reserves to share capital.

During

the six months ended June 30, 2023, 500,000 options with an exercise price of $ $0.44 CAD (approximately US$0.33) were exercised for gross proceeds of $220,000 CAD (US$166,244). As at June 30, 2023, shares had not been issued and an obligation to issue shares of $220,000 (US$166,244) exists.

Forthe six months ended June 30, 2022

During the six months ended June 30, 2022, the Company issued shares for the exercise of warrants as follows:

● 451,250<br> common shares for the exercise of 451,250 warrants at $0.10 CAD (approximately US$0.08) for<br> cash proceeds of $45,125 CAD (US$35,813). As a result, $56,876 was transferred from warrant<br> reserves to share capital.

During the six months ended June 30, 2022, the Company issued shares for the exercise of options as follows:

● 280,000<br> common shares for the exercise of 250,000 options at $0.10 CAD (approximately US$0.08) for<br> cash proceeds of $25,000 CAD (US$19,570). As a result, $16,257 was transferred from option<br> reserves to share capital. 30,000 Common shares were issued in error and as a result, $2,338<br> was recorded in shares to be cancelled.

In

March 2022, the Company issued 106,657,941 units at $0.165 CAD per unit for gross proceeds of $17,598,610 CAD ($13,886,226 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 $1,397,495 CAD ($1,108,790 USD) were paid and 7,506,783 finder’s warrants were issued with a fair value of $995,775. The finder’s warrants have the same terms as the warrants attached to the units. The Company also issued 3,000,000 units for debt settlement of $472,001 CAD ($391,021 USD) under the same terms of the private placement financing with no loss or gain recognized.

| 16 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

13. Common Stock (continued)

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.

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 of the Company at an exercise price of $0.31 CAD (approximately USD$0.24) until June 29, 2025.

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 June 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 six months ended June 30, 2022.

On

March 17, 2022, the Company issued 909,090 units for investor relations services from February to July 2022 valued at $150,000 CAD ($118,491 USD). During the six months ended June 30, 2022, $125,000 ($98,820 USD) was expensed and included in investor relations on the consolidated statement of loss and comprehensive loss. As at June 30, 2022, $25,000 CAD (approximately $19,393) was included in prepaid expenses and deposits on the consolidated statement of financial position.

On

March 17, 2022, the Company issued 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 and vesting of restricted stock units during the period ended June 30, 2022. The value of the restricted stock units granted during the period ended June 30, 2022 is $107,250 CAD ($92,171 USD). $7,450 of the share-based compensation was recorded in the prior year. The share-based compensation for the six months ended June 30, 2022 totaled $84,721.

14. Stock Options

The Board of Directors adopted the Trillion Energy International Inc. 2022 Long-Term Incentive Equity Plan (the “2022 Plan”) effective as of December 1, 2022. The 2022 Plan permits grants of stock options and restricted stock awards and other stock-based awards.

Under the 2022 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 2022 Plan. Under the 2022 Plan, the exercise price of each option shall be determined by the Board, subject to any applicable Exchange approval or rules, at the time any option or other stock-based award is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange. The vesting schedule for each option or other stock-based award shall be specified by the Board of Directors at the time of grant, subject to any applicable Exchange approval or rules.

| 17 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

14. Stock Options (continued)

A continuity of the Company’s outstanding stock options for the six months ended June 30, 2023 and the year ended December 31, 2022 is presented below:

Summary of Changes in Stock Options

Number of<br><br> <br>options Weighted<br> average <br> exercise price
Outstanding,<br> December 31, 2021 7,640,000 $ 0.12
Granted 7,210,000 0.27
Exercised (3,345,000 ) 0.20
Expired (5,000 ) 0.74
Outstanding,<br> December 31, 2022 11,500,000 $ 0.19
Exercised (1,050,000 ) 0.29
Outstanding,<br> June 30, 2023 10,450,000 $ 0.18
Exercisable,<br> June 30, 2023 9,295,000 $ 0.18

At June 30, 2023 the Company had the following outstanding stock options:

Schedule of Stock Options Outstanding and Exercisable

Outstanding Exercise<br> Price Expiry<br> Date Vested
1,550,000 0.12 October<br> 24, 2023 1,550,000
3,600,000 0.11 September<br> 19, 2024 3,600,000
640,000 0.06 July<br> 31, 2025 640,000
2,560,000 0.23 July<br> 26, 2025 1,405,000
250,000 0.29 June<br> 6, 2026 250,000
750,000 0.33 October<br> 27, 2025 750,000
350,000 0.33 December<br> 9, 2024 350,000
750,000 0.33 December<br> 9, 2025 750,000
10,450,000 9,295,000

As

at June 30, 2023, the weighted average remaining contractual life of outstanding stock options is 1.57 years (December 31, 2022 – 2.09 years).

For the six months ended June 30, 2023, the Company recognized $103,077 (2022 - $Nil) in stock-based compensation expense for options granted and vested. At June 30, 2023, the Company has $15,555 (December 31, 2022 - $123,873) in unrecognized compensation expense related to stock options.

No stock options were granted during the six months ended June 30, 2023.

| 18 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

15. Warrants

A continuity of the Company’s outstanding share purchase warrants for the six months ended June 30, 2023 and the year ended December 31, 2022 is presented below:

Summary of Changes in Warrants

Number<br> of<br> warrants Weighted<br> average exercise price
Outstanding,<br> December 31, 2021 7,844,329 $ 0.10
Issued 105,055,189 0.34
Exercised (10,926,828 ) 0.13
Expired (35,001 ) 0.07
Outstanding,<br> December 31, 2022 101,937,689 $ 0.34
Issued 26,530,000 0.38
Exercised (25,000 ) 0.09
Expired (50,000 ) 0.32
Outstanding,<br> June 30, 2023 128,392,689 $ 0.36

At June 30, 2023, the Company had the following outstanding share purchase warrants:

Schedule of Purchase Warrants Outstanding

Outstanding Exercise<br> Price Expiry<br> Date
21,705,438 0.45<br>CAD March<br> 15, 2024
3,383,939 0.45<br>CAD March<br> 16, 2024
2,954,545 0.45<br> CAD March<br> 17, 2024
10,614,123 0.45<br> CAD March<br> 18, 2024
21,431,754 0.45<br> CAD March<br> 24, 2024
2,653,000 0.45<br>CAD March<br> 28, 2024
25,005,000 0.50<br> CAD April<br> 20, 2025
1,500,000 0.50<br> CAD June<br> 29, 2025
37,643,450 0.50<br> CAD June<br> 29, 2025
1,501,440 0.31<br>CAD June<br> 29, 2025
128,392,689

As

at June 30, 2023, the weighted average remaining contractual life of outstanding warrants is 1.37 years (December 31, 2022 – 1.71 years).

The Company had previously warrants in connection with private placements, or debt settlements where the exercise price of such warrants was denominated in USD. As such the warrants were classified as derivate liabilities. As at June 30, 2023, the fair value of the warrants were remeasured at $Nil as all the warrants had expired. The Company recognized a gain on the fair value change of $4,827 (2022 - loss of $356,200) for the six months ended June 30, 2023.

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

Schedule of Warrant Derivative Liability

Total
Balance,<br> December 31, 2021 $ 472,899
Effect<br> of change in functional currency (309,006 )
Exercise<br> of warrants (822,950 )
Change<br> in fair value of derivative 686,504
Foreign<br> currency translation (22,620 )
Balance,<br> December 31, 2022 $ 4,827
Change<br> in fair value of derivative (4,827 )
Balance,<br> June 30, 2023 $ - 
| 19 |

| --- |

TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

16. Restricted Stock Units

On

January 1, 2023, the Company granted 552,000 RSU’s which vest quarterly beginning January 1, 2023. On May 11, 2023, the Company granted 3,005,000 RSU’s, which vested immediately.

For

the six months ended June 30, 2023, the Company recognized $1,047,756 (2022 - $84,721) in stock-based compensation expense for RSUs granted and vested.

Schedule of Restricted Stock Units

Number of unvested<br><br> <br>restricted stock units Weighted average<br><br> <br>fair value per award
Balance,<br> December 31, 2021 – $ –
Granted 4,425,062 0.16
Vested (4,425,062 ) 0.16
Balance,<br> December 31, 2022 – –
Granted 3,557,000 0.40
Vested (3,281,000 ) 0.40
Balance,<br> June 30, 2023 276,000 0.40

The

Company previously granted certain RSU’s whereby the holder has the right and option to require the Company to withhold up to one third of the RSU shares awarded to pay the cash equivalent of the market price of the shares on the date of vesting. As a result, a portion of the value of the RSU’s is recorded as a RSU obligation liability. As at June 30, 2023, the balance of the RSU obligation was $71,046.

During

the six months ended June 30, 2023, the Company repurchased 3,339,340 RSU’s for $993,136, equaling the fair value of the Company’s shares at the time of repurchase and did not recognize any gain or loss on the transaction. As a result of the transaction, the Company recognized a reduction to equity of $919,789 and a reduction to the RSU obligation liability of $73,346. Outstanding notes receivable of $604,537 were settled through the RSU’s repurchased (Note 12).

As

at June 30, 2023, the Company had 814,741 RSU’s (December 31, 2022 – 3,375,062) outstanding.

17. Related Party Transactions

At

June 30, 2023, accounts payable and accrued liabilities included $564,417 (December 31, 2022 - $210,070) due to related parties. The amounts are unsecured, non-interest bearing and due on demand.

During the six months ended June 30, 2023, management fees and salaries of $413,306 (2022 - $463,325), director fees of $81,600 (2022 - $36,000), and stock-based compensation of $881,394 (2022 - $Nil) were incurred to related parties.

During

the six months ended June 30, 2022, the Company issued 1,010,000 shares to directors for RSU’s which were granted and vested in previous periods.

During

the six months ended June 30, 2023, the Company issued 400,000 shares with a fair value of $115,304 to a director to settle debt of CAD$160,000 (US$ $118,261) and recognized a gain on the settlement of $2,957. During the six months ended June 30, 2022, the Company issued 2,000,000 units for the settlement of accounts payable owed to related parties in the amount of $242,513, resulting in no gain or loss.

During

the six months ended June 30, 2023, the Company repurchased 2,934,340 RSU’s from directors and recognized a reduction to equity of $799,212 on the transaction. $473,331 of the RSU’s repurchased was applied against outstanding notes receivable.

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TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

17. Related Party Transactions (continued)

As at June 30, 2023, notes receivable included $Nil (December 31, 2022 - $450,325) due from related parties. The amounts previously receivable were unsecured, bear interest at 5% per annum and mature one to two years from issuance.

18. General and Administrative

Schedule of General and Administrative Expense

June<br> 30, 2023 June<br> 30, 2022
For<br> the six months ended
June<br> 30, 2023 June<br> 30, 2022
Salaries<br> and compensation $ 3,136,331 $ 1,531,542
Professional<br> fees 448,949 340,070
Office 118,874 61,780
Investor<br> relations 115,608 360,102
Filing<br> and transfer fees 48,984 79,482
Advertising 65,393 296,582
Travel 68,184 15,121
Penalties 19,711 -
Bank<br> charges and other 2,607 9,973
General and administrative $ 4,024,641 $ 2,694,652

19. Segmented Information

During the six months ended June 30, 2023 and the year ended December 31, 2022, the Company’s operations were in the resource industry in Turkey with head offices in the United States and a satellite office in Sofia, Bulgaria.

Schedule of Geographical Segment Information

Canada Turkey Bulgaria Total
Six<br> months ended June 30, 2023
Revenue $ - $ 11,962,601 $ - $ 11,962,601
Finance<br> cost 790,171 - - 790,171
Depletion - 2,938,921 - 2,938,921
Depreciation 4,203 122,044 - 126,247
Accretion<br> of asset retirement obligation - 108,447 - 108,447
Stock-based<br> compensation 1,150,833 - - 1,150,833
Loss<br> on debt extinguishment 1,417 - - 1,417
Gain<br> on net monetary position - 6,188,247 - 6,188,247
Net<br> income (loss) (3,903,772 ) 3,952,858 (1,932 ) 47,154
As<br> at June 30, 2023
Non-current<br> assets $ 39,381 $ 37,126,805 $ - $ 37,166,186
Canada Turkey Bulgaria Total
--- --- --- --- --- --- --- --- --- --- --- ---
Six<br> months ended June 30, 2022
Revenue $ - $ 2,511,598 $ - $ 2,511,598
Financing<br> cost 29,448 - - 29,448
Depletion - 148,873 - 148,873
Depreciation 895 43,081 - 43,976
Accretion<br> of asset retirement obligation - 82,905 - 82,905
Stock-based<br> compensation 84,721 - - 84,721
Gain<br> on debt settlement (11,984 ) - - (11,984 )
Net<br> income (loss) (2,351,005 ) 467,118 (1,042 ) (1,884,929 )
As<br> at December 31, 2022
Non-current<br> assets $ 42,762 $ 30,748,759 $ - $ 30,791,521 
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TRILLION

                                        ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

19. Segmented Information continued)

The Company’s breakdown of net revenue by product segment is as follows:

Schedule of Net Revenue By Product Segment

June<br> 30, 2023 June<br> 30, 2022
For<br> the six months ended
June<br> 30, 2023 June<br> 30, 2022
Oil $ 1,367,884 $ 2,106,871
Gas 10,594,717 404,727
Oil and gas revenue, net $ 11,962,601 $ 2,511,598

The

Company incurs royalties of 12.5%. During the six months ended June 30, 2023, the Company paid royalties totaling $1,299,698 (2022 - $291,526).

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 Financial 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.

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TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

21.Financial Instruments and Risk Management (continued)

Foreigncurrency 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 June 30, 2023, 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 $71,388 at June 30, 2023 (December 31, 2022 - $30,435).

Interestrate 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 does not have significant debt facilities and is therefore not exposed to interest rate risk.

Otherprice 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, amounts receivable which consists primarily of trade receivables and GST receivable and notes and amounts receivable for equity issued. The Company limits its exposure to credit loss on cash by placing its cash with a high-quality financial institution. Exposure to credit loss notes and amounts receivable for equity issued is limited by entering into these types of transactions with related parties and entities that are well known to the Company.

The Company only has two customers. 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. One of the customers is the largest oil refinery in Turkey. The other customer provides letters of credit to be used by the Company in the event of default. As at March 31, 2023, all of the Company’s trade receivables are current (< 30 days outstanding).

The

Company’s maximum credit exposure is $3,799,115 (December 31, 2022 - $5,263,886).

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TRILLION

ENERGY INTERNATIONAL INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2023 and 2022

(Expressed in U.S. dollars)

(Unaudited)

21. Financial Instruments and Risk Management (continued)

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 Company anticipates increases in revenue in future periods resulting from the completion of an additional well subsequent to the period end. Historically, the Company’s sources of funding has been through equity and debt financings. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.

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

Summary of Maturity Profile of the Contractual Cash Flow

As<br> at June 30, 2023 Less<br> than 1<br><br> <br>year 1<br> - 2 years Later<br> than 2<br><br> <br>years Total
Accounts<br> payable and accrued liabilities $ 18,432,797 $ - $ - $ 18,432,797
Loans<br> payable 121,445 - - 121,445
Lease<br> liability 28,275 170,832 147,084 346,191
RSU<br> obligation 71,046 - 71,046
Convertible<br> debt - 15,000,000 - 15,000,000
Total<br> liabilities $ 18,653,563 $ 15,170,832 $ 147,084 $ 33,971,479
As<br> at December 31, 2022 Less<br> than 1<br><br> <br>year 1<br> - 2 years Later than 2<br><br> <br>years Total
--- --- --- --- --- --- --- --- ---
Accounts<br> payable and accrued liabilities $ 10,600,080 $ - $ - $ 10,600,080
Loans<br> payable 145,866 20,689 - 166,555
Lease<br> liability 4,807 4,807 - 9,614
RSU<br> obligation 295,747 - - 295,747
Derivative<br> liability - 4,827 - 4,827
Total<br> liabilities $ 11,046,500 $ 30,323 $ - $ 11,076,823

22. Subsequent Events

Subsequent

to June 30, 2023, the Company granted 250,000 RSU’s to the CFO of the Company. The RSU’s vested immediately.

Subsequent to June 30, 2023, the Company issued common shares pursuant to the following:

● 1,816,773<br> common shares relating to the vesting of RSUs;
● 250,000<br> common shares to settle outstanding debt of $75,000 CAD;
● 500,000<br> common shares pursuant to the exercise of 500,000 options with an exercise price of $ $0.44<br> CAD (approximately US$0.33);
● 300,000<br> common shares pursuant to the exercise of 300,000 options with an exercise price of $0.15<br> CAD (approximately US$0.11);
● 350,000<br> common shares pursuant to the exercise of 350,000 options with an exercise price of $0.16<br> CAD (approximately US$0.12); and
● 500,000<br> common shares to settle an obligation to issue shares of $166,244 existing at June 30, 2023<br> relating to the exercise of 500,000 options. 
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Exhibit99.2

Logo, company name Description automatically generated

TRILLIONENERGY INTERNATIONAL INC.

MANAGEMENT’SDISCUSSION & ANALYSIS

Forthe three and six months ended June 30, 2023 and 2022

(Statedin United States dollars)

TRILLIONENERGY INTERNATIONAL INC.

MANAGEMENTDISCUSSION & ANALYSIS

Forthe three months ended June 30, 2023 and 2022

(Expressedin United States Dollars)

This Management’s Discussion & Analysis (“MD&A”) of financial condition and results of operations of Trillion Energy International Inc. (“Trillion Energy” or the “Company”) for the three and six months ended June 30, 2023 and 2022 should be read in conjunction with the unaudited condensed consolidated interim financial statements and notes for the three and six months ended June 30, 2023 and 2022 and the audited consolidated financial statements and notes together with the MD&A for the year ended December 31, 2022 and 2021. This MD&A was prepared effective August 22, 2023.

Unless otherwise noted, all currency amounts are in US dollars. The unaudited condensed interim consolidated financial statements for the quarter ended June 30, 2023, are prepared in accordance with IFRS.

Certain measures in this MD&A do not have any standardized meaning prescribed under IFRS and therefore are considered non-GAAP financial measures. Readers are cautioned that this MD&A should be read in conjunction with Trillion’s disclosure under the headings “Non-GAAP and Other Financial Measures” and “Forward Looking Statements” at the end of 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 Turkiye. 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. A class of the Company’s warrants trade on the CSE under the symbol TCF.WT.

The Company is focused on oil and gas exploration in Turkiye. During the year, it had drilled six successful development gas wells at its conventional natural gas project, the SASB gas field located in the Black Sea, Turkiye, where it has initiated a multi-well development program. Trillion has a 49% interest in the SASB gas field. In addition, the Company produces oil from the Cendere field in Turkiye, a long-term low decline oil field where it holds a 19.6% (except three wells with 9.8%) interest.

The Company recently entered into a farm-in agreement in on three oil exploration blocks within the newly defined Cudi-Gabar petroleum province, Southeastern Turkiye where it intends to explore for oil commencing 2023.

StrategicFocus

Trillion’s strategy is to increase production and reserves at its 12,385 hectare SASB natural gas field and capitalize on high regional gas prices to generate cash flow and build shareholder value through a multi-well drilling program.

After drilling five successful long reach directional wells and one re-completion at SASB, Trillion will continue to perform several new perforations of existing wells and install pumps to optimize production.

Trillions short term focus is on increasing production on the existing six wells, to achieve parity with past well performance at the SASB gas field. As in most oil and gas fields, the past production history is a useful analog for predicting future production trends and results, and as such, our focus is on repeating the production rates previously achieved from the eight legacy wells drilled over 10 years ago. The pre-2022 production history of the legacy wells at the three tripod gas fields, Akkaya, East Ayazli and Ayazli were evaluated and assumed to represent a middle case for Trillion’s 5 newly drilled wells and the one re-completion. The historic tripod production averaged 15.4 MMcf/d for 34 months (gross), after which production went into a hyperbolic decline and averaged a daily production of 12.95 MMcf/d for the next 12 months, and averaged a daily production of 6.88 MMcf/d for the following 12 months, and 4.1 MMcf/d for the next 12 months and then continued for a few more years at >2 MMcf/d. At the current prices of US$10.27/mcf and assuming no change in the $ value of gas after royalty and opex for the first 2 years, the historical 6 wells at the Tripods would have yielded approximately US$24 million net to Trillion.

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Once optimization of the existing wells are completed, the next Phase of drilling is expected to resume during mid-2024 and includes several sidetrack wells, long reach directional wells as well as stratigraphic exploration wells.

For the remainder of 2023, Trillion will focus on: a) conducting field analysis to determine how to maximize gas production and ascertain which gas pools require additional wells in the next phase of drilling; b) complete reprocessing and remapping of the 3D seismic to delineate new stratigraphic exploration; c) plan and organize the next drilling phase to maximize returns on deployed capital.

For the 2024 SASB drilling program, five sidetrack wells have been engineered and are drill ready. These wells are expected to be drilled first, followed by several stratigraphic exploration prospects. New re-processing of 3D seismic is expected to be completed by October 2023 to facilitate the 2024 drilling program. The new 3D seismic re-processing is expected to define stratigraphic exploration targets as well as to delineate reserves in structural traps.

In addition, the Company has entered into a farm-in agreement with Derkim Poliüretan Sanayi ve Ticaret A.S. to earn a 50% working & revenue interest in three oil exploration blocks (the “Oil Blocks”) comprised of 151,484 hectares (374,325 acres) within the newly defined Cudi-Gabar petroleum province, Southeastern Turkiye. To earn the 50% the Company must acquire 351 km of 2D seismic in 2023 and drill 4 wells in 2024.

WellTimeline to June 30 2023* ** – SASB Gas Field Phase I

****

*Denotes completion and perforation of well.

** West Akcakoca-1 production was offline between April 3 and June 15. Akcakoca-3 production was offline between March 28 and June 30.

FINANCIALAND OPERATING SUMMARY

As at and Six Months Ended June 30,
2022 Change (%) 2023 2022 Change (%)
Financial
(Expressed in 000’s, unless otherwise indicated)
Natural gas and oil sales 5,817 1,498 288 11,963 2,512 376
Cash flows (used in) from operating activities (4,113 ) (5,315 ) (23 ) 1,138 (5,798 ) (120 )
Net (loss)/income (2,224 ) 46 (4,910 ) 47 (1,885 ) (103 )
Per share - basic and diluted (0.01 ) (0.00 ) N/A (0.00 ) (0.01 ) N/A
Capital expenditures 12,237 145 8,341 17,714 160 10,971
Working capital (deficit)/surplus (9,071 ) 27,640 (133 ) (9,071 ) 27,640 (133 )
Weighted average shares outstanding - basic and diluted 371,531,909 296,789,008 N/A 385,226,459 248,633,296 N/A
Operations
Average daily production
Crude oil (bbls/d) 86 105 (18 ) 86 94 (8 )
Natural gas (Mcf/d) 3,865 149 2,486 3.314 138 2,307
Average daily production (boe/d) 730 130 463 639 116 448
Average realized prices
Crude oil (/bbl) 82.91 114.51 (28 ) 82.44 107.7 (23 )
Natural gas (/mcf) 13.11 19.27 (32 ) 16.58 16.21 2
Operating netback (Expressed in 000’s, unless otherwise indicated)
Natural gas and oil sales 5,817 1,498 288 11,963 2,512 376
Royalties (727 ) (187 ) 288 (1,495 ) (314 ) 376
Production expenses (1,177 ) (735 ) 60 (2,539 ) (1,357 ) 87
Operating netback 3,912 575 580 7,928 840 844
Operating netback margin (%) 67.3 38.4 75.0 66.3 33.5 98.1

All values are in US Dollars.

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Notes:

(1) See<br> “Non-GAAP and Other Financial Measures” section within this MD&A.
(2) Per<br> share amounts are based on weighted average shares outstanding other than dividends per share,<br> which is based on the number of common shares outstanding at each dividend record date. The<br> weighted average number of diluted common shares outstanding in the computation of funds<br> flow from operations and cash flows from operating activities per share is the same as for<br> net income per share.

FINANCIALAND OPERATING HIGHLIGHTS ($USD)

● Gross<br> gas production to Trillion for the SASB gas field averaged 8.16MMcf/d (100% interest) in Q2 2023, an increase of 2.42MMcfd (+42%)<br> compared to Q1 2023 (5.74 MMcfd).
● By<br> the end of Q2 2023, the Company had 4 producing wells and an average Q2 2023 production rate of 8.16 MMcf/d (100% interest). Each<br> well produced for an average of 1.5 months during the quarter representing 50% downtime on average due to water loading and pressure<br> production interference.
● Total<br> Q2 2023 revenue of US $5.8 million (C$7.8 million) and increase of 288% from Q2 2022.
● Natural<br> gas prices averaged $13.11 effective for all natural gas sales between April 1, 2023 to June 30, 2023, compared to $21.66 in Q1 2023<br> (-39%).
● Operating<br> income of US$613,232 for the three months ended June 30, 2023, compared to an operating loss of $616,660 for the three months ended<br> March 31, 2022.
● For<br> the 3 months ended June 30, 2023, oil and gas capital expenditures totaled $12.2 million, net of JV contributions, and including<br> well costs for Bayhanli-2 and Alapi-2 wells, seismic reprocessing costs and long-lead purchases. Well costs for Alapli-2 are included,<br> but production of this well did not start until Q3 2023.
● The<br>Company closed a convertible debenture financing for gross proceeds of C$15 million (~US$11 million).
● During<br> Q2 2023, the Company completed and put into production the Bayhanli-2 well with initial gross flow rates of 8MMcf/d to 9MMcf/d. The<br> Company also spud the Alapi-2 well in June 2023, which was put on production in Q3 2023 (August 2023) at an initial gross rate of<br> 8.7 MMcf/d.

NATURALGAS AND OIL PROPERTIES

Turkiye

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

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SASB

The Company’s interest in SASB is 49%. SASB is made up of >10 discrete 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 Southwest coast of Turkiye in the Black Sea, approximately 14 kilometres from shore in water depth of less than 100 meters. Total gross production to date is over 44 billion cubic feet (“Bcf”).

In Q2 2023, the Company successfully drilled the Bayhanli-2 well which discovered 43 metres of gas pay. Eight intervals of gas pay with a true thickness of about 21 metres were perforated and tested at a combined rate of 11.9 MMcf/d (gross 100% interest). Bayhanli-2 entered production with an initial rate of 8.0 MMcf/d (gross 100% interest).

The Company also successfully spudded the Alapi-2 well in Q2 2023, which was a twin of an unproduced exploration well with significant reserves. Alapi-2 discovered 40+ metres of gas pay and flow tested at a peak rate of 11.9 MMcf/d (gross 100% interest) and was put on production in Q3 2023 at an initial rate of 8.7 MMcf/d (gross 100% interest).

The Company has now successfully drilled 5 wells and re-entered one well as part of its multi well drilling program.

Cendere

The Company has a 19.6% interest in the Cendere oil field located in Southeast Turkiye all except certain wells. At June 30, 2023, the gross oil production rate for the producing wells in Cendere was 568 bbls/day (barrels per day); the average daily 2023 Q2 gross production rate for the field was 559 bbls/day. At the end of June 2023, oil was sold at a price of approximately US$79 per barrel (“bbl”). At June 30, 2023, the Cendere field was producing 85 barrels of oil per day net to the Company; and averaged 86 barrels per day during Q2 2023 net to the Company. On October 13, 2022, the joint production lease the Company holds in the region was extended to July 6, 2031.

RESULTSOF OPERATIONS

SalesVolumes

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Total sales volumes by product
Natural gas (Mcf) 351,677 13,600 2,486 599,829 24,924 2,307
Oil (bbls) 7,841 9,536 (18 ) 15,599 16,931 (8 )
Total sales (boe) 66,454 11,803 463 115,571 21,085 448
Average daily sales by product
Natural gas (Mcf/d) 3,865 149 2,486 3,314 138 2,307
Oil (bbl/d) 86 105 (18 ) 86 94 (8 )
Average daily sales (boe/d) 730 130 463 639 116 448

Average daily sales increased to 730 boe/d, 463% higher than Q2 2022.

WellOperational Efficiency

Gross Well Production (MMcf) (100%) Jan. 2023 Feb. 2023 Mar. 2023 Apr. 2023 May 2023 Jun. 2023
Total Production 176.38 155.76 188.16 254.38 169.52 318.50 
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Offline Wells West Akcakoca Akcakoca-3
Period Offline April 3, 2023 – June 15, 2023 March 28, 2023 – June 30, 2023
Total Days Offline (Q2 2023) 74 91
Total Production Days (Q2 2023) 17 0
Downtime (Q2 2023) 81.3 % 100 %

During Q2 2023, water loading and pressure differentials between the new wells in the field and other issues related to the long reach deviated wells, caused the West Akcakoca-1 and Akcakoca-3 wells to go offline temporarily. This resulted in full production at SASB from only 2 wells (South Akcakoca-2 and Guluc-2) during the quarter, as the Bayhanli-2 well entered production in late May 2023. The Company is actively working on solutions to the production issues, including the potential installation of a slim hole electrical submersible pump in certain wells. The Company expects stable production from all 6 wells at SASB by the end of Q4 2023.

AverageRealized Sales Prices

Six Months Ended June 30,
2022 Change (%) 2023 2022 Change (%)
Average realized prices
Natural gas (/Mcf) 13.11 19.27 (32 )% 16.58 16.21 2 %
Oil (/bbl) 82.91 114.51 (28 )% 82.44 107.7 (23 )%

All values are in US Dollars.

(1) See<br> “Non-GAAP and Other Financial Measures” section within this MD&A.

Natural gas is currently being sold at about US$10.30/Mcf domestically in Turkiye. The average monthly natural gas sale price during Q2 2023 was approximately US$13.11 per Mcf. Gas prices decreased compared to Q1 2023 because of the acute gas shortage easing in the region.

Oil sales from the Cendere field are sold at Brent.

NaturalGas and Oil Sales Revenue

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Natural gas 5,075,552 271,202 1772 10,594,717 404,727 2,518
Oil 741,110 1,226,771 (40 ) 1,367,884 2,106,871 (35 )
Total revenues 5,816,662 1,497,973 288 11,962,601 2,511,598 376

Trillion’s total revenues increased by $4,318,689 and $9,451,003 for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022, respectively. The increase is primarily due to an increase in the natural gas revenues due to continued production from Akcakoca South-2 and the Akcakoca-3 wells. In addition, the West Akcakoca 1, Guluc-2 and Bayhanli-2 wells entered production.

Royalties

Six Months Ended June 30,
2022 Change (%) 2023 2022 Change (%)
Royalties 727,125 187,246 288 1,495,375 314,000 376
Royalties per boe () 10.94 15.86 (31 ) 12.94 14.89 (13 )
Royalties as a % of sales 12.5 12.5 0 12.5 12.5 0

All values are in US Dollars.

(1) See<br> “Non-GAAP and Other Financial Measures” section within this MD&A.

Trillion’s SASB natural gas field and the Cendre oil field are subject to a 12.5% royalty. The Company’s royalties increased by 288%, compared to Q2 2022 due to increased natural gas production as the SASB gas field.

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ProductionExpenses

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Production Expenses 1,177,232 735,087 60 2,538,593 1,357,405 87

Production expenses increased by $442,145 and $1,181,188 for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022, respectively. This is a result of the Company commencing production on newly drilled wells in Q1 of 2022.

OperatingNetback

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Operating netback
Natural gas and oil sales 5,816,662 1,497,973 288 11,962,601 2,511,598 376
Royalties (727,083 ) (187,247 ) 288 (1,495,325 ) (313,950 ) 276
Production expenses (1,177,232 ) (735,087 ) 60 (2,538,593 ) (1,357,405 ) 87
Operating netback 3,912,347 575,639 580 7,928,683 840,243 844
Total sales volume (boe) 66,454 11,803 463 115,571 21,085 448
Operating netback (per boe) 58.87 48.77 20.7 68.60 39.85 72.2
Operating netback (%) 67.3 % 38.4 75.0 66.3 33.5 98.1
(1) See<br> “Non-GAAP and Other Financial Measures” section within this MD&A.

The Company’s operating netback increased by 75% in Q2 2023 compared to Q2 2022 due to increased production.

Generaland Administrative (“G&A”) Expenses

Three Months Ended June 30, Six Months Ended June 30,
G&A expenses, by type: 2023 2022 Change (%) 2023 2022 Change (%)
Personnel 1,328,608 710,117 87 3,136,331 1,531,542 105
Office and other 219,790 590,777 (63 ) 439,361 451,906 (2.8 )
Professional and consulting 291,564 105,456 176 448,949 351,102 28
Gross G&A 1,839,962 1,406,350 31 4,024,641 2,694,652 49
Capitalized G&A - - - - - -
G&A expenses 1,839,962 1,406,350 31 4,024,641 2,694,652 49

Overall gross G&A expenses for the three and six months ended June 30, 2023 were higher than the three and six months ended June 30, 2022 by 31% and 49%, respectively, due to higher activity levels and production ramping up at SASB.

Depletionand Depreciation

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Depletion expense 979,768 82,324 1,090 2,938,921 148,873 1,874
Depreciation expense (47,592 ) 32,960 (244 ) 126,247 43,976 187
Depletion and depreciation expense 932,176 115,284 709 3,065,168 192,849 1,489 
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For the three months ended June 30, 2023, depletion increased by $897,444 as a result of changes to estimates in reserve reports that increased the depletion base of the O&G asset, while depreciation expenses decreased due to a correction of depreciation expense recognized in Q1 2023.

For the six months ended June 30, 2023, depletion increased by $2,790,048 as a result of changes to estimates in reserve reports that increased the depletion base of the O&G asset. Depreciation increased by $82,271 primarily as a result of additions made to property and equipment during the period.

Share-BasedCompensation Expense

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Share based compensation expense 996,911 - 100 1,150,833 84,721 1,258

For the three and six months ended June 30, 2023, the Company recorded stock-based compensation of $996,911 and 1,150,833, respectively compared to $Nil and $84,721 for the three and six months ended June 30, 2022, respectively, related to the vesting of stock options and RSU’s.

Financecosts

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Interest on convertible debentures 258,797 - 100 258,797 - 100
Accretion on convertible debentures 157,213 - 100 157,213 - 100
Interest on loans and other 43,457 28,308 54 121,820 28,308 330
Accretion on loans and other 52,341 (18,469 ) (383 ) 202,341 29,448 587
Financing bonuses 50,000 - 100 50,000 - 100
Finance costs 561,808 9,839 5,610 790,171 57,756 1,268

Finance costs increased for the three and six months ended June 30, 2023 due to the Company closing a Convertible Debenture financing in April 2023, bearing interest at 12.0% per annum, resulting in interest and accretion being recognized in the current periods. Pursuant to the closing of the convertible debenture financing, the Company also recognized a bonus to the CEO of the Company. There were no such convertible debenture financing in the comparable periods. Further, the Company entered into and paid off a loan during the current period resulting in the recognition of mandatory interest and exit fees pursuant to the loan agreement.

Other(Expenses)/Income

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Other (Expenses)/Income (2,837,477 ) 662,907 (528 ) (735,752 ) 16,005 (4,697 )

For the three months ended June 30, 2023, other expenses increased primarily due to a foreign exchange loss of $5,765,602 recognized in the period as a result of the weakening Turkish currency compared to the US dollar. This is partially offset by $3,479,814 gain recognized as a result of hyperinflationary accounting. In the comparable period, other income primarily consisted of a foreign exchange gain of $449,745 recognized coupled with a gain on the change in fair value of derivative liabilities of $207,603.

For the six months ended June 30, 2023, other expenses increased primarily due to an increase in finance costs of $732,415 as a result of the convertible debentures issued during the period, resulting in interest being recognized on the convertible debentures, coupled with an increase as a result of a one-time exit fee of a short term loan. In the comparable period, other income primarily consisted of a foreign exchange gain of $328,620 recognized coupled with interest income of $35,075, and partially offset with a loss on the change in fair value of derivative liabilities of $361,170.

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Net(loss)/income

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Change (%) 2023 2022 Change (%)
Net (loss)/income (2,224,245 ) 46,246 (4,910 ) 47,154 (1,884,929 ) (103 )
Per share - basic and diluted (0.01 ) 0.00 0.00 (0.01 )

The net income for the three months ended June 30, 2023 decreased by $2,270,491, with a net loss of $2,224,245 recognized during the three months ended June 30, 2023 as compared to a net income of $46,246 for the three months ended June 30, 2022. The change is primarily due to a foreign exchange loss of $5,765,602 recognized in Q2 2023 as a result of the weakening Turkish currency compared to the US dollar. This is partially offset by an increase in revenues of $4,318,689 as a result of increased drilling in the SASB fields starting in September 2022.

The net income for the six months ended June 30, 2023 increased by $1,932,083, with a net income of $47,154 recognized during the six months ended June 30, 2023 as compared to a net loss of $1,884,929 for the six months ended June 30, 2022. The change is primarily due to an increase in revenues of $9,451,003 as a result of increased drilling in the SASB fields starting in September 2022. This is partially offset by increases in production, depletion, and general and administrative expenses as a result of increased operations compared to the prior period.

CapitalExpenditures

Three Months Ended June 30, Six Months Ended June 30,
Capital Expenditures by Type 2023 2022 Change (%) 2023 2022 Change (%)
E&E
Drilling, completions and well testing 11,814,290 - 100 16,914,407 - 100
Capitalized G&G 295,208 - 100 388,060 - 100
Other 113,822 - 100 113,822 - 100
Total E&E 12,223,320 - 100 17,416,289 - 100
PP&E
Right-of-use - - - 236,201 - 100
Leasehold improvements 1,381 17,588 (92 ) 16,933 17,588 (4 )
Other 12,445 127,388 (90 ) 44,237 142,415 (69 )
Total PP&E 13,826 144,976 (90 ) 297,371 160,003 86
Total Capital Expenditures 12,237,146 144,976 8,341 17,713,660 160,003 10,971

summaryof 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 for 2023 and in US GAAP for the prior periods and are expressed in United States dollars.

Three months ended Jun. 30,<br> <br>2023 Mar. 31,<br> <br>2023 Dec. 31,<br> <br>2022 Sept. 30,<br> <br>2022 Jun. 30,<br> <br>2022 Mar. 31,<br> <br>2022 Dec. 31,<br> <br>2021 Sept. 30,<br> <br>2021
Revenue 5,816,662 6,145,939 5,785,661 1,077,770 1,497,973 1,013,625 863,703 879,207
Net Operating Income (loss) 613,232 169,674 (3,360,325 ) (3,045,737 ) (616,661 ) (1,284,273 ) (855,233 ) (614,562 )
Net Income (Loss) (2,224,245 ) 2,271,399 (1,771,950 ) (2,464,875 ) 46,246 (1,931,175 ) (2,897,691 ) 5,447,192
Net Income (Loss) per Share (Basic and Diluted) (0.01 ) 0.01 0.00 (0.01 ) 0.00 (0.01 ) (0.02 ) 0.04
Net and Comprehensive Income (Loss) (13,628,606 ) 2,969,187 (3,049,017 ) (4,096,807 ) (823,358 ) (1,789,064 ) (3,135,281 ) 5,513,386 
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Summaryof Results During Prior Eight Quarters

Discussionof September 2021 to June 2023 Financial results

● Net<br> loss increased for the three months ended June 30, 2023, by $4,495,644 compared to the three months ended March 31, 2023, from a<br> net income of $2,271,399 to a net loss of $2,224,245. The change is primarily due a foreign exchange loss of $5,765,602 recognized<br> in Q2 of as a result of the weakening Turkish currency compared to the US dollar.
● Net<br> loss decreased for the three months ended March 31, 2023, by $4,043,349 compared to the three months ended December 31, 2022, from<br> a net loss of $1,771,950 to a net income of $2,271,399. The change is primarily due an impairment charge of $3,101,343 recognized<br> in Q4 of 2022 on the Bulgaria license due to inactivity and to an increase in revenues during the quarter due to production increases<br> at the SASB gas fields.
● Net<br> loss decreased for the three months ended December 31, 2022, by $692,925 compared to the three months ended September 30, 2022, from<br> a net loss of $2,464,875 to a net loss of $1,771,950. The increase is primarily due to an increase in revenues during the quarter<br> due to an increase in the price of oil and gas in 2022 compared to 2021 coupled with production increases at the SASB gas fields.
● Net<br> loss increased for the three months ended September 30, 2022, by $2,511,121 compared to the three months ended June 30, 2022, from<br> 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<br> 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 three<br> months ended June 30, 2022. This is coupled with a decrease of $420,203 in revenue as a result of reduced gas production in the month<br> of September.
● Net<br> 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<br> 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<br> liabilities of $568,773 recognized for the three months ended March 31, 2022 compared to a gain of $207,603 from the change in fair<br> value of derivative liabilities recognized for the three months ended June 30, 2022, representing a total change of $776,376. Foreign<br> exchange rates also fluctuated such that a gain of $449,745 was recognized for the three months ended June 30, 2022 compared to a<br> loss of $121,125 was recognized for the three months ended March 31, 2022. Revenues increased by $484,348 primarily as a result of<br> fluctuating oil sales prices between Q1 2022 and Q2 2022.
● Net<br> loss decreased for the three months ended March 31, 2022 by $966,516 compared to the three months ended December 31, 2021 from a<br> net loss of $2,897,691 to a net loss of $1,931,175. The increase is primarily due to a loss from the change in fair value of derivative<br> liabilities of $2,098,208 recognized for the three months ended December 31, 2021 and a loss of $568,773 from the change in fair<br> value of derivative liabilities recognized for the three months ended March 31, 2022, representing a total change of $1,529,435.<br> The loss from the change in the fair value of derivative liabilities for the quarter ended December 31, 2022 includes the adjustment<br> for the prior period restatement – see Note 25 to the audited consolidated financial statements.
● Net<br> loss increased for the three months ended December 31, 2021 by $8,344,883 compared to the three months ended September 30, 2021.<br> This is mainly attributable to the loss from the change in fair value of derivative liability of $2,098,208 from a gain of $6,205,914<br> for the three months ended September 30, 2021.

liquidityand capital resources

The following table summarizes our liquidity position in USD:

June 30, 2023 December 31, 2022
Cash 697,780 926,061
Working capital (deficit) (9,071,285 ) (4,819,052 )
Total assets 47,477,103 37,018,219
Total liabilities 34,775,906 16,392,288
Stockholders’ equity (deficiency) 12,701,197 20,625,931 
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As at June 30, 2023, working capital deficit was $9,071,285 in comparison to a working capital deficit of $4,819,052 as at December 31, 2022. The $4,252,233 decrease in working capital is primarily attributable to an increase of $7,832,717 in accounts payable as a result of the significant increase in O&G expenditures during the period partially offset by an increase of $2,917,510 in accounts receivable as a result of a significant cash call to a joint venture partner accrued at period end.

On April 20, 2023, the Company closed a convertible debenture unit offering for gross proceeds of CAD$15,000,000.

ConvertibleDebenture

In April 2022, the Company closed an offering of C$15.0 million in convertible debenture units. Each convertible debenture unit consisted of 1 convertible debenture (“Debenture”) in the principal amount of $1,000 and 1,667 common share purchase warrants (“Warrants”).

The Debentures have a maturity date of April 30, 2025 and bear interest at a rate of 12.0% per annum. The Debentures are convertible into common shares of the Company at a price of $0.60. Each Warrant is exercisable into one common share of the Company until June 29, 2025, at a price of $0.50.

Operating,Investing and Financing Activities

The chart below highlights the Company’s cash flows:

June 30, 2023 June 30, 2022
Net cash provided by (used in):
Operating activities 1,138,295 (5,798,415 )
Investing activities (11,954,739 ) (160,003 )
Financing activities 10,538,731 28,205,183
Effect of exchange rate on cash and cash equivalents 49,432 228,764
(Decrease)/Increase in cash, cash equivalents, and restricted cash (228,281 ) 22,475,529

CashUsed in Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2023, was $1,138,295, compared to $5,798,415 cash used in operating activities for six months ended June 30, 2022. The current period net income of $47,154 was coupled with $2,557,749 in changes in working capital items and partially offset by $1,466,608 in net non-cash items for the six months ended June 30, 2023. This compares to a net loss of $5,798,415, coupled with $4,687,288 in changes in working capital items and partially offset by $773,802 in net non-cash items for the six months ended June 30, 2022.

CashUsed in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2023, was $11,954,739, compared to $160,003 used for the six months ended June 30, 2022. Oil and gas properties expenditures increased to $17,416,289 from $Nil in the comparative period and property and equipment expenditures decreased to $61,170 from $160,003 in the comparative period.

CashProvided by Financing Activities

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

Net cash provided by financing activities for the six months ended June 30, 2023, was $10,538,731, compared to $28,205,183 for the six months ended June 30, 2022. Cash provided by financing activities in the current period was primarily related to $10,548,185 in gross proceeds from convertible debt financing net of transaction costs, $2,105,386 in proceeds from short term loans entered into in the period, and $301,836 in proceeds for the issuance of stock related to option exercises. This is partially offset by loan and lease repayments. In the comparative period cash from financing activities was primarily related to $28,748,439 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.

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FutureOperating Requirements

As of June 30, 2023, the Company had unrestricted cash of $697,780 and current liabilities of $18,650,749. The debenture proceeds received in April 2023 along with future expected operating cashflows are sufficient to repay our current liabilities in our estimation.

Our current plan of operations in the short term is to increase gas production and revenues through optimizing production on the existing six producing wells as well as to develop cost saving measures for future wells. The timing of commencing Phase II drilling at SASB for new wells is dependent upon when the best selection of future gas wells can be made and also when optimization of production from existing wells will occur. As a result of inflationary pressures, recent gas prices trending downwards and production engineering challenges, we have generated less revenue than previously expected from our initial wells. Management is confident that the current production challenges may successfully be addressed through various engineering tweaks and strategies to increase and maintain more consistent production rates. As such, our future operating requirements is substantially dependent upon the timing and success of increasing current production from the existing wells to parity to well analogs drilled historically at the SASB gas field.

Based on our current plan of operations over the next 12 months (July 2023 to May 2024), which includes: a) the start of the oil block exploration requiring a 2023 capital investment of US$3.9 million and for the first half 2024 a capital investment about US$6 Million; b) phase II of SASB with initial Capital requirements of about US$10 Million, the total required is approximately US$20 Million over the next 12 months.

Our cash on hand of $2,388,916 along with future revenue generated from existing wells at SASB, assuming we successfully implement our intended production increases are anticipated to cover a significant part of the cost of improving our working capital deficit and future capital program works. Any cash deficit will have to be resolved through future debt and or equity raises.

TRANSACTIONSWITH RELATED PARTIES

Related Party compensation for the six months ending June 30 2023 is as follows:

Name Relationship Share based (‘000) Salary, bonuses & directors fees (‘000) Total<br> <br>(‘000)
Arthur Halleran Chief Executive Officer (“CEO”) and director $ 654 * $ 132 * $ 786
Ozge Karalli Chief Financial Officer (“CFO”) 44 119 $ 163
David M. Thompson Director and former CFO 33 26 $ 59
Kubilay Yildirim Chief Operating Officer (“COO”) and Director 84 186 $ 270
Barry Wood Director 33 16 $ 49
Sean Stofer Director 33 16 $ 49

As at June 30, 2023, accounts payable and accrued liabilities included $564,417 (December 31, 2022 - $210,070) due to related parties. The amounts are unsecured, non-interest bearing and due on demand. As at June 30, 2023, notes receivable included $Nil (December 31, 2022

  • $450,325) due from related parties.

OFF-BALANCESHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

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OUTSTANDINGSHARE DATA

The Company is authorized to issue an unlimited number of common shares. As of the date of this MD&A, there were 389,677,325 common shares, 9,300,000 stock options, 128,392,689 warrants and Nil RSUs outstanding. Furthermore, there are 15,000 convertible debentures outstanding convertible at $.60 per share, which if all converted would result in the issuance of 25,000,000 common shares. There are no preferred shares outstanding.

As at June 30, 2023, 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
1,550,000 0.12 USD October 24, 2023 1,550,000
3,600,000 0.11 USD September 19, 2024 3,600,000
640,000 0.06 USD July 31, 2025 640,000
2,560,000 0.23 USD July 26, 2025 1,405,000
250,000 0.29 USD June 6, 2026 250,000
750,000 0.33 USD October 27, 2025 750,000
350,000 0.33 USD December 9, 2024 350,000
750,000 0.33 USD December 9, 2025 750,000
10,450,000 9,295,000

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
1,200,000 0.12 USD October 24, 2023 1,200,000
3,300,000 0.11 USD September 19, 2024 3,300,000
640,000 0.06 USD July 31, 2025 640,000
2,560,000 0.23 USD July 26, 2025 2,560,000
250,000 0.29 USD June 6, 2026 250,000
250,000 0.33 USD October 27, 2025 250,000
350,000 0.33 USD December 9, 2024 350,000
750,000 0.33 USD December 9, 2025 750,000
9,300,000 9,300,000

As at June 30, 2023, and as at 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 Price Expiry Date
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
1,500,000 0.37 USD April 20, 2025
62,648,450 0.37 USD June 29, 2025
1,501,440 0.23 USD June 29, 2025
128,442,689 
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Forward-lookingstatementS

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. 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.

SignificantAccounting Estimates, Judgements and Assumptions

The preparation of financial statements in conformity with IFRS requires management to make estimates, judgements, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from estimates, and those differences may be material. The estimates, judgements and assumptions used are subject to updates based on experience and the application of new information. Estimates and underlying assumptions are reviewed on an ongoing basis, and any revisions to accounting estimates are recognized in the period in which the estimates are revised.

A full list of the significant estimates and judgements made by management in the preparation of the interim financial statements and the audited 2022 financial statements is included in Note 2 “ Summary of Significant Accounting Policies” of our audited 2022 financial statements.

The Company has hired individuals who have the skills required to make such estimates and ensures that individuals or departments with the most knowledge of the activity are responsible for the estimates. Furthermore, past estimates are reviewed and compared to actual results, and actual results are compared to budgets in order to make more informed decisions on future estimates.

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RISKSMANAGEMENT

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

Explorationand Development Risk

The exploration for, and production of, hydrocarbons is a highly speculative activity which involves a high degree of risk. The Company’s current reserves will decline as reserves are produced unless the Company is able to discover and develop new reserves which involves exploration and development risk. The long-term commercial success of Trillion depends on its ability to find, acquire, develop and commercially produce hydrocarbon reserves. There can be no assurance that Trillion’s future exploration activities will result in material additions to reserves or that such activities will lead to future cash flows.

The exploration and development of hydrocarbons involve a number of uncertainties that even thorough evaluation, experience and knowledge of the industry cannot eliminate. Trillion’s exploration and possible development activities in Trillion’s properties will depend in part on the evaluation of data obtained through geophysical testing and geological analysis. The results of such studies and tests are often subject to varying interpretations and no assurance can be given that such activities will produce hydrocarbons in commercial quantities. The exploration, evaluation and development activities that will be undertaken by Trillion are subject to greater risks than those normally associated with the acquisition and ownership of producing properties. Trillion’s properties may fail to produce hydrocarbons in commercial quantities.

CommodityPrice Risk

Commodity prices are unstable and are subject to wide fluctuations in response to relatively minor changes in the supply and demand for oil and natural gas, market uncertainty and a variety of additional factors beyond the control of the Company. These factors include, but are not limited to, expectations regarding global supply and demand, government regulations, actions of Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas exporting countries, international conflicts, weather conditions, risks of supply disruption, availability of alternative fuel sources, political conditions, actions of governmental authorities, and the impacts of worldwide pandemics or other events.

Any material decline in prices will result in a reduction of Trillion’s future revenue and cash flows from operations. The economics of producing from some wells may change as a result of lower prices, which could result in a reduction in the volumes of Trillion’s reserves. Trillion might also elect not to produce from certain wells at lower prices. All of these factors could result in a sustained and material decrease in Trillion’s future net production revenue which would have an adverse effect on the carrying value of the Company’s reserves, its borrowing capacity, profitability and cash flows from operations, and may have a material adverse effect on the Company’s business, financial condition, results or operations, and its acquisition and development activities.

ForeignCurrency 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 June 30, 2023, 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 June 30, 2023 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 $71,388 in the Company’s consolidated statements of loss and comprehensive loss, respectively. In addition, the Company is subject to the risk of hyperinflation. When hyperinflation is deemed to exist, the subsidiary’s financial statements are first restated before being translated into the consolidated financial statements. Comparative amounts are excluded from the restatement requirement when the presentation currency of the ultimate financial statements into which they will be included (USD) is non-hyperinflationary.

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CreditRisk

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, amounts receivable which consists primarily of trade receivables and GST receivable and notes and amounts receivable for equity issued. The Company limits its exposure to credit loss on cash by placing its cash with a high-quality financial institution. Exposure to credit loss notes and amounts receivable for equity issued is limited by entering into these types of transactions with related parties and entities that are well known to the Company.

The Company only has two customers. 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. One of the customers is the largest oil refinery in Turkiye. The other customer provides letters of credit to be used by the Company in the event of default. As at March 31, 2023, all of the Company’s trade receivables are current (< 30 days outstanding).

The Company’s maximum credit exposure is $3,799,115 (December 31, 2022 - $5,263,886).

LiquidityRisks

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 Company anticipates increases in revenue in future periods resulting from the completion of an additional well subsequent to the period end. Historically, the Company’s sources of funding has been through equity and debt financings. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.

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

As at June 30, 2023 Less than<br><br> <br>1 year 1 - 2 years Later than<br><br> <br>2 years Total
Accounts payable and accrued liabilities $ 18,432,797 $ - $ 18,432,797
Loans payable 121,445 - 121,445
Lease liability 28,275 147,084 346,191
RSU obligation 71,046 - 71,046
Convertible debt - - 15,000,000
Total liabilities $ 18,653,563 $ 147,084 $ 33,971,479

All values are in US Dollars.

As at December 31, 2022 Less than<br><br> <br>1 year 1 - 2 years Later than<br><br> <br>2 years Total
Accounts payable and accrued liabilities $ 10,600,080 $ - $ - $ 10,600,080
Loans payable 145,866 20,689 - 166,555
Lease liability 4,807 4,807 - 9,614
RSU obligation 295,747 - - 295,747
Derivative liability - 4,827 - 4,827
Total liabilities $ 11,046,500 $ 30,323 $ - $ 11,076,823

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.

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ClimateChange Risks

Our exploration and production infrastructure and other operations and activities emit greenhouse gasses (“GHG”) which may require us to comply with emissions legislation in Turkiye. 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, and/or national 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.

Non-GAAPand Other Financial Measures

Non-GAAPFinancial Measures

OperatingNetback

Operating netback is calculated as natural gas, oil and condensate sales revenues less royalties and production expenses. This calculation is provided in the “Operating Netback” section of this MD&A using our IFRS measures. Operating netback is a common metric used in the oil and gas industry to demonstrate profitability from operations.

Non-GAAPFinancial Ratios

OperatingNetback per Boe

Operating netback is calculated as production revenue less production, transportation and royalty expenses, on a per unit basis, which is per barrel of oil equivalent (“boe”). It is a common non-GAAP measure used in the oil and gas industry and management believes this measurement assists in evaluating the operating performance of the Company. It is a measure of the economic quality of the Company’s producing assets and is useful for evaluating variable costs as it provides a reliable measure regardless of fluctuations in production. Trillion calculated operating netback per boe as operating netback divided by total sales volumes (barrels of oil equivalent). This calculation is provided in the “Operating Netback” section of this MD&A using our IFRS measures.

OperatingNetback Margin

Operating netback margin is calculated as operating netback divided by natural gas and oil sales. Operating netback margin is a measure of the profitability per boe relative to natural gas, oil and condensate sales revenues per boe.

Three Months Ended
June 30, 2023 June 30, 2022
Natural gas and oil sales 5,816,662 1,497,973
Operating netback 3,912,347 575,639
Operating netback margin 67.3 % 38.4 %
Six Months Ended
--- --- --- --- --- --- ---
June 30, 2023 June 30, 2022
Natural gas and oil sales 11,962,601 2,511,598
Operating netback 7,928,683 840,243
Operating netback margin 66.3 % 33.5 % 
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CapitalManagement Measures

FundsFlow from Operations

Funds flow from operations is included in the Company’s consolidated statements of cash flows. Trillion considers funds flow from operations to be a key measure of operating performance as it demonstrates the Company’s ability to generate the funds necessary to finance capital expenditures and repay debt. Management believes that by excluding the temporary impact of changes in non-cash operating working capital, funds flow from operations provides a useful measure of the Company’s ability to generate cash that is not subject to short-term movements in non-cash operating working capital. A reconciliation of funds flow from operations to cash flows from operating activities is as follows:

Six Months Ended
June 30, 2023 June 30, 2022
Cash flows from operating activities 1,138,295 (5,798,415 )
Add back changes in non-cash working capital (2,557,749 ) 4,687,288
Funds flow from operations (1,419,454 ) (1,111,127 )

NetWorking Capital

Net working capital is computed as current assets less current liabilities. Net working capital is a measure of liquidity, is used to evaluate financial resources, and is calculated as follows:

As at
June 30, 2023 Dec, 31, 2022
Total current assets 9,579,464 6,226,698
Total current liabilities (18,650,749 ) (11,045,750 )
Net working capital deficit (9,071,285 ) (4,819,052 )

SupplementaryFinancial Measures

“Averagerealized natural gas price - $/Mcf” is comprised of natural gas sales as determined in accordance with IFRS, divided by the Company’s natural gas sales volumes.

“Averagerealized oil price - $/bbl” is comprised of oil sales as determined in accordance with IFRS, divided by the Company’s oil sales volumes.

“Averagerealized price - $/boe” is comprised of natural gas and oil sales as determined in accordance with IFRS, divided by the Company’s total natural gas, and oil sales volumes (barrels of oil equivalent).

“Royaltiesper boe” is comprised of royalties, as determined in accordance with IFRS, divided by the total natural gas and oil sales volumes (barrels of oil equivalent).

“Royaltiesas a percentage of sales” is comprised of royalties, as determined in accordance with IFRS, divided by the total natural gas and oil sales, as determined in accordance with IFRS.

“Productionexpenses per boe” is comprised of production expenses, as determined in accordance with IFRS, divided by the total natural gas and oil sales volumes (barrels of oil equivalent).

“G&Aexpenses per boe” is comprised of net G&A expense, as determined in accordance with IFRS, divided by the total natural gas and oil sales volumes (barrels of oil equivalent).

“DD&Aexpense per boe” is comprised of DD&A expense, as determined in accordance with IFRS, divided by the total natural gas and oil sales volumes (barrels of oil equivalent).

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Abbreviations

The following is a list of abbreviations that may be used in this MD&A:

Oil and Natural Gas Measurement Other
bbl(s) barrel(s) C$ Canadian dollar
bbls/d barrels per day CSE Canadian Securities Exchange
Mbbls thousand barrels TL Turkish Lira
Mcf thousand cubic feet TPAO Turkish Petroleum Corporation
Mcf/d thousand cubic feet per day $ or US$ United States dollar
MMcf million cubic feet
MMcf/d million cubic feet per day
MMBtu million British Thermal Units
boe barrels of oil equivalent
boe/d barrels of oil equivalent per day
Mboe thousand barrels of oil equivalent

BOEDisclosure. The term barrels of oil equivalent (“boe”) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet per barrel (6 Mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All boe conversions in this MD&A are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.

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