TPET 10-K & 10-Q changes, risk factors and insider trading

For the year ended October 31, 2025, we generated revenues of $398,734, reported a net loss of $7,282,133 and cash flows used in operating activities of $2,604,749. For the year ended October 31, 2024, we generated revenues of $213,204, reported a net loss of $9,626,797 $9,626,797, and cash flows used in operating activities of $3,840,744. 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. As of October 31, 2024,2025, we had an accumulated deficit of $20,073,679. $27,355,812. Our management has concluded that our accumulated deficit and nolimited source of revenue sufficient to cover our cost of operation as well as our dependence on private equity and other financings 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, 20242025 and 2023.2024.

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Ability toOperations-Going ContinueConcern as a Going Concern.Considerations.”

We have been an exploration stage entity and will continue to be so until we generate material and recurring revenue. Exploration stage entities face substantial business risks and may suffer significant losses. We have generated substantial net losses and negative cash flows from operating activities since our inception and expect to continue to incur substantial net losses as we continue our exploration and appraisal program. We face challenges and uncertainties in financial planning as a result of the unavailability of historical data and uncertainties regarding the nature, scope and results of our future activities. We will need to develop additional business relationships, establish additional operating procedures, hire additional staff, and take other measures necessary to conduct our intended business activities. We may not be successful in implementing our business strategies or in completing the development of the facilities necessary to conduct our business as planned. In the event that one or more of our drilling programs is not completed, is delayed or terminated, our operating results will be adversely affected and our operations will differ materially from the activities described in this Annual Report. There are uncertainties surrounding our future business operations that must be navigated if we transition from an exploration stage entity and commence generating material and recurring revenues, some of which may cause a material adverse effect on our results of operations and financial condition.

Our business and results of operations may be materially adversely effectedaffected by inflationary pressures.

Our share price has been extremely volatile in the past and may continue to be so in the future. Since our IPO, our common stock has traded at prices ranging from $60.00 and $1.12$0.74 (on a post-reverse stock split basis). The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. This is particularly applicable to small-capitalized companies with relatively smaller public floats like us. As a resultrelatively ofsmall-capitalization thiscompany with a relatively small public float, we may experience greater stock price volatility, investors may not be able to sell their common stock at or above theextreme price paidrun-ups, forlower suchtrading shares.volume Theand marketless priceliquidity forthan large-capitalization companies. In particular, our common stock may be influenced by many factors, including, but not limitedsubject to: rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

We do not plan to declare dividends on shares of our common stock in the foreseeable future. Consequently, theyour only opportunity to achieve achieve a return on anyour investment in us will be if the market price of our common stock appreciates, which may not occur, and ouryou sell your shares are sold at a profit. There is no guarantee that the price of our common stock that will prevail in the market will ever exceed the price that anyou investor pays for our common stock.pay.

The following discussion and analysis of the results of operations and financial condition of Trio Petroleum Corp.Corp as of and for the years ended October 31, 20242025 and 20232024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. See “Item 7. Cautionary Statement Regarding Forward-Looking Information” below. Actual results could differ materially because of the factors discussed in “Item 1A. Risk Factors” elsewhere in this Annual Report, and other factors that we may not know.

Throughout this report, the terms “our,” “we,” “us,” “TPET” and the “Company” refer to Trio Petroleum Corp.Corp

We are a California-based oil and gas exploration and development company headquartered in Bakersfield,Malibu, California, with our principal executive offices located at 540123823 BusinessMalibu Park South,Road, Suite 115,304, Bakersfield,Malibu, California 93309,90265, with operations in Monterey County, California, and Uintah County, Utah Utah.and Lloydminster, Saskatchewan.

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 the proceeds from these operations in June 2024. During the period ended April 30, 2025, we began generating revenue from our newly acquired properties in Saskatchewan, Canada.

We were formed to initially acquire an approximate 82.75% working interest (which was subsequently increased to an approximate 85.775% working working interest) from Trio Petroleum LLC (“Trio LLC”) in the large, approximately 9,300-acre South Salinas Project that is located located in Monterey County, California, and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets. We hold 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%3.9% working interest in the South Salinas Project. We and Trio LLC are separate and distinct companies. The remaining working interests are owned by two unrelated parties.

Efforts to obtain from Monterey County conditional use permits and a full field development permit for the South Salinas Project are progressing. Efforts to obtain from the California Geologic Energy Management Division (“CalGEM”) and from the California Water Boards a permit for a water disposal project at the South Salinas Project are also 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. Oil production from this well has occurred with a generally favorable oil-water ratio and the Company expects,is in December 2024, or the first calendar quarter of 2025, to takesassessing steps to attempt to increase the well’s gross production rate, 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 occurred in the third calendar quarter of 2024 2024.but is currently idled as we further discussions with local oil and gas companies to joint venture the project.

The accompanying condensed consolidated financial statements have been prepared in accordance with accountingU.S. principles generally accepted in the United States of AmericaGAAP on a going concern basis, which contemplates assumes the realization of assets and the satisfactionsettlement of liabilities in the normal course of business. Accordingly, theThese financial statements do not include any adjustments relatingthat might result from the outcome of this uncertainty. Additional information is provided in Note 3 to the recoverability of assets andcondensed classification of liabilities that might be necessary should we be unable to continue as a going concern. Theconsolidated financial statements included in this report also include a going concern footnote (see Note 3).statements.

There have been no other material changes to the risk factors set forth in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended October 31, 2025, which was filed with the SEC on January 20, 2026 (“2025 Annual Report”). Our business involves significant risks. You should carefully consider the risks and uncertainties described in our 2025 Annual Report, together with all of the other information in our 2025 Annual Report and in this Quarterly Report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our 2025 Annual Report.

You should read the following discussion and analysis of financial condition and operating results together with our unaudited condensed consolidated consolidated financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our Form 10-K for the year ended October 31, 2025, filed with the SEC on January 20, 2026 (the “our Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those in this Quarterly Report on Form 10-Q, as well as the risk factors set forth in the section titled “Risk Factors” included in our Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.

Throughout this report, unless the context requires otherwise, the terms (i) “our,” “we,” “us,” and the “Company” refer to Trio Petroleum Corp.Corp and (ii) “common stock” refers to our common stock, par value $0.0001 per share.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “aim”, “goal”, “will,” or “would” or the negative of these terms or other similar expressions,expressions pertaining to the future, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” in the Form 10-K and elsewhere in this Quarterly Report.Report and our other filings with the Securities and Exchange Commission. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not planundertake to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report,herein, whether as a result of any new information, future events or otherwise.

We are a California-basedan oil and gas exploration and development company headquartered in Boca Raton, Florida, with operations in Monterey County, California, Uintah County, Utah, and the Lloydminster region of Saskatchewan, Canada, and the County of Vermilion River, Alberta, Canada. Our strategy continues to focus on acquiring and developing assets that provide near-term production, long-term development potential, and opportunities for value creation through targeted operational investment.

We began generating revenues in fiscal 2024 following the restart of production at the McCool Ranch Oil Field and expanded our revenue base in fiscal 2025 through the acquisition of producing heavy-oil assets in Saskatchewan. During the sixnine months ended AprilJuly 30,31, 2026, our operational activity continued to center on our Canadian properties, which represent our most significant near-term growth opportunity. We are progressing workover and optimization programs on the assets acquired from Novacor in April 2025 and December 2025, as well as the assets acquired from Capital Land in November 2025.

In January 2026, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), permittingunder the initial sale of up to $3,600,000 of common stock from time to time at our discretion. During the six months ended April 30, 2026,which we sold an aggregate of 28,013,0073,860,043 shares of common stock underduring the ATMnine programmonths ended July 31, 2026 for total gross proceeds of $24,207,304. As of April 14, 2026, our public float exceeded $75 million and we are no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. On May 6, 2026, we filed Amendment No. 10 to the prospectus supplement to reflect the removal of the I.B.6 sales limitations, and the aggregate amount of shares available for sale under the ATM Agreement is $65,000,000.$26,994,847. These proceeds and the expanded ATM capacity provide significant financial flexibility to support support our development plans, including ongoing work in Canada and continued advancement of permitting and strategic initiatives at South Salinas. See “Recent Developments - Ladenburg ATM Agreement” below.

During the second quarter of fiscal 2026, we filed a series of amendments to the prospectus supplement to update the number of shares eligible for sale under General Instruction I.B.6 of Form S-3. These amendments, filed on March 3, 2026, March 4, 2026, March 5, 2026, March 10, 2026, March 30, 2026, April 6, 2026, April 7, 2026, April 8, 2026, and April 10, 2026, progressively increased the maximum aggregate offering amount available under the ATM program to $24,208,000 as of April 10, 2026. During the sixnine months ended AprilJuly 30,31, 2026, we sold an aggregate of 28,013,0073,860,043 shares of common stock under the ATM Agreement for total gross proceeds of $24,207,304,$26,994,847, with allthe suchmost salesrecent completedsale on orJuly before April 13,8, 2026.

As of April 14, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates exceeded $75 million, calculated using the closing price of our common stock on March 3, 2026 (within the 60-day measurement period permitted under General Instruction I.B.6 of Form S-3). As a result, we are no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. On May 6, 2026, we filed Amendment No. 10 to the prospectus supplement to reflect the removal of the I.B.6 sales limitations. Following the filing of Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement iswas $65,000,000, and the maximum aggregate offering amount was increased to $89,208,000 (inclusive of shares previously sold).

SubsequentManagement to April 30, 2026 and through the date of this filing, we sold an additional 6,159,229 shares of common stock for aggregate gross proceeds of $2,557,841. Management believes the expanded ATM capacity provides a significant opportunity to accelerate the expansion of the Company’s oil and gas assets in both Canada and the U.S., as we seek to acquire assets generating more significant cash flow with high-impact growth potential.

On August 20, 2025, we, through our wholly owned subsidiary Trio Canada, entered into an Asset Purchase Agreement (“APA”) with Capital Land Services Ltd. (“Capital Land”). Pursuant to the APA, Trio Canada agreed to acquire certain mineral leasehold interests and related rights located in the County of Vermilion of River, Alberta, Canada, together with associated contracts, permits, and registrations (collectively, the “Assets”). The total purchase price consists of CAD $150,000 in cash and the issuance of restricted shares of our common stock having an aggregate value of CAD $150,000.

On December 30, 2025, we, through our wholly owned subsidiary Trio Canada, entered into an Asset Purchase Agreement with Novacor Exploration Ltd. (“Novacor”) to acquire certain oil and gas assets located in the Lloydminster, Saskatchewan heavy oil region of Canada (the “Novacor Acquisition”).Canada. The acquired assets include working interests in petroleum and natural gas leases, mineral rights, wells, surface rights, and related contracts, leases, and permits. Trio Canada also assumed certain specified liabilities of Novacor associated with the acquired assets.

The contractual purchase price was CAD $1,000,000 (approximatelyUS US$730,300 based on the exchange rate on the agreement date$730,300), payable through the issuance of 912,875101,431 restricted shares of our common stock. The Novacor Acquisition closed simultaneously with the execution of the Asset Purchase Agreement on December 30, 2025. At closing, title to the acquired assets was transferred to Trio Canada, and we issued the 912,875101,431 restricted shares of common stock to Novacor.

In accordance with ASC 820, we measured the equity consideration at its fair value of $748,649 based on the closing price of our common stock on the December 30, 2025 acquisition date. The difference between this GAAP fair value and the contractual CAD $1,000,000 (US$730,300US $730,300) value reflects changes in our stock price between the agreement date and the closing date. See Note 5 – Oil and Natural Gas Properties to the unaudited condensed consolidated financial statements.

Although the Novacor Acquisition closed on December 30, 2025, the Asset Purchase Agreement provides for an Accounting Adjustment Date, or effective date, of April 1, 2026, as of which the revenues and expenses attributable to the acquired assets are apportioned between the parties. Novacor remains entitled to the revenues, and responsible for the expenses, from the ownership and operation of the acquired assets for periods prior to April 1, 2026, and the Company becomes entitled to such revenues, and responsible for such expenses, only from and after that date. Consistent with this arrangement, Novacor continues to act as the on-site operator of the assets following closing, as described above. Accordingly, the Company’s results of operations for the three and sixnine months ended AprilJuly 30,31, 2026 reflect revenue from from these assets only to the extent that production on or after April 1, 2026 was sold during the period. Consistent with the Company’s revenue recognition policy under ASC 606, such revenue is recognized when control of the produced volumes transfers to the customer.

In connection with the closing, on December 30, 2025, we entered into a Registration Rights Agreement with Novacor (the “Registration Rights Agreement”) providing Novacor with “piggyback” registration rights with respect to the 912,875 101,431 shares of common stock issued to Novacor (the “Registrable Securities”), subject to customary limitations and restrictions, requiring us to file a resale registration statement covering the Registrable Securities on or before March 31, 2026 if if the Registrable Securities were not included in a piggyback registration statement filed by that date. On April 3, 2026, we filed a Registration Statement on Form S-3 (File No. 333-294870) registering the resale of the Registrable Securities together with 446,149 49,572 shares previously issued to McDermott Will & Schulte LLP in the March 2026 settlement of legal fees described in Note 9 – Stockholders’ Equity to the unaudited condensed consolidated financial statements. The Registration Statement was declared effective on April 13, 2026. We have agreed to pay all fees relating to the registration of the Registrable Securities, other than broker or similar commissions payable by a holder.

Our stockholders also approved an amendment to our 2022 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,500,000388,889 shares, from 2,952,383328,043 shares to 6,452,383716,932 shares. In addition, our stockholders elected Robin Ross as a Class III director for a three-year term and ratified the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the fiscal year ending October 31, 2026.

On June 2, 2026, the Compensation Committee of our Board of Directors approved certain compensation actions for our executive officers and non-employee directors, including changes to our Chief Executive Officer’s compensation, one-time restricted share grants under our 2022 Equity Incentive Plan, and an increase in non-employee director cash compensation. With respect to our Chief Executive Officer, the Compensation Committee approved (i) an increase in his annual base salary from $400,000 to $600,000, effective June 1, 2026; (ii) an increase in his maximum annual discretionary cash bonus from 100% to 200% of his annual base salary actually received in the applicable year; (iii) a one-time restricted share grant of 1,500,000166,667 shares of our common stock, vesting upon issuance; and (iv) a cash bonus of $300,000, payable onwhich Augustwas 1,accrued 2026.as of July 31, 2026 and remained unpaid as of the date of this report. With respect to our Chief Financial Officer, the Compensation Committee approved a one-time restricted share grant of 200,00022,222 shares of our common stock, vesting upon issuance; no changes were made to his base salary or bonus arrangements. TheSeparately, Compensationeffective July 1, 2026, the Company and its Chief Financial Officer amended his Committeeindependent alsocontractor approved one-time restricted share grantsagreement to our non-employee directors, vesting upon issuance, totaling 1,600,000 shares, and a 15% increase inhis annualmonthly cash compensation for non-employee directors, increasing the annual retainerfee from $50,000$15,000 to $57,500$17,000. and committeeNo serviceother compensation from $10,000 to $11,500 per committee. The restricted share grants described above, totaling 3,300,000 shares,changes were made underto our 2022 Equity Incentive Plan and vest upon issuance. Because these awards vest upon issuance, we expect to recognize a significant stock-basedhis compensation charge, measured at the grant-date fair value in accordance with ASC 718, during the third quarter of fiscal 2026.arrangements.

