UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
On October 16, 2023, Trio Petroleum Corp., a Delaware corporation (the “Company”), and Trio Petroleum LLC, a California limited liability company (“Trio LLC”) entered into that certain Agreement for Purchase of an Undivided Interest in the McCool Ranch Oil Field, dated as of October 16, 2023, which was amended by First Amendment to Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field, dated as of November 21, 2023 (the “McCool Agreement”) and also executed a letter dated January 4, 2024 (the “McCool Letter”), with respect to the McCool Agreement, pursuant to which Trio LLC agreed to sell to the Company and the Company agreed to purchase from Trio LLC certain assets in the McCool Ranch Oil Field.
On May 27, 2025, the Company and Trio LLC entered into that certain Mutual Termination Agreement, pursuant to which the McCool Agreement and the McCool Letter were terminated, effective as of May 27, 2025, and any and all rights, duties, and obligations arising under the McCool Agreement and the McCool Letter were terminated. Pursuant to the Mutual Termination Agreement, the Company shall not be entitled to the refund of any amounts paid by it to Trio LLC pursuant to the terms of the McCool Agreement or the McCool Letter.
Item 7.01 Regulation FD
On May 23, 2025, the Company issued a press release announcing its intent to terminate operations, with respect to the McCool Ranch Oilfield. A copy of such press release is furnished hereto as Exhibit 99.1.
The information set forth in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Mutual Termination Agreement, dated May 27, 2025, by and between Trio Petroleum Corp. and Trio Petroleum LLC | |
| 99.1 | Press release, dated May 23, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trio Petroleum Corp. | ||
| Date: May 29, 2025 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |