UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported on the Current Report on Form 8-K filed by Trio Petroleum Corp., a Delaware corporation (the “Company”) with the Securities and Exchange Commission on April 10, 2025, as of April 4, 2025, the Company entered into an Asset Purchase Agreement (the “APA”) with Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of the Company (the “Buyer” or “Trio Canada”), and Novacor Exploration Ltd., a corporation incorporated under the Canada Business Corporations Act (the “Seller”), pursuant to which the Buyer agreed to acquire certain assets of Seller relating to Seller’s oil and gas business, including certain contracts, leases and permits for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada (the “Transaction”) for a total purchase price of (i) US$650,000, in cash and (ii) the issuance to the Seller of 526,536 restricted shares of common stock, par value US$0.0001 per share, of the Company (the “Shares”).
The first closing of the Transaction was consummated on April 8, 2025 (the “First Closing”). At the First Closing, title to the TWP48 Assets (as such term is defined in the APA) was delivered to the Buyer, and the Buyer delivered to the Seller (i) US$260,000, in cash, reflecting the US$325,000 payable for the TWP48 Assets, less a US$65,000 deposit previously paid by the Buyer to the Seller and (ii) the Shares.
On May 21, 2025, the second closing of the Transaction was consummated (the “Second Closing” and collectively with the First Closing, the “Closings”). At the Second Closing, title to the TWP47 Assets (as such term is defined in the APA, and collectively with the TWP48 Assets, the “Assets”) was delivered to the Buyer, and the Buyer delivered to the Seller US$325,000, in cash, reflecting the US$325,000 payable for the TWP47 Assets.
After the Closings, with respect to the Assets, the Seller will act as the on-site operator of the Assets and perform all work and services as provided in the APA.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May, 20, 2025, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated Bylaws reducing the number of shares of stock required to be present, in person or by proxy, to constitute a quorum for the holding of meetings of stockholders, from a majority of the voting power of the stock issued and outstanding and entitled to vote at such meeting to 1/3 of the voting power of the stock issued and outstanding and entitled to vote at such meeting.
A copy of the Amendment to Amended and Restated Bylaws of Trio Petroleum Corp. is filed hereto as Exhibit 3.1.
Item 7.01 Regulation FD
On May 22, 2025, the Company issued a press release announcing the Second Closing of the Transaction, as of May 21, 2025, in connection with the Transaction. A copy of such press release is furnished hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Bylaws of Trio Petroleum Corp. | |
| 99.1 | Press release, dated May 21, 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 21, 2025 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |