Filed
Pursuant to Rule 424(b)(5)
Registration
Statement 333-281813
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated September 10, 2024)
TRIO
PETROLEUM CORP.
Up
to $4,800,000 of Common Stock
We
may offer to sell up to $4,800,000 in the aggregate of our shares of common stock, $0.0001 per share from time to time pursuant to this
prospectus supplement through Spartan Capital Securities, LLC, which we refer to as the Sales Agent, pursuant to a Sales Agreement,
dated September 26, 2024 (the “ATM Agreement”).
Our
common stock is listed on the NYSE American (“NYSE American”) under the symbol “TPET.” On September 24, 2024,
the last sale price of our common stock as reported on the NYSE American was $0.18 per share.
Sales
of our common stock, if any, under this prospectus supplement and the accompanying base prospectus may be made in sales deemed to be
“at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), including sales made directly on the NYSE American, or any other existing trading market for our common stock, sales made
to or through a market maker in a transaction consummated other than on an exchange, or in negotiated transactions at market prices prevailing
at the time of sale or at prices related to such prevailing market prices. The Sales Agent is not required to sell any specific number
or dollar amount of shares but will use commercially reasonable efforts to sell on our behalf all of the shares of common stock requested
to be sold by us, consistent with its normal trading and sales practices, subject to the terms and conditions of the ATM Agreement. There
is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The
Sales Agent will be entitled to cash compensation at a fixed commission rate of up to 3% of the gross sales price per share sold through
it under the ATM Agreement. In connection with the sale of our common stock on our behalf, the Sales Agent will be deemed to be an “underwriter”
within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts.
See “Plan of Distribution” beginning on page S-20 for additional information regarding the Sales Agent’s compensation.
We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities
under the Securities Act. This offering pursuant to this prospectus supplement will terminate upon the earlier of (1) the sale of common
stock pursuant to this prospectus supplement having an aggregate sales price of $4,800,000 and (2) the termination by us or the Sales
Agent of the ATM Agreement pursuant to its terms.
We
are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and as such, are
subject to reduced public company disclosure standards for this prospectus supplement, the accompanying base prospectus and our filings
with the Securities and Exchange Commission (the “SEC”). See “Prospectus Supplement Summary - Implications
of Being an Emerging Growth Company.”
The
aggregate market value of our outstanding common stock held by non-affiliates is approximately $14,485,279 based on 50,578,328
shares of outstanding common stock on September 24, 2024, of which 47,183,320 shares are held by non-affiliates, and
a per share price of $0.307 which was the closing price of our common stock as quoted on the NYSE American on August 12,
2024, which was the highest closing price of our common stock on the NYSE American within the prior 60 days. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third of our public
float in any 12-month period so long as our public float remains below $75,000,000. During the 12-calendar month period that ends on,
and includes, the date of this prospectus supplement, we have not offered and sold any of our securities pursuant to General Instruction
I.B.6 of Form S-3.
Investing
in our securities involves a high degree of risk. You should read this prospectus supplement, the accompanying base prospectus and the
information incorporated herein and therein by reference carefully before you make your investment decision. See “Risk Factors”
beginning on page S-16 of this prospectus supplement and on page 14 of the accompanying base prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is
a criminal offense.
Spartan
Capital Securities, LLC
The
date of this prospectus supplement is September 27, 2024
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
PROSPECTUS
You
should rely only on the information we have provided or incorporated by reference in this prospectus supplement, the accompanying base
prospectus, and any future amendment to this prospectus supplement or additional prospectus supplement. We have not authorized anyone
to provide you with information different from that contained or incorporated by reference in this prospectus supplement, the accompanying
base prospectus, and any future amendment to this prospectus supplement or additional prospectus supplement.
This
prospectus supplement, the accompanying base prospectus and any future amendment to this prospectus supplement or additional prospectus
supplement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful
to do so.
You
should assume that the information contained in this prospectus supplement, the accompanying base prospectus and in any future amendment
to this prospectus supplement or additional prospectus supplement is accurate only as of their respective dates and that any information
we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of
delivery of this prospectus supplement, the accompanying base prospectus or any future amendment to this prospective supplement or additional
prospectus supplement for any sale of securities.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying base prospectus are part of a registration statement on Form S-3 (File No. 333-281813) that we filed with the SEC utilizing a “shelf” registration process. Under the shelf registration process, we may offer shares
of our common stock having an aggregate offering price of up to $100,000,000 from time to time under this prospectus supplement at prices
and on terms to be determined by market conditions at the time of offering.
This
prospectus supplement describes the specific terms of the common stock we are offering and also adds to, and updates information contained
in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. To the extent there
is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the
accompanying base prospectus or any document incorporated by reference into this prospectus supplement that was filed with the SEC before
the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement
in one of these documents is inconsistent with a statement in another document having a later date - for example, a document
incorporated by reference into this prospectus supplement - the statement in the document having the later date modifies
or supersedes the earlier statement.
You
should rely only on the information contained in, or incorporated by reference into this prospectus supplement, the accompanying base
prospectus, and in any free writing prospectus that we may authorize for use in connection with this offering. We have not, and the Sales
Agent has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the Sales Agent is not, making an offer to sell or soliciting an offer to buy
our securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation
is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information
appearing in this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein,
and in any free writing prospectus that we may authorize for use in connection with this offering, is accurate only as of the date of
those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
You should read this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein,
and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety before making an investment
decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus
supplement entitled “Where You Can Find More Information” and “Incorporation by Reference.”
We
are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The
distribution of this prospectus supplement and the accompanying base prospectus, and the offering of the common stock in certain jurisdictions
may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying
base prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution
of this prospectus supplement and the accompanying base prospectus outside the United States. This prospectus supplement and the accompanying
base prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any
securities offered by this prospectus supplement and the accompanying base prospectus by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference into the prospectus supplement and accompanying base prospectus were made solely for the benefit of
the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and
should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were
accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately
representing the current state of our affairs.
This
prospectus supplement and the accompanying base prospectus contain, or incorporate by reference, trademarks, tradenames, service marks
and service names of Trio Petroleum Corp.
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein contain or may
contain forward looking statements that involve risks and uncertainties, principally in the sections entitled “Risk Factors.”
All statements other than statements of historical fact contained in this prospectus supplement, the accompanying based prospectus, and
the documents incorporated by reference herein and therein, including statements regarding future events, our future financial performance,
business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to
identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although
we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined
under “Risk Factors” or elsewhere in this prospectus supplement, the accompanying base prospectus, and the documents incorporated
by reference herein and therein, which may cause our or our industry’s actual results, levels of activity, performance or achievements
to be different than those expressed or implied by these forward-looking statements.
We
have based these forward-looking statements largely on our current expectations and projections about future events and financial trends
that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations,
and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results
to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this prospectus and the accompanying base prospectus, and in particular, the risks
discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the SEC. The following
discussion should be read in conjunction with the consolidated financial statements for the fiscal years ended October 31, 2022 and 2023
and notes incorporated by reference herein. We undertake no obligation to revise or publicly release the results of any revision to these
forward-looking statements, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events
and circumstances discussed in this prospectus and the accompanying base prospectus may not occur and actual results could differ materially
and adversely from those anticipated or implied in the forward-looking statement.
Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the
times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available
at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject
to risks and uncertainties that could cause actual performance or results to differ materially from what is expressed in or suggested
by the forward-looking statements. Forward-looking statements speak only as of the date they are made. You should not put undue reliance
on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities
laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with
respect to those or other forward-looking statements.
PROSPECTUS
SUPPLEMENT SUMMARY
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying base prospectus and the documents
we incorporate by reference herein and therein. This summary does not contain all the information that you should consider before investing
in our common stock. You should carefully read this entire prospectus supplement and the accompanying base prospectus, including all
documents incorporated by reference herein and therein. In particular, attention should be directed to our “Risk Factors,”
“Information With Respect to the Company,” “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and the financial statements and related notes thereto contained herein or otherwise incorporated by reference herein,
before making an investment decision.
Business
Overview
TPET
is a California-based oil and gas exploration and development company headquartered in Bakersfield, California, with its principal executive
offices located at 5401 Business Park South, Suite 115, Bakersfield, California 93309, and with operations in Monterey County, California,
and Uintah County, Utah. The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund, and operate oil
and gas exploration, development and production projects, initially focusing on one major asset in California, the South Salinas Project
(“South Salinas Project”).
We
have had revenue-generating operations since the McCool Ranch Oil Field was restarted on February 22, 2024, and recognized our first
revenues in our fiscal quarter ended April 30, 2024, and received initial proceeds from these operations in June 2024.
TPET
was formed to initially acquire from Trio Petroleum LLC (“Trio LLC”) an approximate 82.75% working interest, which was subsequently
increased to an approximate 85.775% working interest, in the large, approximately 9,300-acre South Salinas Project that is located in
Monterey County, California, and subsequently partner with certain members of Trio LLC’s management team to develop and operate
those assets. TPET holds an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the
South Salinas Project. Trio LLC holds an approximate 3.8% working interest in the South Salinas Project. TPET and Trio LLC are separate
and distinct companies.
California
is a significant part of TPET’s geographic focus and we recently acquired a 22% working interest in the McCool Ranch Oil Field
(the “McCool Ranch Oil Field”, “McCool Ranch Field” or “McCool Ranch”) in Monterey County,
California. TPET’s interests also extend beyond California and we recently acquired an interest in the Asphalt Ridge Project in
Uintah County, Utah. We may acquire additional assets both inside and outside of California and Utah.
For
the year ended October 31, 2022, we generated no revenues, reported a net loss of $3,800,392 and cash flows used in operating activities
of $502,144. For the year ended October 31, 2023, we generated no revenues, reported a net loss of $6,544,426 and cash flows used in
operating activities of $4,036,834. We began generating revenues in the fiscal quarter ended April 30, 2024. For the three months ended
April 30, 2024, we reported a net loss of $4,045,935 and cash flows used in operating activities of $682,525. As of October 31, 2023
and April 30, 2024, we had an accumulated deficit of $10,446,882 and $16,194,865 respectively. There is substantial doubt regarding our
ability to continue as a going concern as a result of our accumulated deficit and no source of revenue sufficient to cover our cost of
operation as well as our dependence on private equity and financings. See “Risk Factors-Risks Relating to Our Business-We have
a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going
concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report
for the years ended October 31, 2023 and 2022.”
Recent
Business Developments
Changes
to Company Management
Changes
were made in June and July 2024, to our management team, including the following: 1) on June 17, 2024, Robin Ross, one of the original
founders of the Company and a former director of the Company from August 2021 to May 2023, was re-appointed by the Company’s Board
of Directors (the “Board”) to fill the vacancy created by Frank Ingriselli’s resignation as a member of the Board and
was also appointed as Chairman of the Board; 2) on June 17, 2024, Stan Eschner, our former Executive Chairman, became our Vice Chairman
of the Board replacing Frank Ingriselli who also stepped down from that position; 3) on July 11, 2024, Michael L. Peterson, the Company’s
Chief Executive Officer and a director of the Company, resigned as Chief Executive Officer and a director of the Company and was engaged
as a consultant to the Company; and 4) on July 11, 2024, Mr. Ross was appointed as the Company’s Chief Executive Officer, and now
currently serves as Chief Executive Officer of the Company and Chairman of the Board.
Changes
to Independent Registered Public Accounting Firm
On
May 6, 2024, the Company dismissed BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting
firm, as a result of Borgers no longer being able to audit the Company’s financial statements, pursuant to an order by the Securities
and Exchange Commission (“SEC”) against Borders (the “SEC Order”). Effective May 8, 2024, the Company retained
Bush & Associates CPA LLC (“Bush & Associates”) as its new independent registered public accounting firm. Also, pursuant
to the requirements of the SEC Order, Bush & Associates re-audited the Company’s financial statements for the fiscal years
ended October 31, 2023 and 2022, which financial statements were filed with Amendment No. 1 to the Company’s Report on Form 10-K/A
filed with the SEC on June 13, 2024.
South
Salinas Project
Efforts
to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing.
In the meantime, the Company recently determined that existing permits allow production testing to continue at the HV-3A discovery well
at Presidents Field and, consequently, testing operations were restarted at this well on March 22, 2024. The well has been producing
with a generally favorable oil-water ratio and the Company expects, in the fourth calendar quarter of 2024, to takes steps to attempt
to improve oil production from this well, for example by adding up to 625 feet of additional perforations in the oil zone and/or acidizing
the well for borehole cleanup. Upon completion of a workover, we anticipate production of at least 30 BOPD, which was the average rate
in the well’s first month of production. First oil sales from the HV-3A well occurred in August 2024.
McCool
Ranch Oil Field Purchase Agreement
On
October 16, 2023, TPET entered into a Purchase and Sale Agreement with Trio LLC (the “McCool Ranch Purchase Agreement”) pertaining
to the McCool Ranch Oil Field. Pursuant to this agreement, effective October 1, 2023, we acquired an approximate 22% working interest
in and to certain oil and gas assets at the McCool Ranch Field, which is located in Monterey, County, California, just seven miles from
our flagship South Salinas Project. The assets are situated in what is known as the “Hangman Hollow Area” of the McCool Ranch
Field. The acquired property is a relatively new oil field (discovered in 2011) developed with six oil wells, one water-disposal well,
steam generator, boiler, three 5,000 barrel tanks, 250 barrel test tank, water softener, two freshwater tanks, two soft water tanks,
in-field steam pipelines, oil pipelines and other facilities. The property is fully and properly permitted for oil and gas production,
cyclic-steam injection and water disposal. We are acquiring the working interest at McCool Ranch through primarily work commitment expenditures
that are being allocated to restart production at the field and establish cash flow for us, with upside potential given the numerous
undrilled infill and development well locations. Oil production was restarted on February 22, 2024.
McCool
Ranch operations have been successfully restarted, including the restarting of oil production at the HH-1, 35X and 58X wells. The HH-1
well has a short horizontal completion in the Lombardi Oil Sand, whereas the 35X and 58X wells are both vertical wells with similar oil
columns in the Lombardi Oil Sand and with similar subsurface borehole completions. The HH-1 well at McCool Ranch upon restart was initially
producing about 47 barrels of oil per day and it and the 35X well is currently producing about 20 bopd. The 58X well is temporarily idle
and awaiting heat treatment, probably cyclic steam, which the Company expects to accomplish, during the fourth calendar quarter of 2024.The
oil production at the HH-1 well is currently “cold” (i.e., without steam).
The
aforementioned initial three wells at McCool Ranch were each restarted and produced “cold” (i.e. without steam injection),
which allows for lower operating costs, with expectation that each would be produced cold as long as profitable. The Company’s
expectation was and is that each well will probably transition at some point from cold production to cyclic-steam operations, also known
as “huff and puff,” which is expected to significantly increase production. The wells at McCool Ranch historically have responded
favorably when cyclic-steam operations have been applied.
Production
has been stable for a number of months at about 20 BOPD from the HH-1 and 35X wells collectively and we are actively continuing operations
to increase oil production and cash flow. The Company is planning to acidize the HH-1 and 35X wells in the fourth calendar quarter of
2024 and anticipates a notable increase in oil production. Planning is underway to return the 58X, HH-3 and HH-4 wells to production
in the fourth calendar quarter 2024. Operations continue to prepare the field for cyclic-steam operations – when our current five
oil wells were initially steamed in 2014-2015 oil production steadily increased over a nine month period from 30 BOPD to a peak of about
400 BOPD. Our objective is to achieve a minimum of 60 BOPD at McCool Ranch before end of the fourth calendar quarter of 2024
All
water produced from the wells at McCool Ranch is disposed on-site in the San Ardo WD-1water disposal well.
The
HH-1 well was initially produced cold for about 380 days in 2012-2013, during which time peak production was about 156 barrels of oil
per day (“BOPD”), average production was about 35 BOPD and cumulative production was about 13,147 barrels of oil (“BO”).
The 58X well was initially produced cold for about 230 days in 2011-2013, during which time peak production was about 41 BOPD, average
production was about 13 BOPD and cumulative production was about 2,918 BO.
KLS
Petroleum Consulting LLC (“KLSP”), a third-party, independent engineering firm, recommends that McCool Ranch be developed
with horizontal wells, each landed in the Lombardi Oil Sand with a 1,000-foot lateral. Management estimates that TPET’s property
can probably accommodate approximately 22 additional such horizontal wells and TPET accordingly may commence a drilling program in the
first calendar quarter of 2025. TPET expects to add the reserve value of the McCool Ranch Field to the Company’s reserve report
after a further period of observation and review of the oil production that was restarted on February 22, 2024.
Asphalt
Ridge Option Agreement
On
November 10, 2023, TPET entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”)
with Heavy Sweet Oil LLC (“HSO”). Pursuant to the Asphalt Ridge Option Agreement, the Company acquired an option to purchase
up to a 20% working interest in certain leases at a long-recognized, major oil and tar-sand accumulation in northeastern Utah, in Uintah
County, southwest of the city of Vernal, totaling an initial 960 acres and subsequently an offsetting 1,920 acres. HSO holds the right
to such leases below 500 feet depth from surface and the Company acquired the option to participate in HSO’s initial 960 acre drilling
and production program (the “HSO Program”) on such Asphalt Ridge Leases. TPET also holds the right of first refusal to participate
in up to a 20% working interest on the greater approximate 30,000 acre leasehold at terms offered to other third-parties. On December
29, 2023, the Company and HSO entered into an Amendment to Leasehold Acquisition and Development Agreement (the “Amendment to the
Asphalt Ridge Option Agreement”), pursuant to which the Company and HSO amended the Asphalt Ridge Option Agreement to provide that,
within three (3) business days of the effective date of the Amendment to the Asphalt Ridge Option Agreement, the Company would fund $200,000
of the $2,000,000 total purchase price in advance of HSO satisfying the closing conditions set forth in the Asphalt Ridge Option Agreement,
in exchange for the Company receiving an immediate 2% interest in the Asphalt Ridge Leases, which advanced funds would be used solely
for the building of roads and related infrastructure in furtherance of the development plan. In January, 2024, the Company funded an
additional $25,000 resulting in a 2.25% working interest in the Asphalt Ridge Leases.
The
Asphalt Ridge Project, according to J. Wallace Gwynn of Energy News, is estimated to be the largest measured tar-sand resource in the
United States, and is unique given its low wax and negligible sulfur content, which is expected to make the oil produced very desirable
for many industries, including shipping.
Asphalt
Ridge is a prominent, northwest-southeast trending topographic feature (i.e., a dipping slope called a hog’s back or cuesta) that
crops-out along the northeast flank of the Uinta Basin. The outcrop is comprised largely of Tertiary and Cretaceous age sandstones that
are locally highly-saturated with heavy oil and/or tar. The oil-saturated sandstones extend into the shallow subsurface of the Uinta
Basin to the southwest, which is the site of the Asphalt Ridge Development Project, and where the sandstones are estimated in various
independent studies to contain billions of barrels of oil-in-place. The project leasehold comprises over 30,000 acres and trends northwest-southeast,
along the trend of Asphalt Ridge, over a distance of about 20 miles.
The
area has been underdeveloped for decades due, in large part, to lease ownership issues and the definition of heavy oil falling under
mining regulations in the State of Utah. These factors created conflict between surface rights and subsurface mineral rights and were
obstacles to developing the asset using proven advanced cyclic-steam production techniques. Necessary permits have now been secured that
should allow drilling to commence by our operating partner. HSO hopes to continue to work with the State of Utah to supplement prior
receipt of permits with other state incentives, including working with the State on an arrangement requiring only an 8% state royalty
in connection with this project.
An
early development phase contemplates the development of 240 acres with an estimated 119 wells in the Northwest Asphalt Ridge Area. The
plan is to develop the 240 acres using downhole heaters initially and subsequently using advanced cyclic-steam production techniques,
including initial CO2 injection. This phase contemplates seventeen 7-spot hexagonal well patterns on 2 ½ acre spacing (a 7-spot
has a central steam/CO2 injection well that is surrounded by six producing oil wells). Upgrades have been made to existing roads and
well pads as part of this early development phase.
Two
oil-saturated Cretaceous sandstones are targeted for development at Asphalt Ridge: the Rimrock Sandstone and the underlying Asphalt Ridge
Sandstone. TPET expects to add the reserve value, if any, of the Asphalt Ridge Project to the Company’s reserve report after a
brief period of observation and review of the oil development operations that commenced in the second quarter of 2024.
During
the quarterly period ended April 30, 2024, we announced the commencement of drilling activities at Asphalt Ridge. The first well, HSO
8-4 (API# 4304757202), was spud on May 10, 2024 and drilled to a total depth of 1,020 feet. The well found 100 feet of Rimrock Sandstone
tar-sand pay zone with good oil saturation and good porosity. Thirty feet of the Rimrock was cored. A small, representative piece of
Rimrock core was placed in water and brought to boiling point, and within a few minutes the sand disaggregated and the bitumen became
liquid, mobile-oil, floating on top of the water - this simple laboratory test indicates that the bitumen becomes mobile-oil at relatively
low temperatures and supports our contention that oil extraction using subsurface thermal-recovery methods may be very successful. A
second well, the HSO 2-4 (API# 430475201), was spud on May 19, 2024 and drilled to a total depth of 1,390 feet. The well drilled through
both the Rimrock tar-sand, which had a thickness of 135 feet, and the Asphalt Ridge tar-sand, which had a thickness of 59 feet. A downhole-heater
has been installed in the 2-4 well and initial production commenced in the third calendar quarter of 2024. A third well is planned
to be drilled in the fourth calendar quarter of 2024.
The
HSO 2-4 well is currently producing water and some oil, utilizing a downhole heater, and the operator, Valkor LLC, expects production
may stabilize late in the third calendar quarter of 2024 or early in the fourth calendar quarter of 2024. Downhole heater operations
are expected to be operational by mid-October 2024 at the 8-4 well. We expect one additional well at Asphalt Ridge by end of the fourth
calendar quarter of 2024. These three wells are projected to produce roughly 100-150 BOPD by end of the fourth calendar quarter of 2024.
TPET
currently owns a 2.25% working interest in 960 acres at Asphalt Ridge, and under an option may acquire up to a 20% working interest in
the same 960 acres and also up to a 20% working interest in an adjacent 1,920 acres. Additionally, TPET has a right of first refusal
to acquire up to a 20% working interest in the additional approximate 30,000 acres of the greater Asphalt Ridge Project at terms offered
to third-parties. TPET has until December 10, 2024, to exercise its right to acquire the remaining 17.75% interest in the initial
960 acres. TPET has until the earlier of the successful drilling and completion of 50 new wells, or November 10, 2025, to exercise its
option on the adjacent 1,920 acres. We have until December 10, 2024 to pay HSO an additional $1,775,000 to exercise the option
for the remaining 17.75% working interest in the initial 960 acres of the Asphalt Ridge Leases. Assuming that we raise sufficient funds
in a current offering, we plan to use $1,775,000 of the net proceeds to exercise the remaining 17.75% working interest in the initial
960 acres of the Asphalt Ridge Leases. If this option is not exercised on or before such date, we will forfeit any further right to acquire
this additional 17.75% working interest in the initial 960 acres.
Carbon
Capture and Storage Project
TPET
is committed to attempting to reduce its own carbon footprint and, where possible, that of others. For this reason, TPET is taking initial
steps to launch a Carbon Capture and Storage (CCS) project as part of the South Salinas Project. The South Salinas Project appears ideal
for a CCS project. The South Salinas Project covers a vast area and is uniquely situated at a deep depocenter where there are thick geologic
zones (e.g., Green one, Blue Zone and aqueros Sandstone, each up to approximately 500’ thick), up to about
two miles deep, which could accommodate and permanently store vast volumes of CO2. Four existing deep wells in the South Salinas Project
(i.e., the HV 1-35, BM 2-2, BM 1-2-RD1 and HV 3-6 wells) are excellent candidates for use as CO2 injection wells. A CCS project in the
future may help reduce TPET’s carbon footprint by sequestering and permanently storing CO2 deep underground at one or more deep
wells, away from drinking water sources. Furthermore, the aforementioned four deep wells are located near three idle oil and
gas pipelines that could be used to import CO2 to the Company’s CCS Project. It may be feasible to initially sequester CO2 as
part of a CO2 flood, by injection CO2 into oil and gas reservoirs, which would be expected to enhance oil and gas production. TPET
has opened discussions with third parties who wish to reduce their own greenhouse gas emissions and who may be interested in participating
in our CCS project. TPET believes it feasible to develop the major oil and gas resources of the South Salinas Project and to concurrently
establish a substantial CCS project and potentially a CO2 storage hub and/or Direct Air Capture (DAC) hub.
Market
Opportunity
We
believe that we can establish oil and gas operations that have the potential to achieve profitability in California and Utah, where we
currently have projects, and elsewhere.
The
oil and gas industry is operationally challenging in California, where we have the South Salinas and McCool Ranch assets, due primarily
to regulatory issues and to efforts to facilitate an energy transition away from fossil fuels, but California nevertheless is a major
consumer of petroleum products, and TPET believes that it has the capacity to continue to operate in California and that the market for
oil and gas in California will remain strong for the foreseeable future. Furthermore, TPET is attempting to launch a Carbon Capture and
Storage Project as part of the South Salinas Project, consistent with efforts in California to reduce carbon footprint. The Company hopes
and expects TPET’s commitment to reduce carbon footprint through a Carbon Capture and Storage Project to be viewed favorably by
California regulatory bodies, perhaps helping to facilitate operations at the South Salinas Project and elsewhere.
The
oil and gas industry currently appears operationally favorable in Utah, where we have the Asphalt Ridge asset. TPET believes that the
overall operating environment and the market for oil and gas in Utah should remain favorable for the foreseeable future.
TPET’s
operations may help meet the USA’s demanding oil and gas needs that are expected to remain strong for the foreseeable future, while
supporting the country’s goal of energy independence, and supporting local and state economies with tax revenue and jobs. TPET’s
Carbon Capture and Storage Project may help reduce the Company’s and California’s carbon footprint.
Estimated
undeveloped reserves and cash flow
The
following table summarizes the Company’s estimated undeveloped reserves and cash flow at the South Salinas Project, as of April
30, 2024. The Company estimates it will have estimates of reserves and cash flow for the McCool Ranch Field and for the Asphalt Ridge
Project (based on either a 20% working interest or 2.25% working interest, if the option for the additional 17.75% working interest in
the Asphalt Ridge Leases is not exercised on or before December 10, 2024), after further observations of initial operations at
those properties, which is expected by the end of TPET’s fiscal year on October 31, 2024.
Table
1: Estimated Undeveloped Reserves and Cash Flow
| A. | |
Phase 1 Undeveloped Reserve Categories | |
Net Trio Undeveloped Oil Reserves (Stock Tank Barrels) | | |
Net Trio Undeveloped Gas Reserves (1000 CF, or MCF) | | |
Net Trio Undeveloped Reserves (Barrels Oil Equivalent) | | |
Trio Undiscounted Net Cash Flow ($) | | |
Trio Net Cash Flow Discounted at 10% ($) | |
| | |
Probable (P2) Undeveloped of Phase 1 | |
| 2,017,620.0 | | |
| 2,133,250.0 | | |
| 2,373,161.7 | | |
$ | 107,374,250.00 | | |
$ | 33,698,230.00 | |
| | |
Possible (P3) Undeveloped of Phase 1 | |
| 3,841,380.0 | | |
| 7,449,100.0 | | |
| 5,082,896.7 | | |
$ | 307,886,460.00 | | |
$ | 139,189,600.00 | |
| B. | |
Phase 2 Undeveloped Reserve Categories | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| | |
Probable (P2) Undeveloped of Phase 2 | |
| 3,227,940.0 | | |
| 3,392,940.0 | | |
| 3,793,430.0 | | |
$ | 168,622,080.00 | | |
$ | 45,938,680.00 | |
| | |
Possible (P3) Undeveloped of Phase 2 | |
| 6,759,630.0 | | |
| 11,735,140.0 | | |
| 8,715,486.7 | | |
$ | 527,635,330.00 | | |
$ | 210,766,130.00 | |
| C. | |
Phase 3 (Full Development) Undeveloped Reserve Categories | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| | |
Probable (P2) Undeveloped of Phase 3 | |
| 34,940,100.0 | | |
| 36,918,030.0 | | |
| 41,093,105.0 | | |
| 1,837,183,060.0 | | |
| 394,874,030.0 | |
| | |
Possible (P3) Undeveloped of Phase 3 | |
| 90,057,820.0 | | |
| 149,348,300.0 | | |
| 114,949,203.3 | | |
| 7,054,575,390.0 | | |
| 2,185,998,350.0 | |
| D. | |
(P2) Undeveloped Reserves for Phases 1, 2 & 3 | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| | |
Probable (P2) Undeveloped of Phase 1 | |
| 2,017,620.0 | | |
| 2,133,250.0 | | |
| 2,373,161.7 | | |
$ | 107,374,250.00 | | |
$ | 33,698,230.00 | |
| | |
Probable (P2) Undeveloped of Phase 2 | |
| 3,227,940.0 | | |
| 3,392,940.0 | | |
| 3,793,430.0 | | |
$ | 168,622,080.00 | | |
$ | 45,938,680.00 | |
| | |
Probable (P2) Undeveloped of Phase 3 | |
| 34,940,100.0 | | |
| 36,918,030.0 | | |
| 41,093,105.0 | | |
$ | 1,837,183,060.00 | | |
$ | 394,874,030.00 | |
| | |
Total Probable (P2) Undeveloped of Phases 1, 2 & 3 | |
| 40,185,660.0 | | |
| 42,444,220.0 | | |
| 47,259,696.7 | | |
$ | 2,113,179,390.00 | | |
$ | 474,510,940.00 | |
| E. | |
(P3) Undeveloped Reserves for Phases 1, 2 & 3 | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| | |
Possible (P3) Undeveloped of Phase 1 | |
| 3,841,380.0 | | |
| 7,449,100.0 | | |
| 5,082,896.7 | | |
$ | 307,886,460.00 | | |
$ | 139,189,600.00 | |
| | |
Possible (P3) Undeveloped of Phase 2 | |
| 6,759,630.0 | | |
| 11,735,140.0 | | |
| 8,715,486.7 | | |
$ | 527,635,330.00 | | |
$ | 210,766,130.00 | |
| | |
Possible (P3) Undeveloped of Phase 3 | |
| 90,057,820.0 | | |
| 149,348,300.0 | | |
| 114,949,203.3 | | |
$ | 7,054,575,390.00 | | |
$ | 2,185,998,350.00 | |
| | |
Total Possible (P3) Undeveloped of Phases 1, 2 & 3 | |
| 100,658,830.0 | | |
| 168,532,540.0 | | |
| 128,747,586.7 | | |
$ | 7,890,097,180.00 | | |
$ | 2,535,954,080.00 | |
| F. | |
Undeveloped Reserve Categories for Phases 1, 2 & 3 | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| | |
Total Probable (P2) Undeveloped of Phases 1, 2 & 3 | |
| 40,185,660.0 | | |
| 42,444,220.0 | | |
| 47,259,696.7 | | |
$ | 2,113,179,390.00 | | |
$ | 474,510,940.00 | |
| | |
Total Possible (P3) Undeveloped of Phases 1, 2 & 3 | |
| 100,658,830.0 | | |
| 168,532,540.0 | | |
| 128,747,586.7 | | |
$ | 7,890,097,180.00 | | |
$ | 2,535,954,080.00 | |
Reasonable
Expectations of Reserve Analyses
This
prospectus supplement and the accompanying base prospectus provide a summary of risks and detailed discussions of risks relating to our
business and risks related to this offering. The Company recognizes these risks as being real and substantial.
Nevertheless,
the Company has reasonable expectations that the Company’s South Salinas Project should prove to be economically viable assets,
that the Company should have adequate funding to develop these assets, that there should exist the legal right to develop these assets,
and that the Company should be able to establish long-term production and to deliver oil and natural gas to markets, recognizing as discussed
elsewhere hereunder that there are technical risks and that there may be project delays and/or obstacles related to obtaining necessary
permits from regulatory agencies and/or related to other matters. Notwithstanding the foregoing, there is no assurance that any of the
foregoing expectations will be realized. Furthermore and more specifically, the Company has a reasonable expectation that the primary
governmental regulatory agencies that are currently and/or that will be involved in the permitting processes, which agencies will primarily
be CalGEM, State Water Boards and Monterey County, should determine to approve the Company’s applications for permits for various
reasons that are discussed elsewhere in this prospectus supplement and the accompanying base prospectus, although there can be no assurance
of our obtaining any of such approvals.
Additionally,
TPET does not yet have a final reserve report for the McCool Ranch Oil Field, but plans to add the reserve value of the McCool Ranch
Field to the Company’s reserve report after a brief period of observation and review of the oil production that was restarted on
February 22, 2024. Nevertheless, TPET has reasonable expectations that the McCool Ranch Oil Field should prove to have economic reserves
based, in part, on an in-progress evaluation by KLS Petroleum Consulting LLC (“KLSP”), a third-party, independent engineering
firm, and based on various historical analyses by other independent third-party reservoir engineers, and based also on the experience
of the field operator Trio LLC. TPET has reasonable expectation that the McCool Ranch Oil Field should prove to have economic reserves,
that the Company should have adequate funding to develop the reserves, and that there should exist the legal right to develop the Company’s
reserves at McCool Ranch, including the rights to full-field development and to long-term production, rights to cyclic-steam operations
and water disposal and similar matters, recognizing as discussed elsewhere hereunder that there are technical risks and that there may
be project delays and/or obstacles related to obtaining necessary permits from regulatory agencies and/or related to other matters. Notwithstanding
the foregoing, there is no assurance that any of the foregoing expectations will be realized. Furthermore and more specifically, the
Company has a reasonable expectation that the primary governmental regulatory agencies that are currently and/or that will be involved
in the permitting processes, which agencies will primarily be CalGEM, State Water Boards and Monterey County, should determine to approve
the Company’s applications for permits for various reasons that are discussed elsewhere in this prospectus supplement and the accompanying
base prospectus.
An
initial two wells were drilled at our Asphalt Ridge Project in the second calendar quarter of 2024, and both wells were completed across
the encountered tar sands and testing operations have commenced at both wells. TPET has not yet assigned reserves to the Asphalt Ridge
Project. However, TPET has reasonable expectations that reserves may be assigned to the Asphalt Ridge Project after a brief period of
observation and review of the oil development operations that are in progress at the aforementioned two wells, that the Company should
have adequate funding to develop the reserves, and that there should exist the legal right to develop the Company’s reserves in
the Asphalt Ridge Project, including the rights to full-field development and to long-term production, recognizing as discussed elsewhere
hereunder that there are technical risks and that there may be project delays and/or obstacles related to obtaining necessary permits
from regulatory agencies and/or related to other matters. Notwithstanding the foregoing, there is no assurance that any of the foregoing
expectations will be realized, including, without limitation, the ability to raise sufficient funds to exercise the option to acquire
the additional 17.75% working interest in the Asphalt Ridge Leases on or before the expiration date of the option on December
10, 2024. TPET expects to add the reserve value, if any, of the Asphalt Ridge Project to the Company’s reserve report after a brief
period of observation and review of the oil development operations that commenced in the second calendar quarter of 2024.
For
additional information on risks and detailed discussions of risks relating to our business and risks related to this offering, see “Risks
Relating to Our Business - We may face delays and/or obstacles in project development due to difficulties in obtaining necessary
permits from federal, state, county and/or local agencies, which may materially affect our business;” “Risks Relating to
Our Business - We face substantial uncertainties in estimating the characteristics of our assets, so you should not place undue reliance
on any of our measures;” “Risks Relating to Our Business - The drilling of wells is speculative, often involving significant
costs that may be more than our estimates, and drilling may not result in any discoveries or additions to our future production or future
reserves, or it may result in disproving or diminishing our current reserves; “Risks Relating to Our Business - Seismic
studies do not guarantee that oil or gas is present or, if present, will produce in economic quantities; and “Risks Relating to
Our Business - We are subject to numerous risks inherent to the exploration and production of oil and natural gas.”
Business
Strategies
Our
primary business strategies and objectives currently are to develop our existing assets at the South Salinas Project, McCool Ranch Oil
Field and Asphalt Ridge Project, and to acquire additional economically attractive oil and/or gas assets in California, Utah and elsewhere.
TPET’s
current strategy and focus at the South Salinas Project is multifaceted and includes continuing oil and gas production at the HV-3A discovery
well at Presidents Field, benefiting from a short-term water-disposal program that has recently been approved by CalGEM and WaterBoards
and that should significantly reduce lease operating costs, evaluating options for drilling the HV-2 and HV-4 wells, evaluating options
for accelerating the further testing of Humpback Field and particularly the Vaqueros Sand and the Monterey Formation Blue-Zone reservoir
objectives, launching a Carbon Capture and Storage Project, continuing to pursue permits for full field development, and similar matters.
The Company recently determined that existing permits allow production testing to continue at the HV-3A well at Presidents Field and,
consequently, testing operations have been restarted at this well. A pumping unit, tanks and other equipment were moved to the HV-3A
site during the second week of March, 2024, after delays due to historically high atmospheric rivers of heavy rainfall that delayed field
operations, and the restart of production at the HV-3A well occurred on March 22, 2024. The well has been producing with a generally
favorable oil-water ratio and the Company expects, in the third or fourth calendar quarter of 2024, to take steps to attempt to improve
oil production from this well, for example by adding up to 625 feet of additional perforations in the oil zone and/or acidizing the well
for borehole cleanup. First oil sales from the HV-3A well occurred in August 2024.
TPET’s
current strategy and focus at McCool Ranch is to optimize production at the recently restarted HH-1, 58X and 35X wells, to restart the
HH-3 and HH-4 wells, and subsequently to commence permitting and drilling new wells in the field. KLS Petroleum Consulting LLC (“KLSP”),
a third-party, independent engineering firm, recommends that McCool Ranch be developed with horizontal wells, each landed in the Lombardi
Oil Sand with a 1,000-foot lateral. TPET’s property can probably accommodate approximately 22 additional such horizontal wells
and TPET accordingly may commence a drilling program in the third or fourth calendar quarter of 2024. TPET expects to add the reserve
value of the McCool Ranch Field to the Company’s reserve report after a further period of observation and review of the oil production
that was restarted on February 22, 2024.
TPET’s
current strategy and focus at the Asphalt Ridge asset is to monitor the results of the new 2-4 and 8-4 wells and additional planned wells,
and to exercise the option to secure a full 20% working interest in the Asphalt Ridge Project; provided, however, that if we do not raise
sufficient funds in this offering, prior to December 10, 2024, it is unlikely that we will be able to pay the $1,775,000 required
for exercise of the option for the remaining 17.75% working interest in the initial 960 acres of the Asphalt Ridge Project and we would
continue to operate within the 2.25% working interest we currently hold. We believe this asset has potential to produce significant future
revenues for the Company. TPET expects to add the reserve value, if any, of the Asphalt Ridge Project to the Company’s reserve
report after a further period of observation and review of the oil production at the new wells, which is expected by the end of TPET’s
fiscal year on October 31, 2024 (based on either a 20% working interest or 2.25% working interest, if the option for the additional 17.75%
working interest in the Asphalt Ridge Leases is not exercised on or before December 10, 2024).
TPET’s
primary strategies and objectives are focused on growing the Company into a highly profitable, independent oil and gas company.
Trio
LLC’s Services as an Operator in California
Trio
LLC is a licensed Operator in California and currently operates the South Salinas Project and the McCool Ranch Oil Field on behalf of
TPET and other working interest owners. Trio LLC operates these assets pursuant to joint operating agreements (“JOAs”) between
and among Trio LLC and the non-operating, third-party, working interest owners. The non-operating parties have agreed under the JOAs
to have the Operator explore and develop these assets for the production of oil and gas as provided thereunder. Trio LLC, as Operator,
generally conducts and has significant control of operations, subject to the limitations and constraints of the JOAs, and acts in the
capacity of an independent contractor. Operator is obligated to conduct its activities under the JOAs as a reasonable prudent operator,
in good workmanlike manner, with due diligence and dispatch, in accordance with good oilfield practices, and in compliance with applicable
laws and regulations.
TPET
holds an approximate 85.775% working interest and Trio LLC an approximate 3.8% working interest in the South Salinas Project. TPET and
Trio LLC each hold an approximate 21.918315% working interest in the McCool Ranch Oil Field. TPET and Trio LLC are separate and distinct
companies.
Trio
LLC has significant prior experience in oil and gas operations, exploration and production in California and an experienced management
team. Some of the members of Trio LLC’s management team are also senior executives of the Company.
Our
Growth Strategy
TPET’s
goal is the building and growing of a substantial independent oil and gas company by developing and/or producing the South Salinas Project,
McCool Ranch Oil Field and Asphalt Ridge Asset (as may be limited by our ability to exercise the option for the remaining 17.75% working
interests in the initial 960 acres of the Asphalt Ridge Leases), and by acquiring and developing other oil and gas assets. Since our
initial public offering, we have added working interests in the McCool Ranch Oil Field and the Asphalt Ridge Project to our asset portfolio,
growing from one project to three projects. Additionally, the Company is evaluating other oil and gas projects that are candidates for
acquisition. Our primary business strategies and objectives currently are to develop our existing assets at the South Salinas Project,
McCool Ranch Oil Field and Asphalt Ridge Project, and to acquire additional economically attractive oil and/or gas assets in California,
Utah and elsewhere.
Competition
There
are many large, medium, and small-sized oil and gas companies and third-parties that are our competitors. Many of these competitors have
extensive operational histories, experienced oil and gas industry management, profitable operations, and significant reserves and funding
resources. Our efforts to acquire additional oil/gas properties in California and elsewhere may be met with competition.
Government
Regulation
We
are subject to a number of federal, state, county and local laws, regulations and other requirements relating to oil and natural gas
operations. The laws and regulations that affect the oil and natural gas industry are under constant review for amendment or expansion.
Some of these laws, regulations and requirements result in challenges, delays and/or obstacles in obtaining permits, and some carry substantial
penalties for failure to comply. The regulatory burden on the oil and natural gas industry increases our cost of doing business, can
affect and even obstruct our operations and, consequently, can affect our profitability. These burdens include regulations relating to
transportation of oil and gas, drilling and production and other regulatory matters. See “Business - Government Regulation”
beginning on page 8.
Recent
Loan and Financing
March
2024 Debt Financing
The
Company executed a Securities Purchase Agreement, dated March 27, 2024 (the March 2024 “SPA”) with an institutional investor
(the “March 2024 Investor”), which March 2024 Investor signed and funded on April 5, 2024, and pursuant to which the Company
raised gross proceeds of $184,500 and received net proceeds of $164,500, after payment of offering expenses (the “March 2024 Debt
Financing”). The March 2024 SPA contains certain representations and warranties by the March 2024 Investor and the Company and
customary closing conditions.
In
connection with the March 2024 Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor, dated March
27, 2024, in the principal amount of $211,500, having an original issue discount of $27,000 or approximately 13% (the “March 2024
Investor Note”). Interest accrues on the March 2024 Investor Note at a rate of 12% per annum and the maturity date of the March
2024 Investor Note is January 30, 2025 (the “March 2024 Investor Note Maturity Date”). The March 2024 Investor Note provides
for five payments of principal and accrued interest which are payable: (i) $118,440 on September 30, 2024; (ii) $29,610 on October 30,
2024; (iii) $29,610 on November 30, 2024; (iv) $29,610 on December 30, 2024; and (v) $29,610 on January 30, 2025. The Company may prepay
the March 2024 Investor Note, in full and not in part, any time during the 180 day period after the issuance date of the March 2024 Investor
Note at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment,
the Company will still be required to pay the full amount of interest that would have been payable through the term of the March 2024
Investor Note, in the amount of $25,380. The March 2024 Investor Note contains provisions constituting an Event of Default (as such term
is defined in the March 2024 Investor Note) and, upon an Event of Default, the March 2024 Investor Note will be accelerated and become
due and payable in an amount equal to 150% of all amounts due and payable under the March 2024 Investor Note with interest at a default
rate of 22% per annum. In addition, upon an Event of Default, the March 2024 Investor has the right to convert all or any outstanding
amount of the March 2024 Investor Note into shares of the Company’s common stock at a conversion price equal to the greater of
(i) 75% of the Market Price (as such term is defined in the March 2024 Investor Note) or (ii) the conversion floor price, which is $0.07117
(the “Floor Price”); provided, however, that the Floor Price shall not apply after October 5, 2024, and thereafter, the conversion
price will be 75% of the Market Price. Issuance of shares of common stock to the March 2024 Investor is subject to certain beneficial
ownership limitations and not more than 19.99% of the shares of common stock outstanding on March 29, 2024 may be issued upon conversion
of the March 2024 Investor Note. The conversion price is also subject to certain adjustments or other terms in the event of (i) mergers,
consolidations or recapitalization events or (ii) certain distributions made to holders of shares of common stock.
Loan
from Chief Executive Officer
On
March 26, 2024, our former Chief Executive Officer, Michael L. Peterson, who currently serves as a consultant to the Company, made a
loan to us in the principal amount of $125,000 (the “Peterson Loan”). For further information on the Peterson Loan see “Certain
Relationships and Related Party Transactions - Related Party Transactions - Loan from Chief Executive Officer.”
April
2024 Financing
On
April 16, 2024, the Company entered into a securities purchase agreement (the “Initial April 2024 SPA”) with an institutional
investor (the “Initial April 2024 Investor”). Pursuant to the terms and conditions of the Initial April 2024 SPA, the Initial
April 2024 Investor provided financing to the Company for gross proceeds in the amount of $360,000 resulting in net proceeds to the Company,
after offering expenses, of $310,000 (the “Initial April 2024 Financing”). The Company also issued to the Initial April 2024
Investor 750,000 shares of common stock, par value $0.0001 per share, as and for a commitment fee in connection with the Initial April
2024 Financing (the “Commitment Shares”). In connection with the Initial April 2024 Financing, the Company issued a Senior
Secured Convertible Promissory Note to the Initial April 2024 Investor in the principal amount of $400,000, having an original issue
discount of $40,000, or 10% (the “Initial Investor April 2024 Note”).
To
secure the obligations of the Company to repay the Initial April 2024 Investor Note, the Company and the Initial April 2024 Investor
entered into a Security Agreement, dated April 16, 2024 (the “Initial April 2024 Security Agreement”).
On
April 24, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement (the “A&R April 2024 SPA”),
amending and restating the Initial April 2024 SPA, in its entirety, and amending the Initial April 2024 Financing by adding an additional
institutional investor (the “Additional April 2024 Investor” and collectively with the Initial April 2024 Investor, the “April
2024 Investors”). Pursuant to the terms of the A&R April 2024 SPA, the Additional April 2024 Investor provided financing to
the Company, on the same terms as provided by the April 2024 Initial Investor, for gross proceeds in the amount of $360,000 resulting
in net proceeds to the Company, after offering expenses, of $328,000 for total net proceeds to the Company of $638,000 (the “April
2024 Financing”). As a result of the financing provided by the Additional April 2024 Investor, April 2024 Investor Notes in an
aggregate principal amount of $800,000 are outstanding and mature on August 16, 2024. The April 2024 Investor Notes provide for mandatory
prepayment, in full, if the Company raises gross proceeds of not less than $1,000,000, in one or a series of related transactions, at
any time that the April 2024 Investor Notes are outstanding.
The
Company also issued to the Additional April 2024 Investor 750,000 Commitment Shares, as and for a commitment fee in connection with the
April 2024 Financing, so that after such issuance the Company had issued an aggregate of 1,500,000 Commitment Shares to the April 2024
Investors.
In
connection with the Amended April 2024 Financing, the Company issued a Senior Secured Convertible Promissory Note to the Additional April
2024 Investor in the principal amount of $400,000, having an original issue discount of $40,000, or 10% (the “Additional April
2024 Investor Note”) and otherwise on substantially the same terms as the Initial Investor April 2024 Investor Note. The Company
also issued to the Initial April 2024 Investor an Amended and Restated Senior Secured Convertible Promissory Note, amending and replacing
the Initial Investor April 2024 Note (the “A&R Initial Investor April 2024 Note” and collectively with the Additional
April 2024 Investor Note, the “April 2024 Investor Notes”). The April 2024 Investor Notes are each convertible into shares
of common stock (“Conversion Shares”) at an initial per share conversion price of $0.25, subject to certain adjustments.
Pursuant to the provisions of the A&R April 2024 SPA, the Company granted to the April 2024 Investors certain “piggy-back registration
rights” for the registration for resale of the Commitment Shares and the Conversion Shares. Additionally, for a period beginning
on April 16, 2024 and terminating 18 months after the later of (i) August 16, 2024 or the full repayment of the April 2024 Investor Notes,
the Company provided the April 2024 Initial Investors with a joint right to participate in future financings in an aggregate amount up
to 100% of any debt financing and up to 45% of any other type of financing. Further, the Company is prohibited from entering into any
variable rate transactions for as long as the April 2024 Initial Investors hold any of the Commitment Shares; provided, however, that
the Company is permitted to enter into At-the-Market offerings with a nationally recognized broker-dealer.
As
a result of the Amended April 2024 Financing, the Company entered into an Amended and Restated Security Agreement, dated April 24, 2024,
with the April 2024 Investors (the “A&R April 2024 Security Agreement”), amending and restating the Initial April 2024
Security Agreement, in its entirety, and adding the Additional April 2024 Investor as a secured party. Under the terms of the A&R
April 2024 Security Agreement, the Company has granted to the April 2024 Investors a senior security interest in and to substantially
all of the Company’s assets and properties.
On
August 14, 2024, the maturity dates of the April 2024 Investor Notes were extended from August 16, 2024 to September 16, 2024 and commencing
on August 16, 2024, the April 2024 Investor Notes accrue interest at a rate of 15% per annum until repaid in full.
June
2024 Convertible Debt Financing
On
June 27, 2024, the Company entered into a securities purchase agreement (the “June 2024 SPA”) with the same April 2024 Investors
(the “June 2024 Investors”). Pursuant to the terms and conditions of the June 2024 SPA, each June 2024 Investor provided
financing of $360,000 to the Company (net of a 10% original issuance discount as described below) in the form of the June 2024 Notes
(as defined below) for aggregate gross proceeds in the amount of $720,000 (the “June 2024 Financing”). In consideration of
the June 2024 Investors’ funding under the June 2024 SPA, on June 27, 2024, the Company issued and sold to each June 2024 Investor:
(A) a Senior Secured 10% Original Issue Discount Convertible Promissory Note in the aggregate principal amount of $400,000 (the “June
2024 Notes”) and (B) a warrant to purchase 744,602 shares (the “June 2024 Warrant Shares”) of the company’s Common
Stock, at an initial exercise price of $0.39525 per share of Common Stock, subject to certain adjustments (the “June 2024 Warrants”).
The
June 2024 Notes are initially convertible into shares of Common Stock (the “June 2024 Conversion Shares”) at a conversion
price of $0.39525 per share, subject to certain adjustments (the “June 2024 Notes Conversion Price”), provided that the June
2024 Conversion Price shall not be reduced below $0.12 (the “June 2024 Floor Price”), and provided further that, subject
to the applicable rules of the NYSE American, the Company may lower the June 2024 Floor Price at any time upon written notice to the
June 2024 Investors. The June 2024 Notes do not bear any interest, except in the case of an Event of Default (as such term is defined
in the June 2024 Notes), and the June 2024 Notes mature on June 27, 2025. Upon the occurrence of any Event of Default, interest shall
accrue on the June 2024 Notes at a rate equal to 10% per annum or, if less, the highest amount permitted by law.
Pursuant
to the provisions of the June 2024 SPA, for a period beginning on June 27, 2024 and terminating 18 months of the anniversary of the June
2024 SPA, the Company provided the June 2024 Investors with the right to participate in future financings in an amount up to 100% of
any debt financing and up to 45% of any other type of financing. Each June 2024 Investor has the right to participate in future financing
based upon such June 2024 Investor’s pro rata portion of the aggregate original principal amount of such June 2024 Investor’s
Note purchased under the June 2024 SPA. Further, the Company is prohibited from entering into any “variable rate transactions”
until such time no June 2024 Investor holds any of the June 2024 Notes, provided, however, that the Company is permitted (i) to enter
into At-the-Market offerings with a nationally recognized broker-dealer or to (ii) enter into a variable rate transaction with either
of the June 2024 Investors.
Commencing
on the 90th day following the original issue date of the June 2024 Notes, the Company is required to pay to the June 2024
Investors the outstanding principal balance under the June 2024 Notes in monthly installments, on such date and each one (1) month anniversary
thereof, in an amount equal to 103% of the total principal amount under the June 2024 Notes multiplied by the quotient determined by
dividing one by the number of months remaining until the maturity date of the June 2024 Notes, until the outstanding principal amount
under the June 2024 Notes has been paid in full or, if earlier, upon acceleration, conversion or redemption of the June 2024 Notes in
accordance with their terms. All monthly payments are payable by the Company in cash, provided that under certain circumstances, as provided
in the June 2024 Notes, the Company may elect to pay in shares of Common Stock.
The
Company may repay all or any portion of the outstanding principal amount of the June 2024 Notes, subject to a 5% pre-payment premium;
provided that (i) the Equity Conditions (as such term is defined in the June 2024 Notes) are then met, (ii) the closing price of the
Common Stock on the trading day prior to the date that a prepayment notice is provided by the Company is not below the then June 2024
Conversion Price, and (iii) a resale registration statement registering June 2024 Conversion Shares and June Financing Warrant Shares
has been declared effective by SEC. If the Company elects to prepay the June 2024 Notes, the June 2024 Investors have the right to convert
all of the principal amount of the June 2024 Notes at the applicable June 2024 Conversion Price into June 2024 Conversion Shares.
Further,
if the Company directly or indirectly receives proceeds from and closes any kind of financing including through the issuance of any equity
or debt securities, generating, in a single transaction or a series of related transactions, gross proceeds of not less than $1,000,000,
the June 2024 Investors may request a prepayment of all or any portion of the principal amount of the June 2024 Notes and any accrued
and unpaid interest thereon (if any) from the proceeds received by the Company. Notwithstanding the foregoing, if all or a portion of
the proceeds of any such financing closed after the issue date of the June 2024 Notes and prior to the closing of a public offering of
the Company’s securities are to be used to fund the $1,775,000 payable by the Company for the Asphalt Ridge Option Agreement to
obtain an additional 17.75% working interest in the initial 960 acres of Utah Asphalt Ridge project, then only net proceeds in excess
of the $1,775,000 payable for such option may be applied to any prepayment of the June 2024 Notes.
In
connection with the June 2024 SPA, on June 27, 2024, the Company entered into a registration rights agreement with the June 2024 Investors
pursuant to which the Company is required to, within 30 days after the closing date of the June 2024 Financing, file with the SEC a registration
statement to register the June 2024 Conversion Shares and the June Financing Warrant Shares and to cause such resale registration statement
to be effective within 60 days after the applicable filing date. In addition, in connection with the June 2024 SPA and in the event the
transactions contemplated under the June 2024 SPA would require to comply with the applicable NYSE/NYSE American Rules requiring stockholder
approval for the Company’s issuance of shares of Common Stock in excess of 20% of the number of shares of Common Stock outstanding
on the date thereof, the Company agreed to enter into voting agreements with certain Company stockholders, directors and officers, pursuant
to which, each stockholder party thereto will agree to vote its shares of Common Stock to approve the issuance of the securities under
the June 2024 SPA.
To
secure the obligations of the Company to repay the June 2024 Notes, the Company has granted to the June 2024 Investors a senior security
interest in and to all of the Company’s assets and properties, subject to certain exceptions, as set forth in that certain Security
Agreement, dated June 27, 2024, between the Company and the June 2024 Investors.
August
2024 Debt Financing
August
1, 2024 Financing
The
Company executed a Securities Purchase Agreement, dated August 1, 2024 (the “August 1st SPA”) with the “March
2024 Investor”, pursuant to which the March 2024 Investor provided additional debt financing to the Company, and pursuant to which
the Company raised gross proceeds of $134,000 and received net proceeds of $110,625, after payment of offering expenses (the “August
1st Debt Financing”). The August 1st SPA contains certain representations and warranties by the March 2024
Investor and the Company and customary closing conditions.
In
connection with the August 1st Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor,
dated August 1, 2024, in the principal amount of $152,000, having an original issue discount of $18,000 or approximately 11.8% (the “August
1st Investor Note”). Interest accrues on the August 1st Investor Note at a rate of 12% per annum and the
maturity date of the August 1st Investor Note is May 30, 2025. The August 1st Investor Note provides for five payments
of principal and accrued interest which are payable: (i) $85,120 on January 30, 2025; (ii) $21,280 on February 28, 2025; (iii) $21,280
on March 30, 2025; (iv) $21,280 on April 30, 2025; and (v) $21,280 on May 30, 2025 for a total of $170,240. The Company, subject to certain
limitations, may prepay the August 1st Investor Note, in full and not in part, any time during the 180 day period after the
issuance date of the August 1st Investor Note at a 3% discount to the outstanding amount of principal and interest due and
payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would
have been payable through the term of the August 1st Investor Note, in the amount of $18,240. The remaining terms of the August
1st Investor Note are the same at the March 2024 Investor Note, except that the floor price is $0.18.
August
6, 2024 Financing
The
Company executed a Securities Purchase Agreement, dated August 6, 2024 (the “August 6th SPA”) with a new institutional
investor (the “August 2024 Investor”), pursuant to which the August 2024 Investor provided debt financing to the Company,
and pursuant to which the Company raised gross proceeds of $225,000 and received net proceeds of $199,250, after payment of offering
expenses (the “August 6th Debt Financing”). The August 6th SPA contains certain representations and
warranties by the August 2024 Investor and the Company and customary closing conditions.
In
connection with the August 6th Debt Financing, the Company issued an unsecured promissory note to the August 2024 Investor,
dated August 6, 2024, in the principal amount of $255,225, having an original issue discount of $30,225 or approximately 11.8% (the “August
6th Investor Note”). Interest accrues on the August 6th Investor Note at a rate of 12% per annum and the
maturity date of the August 6th Investor Note is May 30, 2025. The August 6th Investor Note provides for five payments
of principal and accrued interest which are payable: (i) $142,926 on January 30, 2025; (ii) $35,731 on February 28, 2025; (iii) $35,731
on March 30, 2025; (iv) 35,731 on April 30, 2025; and (v) $35,731 on May 30, 2025. The Company, subject to certain limitations, may prepay
the August 6th Investor Note, in full and not in part, any time during the 180 day period after the issuance date of the August
6th Investor Note at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in
the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through
the term of the August 6th Investor Note, in the amount of $30,627. The remaining terms of the August 6th Investor
Note are the same at the August 1st Investor Note.
Implications
of Being an Emerging Growth Company and a Smaller Reporting Company
We
qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
As an “emerging growth company” we may take advantage of reduced reporting requirements that are otherwise applicable to
public companies. These provisions include, but are not limited to:
| ● |
the
option to present only two years of audited financial statements and only two years of related “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in this prospectus supplement as incorporated by reference herein; |
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| ● |
not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the
“Sarbanes-Oxley Act”); |
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|
| ● |
not
being required to comply with any requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial
statements (i.e., an auditor discussion and analysis); |
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reduced
disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
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| ● |
exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. |
We
may take advantage of these provisions until October 31, 2028, which is the last day of our fiscal year following the fifth anniversary
of the consummation of our initial public offering (“IPO”). However, if any of the following events occur prior to the end
of such five-year period, (i) our annual gross revenue exceeds $1.235 billion, (ii) we issue more than $1.0 billion of non-convertible
debt in any three-year period, or (iii) we become a “large accelerated filer,” (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), we will cease to be an emerging growth company prior to the end of
such five-year period. We will be deemed to be a “large accelerated filer” at such time that we (a) have an aggregate worldwide
market value of common equity securities held by non-affiliates of $700.0 million or more as of the last business day of our most recently
completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Exchange Act for a period of at
least 12 months and (c) have filed at least one annual report pursuant to the Exchange Act. Even after we no longer qualify as an emerging
growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of
the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in this prospectus
supplement and our periodic reports and proxy statements.
We
have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus
supplement, with the accompanying based prospectus, are a part (the “Registration Statement”) and may elect to take advantage
of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different
than you might receive from other public reporting companies in which you hold equity interests.
We
are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act,
and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that
we continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after
we cease to qualify as an emerging growth company, certain of the exemptions available to us as an “emerging growth company”
may continue to be available to us as a “smaller reporting company,” including exemption from compliance with the auditor
attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be
a “smaller reporting company” until we have $250 million or more in public float (based on our Common Stock) measured as
of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float (based on our
Common Stock) or a public float (based on our Common Stock) that is less than $700 million, annual revenues of $100 million or more during
the most recently completed fiscal year.
In
addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with
new or revised accounting standards. We have elected to take advantage of this extended transition period.
Corporate
Information
We
were formed as a Delaware corporation in July 2021. Our headquarters are in Bakersfield, California, and our principal executive offices
are located at 5401 Business Park South, Suite 115, Bakersfield, California 93309, and our telephone number is (661) 324-3911. Our website
address is www.trio-petroleum.com. The information contained in, or accessible through, our website does not constitute a part
of this prospectus supplement or the accompanying base prospectus. We have included our website address in this prospectus supplement
solely as an inactive textual reference.
THE
OFFERING
| Common
Stock Offered by us: |
|
Shares
of our common stock having an aggregate price of up to $4,800,000. |
| |
|
|
| Manner
of offering: |
|
“At
the market offering” that may be made from time to time through our Sales Agent. The Sales Agent will make all sales using
commercially reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations, on mutually
agreeable terms between the Sales Agent and us. The sales of shares of our common stock under this prospectus supplement, if any,
may be made directly on the NYSE American, or through a market maker other than on an exchange. With our prior written consent, sales
may also be made in negotiated transactions and/or any other method permitted by law. See “Plan of Distribution” on page
S-20 of this prospectus supplement. |
| |
|
|
Common Stock to be outstanding
immediately after this offering (1): |
|
77,244,995
shares, assuming the issuance of 26,666,667,
assuming a sale price a sales price of $0.18 per share, based on the last reported sale price of our common stock of $0.18 on the
NYSE American on September 24, 2024. The actual number of shares issued will vary depending on the sales price at which shares may
be sold from time to time during this offering. |
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|
|
| Use
of proceeds: |
|
We
intend to use the net proceeds from these sales, if any, general |
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|
|
| Risk
Factors: |
|
Your
investment in our securities involves substantial risks. You corporate purposes, which may include, without limitation, investing
in or acquiring companies that are synergistic with or complementary to our business and working capital. See “Use of Proceeds”
on page S-18 of this prospectus supplement. should consider the “Risk Factors” and the “Cautionary Note
Regarding Forward-Looking Statements” included and incorporated by reference in this prospectus supplement and the accompanying
base prospectus, including the risk factors incorporated by reference from our filings with the SEC. |
| |
|
|
| Nasdaq
Capital Market Symbol: |
|
“TPET” |
(1)
The number of shares of common stock to be outstanding immediately after this offering is based on 50,578,328 shares of our common
stock outstanding as of September 24, 2024, and excludes as of such date:
●
up to 3,389,803 shares of common stock issuable upon the exercise of outstanding warrants at a weighted exercise price of $0.76
per share;
●
up to 120,000 shares of common stock issuable upon the exercise of outstanding options awarded under our 2022 Equity Incentive
Plan at a weighted exercise price of $0.52 per share;
●
up to 4,000,000 shares of common stock issuable upon the vesting of restricted stock units; and
●
the issuance of up to 2,455,000 shares reserved and remaining available for issuance under our 2022 Equity Incentive Plan;
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider
the risk factors we describe below, together with other information in this prospectus supplement, the accompanying base prospectus and
the information and documents incorporated by reference herein and therein, including our Annual Report on Form 10-K/A for the year ended
December 31, 2022, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, or
any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or a Current Report on Form 8-K that is incorporated by reference into
this prospectus supplement and the accompanying base prospectus after the date of this prospectus supplement. Although we discuss key
risks in those risk factor descriptions, additional risks not currently known to us or that we currently deem immaterial also may impair
our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks. We cannot predict
future risks or estimate the extent to which they may affect our financial performance.
Risks
Related to This Offering
Management
will have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.
We
have not allocated specific amounts of the net proceeds from this offering for any specific purpose. Accordingly, our management will
have broad discretion in applying the net proceeds of this offering, including for any of the purposes described in the section entitled
“Use of Proceeds”. You will be relying on the judgment of our management with regard to the use of these net proceeds and
you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of
our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results
and cash flow.
It
is not possible to predict the actual number of shares we will sell under the ATM Agreement, or the gross proceeds resulting from those
sales.
Subject
to certain limitations in the ATM Agreement and compliance with applicable law, we have the discretion to deliver a placement notice
to the Sales Agent at any time throughout the term of the ATM Agreement. The number of shares that are sold through the Sales Agent after
delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the
sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the
sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to
predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any.
The
common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so they may experience different levels
of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing,
prices, and numbers of shares sold in this offering. In addition, there is no minimum or maximum sales price for shares to be sold in
this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made
at prices lower than the prices they paid.
We
do not anticipate declaring any cash dividends on our common stock which may adversely impact the market price of our stock.
We
have never declared or paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current
policy is to retain all funds and any earnings for use in the operation and expansion of our business. If we do not pay dividends, our
stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates.
Sales
of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress
the market price of our common stock.
Sales
of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur as a result
of our utilization of a universal shelf registration statement, our ATM Agreement with the Sales Agent or otherwise could depress the
market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot
predict the effect that future sales of our common stock or the market perception that we are permitted to sell a significant number
of our securities would have on the market price of our common stock.
You
may experience significant dilution as a result of future financings and the exercise of outstanding options or warrants.
In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into
or exchangeable for our common stock, including offerings pursuant to the accompanying base prospectus. We cannot assure you that we
will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price
per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior
to existing stockholders. The price per share at which we sell additional shares of our common stock or other securities convertible
into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering.
If
we are not able to comply with the applicable continued listing requirements or standards of The NYSE American, our common stock could
be delisted from the NYSE American.
Our
common stock is currently listed on the NYSE American. In order to maintain that listing, we must satisfy minimum financial and other
continued listing requirements and standards, including those regarding director independence and independent committee requirements,
minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that
we will be able to comply with the applicable listing standards of the NYSE American.
In
the event that our common stock is delisted from the NYSE American and is not eligible for quotation on another market or exchange, trading
of our common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities,
such as the Pink Sheets or the OTC Markets. In such event, it could become more difficult to dispose of, or obtain accurate price quotations
for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could
cause the price of our common stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed
on a major exchange.
USE
OF PROCEEDS
We
may offer and sell shares of our common stock having aggregate sales proceeds of up to $4,800,000 from time to time, before deducting
the commissions and estimated offering expenses payable by us. However, we cannot guarantee if or when these net proceeds, if any, will
be received. The amount of proceeds from this offering will depend upon the number of shares of our common stock sold, if any, and the
market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the ATM
Agreement with the Sales Agent as a source of financing. Because there is no minimum offering amount required as a condition to close
this offering, the net proceeds to us, if any, are not determinable at this time.
We
intend to use the net proceeds of this offering, if any, for general corporate purposes, which may include, without limitation, investing
in or acquiring companies that are synergistic with or complementary to our business and working capital. The amounts and timing of these
expenditures will depend on numerous factors, including the development of our current business initiatives. We have no specific acquisition
contemplated at this time. Pending use of the net proceeds, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade
securities or in cash or money market funds.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
General
The
following description is not complete and may not contain all the information you should consider before investing in our common stock.
For a more detailed description of these securities, you should read the applicable provisions of Delaware law and our Amended and Restated
Certificate of Incorporation, as may be amended from time to time, referred to herein as our certificate of incorporation, and our Amended
and Restated Bylaws, as may be amended from time to time, referred to herein as our bylaws..
Our
authorized capital stock consists of 500,000,000 shares, par value $0.0001 per share, consisting of: 490,000,000 shares of common stock
and 10,000,000 shares of blank check preferred stock. Our authorized but unissued shares of common stock and preferred stock are available
for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange
or automated quotation system on which our securities may be listed or traded in the future.
Common
Stock
General.
As of September 24, 2024, there were 50,578,328 shares of common stock outstanding. Each outstanding share of common stock
entitles the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy occurring on our board of directors
may be filled by the affirmative vote of a majority of the remaining directors. Holders of our common stock do not have preemptive rights
to purchase shares in any future issuance of our common stock. In the event of our liquidation, dissolution or winding up, holders of
our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.
Listing.
Our common stock is listed on the NYSE American under the symbol “TPET.”
Transfer
Agent and Registrar. The transfer agent and registrar for our common stock is VStock Transfer, LLC. The transfer agent and registrar’s
address is 18 Lafayette Place, Woodmere, NY 11598 and its telephone number is 1-212-828-8436.
PLAN
OF DISTRIBUTION
We
entered into the ATM Agreement with Spartan Capital Securities, LLC (the “Sales Agent”) on September 26, 2024, pursuant
to which we may issue and sell from time to time up to $4,800,000 shares of our common stock through the Sales Agent, as agent or principal,
pursuant to this prospectus supplement. Sales of our common stock, if any, under the ATM Agreement will be made at market prices by any
method permitted that is deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities
Act, including sales made directly on the NYSE American, on any other existing trading market for our common stock, or to or through
a market maker other than on an exchange. The Sales Agent may also sell our common stock hereunder by any other method permitted by law,
including in privately negotiated transactions. If we and the Sales Agent agree on any method of distribution other than sales of the
shares of common stock on or through the NYSE American or another existing trading market in the United States at market prices, we will
file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.
Each
time we wish to issue and sell common stock under the ATM Agreement, we will notify the Sales Agent of the number of shares to be issued,
the dates on which such sales are anticipated to be made and any minimum price below which sales may not be made. Once we have so instructed
the Sales Agent, unless the Sales Agent declines to accept the terms of the notice, the Sales Agent has agreed to use its commercially
reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations to sell on our behalf such
shares up to the amount specified on such terms, subject to the terms and conditions of the ATM Agreement. The obligations of the Sales
Agent under the ATM Agreement to sell our common stock are subject to a number of conditions that we must meet. We or the Sales Agent
may suspend the offering of the shares of common stock being made through the Sales Agent under the ATM Agreement at any time upon proper
notice to the other party. The Sales Agent may from time to time appoint a subagent as it may, in its sole discretion, deem necessary
or desirable, which shall be an affiliate of the Sales Agent, for the purposes of selling common stock under the ATM Agreement. No additional
fees or expenses will be payable by us if the Sales Agent elects to sell common stock under the ATM Agreement through a subagent.
The
settlement between us and the Sales Agent is generally anticipated to occur on the first trading day or any such shorter settlement cycle
as may be in effect under Exchange Act Rule 15c6-1 from time to time, following the date on which the sale was made or on some other
date that is agreed upon by us and the Sales Agent in connection with a particular transaction, in return for payment of the net proceeds
to us. Sales of our common stock as contemplated in this prospectus supplement and the accompanying base prospectus will be settled through
the facilities of The Depository Trust Company or by such other means as we and the Sales Agent may agree upon. There is no arrangement
for funds to be received in an escrow, trust or similar arrangement.
We
will pay the Sales Agent a cash commission of up to 3% of the gross sales price of the shares sold by the Sales Agent under the ATM Agreement.
Because there is no minimum offering amount required as a condition to this offering, the actual total offering amount, sales commissions
and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse the Sales Agent for its reasonable and
documented out-of-pocket expenses in an amount not to exceed $10,000, and the reasonable and documented fees and expenses of its legal
counsel) in an amount not to exceed $50,000. We have also agreed to reimburse the Sales Agent for its reasonable and documented out-of-pocket
expenses in an amount not to exceed $10,000 on an annual basis for the period of the Sales Agreement. We estimate that the total expenses
for the offering, excluding the sales commissions and expenses payable to Sales Agent under the terms of the ATM Agreement, will be approximately
$50.000. We will report at least quarterly the number of shares of our common stock sold through the Sales Agent under the ATM
Agreement and the net proceeds to us.
In
connection with the sales of the common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within
the meaning of the Securities Act and the compensation paid to the Sales Agent will be deemed to be underwriting commissions or discounts.
We
have agreed to provide indemnification and contribution to the Sales Agent with respect to certain civil liabilities, including liabilities
under the Securities Act.
This
offering of common stock pursuant to this prospectus supplement will terminate upon the earlier of (i) the sale of all common stock provided
for in this prospectus supplement, or (ii) termination of the ATM Agreement as permitted therein.
This
summary of the material provisions of the ATM Agreement does not purport to be a complete statement of its terms and conditions. A copy
of the ATM Agreement is included as an exhibit to our Current Report on Form 8-K that will be filed with the SEC and incorporated by
reference into the registration statement of which this prospectus supplement and the accompanying base prospectus form a part. See “Where
You Can Find Additional Information” and “Incorporation of Documents By Reference” below.
The
Sales Agent and its affiliates may in the future provide various investment banking, commercial banking and other financial services
for us and our affiliates, for which services they may in the future receive customary fees. Previously, on July 28, 2022, we engaged
the Sales Agent as the underwriter in our initial public offering (the “IPO”). Pursuant to the underwriting agreement, at
the conclusion of our IPO, we paid the Sales Agent cash fees equal to 7.5% of the aggregate proceeds raised in the IPO, 1% of the aggregate
gross proceeds raised in the IPO as non-accountable expense, and up to $150,000 expense reimbursement to the Sales Agent. On April 20,
2023, pursuant to the same underwriting agreement, we issued to the Sales Agent warrants to purchase up to an aggregate of 100,000 shares
of common stock with exercise price of $3.30. Such warrants would expire five years from the date of the IPO registration statement.
In addition, on October 4, 2023 and December 29, 2023, we entered into placement agent agreements with the Sales Agent whereby it served
as the exclusive placement agent for the private placements by the Company. The Sales Agent received aggregate cash fees equal to 7.5%
of the aggregate proceeds raised in the sales. On January 31, 2024, pursuant to the same placement agent agreements, we also issued to
the Sales Agent warrants to purchase 83,333 and 55,000 common shares with exercise prices of $1.32 and $0.55. Such warrants may be exercised
beginning 6 months after issuance until four- and one-half years thereafter.
In
addition, in the ordinary course of its various business activities, The Sales Agent and its affiliates may make or hold a broad array
of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may
include bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve
securities and/or instruments of ours or our affiliates. The Sales Agent or its affiliates may also make investment recommendations and/or
publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients
that they acquire, long and/or short positions in such securities and instruments. To the extent required by Regulation M under the Exchange
Act, the Sales Agent will not engage in any market making activities involving our common stock while the offering is ongoing under this
prospectus supplement. Moreover, the Sales Agent will not engage in any transactions that stabilizes our common stock.
This
prospectus supplement and the accompanying base prospectus in electronic format may be made available on a website maintained by the
Sales Agent and the Sales Agent may distribute this prospectus supplement and the accompanying base prospectus
LEGAL
MATTERS
The
validity of the issuance of the common stock offered by this prospectus supplement will be passed upon for us by Ellenoff Grossman &
Schole LLP, New York, New York. The Sales Agent is being represented in connection with this offering by Manatt, Phelps & Phillips,
LLP, Costa Mesa, California.
EXPERTS
The
financial statements of Trio Petroleum Corp.. as of and for the years ended December 31, 2023 and 2022, incorporated by reference in
this prospectus supplement to the Annual Report on Form 10-K for the year ended December 31, 2023, have been audited by Bush &
Associates CPA LLC, independent registered public accounting firm, as set forth in their report appearing in the registration statement,
and are so incorporated in reliance upon such report given on the authority of such firm as experts in auditing and accounting in giving
said report.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarter and periodic reports, proxy statements and other information with the SEC using its EDGAR system. The SEC maintains
a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically
with the SEC. The address of such site is http//www.sec.gov.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference herein is considered to be part of
this prospectus supplement and the accompanying base prospectus, and information that we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed below (except the information contained in such documents
to the extent “furnished” and not “filed”) and any future filings we make with the SEC under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act (except the information contained in such documents to the extent “furnished” and not “filed”):
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our
Annual Report on Form 10-K for the fiscal year ended October 31, 2023 filed with the SEC on January 29, 2024, and as amended by Amendment
No. 1 on Form 10-K/A filed with the SEC on June 13, 2024; |
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our
Quarterly Reports on Form 10-Q for the fiscal quarter ended January 31, 2024 filed with the SEC on March 18, 2024 and for the second
fiscal quarter ended April 30, 2024 filed with the SEC on June 14, 2024; |
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our
Current Reports on Form 8-K as filed with the SEC on December 12, 2023, January 2, 2024, January 5, 2024, February 5, 2024, March 1, 2024, April 1, 2024, April 8, 2024/April 8, 2024 (two filings); April 17, 2024; April 19, 2024; April 25, 2024; May 7, 2024; May 14, 2024; June 21, 2024; June 28, 2024; July 15, 2024; August 5, 2024; August 8, 2024; August 16, 2024;September 12, 2024 and September 19, 2024; and |
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the
Description of our Form 8-A as filed with the SEC on March 14, 2023 and in Exhibit 4.2 to our Annual Report on Form 10-K for the
fiscal year ended October 31, 2023 filed with SEC on January 29, 2024, and as amended by Amendment No. 1 on Form 10-K/A filed with
the SEC on June 13, 2024. |
We
will provide without charge upon written or oral request a copy of any or all of the documents that are incorporated by reference herein
into this prospectus, other than exhibits which are specifically incorporated by reference herein into such documents. Requests should
be directed to Trio Petroleum Corp. 5401 Business Park South, Suite 115, Bakersfield, CA 93309. Our telephone number is (661) 324-3911.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein into this prospectus shall be deemed
to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus (or in any
document incorporated by reference herein therein) or in any other subsequently filed document that is or is deemed to be incorporated
by reference herein into this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
All
documents that we filed with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
prospectus supplement and prior to the filing of a post-effective amendment to the registration statement that indicates that all securities
offered under this prospectus supplement and the accompanying base prospectus have been sold, or that deregisters all securities then
remaining unsold, will be deemed to be incorporated in this prospectus supplement and the accompanying base prospectus by reference and
to be a part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying
base prospectus shall be deemed modified, superseded or replaced for purposes of this prospectus supplement to the extent that a statement
contained in this prospectus supplement and the accompanying base prospectus, or in any subsequently filed document that also is deemed
to be incorporated by reference in this prospectus supplement and the accompanying base prospectus, modifies, supersedes or replaces
such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced,
to constitute a part of this prospectus supplement. None of the information that we disclose under Items 2.02 or 7.01 of any Current
Report on Form 8-K or any corresponding information, either furnished under Item 9.01 or included as an exhibit therein, that we may
from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus supplement or
the accompanying base prospectus, except as otherwise expressly set forth in the relevant document. Subject to the foregoing, all information
appearing in this prospectus supplement and the accompanying base prospectus is qualified in its entirety by the information appearing
in the documents incorporated by reference.
You
may request, orally or in writing, a copy of these documents, which will be provided to you at no cost (other than exhibits, unless such
exhibits are specifically incorporate by reference), by requesting them in writing or by telephone from:
Trio
Petroleum Corp.
5401
Business Park South, Suite 115
Bakersfield,
CA 93309
Attention:
Corporate Secretary
Telephone:
(646) 324-3922
However,
the information in our website is not a part of this prospectus supplement or the accompanying base prospectus and is not incorporated
by reference.
PROSPECTUS
TRIO
PETROLEUM CORP.
$100,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
We
may offer and sell up to $100,000,000 in the aggregate of the securities identified above from time to time, in one or more offerings.
This prospectus provides you with a general description of the securities of our company.
Each
time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering
and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus
with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in
any of our securities.
We
may offer and sell the securities described in this prospectus and any prospectus supplement in one or more offerings. We may offer securities
through underwriting syndicates managed or co-managed by one or more underwriters, or dealers and agents, or directly to purchasers,
or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities,
their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will
be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About
this Prospectus” and for each offering of securities will describe in detail the plan of distribution for that offering. For general
information about the distribution of securities offered, please see “Plan of Distribution” for more information. No securities
may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering
of such securities.
The
aggregate market value of our outstanding common stock held by non-affiliates was $14,549,329 based on 50,328,328 shares
of outstanding common stock, of which 46,933,320 shares are held by non-affiliates, and a per share price of $0.31 which
was the closing sale price of our common stock as quoted on the NYSE American on August 12, 2024. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value exceeding more than one-third
of our public float in any 12-month period so long as our public float remains below $75,000,000. We have not offered any securities
pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this
prospectus.
Our
common stock is listed on the NYSE American under the symbol “TPET.”
If
we decide to seek a listing of any preferred stock, warrants, subscriptions rights, debt securities or units offered by this prospectus,
the related prospectus supplement will disclose the exchange or market on which the securities will be listed, if any, or where we have
made an application for listing, if any.
Investing
in our securities involves certain risks. See “Risk Factors” beginning on page 14 and the risk factors in our most recent
Annual Report on Form 10-K, which is incorporated by reference herein, as well as in any other recently filed quarterly or current reports
and, if any, in the relevant prospectus supplement. We urge you to carefully read this prospectus and the accompanying prospectus supplement,
together with the documents we incorporate by reference, describing the terms of these securities before investing.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this Prospectus is September 10, 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, (the “SEC”),
utilizing a “shelf” registration process. Under this shelf registration statement, we may offer and sell securities from
time to time, in one or more offerings up to a total dollar amount of $100,000,000 as described in this prospectus. This prospectus
provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will
provide a prospectus supplement to this prospectus that will contain more specific information about the securities being offered and
sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that
may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that
we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus with respect
to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement,
you should rely on the prospectus supplement, or in the documents that we have incorporated by reference into this prospectus.
We
urge you to carefully read both this prospectus and any applicable prospectus supplement and any free writing prospectuses we have authorized
for use in connection with a specific offering, together with the additional information incorporated herein by reference as described
under the headings “Where You Can Find More Information” and “Incorporation by Reference,” before investing in
any of the securities being offered. You should rely only on the information contained in, or incorporated by reference into, this prospectus
and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for
use in connection with a specific offering. We have not authorized any other person to provide you with different information. We will
not make an offer to sell the securities offered hereby in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus and any applicable prospectus supplement, or any related free writing prospectus is
accurate only as of the date on the cover of each respective document and that any information we have incorporated by reference is accurate
only as of the date of the document incorporated by reference, unless otherwise indicated. Our business, financial condition, results
of operations and prospects may have changed since those dates.
Except
where the context otherwise requires or where otherwise indicated, the terms “Trio Petroleum,” “we,” “us,”
“our,” “our company,” “Company” and “our business” refer to Trio Petroleum Corp.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Where You Can Find Additional Information.”
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain or may contain forward looking statements that involve risks and
uncertainties, principally in the sections entitled “Risk Factors.” All statements other than statements of historical fact
contained in this prospectus and the documents incorporated by reference herein, including statements regarding future events, our future
financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements.
We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “should,” or “will”
or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe
we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this
prospectus and the documents incorporated by reference herein, which may cause our or our industry’s actual results, levels of
activity, performance or achievements to be different than those expressed or implied by these forward-looking statements.
We
have based these forward-looking statements largely on our current expectations and projections about future events and financial trends
that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations,
and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results
to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this prospectus, and in particular, the risks discussed below and under the heading
“Risk Factors” and those discussed in other documents we file with the SEC. The following discussion should be read in conjunction
with the consolidated financial statements for the fiscal years ended October 31, 2022 and 2023 and notes incorporated by reference herein.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required
by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus
may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.
Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the
times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available
at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject
to risks and uncertainties that could cause actual performance or results to differ materially from what is expressed in or suggested
by the forward-looking statements. Forward-looking statements speak only as of the date they are made. You should not put undue reliance
on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities
laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with
respect to those or other forward-looking statements.
PROSPECTUS
SUMMARY
This
summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere in
this prospectus. This summary does not contain all of the information that may be important to you in making your investment decision.
You should read this entire prospectus carefully, especially the “Risk Factors” section beginning on page 14 and our financial
statements and the related notes included elsewhere in this prospectus, before making an investment decision.
Business
Overview
TPET
is a California-based oil and gas exploration and development company headquartered in Bakersfield, California, with its principal executive
offices located at 5401 Business Park South, Suite 115, Bakersfield, California 93309, and with operations in Monterey County,
California, and Uintah County, Utah. The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund, and
operate oil and gas exploration, development and production projects, initially focusing on one major asset in California, the South
Salinas Project (“South Salinas Project”).
We
have had revenue-generating operations since the McCool Ranch Oil Field was restarted on February 22, 2024, and recognized our first
revenues in our fiscal quarter ended April 30, 2024, and received initial proceeds from these operations in June 2024.
TPET
was formed to initially acquire from Trio Petroleum LLC (“Trio LLC”) an approximate 82.75% working interest, which was subsequently
increased to an approximate 85.775% working interest, in the large, approximately 9,300-acre South Salinas Project that is located in
Monterey County, California, and subsequently partner with certain members of Trio LLC’s management team to develop and operate
those assets. TPET holds an approximate 68.62% interest after the application of royalties (“net revenue interest”) in the
South Salinas Project. Trio LLC holds an approximate 3.8% working interest in the South Salinas Project. TPET and Trio LLC are separate
and distinct companies.
California
is a significant part of TPET’s geographic focus and we recently acquired a 22% working interest in the McCool Ranch Oil Field
(the “McCool Ranch Oil Field”, “McCool Ranch Field” or “McCool Ranch”) in Monterey County,
California. TPET’s interests also extend beyond California and we recently acquired an interest in the Asphalt Ridge Project in
Uintah County, Utah. We may acquire additional assets both inside and outside of California and Utah.
For
the year ended October 31, 2022, we generated no revenues, reported a net loss of $3,800,392 and cash flows used in operating activities
of $502,144. For the year ended October 31, 2023, we generated no revenues, reported a net loss of $6,544,426 and cash flows used in
operating activities of $4,036,834. We began generating revenues in the fiscal quarter ended April 30, 2024. For the three months ended
April 30, 2024, we reported a net loss of $4,045,935 and cash flows used in operating activities of $682,525. As of October 31, 2023
and April 30, 2024, we had an accumulated deficit of $10,446,882 and $16,194,865 respectively. There is substantial doubt regarding our
ability to continue as a going concern as a result of our accumulated deficit and no source of revenue sufficient to cover our cost of
operation as well as our dependence on private equity and financings. See “Risk Factors-Risks Relating to Our Business-We have
a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going
concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report
for the years ended October 31, 2023 and 2022.”
Recent
Business Developments
Changes
to Company Management
Changes
were made in June 2024 and July 2024, to our management team, including the following: 1) on June 17, 2024, Robin Ross, one of the original
founders of the Company and a former director of the Company from August 2021 to May 2024, was re-appointed by the Company’s Board
of Directors (the “Board”) to fill the vacancy created by Frank Ingriselli’s resignation as a member of the Board and
was also appointed as Chairman of the Board; 2) on June 17, 2024, Stan Eschner, our former Executive Chairman, became our Vice Chairman
of the Board replacing Frank Ingriselli who also stepped down from that position; 3) on July 11, 2024, Michael L. Peterson, the Company’s
Chief Executive Officer and a director of the Company, resigned as Chief Executive Officer and a director of the Company and was engaged
as a consultant to the Company; and 4) on July 11, 2024, Mr. Ross was appointed as the Company’s Chief Executive Officer, and now
currently serves as Chief Executive Officer of the Company and Chairman of the Board.
Changes
to Independent Registered Public Accounting Firm
On
May 6, 2024, the Company dismissed BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting
firm, as a result of Borgers no longer being able to audit the Company’s financial statements, pursuant to an order by the Securities
and Exchange Commission (“SEC”) against Borders (the “SEC Order”). Effective May 8, 2024, the Company retained
Bush & Associates CPA LLC (“Bush & Associates”) as its new independent registered public accounting firm. Also, pursuant
to the requirements of the SEC Order, Bush & Associates re-audited the Company’s financial statements for the fiscal years
ended October 31, 2023 and 2022, which financial statements were filed with Amendment No. 1 to the Company’s Report on Form 10-K/A
filed with the SEC on June 13, 2024.
South
Salinas Project
Efforts
to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing.
In the meantime, the Company recently determined that existing permits allow production testing to continue at the HV-3A discovery well
at Presidents Field and, consequently, testing operations were restarted at this well on March 22, 2024. The well has been producing
with a generally favorable oil-water ratio and the Company expects, in the third or fourth calendar quarter of 2024, to takes
steps to attempt to improve oil production from this well, for example by adding up to 650 feet of additional perforations in the oil
zone and/or acidizing the well for borehole cleanup. First oil sales from the HV-3A well are expected in the third calendar quarter of
2024.
McCool
Ranch Oil Field Purchase Agreement
On
October 16, 2023, TPET entered into a Purchase and Sale Agreement with Trio LLC (the “McCool Ranch Purchase Agreement”) pertaining
to the McCool Ranch Oil Field. Pursuant to this agreement, effective October 1, 2023, we acquired an approximate 22% working interest
in and to certain oil and gas assets at the McCool Ranch Field, which is located in Monterey, County, California, just seven miles from
our flagship South Salinas Project. The assets are situated in what is known as the “Hangman Hollow Area” of the McCool Ranch
Field. The acquired property is a relatively new oil field (discovered in 2011) developed with six oil wells, one water-disposal well,
steam generator, boiler, three 5,000 barrel tanks, 250 barrel test tank, water softener, two freshwater tanks, two soft water tanks,
in-field steam pipelines, oil pipelines and other facilities. The property is fully and properly permitted for oil and gas production,
cyclic-steam injection and water disposal. We are acquiring the working interest at McCool Ranch through primarily work commitment expenditures
that are being allocated to restart production at the field and establish cash flow for us, with upside potential given the numerous
undrilled infill and development well locations. Oil production was restarted on February 22, 2024.
McCool
Ranch operations have been successfully restarted, including the restarting of oil production at the HH-1, 35X and 58X wells. The HH-1
well has a short horizontal completion in the Lombardi Oil Sand, whereas the 35X and 58X wells are both vertical wells with similar oil
columns in the Lombardi Oil Sand and with similar subsurface borehole completions. The HH-1 well at McCool Ranch upon restart was initially
producing about 47 barrels of oil per day and it is currently producing about 20 bopd. The 35X well produced some oil but it and the
58X well are temporarily idle and awaiting heat treatment, probably cyclic steam, which the Company expects to accomplish, during the
calendar quarter ending September 30, 2024.The oil production at the HH-1 well is currently “cold” (i.e., without steam).
The
aforementioned initial three wells at McCool Ranch were each restarted and produced “cold” (i.e. without steam injection),
which allows for lower operating costs, with expectation that each would be produced cold as long as profitable. The Company’s
expectation was and is that each well will probably transition at some point from cold production to cyclic-steam operations, also known
as “huff and puff,” which is expected to significantly increase production. The wells at McCool Ranch historically have responded
favorably when cyclic-steam operations have been applied.
The
Company expects to restart the last two wells in the restart program, the HH-3 and HH-4 wells, during the calendar quarter ending September
30, 2024. The HH-3 and HH-4 wells will have horizontal completions similar to that of the HH-1 well. All water produced from these wells
will be disposed in the on-site water disposal well.
The
HH-1 well was initially produced cold for about 380 days in 2012-2013, during which time peak production was about 156 barrels of oil
per day (“BOPD”), average production was about 35 BOPD and cumulative production was about 13,147 barrels of oil (“BO”).
The 58X well was initially produced cold for about 230 days in 2011-2013, during which time peak production was about 41 BOPD, average
production was about 13 BOPD and cumulative production was about 2,918 BO.
KLS
Petroleum Consulting LLC (“KLSP”), a third-party, independent engineering firm, recommends that McCool Ranch be developed
with horizontal wells, each landed in the Lombardi Oil Sand with a 1,000-foot lateral. Management estimates that TPET’s property
can probably accommodate approximately 22 additional such horizontal wells and TPET accordingly may commence a drilling program in in
the third or fourth calendar quarter of 2024. TPET expects to add the reserve value of the McCool Ranch Field to the Company’s
reserve report after a further period of observation and review of the oil production that was restarted on February 22, 2024.
Asphalt
Ridge Option Agreement
On
November 10, 2023, TPET entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”)
with Heavy Sweet Oil LLC (“HSO”). Pursuant to the Asphalt Ridge Option Agreement, the Company acquired an option to purchase
up to a 20% working interest in certain leases at a long-recognized, major oil accumulation in northeastern Utah, in Uintah County, southwest
of the city of Vernal, totaling an initial 960 acres and subsequently an offsetting 1,920 acres. HSO holds the right to
such leases below 500 feet depth from surface and the Company acquired the option to participate in HSO’s initial 960 acre drilling
and production program (the “HSO Program”) on such Asphalt Ridge Leases. TPET also holds the right of first refusal to participate
in up to a 20% working interest on the greater approximate 30,000 acre leasehold at terms offered to other third-parties. On December
29, 2023, the Company and HSO entered into an Amendment to Leasehold Acquisition and Development Agreement (the “Amendment to the
Asphalt Ridge Option Agreement”), pursuant to which the Company and HSO amended the Asphalt Ridge Option Agreement to provide that,
within three (3) business days of the effective date of the Amendment to the Asphalt Ridge Option Agreement, the Company would fund $200,000
of the $2,000,000 total purchase price in advance of HSO satisfying the closing conditions set forth in the Asphalt Ridge Option Agreement,
in exchange for the Company receiving an immediate 2% interest in the Asphalt Ridge Leases, which advanced funds would be used solely
for the building of roads and related infrastructure in furtherance of the development plan. In January, 2024, the Company funded an
additional $25,000 resulting in a 2.25% working interest in the Asphalt Ridge Leases.
The
Asphalt Ridge Project, according to J. Wallace Gwynn of Energy News, is estimated to be the largest measured tar sand resource in the
United States, and is unique given its low wax and negligible sulfur content, which is expected to make the oil produced very desirable
for many industries, including shipping.
Asphalt
Ridge is a prominent, northwest-southeast trending topographic feature (i.e., a dipping slope called a hog’s back or cuesta) that
crops-out along the northeast flank of the Uinta Basin. The outcrop is comprised largely of Tertiary and Cretaceous age sandstones that
are locally highly-saturated with heavy oil and/or tar. The oil-saturated sandstones extend into the shallow subsurface of the Uinta
Basin to the southwest, which is the site of the Asphalt Ridge Development Project, and where the sandstones are estimated in various
independent studies to contain billions of barrels of oil-in-place. The project leasehold comprises over 30,000 acres and trends northwest-southeast,
along the trend of Asphalt Ridge, over a distance of about 20 miles.
The
area has been underdeveloped for decades due, in large part, to lease ownership issues and the definition of heavy oil falling under
mining regulations in the State of Utah. These factors created conflict between surface rights and subsurface mineral rights and were
obstacles to developing the asset using proven advanced cyclic-steam production techniques. Necessary permits have now been secured that
should allow drilling to commence by our operating partner. HSO hopes to continue to work with the State of Utah to supplement prior
receipt of permits with other state incentives, including working with the State on an arrangement requiring only an 8% state royalty
in connection with this project.
An
early development phase contemplates the development of 240 acres with an estimated 119 wells in the Northwest Asphalt Ridge Area. The
plan is to develop the 240 acres using advanced cyclic-steam production techniques, including initial CO2 injection. This phase contemplates
seventeen 7-spot hexagonal well patterns on 2 ½ acre spacing (a 7-spot has a central steam/CO2 injection well that is surrounded
by six producing oil wells). Upgrades have been made to existing roads and well pads as part of this early development phase.
Two
oil-saturated Cretaceous sandstones are targeted for development at Asphalt Ridge: the Rimrock Sandstone and the underlying Asphalt Ridge
Sandstone. TPET expects to add the reserve value, if any, of the Asphalt Ridge Project to the Company’s reserve report after a
brief period of observation and review of the oil development operations that commenced in the second quarter of 2024.
During
the quarterly period ended April 30, 2024, we announced the commencement of drilling activities at Asphalt Ridge. The first well, HSO
8-4 (API# 4304757202), was spud on May 10, 2024 and drilled to a total depth of 1,020 feet. The well found 100 feet of Rimrock Sandstone
tar-sand pay zone with good oil saturation and good porosity. Thirty feet of the Rimrock was cored. A small, representative piece of
Rimrock core was placed in water and brought to boiling point, and within a few minutes the sand disaggregated and the bitumen became
liquid, mobile-oil, floating on top of the water - this simple laboratory test indicates that the bitumen becomes mobile-oil at relatively
low temperatures and supports our contention that oil extraction using subsurface thermal-recovery methods may be very successful. A
second well, the HSO 2-4 (API# 430475201), was spud on May 19, 2024 and drilled to a total depth of 1,390 feet. The well drilled through
both the Rimrock tar-sand, which had a thickness of 135 feet, and the Asphalt Ridge tar-sand, which had a thickness of 59 feet. A downhole-heater
has been installed in the 2-4 well and the Company expects production to begin in the third calendar quarter of 2024. A third well is
planned to be drilled in the third calendar quarter of 2024.
TPET currently owns a 2.25%
working interest in 960 acres at Asphalt Ridge, and under an option may acquire up to a 20% working interest in the same 960 acres
and also up to a 20% working interest in an adjacent 1,920 acres. Additionally, TPET has a right of first refusal to acquire up to a
20% working interest in the additional approximate 30,000 acres of the greater Asphalt Ridge Project at terms offered to
third-parties. TPET has until October 10, 2024, to exercise its right to acquire the remaining 17.75% interest in the initial 960
acres. TPET has until the earlier of the successful drilling and completion of 50 new wells, or November 10, 2025, to exercise its
option on the adjacent 1,920 acres. We have until October 10, 2024 to pay HSO an additional $1,775,000 to exercise the option for
the remaining 17.75% working interest in the initial 960 acres of the Asphalt Ridge Leases. Assuming that we raise sufficient funds
in a current offering, we plan to use $1,775,000 of the net proceeds to exercise the remaining 17.75% working interest in the
initial 960 acres of the Asphalt Ridge Leases. If this option is not exercised on or before such date, we will forfeit any further
right to acquire this additional 17.75% working interest in the initial 960 acres.
Carbon
Capture and Storage Project
TPET
is committed to attempting to reduce its own carbon footprint and, where possible, that of others. For this reason, TPET is taking initial
steps to launch a Carbon Capture and Storage (CCS) project as part of the South Salinas Project. The South Salinas Project appears ideal
for a CCS project. The South Salinas Project covers a vast area and is uniquely situated at a deep depocenter where there are thick geologic
zones (e.g., Vaqueros Sand, up to approximately 500’ thick), about two miles deep, which could accommodate and permanently store
vast volumes of CO2. Four existing deep wells in the South Salinas Project (i.e., the HV 1-35, BM 2-2, BM 1-2-RD1 and HV 3-6 wells) are
excellent candidates for use as CO2 injection wells. A CCS project in the future may help reduce TPET’s carbon footprint by sequestering
and permanently storing CO2 deep underground at one or more deep wells, away from drinking water sources. Furthermore, three of the aforementioned
deep wells are directly located on three idle oil and gas pipelines that could be used to import CO2 to the Company’s CCS Project.
TPET has opened discussions with third parties who wish to reduce their own greenhouse gas emissions and who may be interested in participating
in our CCS project. TPET believes it feasible to develop the major oil and gas resources of the South Salinas Project and to concurrently
establish a substantial CCS project and potentially a CO2 storage hub and/or Direct Air Capture (DAC) hub.
Market
Opportunity
We
believe that we can establish oil and gas operations that have the potential to achieve profitability in California and Utah, where we
currently have projects, and elsewhere.
The
oil and gas industry is operationally challenging in California, where we have the South Salinas and McCool Ranch assets, due primarily
to regulatory issues and to efforts to facilitate an energy transition away from fossil fuels, but California nevertheless is a major
consumer of petroleum products, and TPET believes that it has the capacity to continue to operate in California and that the market for
oil and gas in California will remain strong for the foreseeable future. Furthermore, TPET is attempting to launch a Carbon Capture and
Storage Project as part of the South Salinas Project, consistent with efforts in California to reduce carbon footprint. The Company hopes
and expects TPET’s commitment to reduce carbon footprint through a Carbon Capture and Storage Project to be viewed favorably by
California regulatory bodies, perhaps helping to facilitate operations at the South Salinas Project and elsewhere.
The
oil and gas industry currently appears operationally favorable in Utah, where we have the Asphalt Ridge asset. TPET believes that the
overall operating environment and the market for oil and gas in Utah should remain favorable for the foreseeable future.
TPET’s
operations may help meet the USA’s demanding oil and gas needs that are expected to remain strong for the foreseeable future, while
supporting the country’s goal of energy independence, and supporting local and state economies with tax revenue and jobs. TPET’s
Carbon Capture and Storage Project may help reduce the Company’s and California’s carbon footprint.
Estimated
undeveloped reserves and cash flow
The
following table summarizes the Company’s estimated undeveloped reserves and cash flow at the South Salinas Project, as of April
30, 2024. The Company estimates it will have estimates of reserves and cash flow for the McCool Ranch Field and for the Asphalt Ridge
Project (based on either a 20% working interest or 2.25% working interest, if the option for the additional 17.75% working interest in
the Asphalt Ridge Leases is not exercised on or before October 10, 2024), after further observations of initial operations at those properties,
which is expected by the end of TPET’s fiscal year on October 31, 2024.
Table
1: Estimated Undeveloped Reserves and Cash Flow
| A. |
Phase 1 Undeveloped Reserve Categories | |
Net Trio Undeveloped Oil Reserves (Stock Tank Barrels) | |
Net Trio Undeveloped Gas Reserves (1000 CF, or MCF) | |
Net Trio Undeveloped Reserves (Barrels Oil Equivalent) | |
Trio Undiscounted Net Cash Flow ($) | | |
Trio Net Cash Flow Discounted at 10% ($) | |
| |
Probable (P2) Undeveloped of Phase 1 | |
2,017,620.0 | |
2,133,250.0 | |
2,373,161.7 | |
$ | 107,374,250.00 | | |
$ | 33,698,230.00 | |
| |
Possible (P3) Undeveloped of Phase 1 | |
3,841,380.0 | |
7,449,100.0 | |
5,082,896.7 | |
$ | 307,886,460.00 | | |
$ | 139,189,600.00 | |
| B. |
Phase 2 Undeveloped Reserve Categories | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| |
Probable (P2) Undeveloped of Phase 2 | |
3,227,940.0 | |
3,392,940.0 | |
3,793,430.0 | |
$ | 168,622,080.00 | | |
$ | 45,938,680.00 | |
| |
Possible (P3) Undeveloped of Phase 2 | |
6,759,630.0 | |
11,735,140.0 | |
8,715,486.7 | |
$ | 527,635,330.00 | | |
$ | 210,766,130.00 | |
| C. |
Phase 3 (Full Development) Undeveloped Reserve Categories | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| |
Probable (P2) Undeveloped of Phase 3 | |
34,940,100.0 | |
36,918,030.0 | |
41,093,105.0 | |
| 1,837,183,060.0 | | |
| 394,874,030.0 | |
| |
Possible (P3) Undeveloped of Phase 3 | |
90,057,820.0 | |
149,348,300.0 | |
114,949,203.3 | |
| 7,054,575,390.0 | | |
| 2,185,998,350.0 | |
| D. |
(P2) Undeveloped Reserves for Phases 1, 2 & 3 | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| |
Probable (P2) Undeveloped of Phase 1 | |
2,017,620.0 | |
2,133,250.0 | |
2,373,161.7 | |
$ | 107,374,250.00 | | |
$ | 33,698,230.00 | |
| |
Probable (P2) Undeveloped of Phase 2 | |
3,227,940.0 | |
3,392,940.0 | |
3,793,430.0 | |
$ | 168,622,080.00 | | |
$ | 45,938,680.00 | |
| |
Probable (P2) Undeveloped of Phase 3 | |
34,940,100.0 | |
36,918,030.0 | |
41,093,105.0 | |
$ | 1,837,183,060.00 | | |
$ | 394,874,030.00 | |
| |
Total Probable (P2) Undeveloped of Phases 1, 2 & 3 | |
40,185,660.0 | |
42,444,220.0 | |
47,259,696.7 | |
$ | 2,113,179,390.00 | | |
$ | 474,510,940.00 | |
| E. |
(P3) Undeveloped Reserves for Phases 1, 2 & 3 | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| |
Possible (P3) Undeveloped of Phase 1 | |
3,841,380.0 | |
7,449,100.0 | |
5,082,896.7 | |
$ | 307,886,460.00 | | |
$ | 139,189,600.00 | |
| |
Possible (P3) Undeveloped of Phase 2 | |
6,759,630.0 | |
11,735,140.0 | |
8,715,486.7 | |
$ | 527,635,330.00 | | |
$ | 210,766,130.00 | |
| |
Possible (P3) Undeveloped of Phase 3 | |
90,057,820.0 | |
149,348,300.0 | |
114,949,203.3 | |
$ | 7,054,575,390.00 | | |
$ | 2,185,998,350.00 | |
| |
Total Possible (P3) Undeveloped of Phases 1, 2 & 3 | |
100,658,830.0 | |
168,532,540.0 | |
128,747,586.7 | |
$ | 7,890,097,180.00 | | |
$ | 2,535,954,080.00 | |
| F. |
Undeveloped Reserve Categories for Phases 1, 2 & 3 | |
Net Trio
Undeveloped
Oil
Reserves
(Stock Tank
Barrels) | |
Net Trio
Undeveloped
Gas
Reserves
(1000 CF,
or MCF) | |
Net Trio
Undeveloped
Reserves
(Barrels Oil
Equivalent) | |
Trio
Undiscounted
Net Cash
Flow ($) | | |
Trio Net
Cash Flow
Discounted
at 10% ($) | |
| |
Total Probable (P2) Undeveloped of Phases 1, 2 & 3 | |
40,185,660.0 | |
42,444,220.0 | |
47,259,696.7 | |
$ | 2,113,179,390.00 | | |
$ | 474,510,940.00 | |
| |
Total Possible (P3) Undeveloped of Phases 1, 2 & 3 | |
100,658,830.0 | |
168,532,540.0 | |
128,747,586.7 | |
$ | 7,890,097,180.00 | | |
$ | 2,535,954,080.00 | |
Reasonable
Expectations of Reserve Analyses
This
prospectus provides a summary of risks and detailed discussions of risks relating to our business and risks related to this offering.
The Company recognizes these risks as being real and substantial.
Nevertheless,
the Company has reasonable expectations that the Company’s South Salinas Project should prove to be economically viable assets,
that the Company should have adequate funding to develop these assets, that there should exist the legal right to develop these assets,
and that the Company should be able to establish long-term production and to deliver oil and natural gas to markets, recognizing as discussed
elsewhere hereunder that there are technical risks and that there may be project delays and/or obstacles related to obtaining necessary
permits from regulatory agencies and/or related to other matters. Notwithstanding the foregoing, there is no assurance that any of the
foregoing expectations will be realized. Furthermore and more specifically, the Company has a reasonable expectation that the primary
governmental regulatory agencies that are currently and/or that will be involved in the permitting processes, which agencies will primarily
be CalGEM, State Water Boards and Monterey County, should determine to approve the Company’s applications for permits for various
reasons that are discussed elsewhere in this prospectus, although there can be no assurance of our obtaining any of such approvals.
Additionally,
TPET does not yet have a final reserve report for the McCool Ranch Oil Field, but plans to add the reserve value of the McCool Ranch
Field to the Company’s reserve report after a brief period of observation and review of the oil production that was restarted on
February 22, 2024. Nevertheless, TPET has reasonable expectations that the McCool Ranch Oil Field should prove to have economic reserves
based, in part, on an in-progress evaluation by KLS Petroleum Consulting LLC (“KLSP”), a third-party, independent engineering
firm, and based on various historical analyses by other independent third-party reservoir engineers, and based also on the experience
of the field operator Trio LLC. TPET has reasonable expectation that the McCool Ranch Oil Field should prove to have economic reserves,
that the Company should have adequate funding to develop the reserves, and that there should exist the legal right to develop the Company’s
reserves at McCool Ranch, including the rights to full-field development and to long-term production, rights to cyclic-steam operations
and water disposal and similar matters, recognizing as discussed elsewhere hereunder that there are technical risks and that there may
be project delays and/or obstacles related to obtaining necessary permits from regulatory agencies and/or related to other matters. Notwithstanding
the foregoing, there is no assurance that any of the foregoing expectations will be realized. Furthermore and more specifically, the
Company has a reasonable expectation that the primary governmental regulatory agencies that are currently and/or that will be involved
in the permitting processes, which agencies will primarily be CalGEM, State Water Boards and Monterey County, should determine to approve
the Company’s applications for permits for various reasons that are discussed elsewhere in this prospectus.
An
initial two wells were drilled at our Asphalt Ridge Project in the second calendar quarter of 2024, and both wells were completed across
the encountered tar sands and testing operations have commenced at both wells. TPET has not yet assigned reserves to the Asphalt Ridge
Project. However, TPET has reasonable expectations that reserves may be assigned to the Asphalt Ridge Project after a brief period of
observation and review of the oil development operations that are in progress at the aforementioned two wells, that the Company should
have adequate funding to develop the reserves, and that there should exist the legal right to develop the Company’s reserves in
the Asphalt Ridge Project, including the rights to full-field development and to long-term production, recognizing as discussed elsewhere
hereunder that there are technical risks and that there may be project delays and/or obstacles related to obtaining necessary permits
from regulatory agencies and/or related to other matters. Notwithstanding the foregoing, there is no assurance that any of the foregoing
expectations will be realized, including, without limitation, the ability to raise sufficient funds to exercise the option to acquire
the additional 17.75% working interest in the Asphalt Ridge Leases on or before the expiration date of the option on October 10, 2024.
TPET expects to add the reserve value, if any, of the Asphalt Ridge Project to the Company’s reserve report after a brief period
of observation and review of the oil development operations that commenced in the second calendar quarter of 2024.
For
additional information on risks and detailed discussions of risks relating to our business and risks related to this offering, see “Risks
Relating to Our Business - We may face delays and/or obstacles in project development due to difficulties in obtaining necessary
permits from federal, state, county and/or local agencies, which may materially affect our business;” “Risks Relating to
Our Business - We face substantial uncertainties in estimating the characteristics of our assets, so you should not place undue reliance
on any of our measures;” “Risks Relating to Our Business - The drilling of wells is speculative, often involving significant
costs that may be more than our estimates, and drilling may not result in any discoveries or additions to our future production or future
reserves, or it may result in disproving or diminishing our current reserves; “Risks Relating to Our Business - Seismic
studies do not guarantee that oil or gas is present or, if present, will produce in economic quantities; and “Risks Relating to
Our Business - We are subject to numerous risks inherent to the exploration and production of oil and natural gas.”
Business
Strategies
Our
primary business strategies and objectives currently are to develop our existing assets at the South Salinas Project, McCool Ranch Oil
Field and Asphalt Ridge Project, and to acquire additional economically attractive oil and/or gas assets in California, Utah and elsewhere.
TPET’s
current strategy and focus at the South Salinas Project is multifaceted and includes continuing oil and gas production at the
HV-3A discovery well at Presidents Field, benefiting from a short-term water-disposal program that has recently been approved
by CalGEM and WaterBoards and that should significantly reduce lease operating costs, evaluating options for drilling the HV-2 and
HV-4 wells, evaluating options for accelerating the further testing of Humpback Field and particularly the Vaqueros Sand and the Monterey
Formation Blue-Zone reservoir objectives, launching a Carbon Capture and Storage Project, continuing to pursue permits for full
field development, and similar matters. The Company recently determined that existing permits allow production testing to continue at
the HV-3A well at Presidents Field and, consequently, testing operations have been restarted at this well. A pumping unit, tanks and
other equipment were moved to the HV-3A site during the second week of March, 2024, after delays due to historically high atmospheric
rivers of heavy rainfall that delayed field operations, and the restart of production at the HV-3A well occurred on March 22, 2024. The
well has been producing with a generally favorable oil-water ratio and the Company expects, in the third or fourth calendar quarter
of 2024, to take steps to attempt to improve oil production from this well, for example by adding up to 650 feet of additional perforations
in the oil zone and/or acidizing the well for borehole cleanup. First oil sales from the HV-3A well are expected in the third calendar
quarter of 2024.
TPET’s
current strategy and focus at McCool Ranch is to optimize production at the recently restarted HH-1, 58X and 35X wells, to restart the
HH-3 and HH-4 wells, and subsequently to commence permitting and drilling new wells in the field. KLS Petroleum Consulting LLC (“KLSP”),
a third-party, independent engineering firm, recommends that McCool Ranch be developed with horizontal wells, each landed in the Lombardi
Oil Sand with a 1,000-foot lateral. TPET’s property can probably accommodate approximately 22 additional such horizontal wells
and TPET accordingly may commence a drilling program in the third or fourth calendar quarter of 2024. TPET expects to add the reserve
value of the McCool Ranch Field to the Company’s reserve report after a further period of observation and review of the oil production
that was restarted on February 22, 2024.
TPET’s
current strategy and focus at the Asphalt Ridge asset is to monitor the results of the new 2-4 and 8-4 wells and additional planned wells,
and to exercise the option to secure a full 20% working interest in the Asphalt Ridge Project; provided, however, that if we do not raise
sufficient funds in this offering, prior to October 10, 2024, it is unlikely that we will be able to pay the $1,775,000 required for
exercise of the option for the remaining 17.75% working interest in the initial 960 acres of the Asphalt Ridge Project and we
would continue to operate within the 2.25% working interest we currently hold. We believe this asset has potential to produce significant
future revenues for the Company. TPET expects to add the reserve value, if any, of the Asphalt Ridge Project to the Company’s reserve
report after a further period of observation and review of the oil production at the new wells, which is expected by the end of TPET’s
fiscal year on October 31, 2024 (based on either a 20% working interest or 2.25% working interest, if the option for the additional 17.75%
working interest in the Asphalt Ridge Leases is not exercised on or before October 10, 2024).
TPET’s
primary strategies and objectives are focused on growing the Company into a highly profitable, independent oil and gas company.
Trio
LLC’s Services as an Operator in California
Trio
LLC is a licensed Operator in California and currently operates the South Salinas Project and the McCool Ranch Oil Field on behalf of
TPET and other working interest owners. Trio LLC operates these assets pursuant to joint operating agreements (“JOAs”) between
and among Trio LLC and the non-operating, third-party, working interest owners. The non-operating parties have agreed under the JOAs
to have the Operator explore and develop these assets for the production of oil and gas as provided thereunder. Trio LLC, as Operator,
generally conducts and has significant control of operations, subject to the limitations and constraints of the JOAs, and acts in the
capacity of an independent contractor. Operator is obligated to conduct its activities under the JOAs as a reasonable prudent operator,
in good workmanlike manner, with due diligence and dispatch, in accordance with good oilfield practices, and in compliance with applicable
laws and regulations.
TPET
holds an approximate 85.775% working interest and Trio LLC an approximate 3.8% working interest in the South Salinas Project. TPET and
Trio LLC each hold an approximate 21.918315% working interest in the McCool Ranch Oil Field. TPET and Trio LLC are separate and distinct
companies.
Trio
LLC has significant prior experience in oil and gas operations, exploration and production in California and an experienced management
team. Some of the members of Trio LLC’s management team are also senior executives of the Company.
Our
Growth Strategy
TPET’s
goal is the building and growing of a substantial independent oil and gas company by developing and/or producing the South Salinas Project,
McCool Ranch Oil Field and Asphalt Ridge Asset (as may be limited by our ability to exercise the option for the remaining 17.75% working
interests in the initial 960 acres of the Asphalt Ridge Leases), and by acquiring and developing other oil and gas assets. Since
our initial public offering, we have added working interests in the McCool Ranch Oil Field and the Asphalt Ridge Project to our asset
portfolio, growing from one project to three projects. Additionally, the Company is evaluating other oil and gas projects that are candidates
for acquisition. Our primary business strategies and objectives currently are to develop our existing assets at the South Salinas Project,
McCool Ranch Oil Field and Asphalt Ridge Project, and to acquire additional economically attractive oil and/or gas assets in California,
Utah and elsewhere.
Competition
There
are many large, medium, and small-sized oil and gas companies and third-parties that are our competitors. Many of these competitors have
extensive operational histories, experienced oil and gas industry management, profitable operations, and significant reserves and funding
resources. Our efforts to acquire additional oil/gas properties in California and elsewhere may be met with competition.
Government
Regulation
We
are subject to a number of federal, state, county and local laws, regulations and other requirements relating to oil and natural gas
operations. The laws and regulations that affect the oil and natural gas industry are under constant review for amendment or expansion.
Some of these laws, regulations and requirements result in challenges, delays and/or obstacles in obtaining permits, and some carry substantial
penalties for failure to comply. The regulatory burden on the oil and natural gas industry increases our cost of doing business, can
affect and even obstruct our operations and, consequently, can affect our profitability. These burdens include regulations relating to
transportation of oil and gas, drilling and production and other regulatory matters. See “Business - Government Regulation”
beginning on page 8.
Recent
Loan and Financing
March
2024 Debt Financing
The
Company executed a Securities Purchase Agreement, dated March 27, 2024 (the March 2024 “SPA”) with an institutional investor
(the “March 2024 Investor”), which March 2024 Investor signed and funded on April 5, 2024, and pursuant to which the Company
raised gross proceeds of $184,500 and received net proceeds of $164,500, after payment of offering expenses (the “March 2024 Debt
Financing”). The March 2024 SPA contains certain representations and warranties by the March 2024 Investor and the Company and
customary closing conditions.
In
connection with the March 2024 Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor, dated March
27, 2024, in the principal amount of $211,500, having an original issue discount of $27,000 or approximately 13% (the “March 2024
Investor Note”). Interest accrues on the March 2024 Investor Note at a rate of 12% per annum and the maturity date of the March
2024 Investor Note is January 30, 2025 (the “March 2024 Investor Note Maturity Date”). The March 2024 Investor Note provides
for five payments of principal and accrued interest which are payable: (i) $118,440 on September 30, 2024; (ii) $29,610 on October 30,
2024; (iii) $29,610 on November 30, 2024; (iv) $29,610 on December 30, 2024; and (v) $29,610 on January 30, 2025. The Company may prepay
the March 2024 Investor Note, in full and not in part, any time during the 180 day period after the issuance date of the March 2024 Investor
Note at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment,
the Company will still be required to pay the full amount of interest that would have been payable through the term of the March 2024
Investor Note, in the amount of $25,380. The March 2024 Investor Note contains provisions constituting an Event of Default (as such term
is defined in the March 2024 Investor Note) and, upon an Event of Default, the March 2024 Investor Note will be accelerated and become
due and payable in an amount equal to 150% of all amounts due and payable under the March 2024 Investor Note with interest at a default
rate of 22% per annum. In addition, upon an Event of Default, the March 2024 Investor has the right to convert all or any outstanding
amount of the March 2024 Investor Note into shares of the Company’s common stock at a conversion price equal to the greater of
(i) 75% of the Market Price (as such term is defined in the March 2024 Investor Note) or (ii) the conversion floor price, which is $0.07117
(the “Floor Price”); provided, however, that the Floor Price shall not apply after October 5, 2024, and thereafter, the conversion
price will be 75% of the Market Price. Issuance of shares of common stock to the March 2024 Investor is subject to certain beneficial
ownership limitations and not more than 19.99% of the shares of common stock outstanding on March 29, 2024 may be issued upon conversion
of the March 2024 Investor Note. The conversion price is also subject to certain adjustments or other terms in the event of (i) mergers,
consolidations or recapitalization events or (ii) certain distributions made to holders of shares of common stock.
Loan
from Chief Executive Officer
On
March 26, 2024, our former Chief Executive Officer, Michael L. Peterson, who currently serves as a consultant to the Company, made a
loan to us in the principal amount of $125,000 (the “Peterson Loan”). For further information on the Peterson Loan see “Certain
Relationships and Related Party Transactions - Related Party Transactions - Loan from Chief Executive Officer.”
April
2024 Financing
On
April 16, 2024, the Company entered into a securities purchase agreement (the “Initial April 2024 SPA”) with an institutional
investor (the “Initial April 2024 Investor”). Pursuant to the terms and conditions of the Initial April 2024 SPA, the Initial
April 2024 Investor provided financing to the Company for gross proceeds in the amount of $360,000 resulting in net proceeds to the Company,
after offering expenses, of $310,000 (the “Initial April 2024 Financing”). The Company also issued to the Initial April 2024
Investor 750,000 shares of common stock, par value $0.0001 per share, as and for a commitment fee in connection with the Initial April
2024 Financing (the “Commitment Shares”). In connection with the Initial April 2024 Financing, the Company issued a Senior
Secured Convertible Promissory Note to the Initial April 2024 Investor in the principal amount of $400,000, having an original issue
discount of $40,000, or 10% (the “Initial Investor April 2024 Note”).
To
secure the obligations of the Company to repay the Initial April 2024 Investor Note, the Company and the Initial April 2024 Investor
entered into a Security Agreement, dated April 16, 2024 (the “Initial April 2024 Security Agreement”).
On
April 24, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement (the “A&R April 2024 SPA”),
amending and restating the Initial April 2024 SPA, in its entirety, and amending the Initial April 2024 Financing by adding an additional
institutional investor (the “Additional April 2024 Investor” and collectively with the Initial April 2024 Investor, the “April
2024 Investors”). Pursuant to the terms of the A&R April 2024 SPA, the Additional April 2024 Investor provided financing to
the Company, on the same terms as provided by the April 2024 Initial Investor, for gross proceeds in the amount of $360,000 resulting
in net proceeds to the Company, after offering expenses, of $328,000 for total net proceeds to the Company of $638,000 (the “April
2024 Financing”). As a result of the financing provided by the Additional April 2024 Investor, April 2024 Investor Notes in an
aggregate principal amount of $800,000 are outstanding and mature on August 16, 2024. The April 2024 Investor Notes provide for mandatory
prepayment, in full, if the Company raises gross proceeds of not less than $1,000,000, in one or a series of related transactions, at
any time that the April 2024 Investor Notes are outstanding.
The
Company also issued to the Additional April 2024 Investor 750,000 Commitment Shares, as and for a commitment fee in connection with the
April 2024 Financing, so that after such issuance the Company had issued an aggregate of 1,500,000 Commitment Shares to the April 2024
Investors.
In
connection with the Amended April 2024 Financing, the Company issued a Senior Secured Convertible Promissory Note to the Additional April
2024 Investor in the principal amount of $400,000, having an original issue discount of $40,000, or 10% (the “Additional April
2024 Investor Note”) and otherwise on substantially the same terms as the Initial Investor April 2024 Investor Note. The Company
also issued to the Initial April 2024 Investor an Amended and Restated Senior Secured Convertible Promissory Note, amending and replacing
the Initial Investor April 2024 Note (the “A&R Initial Investor April 2024 Note” and collectively with the Additional
April 2024 Investor Note, the “April 2024 Investor Notes”). The April 2024 Investor Notes are each convertible into shares
of common stock (“Conversion Shares”) at an initial per share conversion price of $0.25, subject to certain adjustments.
Pursuant to the provisions of the A&R April 2024 SPA, the Company granted to the April 2024 Investors certain “piggy-back registration
rights” for the registration for resale of the Commitment Shares and the Conversion Shares. Additionally, for a period beginning
on April 16, 2024 and terminating 18 months after the later of (i) August 16, 2024 or the full repayment of the April 2024 Investor Notes,
the Company provided the April 2024 Initial Investors with a joint right to participate in future financings in an aggregate amount up
to 100% of any debt financing and up to 45% of any other type of financing. Further, the Company is prohibited from entering into any
variable rate transactions for as long as the April 2024 Initial Investors hold any of the Commitment Shares; provided, however, that
the Company is permitted to enter into At-the-Market offerings with a nationally recognized broker-dealer.
As
a result of the Amended April 2024 Financing, the Company entered into an Amended and Restated Security Agreement, dated April 24, 2024,
with the April 2024 Investors (the “A&R April 2024 Security Agreement”), amending and restating the Initial April 2024
Security Agreement, in its entirety, and adding the Additional April 2024 Investor as a secured party. Under the terms of the A&R
April 2024 Security Agreement, the Company has granted to the April 2024 Investors a senior security interest in and to substantially
all of the Company’s assets and properties.
On
August 14, 2024, the maturity dates of the April 2024 Investor Notes were extended from August 16, 2024 to September 16, 2024 and commencing
on August 16, 2024, the April 2024 Investor Notes accrue interest at a rate of 15% per annum until repaid in full.
June
2024 Convertible Debt Financing
On
June 27, 2024, the Company entered into a securities purchase agreement (the “June 2024 SPA”) with the same April 2024 Investors
(the “June 2024 Investors”). Pursuant to the terms and conditions of the June 2024 SPA, each June 2024 Investor provided
financing of $360,000 to the Company (net of a 10% original issuance discount as described below) in the form of the June 2024 Notes
(as defined below) for aggregate gross proceeds in the amount of $720,000 (the “June 2024 Financing”). In consideration of
the June 2024 Investors’ funding under the June 2024 SPA, on June 27, 2024, the Company issued and sold to each June 2024 Investor:
(A) a Senior Secured 10% Original Issue Discount Convertible Promissory Note in the aggregate principal amount of $400,000 (the “June
2024 Notes”) and (B) a warrant to purchase 744,602 shares (the “June 2024 Warrant Shares”) of the company’s Common
Stock, at an initial exercise price of $0.39525 per share of Common Stock, subject to certain adjustments (the “June 2024 Warrants”).
The
June 2024 Notes are initially convertible into shares of Common Stock (the “June 2024 Conversion Shares”) at a conversion
price of $0.39525 per share, subject to certain adjustments (the “June 2024 Notes Conversion Price”), provided that the June
2024 Conversion Price shall not be reduced below $0.12 (the “June 2024 Floor Price”), and provided further that, subject
to the applicable rules of the NYSE American, the Company may lower the June 2024 Floor Price at any time upon written notice to the
June 2024 Investors. The June 2024 Notes do not bear any interest, except in the case of an Event of Default (as such term is defined
in the June 2024 Notes), and the June 2024 Notes mature on June 27, 2025. Upon the occurrence of any Event of Default, interest shall
accrue on the June 2024 Notes at a rate equal to 10% per annum or, if less, the highest amount permitted by law.
Pursuant
to the provisions of the June 2024 SPA, for a period beginning on June 27, 2024 and terminating 18 months of the anniversary of the June
2024 SPA, the Company provided the June 2024 Investors with the right to participate in future financings in an amount up to 100% of
any debt financing and up to 45% of any other type of financing. Each June 2024 Investor has the right to participate in future financing
based upon such June 2024 Investor’s pro rata portion of the aggregate original principal amount of such June 2024 Investor’s
Note purchased under the June 2024 SPA. Further, the Company is prohibited from entering into any “variable rate transactions”
until such time no June 2024 Investor holds any of the June 2024 Notes, provided, however, that the Company is permitted (i) to enter
into At-the-Market offerings with a nationally recognized broker-dealer or to (ii) enter into a variable rate transaction with either
of the June 2024 Investors.
Commencing
on the 90th day following the original issue date of the June 2024 Notes, the Company is required to pay to the June 2024
Investors the outstanding principal balance under the June 2024 Notes in monthly installments, on such date and each one (1) month anniversary
thereof, in an amount equal to 103% of the total principal amount under the June 2024 Notes multiplied by the quotient determined by
dividing one by the number of months remaining until the maturity date of the June 2024 Notes, until the outstanding principal amount
under the June 2024 Notes has been paid in full or, if earlier, upon acceleration, conversion or redemption of the June 2024 Notes in
accordance with their terms. All monthly payments are payable by the Company in cash, provided that under certain circumstances, as provided
in the June 2024 Notes, the Company may elect to pay in shares of Common Stock.
The
Company may repay all or any portion of the outstanding principal amount of the June 2024 Notes, subject to a 5% pre-payment premium;
provided that (i) the Equity Conditions (as such term is defined in the June 2024 Notes) are then met, (ii) the closing price of the
Common Stock on the trading day prior to the date that a prepayment notice is provided by the Company is not below the then June 2024
Conversion Price, and (iii) a resale registration statement registering June 2024 Conversion Shares and June Financing Warrant Shares
has been declared effective by SEC. If the Company elects to prepay the June 2024 Notes, the June 2024 Investors have the right to convert
all of the principal amount of the June 2024 Notes at the applicable June 2024 Conversion Price into June 2024 Conversion Shares.
Further,
if the Company directly or indirectly receives proceeds from and closes any kind of financing including through the issuance of any equity
or debt securities, generating, in a single transaction or a series of related transactions, gross proceeds of not less than $1,000,000,
the June 2024 Investors may request a prepayment of all or any portion of the principal amount of the June 2024 Notes and any accrued
and unpaid interest thereon (if any) from the proceeds received by the Company. Notwithstanding the foregoing, if all or a portion of
the proceeds of any such financing closed after the issue date of the June 2024 Notes and prior to the closing of a public offering of
the Company’s securities are to be used to fund the $1,775,000 payable by the Company for the Asphalt Ridge Option Agreement
to obtain an additional 17.75% working interest in the initial 960 acres of Utah Asphalt Ridge project, then only net proceeds
in excess of the $1,775,000 payable for such option may be applied to any prepayment of the June 2024 Notes.
In
connection with the June 2024 SPA, on June 27, 2024, the Company entered into a registration rights agreement with the June 2024 Investors
pursuant to which the Company is required to, within 30 days after the closing date of the June 2024 Financing, file with the SEC a registration
statement to register the June 2024 Conversion Shares and the June Financing Warrant Shares and to cause such resale registration statement
to be effective within 60 days after the applicable filing date. In addition, in connection with the June 2024 SPA and in the event the
transactions contemplated under the June 2024 SPA would require to comply with the applicable NYSE/NYSE American Rules requiring stockholder
approval for the Company’s issuance of shares of Common Stock in excess of 20% of the number of shares of Common Stock outstanding
on the date thereof, the Company agreed to enter into voting agreements with certain Company stockholders, directors and officers, pursuant
to which, each stockholder party thereto will agree to vote its shares of Common Stock to approve the issuance of the securities under
the June 2024 SPA.
To
secure the obligations of the Company to repay the June 2024 Notes, the Company has granted to the June 2024 Investors a senior security
interest in and to all of the Company’s assets and properties, subject to certain exceptions, as set forth in that certain Security
Agreement, dated June 27, 2024, between the Company and the June 2024 Investors.
August
2024 Debt Financing
August
1, 2024 Financing
The
Company executed a Securities Purchase Agreement, dated August 1, 2024 (the “August 1st SPA”) with the “March
2024 Investor”, pursuant to which the March 2024 Investor provided additional debt financing to the Company, and pursuant to which
the Company raised gross proceeds of $134,000 and received net proceeds of $110,625, after payment of offering expenses (the “August
1st Debt Financing”). The August 1st SPA contains certain representations and warranties by the March 2024
Investor and the Company and customary closing conditions.
In
connection with the August 1st Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor,
dated August 1, 2024, in the principal amount of $152,000, having an original issue discount of $18,000 or approximately 11.8% (the “August
1st Investor Note”). Interest accrues on the August 1st Investor Note at a rate of 12% per annum and the
maturity date of the August 1st Investor Note is May 30, 2025. The August 1st Investor Note provides for five payments
of principal and accrued interest which are payable: (i) $85,120 on January 30, 2025; (ii) $21,280 on February 28, 2025; (iii) $21,280
on March 30, 2025; (iv) $21,280 on April 30, 2025; and (v) $21,280 on May 30, 2025 for a total of $170,240. The Company, subject to certain
limitations, may prepay the August 1st Investor Note, in full and not in part, any time during the 180 day period after the
issuance date of the August 1st Investor Note at a 3% discount to the outstanding amount of principal and interest due and
payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would
have been payable through the term of the August 1st Investor Note, in the amount of $18,240. The remaining terms of the August
1st Investor Note are the same at the March 2024 Investor Note, except that the floor price is $0.18.
August
6, 2024 Financing
The
Company executed a Securities Purchase Agreement, dated August 6, 2024 (the “August 6th SPA”) with a new institutional
investor (the “August 2024 Investor”), pursuant to which the August 2024 Investor provided debt financing to the Company,
and pursuant to which the Company raised gross proceeds of $225,000 and received net proceeds of $199,250, after payment of offering
expenses (the “August 6th Debt Financing”). The August 6th SPA contains certain representations and
warranties by the August 2024 Investor and the Company and customary closing conditions.
In
connection with the August 6th Debt Financing, the Company issued an unsecured promissory note to the August 2024 Investor,
dated August 6, 2024, in the principal amount of $255,225, having an original issue discount of $30,225 or approximately 11.8% (the “August
6th Investor Note”). Interest accrues on the August 6th Investor Note at a rate of 12% per annum and the
maturity date of the August 6th Investor Note is May 30, 2025. The August 6th Investor Note provides for five payments
of principal and accrued interest which are payable: (i) $142,926 on January 30, 2025; (ii) $35,731 on February 28, 2025; (iii) $35,731
on March 30, 2025; (iv) 35,731 on April 30, 2025; and (v) $35,731 on May 30, 2025. The Company, subject to certain limitations, may prepay
the August 6th Investor Note, in full and not in part, any time during the 180 day period after the issuance date of the August
6th Investor Note at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in
the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through
the term of the August 6th Investor Note, in the amount of $30,627. The remaining terms of the August 6th Investor
Note are the same at the August 1st Investor Note.
Implications
of Being an Emerging Growth Company and a Smaller Reporting Company
We
qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
As an “emerging growth company” we may take advantage of reduced reporting requirements that are otherwise applicable to
public companies. These provisions include, but are not limited to:
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the
option to present only two years of audited financial statements and only two years of related “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in this prospectus; |
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not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the
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not
being required to comply with any requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial
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reduced
disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
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exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. |
We
may take advantage of these provisions until October 31, 2028, which is the last day of our fiscal year following the fifth anniversary
of the consummation of our initial public offering (“IPO”). However, if any of the following events occur prior to the end
of such five-year period, (i) our annual gross revenue exceeds $1.235 billion, (ii) we issue more than $1.0 billion of non-convertible
debt in any three-year period, or (iii) we become a “large accelerated filer,” (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), we will cease to be an emerging growth company prior to the end of
such five-year period. We will be deemed to be a “large accelerated filer” at such time that we (a) have an aggregate worldwide
market value of common equity securities held by non-affiliates of $700.0 million or more as of the last business day of our most recently
completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Exchange Act for a period of at
least 12 months and (c) have filed at least one annual report pursuant to the Exchange Act. Even after we no longer qualify as an emerging
growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of
the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in this prospectus
and our periodic reports and proxy statements.
We
have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus
is a part (the “Registration Statement”) and may elect to take advantage of other reduced reporting requirements in future
filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting
companies in which you hold equity interests.
We
are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act,
and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that
we continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after
we cease to qualify as an emerging growth company, certain of the exemptions available to us as an “emerging growth company”
may continue to be available to us as a “smaller reporting company,” including exemption from compliance with the auditor
attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be
a “smaller reporting company” until we have $250 million or more in public float (based on our Common Stock) measured as
of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float (based on our
Common Stock) or a public float (based on our Common Stock) that is less than $700 million, annual revenues of $100 million or more during
the most recently completed fiscal year.
In
addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with
new or revised accounting standards. We have elected to take advantage of this extended transition period.
Corporate
Information
We
were formed as a Delaware corporation in July 2021. Our headquarters are in Bakersfield, California, and our principal executive offices
are located at 5401 Business Park South, Suite 115, Bakersfield, California 93309, and our telephone number is (661) 324-3911.
Our website address is www.trio-petroleum.com. The information contained in, or accessible through, our website does not constitute
a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider
the risk factors we describe in any prospectus supplement and in any related free writing prospectus for a specific offering of securities,
as well as those incorporated by reference into this prospectus and any prospectus supplement. You should also carefully consider other
information contained and incorporated by reference in this prospectus and any applicable prospectus supplement, including our financial
statements and the related notes thereto incorporated by reference in this prospectus. The risks and uncertainties described in the applicable
prospectus supplement and our other filings with the SEC incorporated by reference herein are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently consider immaterial may also adversely affect us. If any of the described
risks occur, our business, financial condition or results of operations could be materially harmed. In such case, the value of our securities
could decline and you may lose all or part of your investment.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On
occasion we may engage in certain related party transactions. All prior related party transactions have been disclosed in our other filings
with the SEC which are incorporated by reference herein. Our policy is that all related party transactions will be reviewed and approved
by the audit committee of our board of directors prior to our entering into any related party transactions.
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination
of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be
distributed from time to time in one or more transactions:
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a fixed price or prices, which may be changed; |
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market prices prevailing at the time of sale; |
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prices related to such prevailing market prices; or |
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Each
time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the
method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the
securities and the proceeds to us, if applicable.
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best-efforts basis and a dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers, or agents in connection with the offering of the securities, and any discounts, concessions,
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act of 1933, as amended, and any discounts and commissions received by them and any profit realized by them on resale of the securities
may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents
against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make
in respect thereof and to reimburse those persons for certain expenses.
Any
Common Stock will be listed on the NYSE American, but any other securities may or may not be listed on a national securities exchange.
To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain,
or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the
sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if
any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the
open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed
if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to
stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These
transactions may be discontinued at any time.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.
In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in
the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
We
do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might
have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions
or that such transactions, once commenced, will not be discontinued without notice.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
To
comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions
only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been
registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
The
underwriters, dealers, and agents may engage in transactions with us, or perform services for us, in the ordinary course of business
for which they receive compensation.
DESCRIPTION
OF SECURITIES WE MAY OFFER
General
This
prospectus describes the general terms of our capital stock. The following description is not complete and may not contain all the information
you should consider before investing in our capital stock. For a more detailed description of these securities, you should read the applicable
provisions of Delaware law and our amended and restated articles of incorporation referred to herein as our articles of incorporation,
and our amended and restated bylaws, referred to herein as our bylaws. When we offer to sell a particular series of these securities,
we will describe the specific terms of the series in a supplement to this prospectus. Accordingly, for a description of the terms of
any series of securities, you must refer to both the prospectus supplement relating to that series and the description of the securities
described in this prospectus. To the extent the information contained in the prospectus supplement differs from this summary description,
you should rely on the information in the prospectus supplement.
The
total number of shares of capital stock we are authorized to issue is 500,000,000 shares, of which (a) 490,000,000 shares are common
stock and (b) 10,000,000 shares are preferred stock.
We,
directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately,
up to $100,000,000 in the aggregate of:
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preferred stock; |
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warrants to purchase our
securities; |
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subscription rights to
purchase our securities; |
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secured or unsecured debt
securities consisting of notes, debentures, or other evidences of indebtedness which may be senior debt securities, senior subordinated
debt securities, or subordinated debt securities, each of which may be convertible into equity securities; or |
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units comprised of, or
other combinations of, the foregoing securities. |
We
may issue the debt securities exchangeable for or convertible into shares of common stock, preferred stock, or other securities that
may be sold by us pursuant to this prospectus or any combination of the foregoing. The preferred stock may also be exchangeable for and/or
convertible into shares of common stock, another series of preferred stock, or other securities that may be sold by us pursuant to this
prospectus or any combination of the foregoing. When a particular series of securities is offered, a supplement to this prospectus will
be delivered with this prospectus, which will set forth the terms of the offering and sale of the offered securities.
Common
Stock
As
of August 26, 2024, there were 50,328,328 shares of common stock outstanding. Each outstanding share of common stock entitles
the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy occurring on our board of directors may
be filled by the affirmative vote of a majority of the remaining directors. Holders of our common stock do not have preemptive rights
to purchase shares in any future issuance of our common stock. In the event of our liquidation, dissolution or winding up, holders of
our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.
Holders
of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, and
do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled to vote can elect
all directors standing for election. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders
of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors
out of funds legally available for dividend payments. All outstanding shares of our common stock are fully paid and nonassessable, and
any shares of our common stock to be sold pursuant to this prospectus will be fully paid and nonassessable. The holders of common stock
have no preferences or rights of conversion, exchange, pre-emption, or other subscription rights. There are no redemption or sinking
fund provisions applicable to our common stock. In the event of any liquidation, dissolution or winding-up of our affairs, holders of
our common stock will be entitled to share ratably in our assets that are remaining after payment or provision for payment of all of
our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.
Our
common stock is listed on the NYSE American (“NYSE American”) under the symbol “TPET.”
The
transfer agent and registrar for our common stock is VStock Transfer, LLC.
Preferred
Stock
Our
articles of incorporation empowers our board of directors, without action by our shareholders, to issue up to 10,000,000 shares of blank
check preferred stock from time to time in one or more series, which preferred stock may be offered by this prospectus and supplements
thereto. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting
rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. As
of August 26, 2024, there were no shares of preferred stock designated, issued, or outstanding.
We
will fix the rights, preferences, privileges, and restrictions of the preferred stock of each series in the certificate of designation
relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate
by reference from a current report on Form 8-K that we file with the SEC, the form of any certificate of designation that describes the
terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description
will include any or all of the following, as required:
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the
title and stated value; |
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the
number of shares we are offering; |
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the
liquidation preference per share; |
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the
purchase price; |
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the
dividend rate, period and payment date and method of calculation for dividends; |
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
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any
contractual limitations on our ability to declare, set aside or pay any dividends; |
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the
procedures for any auction and remarketing, if any; |
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the
provisions for a sinking fund, if any; |
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the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase
rights; |
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any
listing of the preferred stock on any securities exchange or market; |
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period; |
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated,
and the exchange period; |
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voting
rights, if any, of the preferred stock; |
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preemptive
rights, if any; |
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restrictions
on transfer, sale or other assignment, if any; |
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a
discussion of any material or special United States federal income tax considerations applicable to the preferred stock; |
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; |
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any
limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock
as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
If
we issue shares of preferred stock under this prospectus, after receipt of payment therefor, the shares will be fully paid and non-assessable.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed to delay or prevent
a change in control of our Company or make removal of management more difficult. Additionally, the issuance of preferred stock could
have the effect of decreasing the market price of our common stock.
Warrants
We
may issue warrants to purchase our securities or other rights, including rights to receive payment in cash or securities based on the
value, rate, or price of one or more specified commodities, currencies, securities, or indices, or any combination of the foregoing.
Warrants may be issued independently or together with any other securities that may be sold by us pursuant to this prospectus or any
combination of the foregoing and may be attached to, or separate from, such securities. To the extent warrants that we issue are to be
publicly-traded, each series of such warrants will be issued under a separate warrant agreement to be entered into between us and a warrant
agent.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement relating
to any warrants that we may offer will contain the specific terms of the warrants and a description of the material provisions of the
applicable warrant agreement, if any. These terms may include the following:
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the
title of the warrants; |
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the
price or prices at which the warrants will be issued; |
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The
designation, amount, and terms of the securities or other rights for which the warrants are exercisable; |
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the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued
with each other security; |
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the
aggregate number of warrants; |
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of
the warrants; |
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the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased; |
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if
applicable, the date on and after which the warrants and the securities or other rights purchasable upon exercise of the warrants
will be separately transferable; |
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a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants; |
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the
date on which the right to exercise the warrants will commence, and the date on which the right will expire; |
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the
maximum or minimum number of warrants that may be exercised at any time; |
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information
with respect to book-entry procedures, if any; and |
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any
other terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants. |
Exercise
of Warrants. Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the exercise
price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of
business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement.
After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in
the manner described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs
the warrant certificate at the corporate trust office of the warrant agent, if any, or any other office indicated in the prospectus supplement,
we will, as soon as possible, forward the securities or other rights that the warrant holder has purchased. If the warrant holder exercises
less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.
Subscription
Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving the rights.
In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or
other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after
such rights offering. In connection with a rights offering to holders of our capital stock a prospectus supplement will be distributed
to such holders on the record date for receiving rights in the rights offering set by us.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, forms of the subscription rights, standby underwriting agreement or other agreements, if
any. The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including,
among other matters:
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the
date of determining the security holders entitled to the rights distribution; |
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the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights; |
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the
exercise price; |
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the
conditions to completion of the rights offering; |
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the
date on which the right to exercise the rights will commence and the date on which the rights will expire; and |
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any
applicable federal income tax considerations. |
Each
right would entitle the holder of the rights to purchase the principal amount of securities at the exercise price set forth in the applicable
prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided
in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the
rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as described in the applicable prospectus supplement.
Debt
Securities
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds, and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt, or subordinated
debt securities. We may also issue convertible debt securities. Debt securities may be issued under an indenture (which we refer to herein
as an Indenture), which are contracts entered into between us and a trustee to be named therein. The Indenture has been filed as an exhibit
to the registration statement of which this prospectus forms a part. We may issue debt securities and incur additional indebtedness other
than through the offering of debt securities pursuant to this prospectus. It is likely that convertible debt securities will not be issued
under an Indenture.
The
debt securities may be fully and unconditionally guaranteed on a secured or unsecured senior or subordinated basis by one or more guarantors,
if any. The obligations of any guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting
a fraudulent conveyance under applicable law. In the event that any series of debt securities will be subordinated to other indebtedness
that we have outstanding or may incur, the terms of the subordination will be set forth in the prospectus supplement relating to the
subordinated debt securities.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount.
Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the
holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together
with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture
and will be equal in ranking.
Should
an Indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets
to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company
or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal and interest
prior to payments on the unsecured indebtedness issued under an Indenture.
Each
prospectus supplement will describe the terms relating to the specific series of debt securities. These terms will include some or all
of the following:
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the
title of debt securities and whether the debt securities are senior or subordinated; |
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any
limit on the aggregate principal amount of debt securities of such series; |
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the
percentage of the principal amount at which the debt securities of any series will be issued; |
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the
ability to issue additional debt securities of the same series; |
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the
purchase price for the debt securities and the denominations of the debt securities; |
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the
specific designation of the series of debt securities being offered; |
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the
maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate or rates
at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method by which such
rate shall be determined; |
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the
basis for calculating interest; |
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the
date or dates from which any interest will accrue or the method by which such date or dates will be determined; |
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the
duration of any deferral period, including the period during which interest payment periods may be extended; |
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whether
the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference
to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner
of determining the amount of such payments; |
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the
dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest
payable on any interest payment date; |
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the
place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities
may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered
to or upon us pursuant to the applicable Indenture; |
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the
rate or rates of amortization of the debt securities; |
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any
terms for the attachment to the debt securities of warrants, options or other rights to purchase or sell our securities; |
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if
the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms and provisions
of such collateral security, pledge or other agreements; |
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if
we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in
part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions; |
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our
obligation or discretion, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through
an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or
prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the
other terms and conditions of such obligation; |
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the
terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities; |
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the
period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series
may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which any election by
us to redeem the debt securities shall be evidenced; |
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any
restriction or condition on the transferability of the debt securities of a particular series; |
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the
portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration
of the maturity of the debt securities in connection with any event of default; |
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the
currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest will
or may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities will
be denominated; |
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provisions,
if any, granting special rights to holders of the debt securities upon the occurrence of specified events; |
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any
deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series of
debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable Indenture; |
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any
limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions; |
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the
application, if any, of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms are described
below) to the debt securities; |
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what
subordination provisions will apply to the debt securities; |
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the
terms, if any, upon which the holders may convert or exchange the debt securities into or for our securities or property; |
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whether
we are issuing the debt securities in whole or in part in global form; |
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any
change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable
because of an event of default; |
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the
depositary for global or certificated debt securities, if any; |
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any
material federal income tax consequences applicable to the debt securities, including any debt securities denominated and made payable,
as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies; |
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any
right we may have to satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures; |
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the
names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect
to the debt securities; |
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to
whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on the
record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security
will be paid; |
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if
the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other
than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions
upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined); |
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the
portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity of
the debt securities pursuant to the applicable Indenture; |
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if
the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one or
more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of
any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other than
the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be determined); and |
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any
other specific terms of the debt securities, including any modifications to the events of default under the debt securities and any
other terms which may be required by or advisable under applicable laws or regulations. |
Unless
otherwise specified in the applicable prospectus supplement, we do not anticipate the debt securities will be listed on any securities
exchange. Holders of the debt securities may present registered debt securities for exchange or transfer in the manner described in the
applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other
than any tax or other governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified
in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below
the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement
any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest
payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors.
Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment
date, that are greater or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on
such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information
as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices
or other factors to which the amount payable on that date relates and certain additional tax considerations.
Units
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the
unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any,
will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from a current report that we file with the SEC, the form of unit and the form of each unit
agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable
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title of the series of units; |
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identification
and description of the separate constituent securities comprising the units; |
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the
price or prices at which the units will be issued; |
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
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a
discussion of certain United States federal income tax considerations applicable to the units; and |
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any
other material terms of the units and their constituent securities. |
FORMS
OF SECURITIES
Each
security may be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Certificated securities in definitive form and global securities will be issued in registered
form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities
or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the
trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the
debt securities, warrants or units represented by these global securities. The depositary maintains a computerized system that will reflect
each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank,
trust company or other representative, as we explain more fully below.
LEGAL
MATTERS
Ellenoff
Grossman & Schole LLP, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities
Act, and as such, will pass upon the validity of the securities offered hereby. If legal matters in connection with offerings made by
this prospectus are passed on by counsel for the underwriters, dealers or agents, if any, that counsel will be named in the applicable
prospectus supplement.
EXPERTS
The
financial statements of the Company, as of and for the years ended October 31, 2023 and 2022 have been incorporated by reference in the
registration statement in reliance upon the report of Bush & Associates CPA LLC, independent registered public accounting firm, and
upon the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarterly, and periodic reports, proxy statements, and other information with the Securities and Exchange Commission using
the Commission’s EDGAR system. The Commission maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the Commission. The address of such site is http//www.sec.gov.
We
also maintain a website at www.trio-petroleum.com, through which you may access these materials free of charge as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or accessed through our website
is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference herein is considered to be part of
this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below (except the information contained in such documents to the extent “furnished” and
not “filed”) and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (except
the information contained in such documents to the extent “furnished” and not “filed”):
| ● | our
Annual Report on Form 10-K for the fiscal year ended October 31, 2023 filed with the SEC
on January 29, 2024, and as amended by Amendment No. 1 on Form 10-K/A filed with the SEC
on June 13, 2024; |
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| ● | our
Quarterly Reports on Form 10-Q for the fiscal quarter ended January 31, 2024 filed with the
SEC on March 18, 2024 and for the second fiscal quarter ended April 30, 2024 filed with the
SEC on June 14, 2024; |
| | | |
| ● | our
Current Reports on Form 8-K as filed with the SEC on December
12, 2023, January
2, 2024, January
5, 2024, February
5, 2024, March
1, 2024, April
1, 2024, April
8, 2024/April 8, 2024 (two filings); April 17, 2024; April 19, 2024; April 25, 2024; May 7, 2024; May 14, 2024; June 21, 2024;
June 28, 2024; July 15, 2024; August 5, 2024; August 8, 2024 and August 16, 2024; and |
| | | |
| ● | the
Description of our Form 8-A as filed with the SEC on March 14, 2023 and in Exhibit 4.2 to
our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 filed with SEC
on January 29, 2024, and as amended by Amendment No. 1 on Form 10-K/A filed with the SEC
on June 13, 2024. |
We
will provide without charge upon written or oral request a copy of any or all of the documents that are incorporated by reference herein
into this prospectus, other than exhibits which are specifically incorporated by reference herein into such documents. Requests should
be directed to Trio Petroleum Corp. 5401 Business Park South, Suite 115, Bakersfield, CA 93309. Our telephone number is (661)
324-3911.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein into this prospectus shall be deemed
to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus (or in any
document incorporated by reference herein therein) or in any other subsequently filed document that is or is deemed to be incorporated
by reference herein into this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this prospectus.
TRIO
PETROLEUM CORP.
Up
to $4,800,000 of Shares of Common Stock
PROSPECTUS
SUPPLEMENT
Spartan
Capital Securities, LLC
September
27, 2024
Trio Petroleum (AMEX:TPET)
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