We continue to incur operating losses and have not yet generated sufficient revenues to support our operations. As of AprilJuly 30,31, 2026, we had an accumulated deficit of $29,735,797$31,602,327 and a working capital of $21,459,026.$23,477,554. For the three and sixnine months ended AprilJuly 30,31, 2026, we incurred net losses of $1,367,356$1,971,426 and $2,379,985, $4,246,515, respectively, and used $2,154,161$2,550,968 of cash in operating activities. Our auditors, in their report accompanying our audited financial statements as of October 31, 2025, provided that our financial situation raised substantial doubt about our ability to continue as a going concern. Pursuant to the sale of an aggregate of 3,860,043 shares of common stock under the ATM Agreement and as a result of our having raised gross proceeds of $26,994,847 during the nine months ended July 31, 2026, management no longer believes that there is a substantial doubt about our ability to continue as a going concern.concern As a result of our having raised gross proceeds of $24,207,304, during the six months ended April 30, 2026, pursuant to the sale of an aggregate of 28,013,007 shares of common stock under the ATM Agreement, management no longer believes that there is a substantial doubt about our ability to continue as a going concern following the issuance of the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Since inception, we have funded our operations primarily through equity and debt financings, including proceeds from common stock issuances, our April 2023 initial public offering, multiple convertible note financings, promissory notes, and sales under ATM offering programs. During the sixnine months ended AprilJuly 30,31, 2026, we sold an aggregate of 28,013,0073,860,043 shares of common stock under the ATM program for total gross proceeds of $24,207,304. Subsequent to April 30, 2026 and through the date of issuance of these condensed consolidated financial statements, we raised an additional $2,557,841 in gross proceeds under the ATM program.$26,994,847. On May 6, 2026, we filed Amendment No. 10 to the prospectus supplement reflecting that, based on the Company’s public float having exceeded $75 million as of April 14, 2026, the Company is no longer subject to the sales limitations under General Instruction I.B.6 of Form S-3. Following Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement was is $65,000,000.

These capital raises significantly improved our liquidity position and are expected to be sufficient to fund our operating and capital requirements for at least twelve months from the date of issuance of the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Management evaluated whether these capital raises, together with our operating plans, alleviate the conditions that initially raised substantial doubt about our ability to continue as a going concern. Based on the additional capital raised during and subsequent to the sixnine months ended AprilJuly 30,31, 2026, management concluded that its plans are probable of being effectively implemented and sufficient to address the Company’s liquidity needs for the twelve monthtwelve-month period following issuance. Accordingly, while substantial doubt previously existed, the raising of additional capital under the ATM Agreement and management’s plans have alleviated that substantial doubt as of the date of issuance of the unaudited condensed consolidated consolidated financial statements included in this Quarterly Report on Form 10-Q.

Our unaudited condensed consolidated financial statements continue to be prepared on a going-concern basis and do not include any adjustments to the carrying amounts or classification of assets and liabilities that may result from future developments. Additional information regarding our going-concern assessment is provided in Note 3 – Going Concern and Management’s Liquidity Plans to the unaudited condensed consolidated financial statements, which are included in this Quarterly Report on Form 10-Q.

In connection with our December 2025 acquisition of additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region from Novacor Exploration Ltd., Novacor, we are recognizing revenue from these assets in accordance with applicable accounting standards. The assets assets are already producing and, based on management’s current expectations, are anticipated to materially expand our production levels, levels, providing near-term cash flow and further supporting our strategy of scaling through disciplined, accretive acquisitions.

TheWe believe the significant additional capital (more than $20 million) raised through our ATMat-the-market offering program during 2026 represents a transformational step for theour Company,company, enabling us to accelerate the pursuit of larger, higher impactlarger oil and gas acquisitions over the coming quarters. During the six months ended April 30, 2026, we sold an aggregate of 28,013,007 shares of common stock under the ATM program for total gross proceeds of $24,207,304, with additional proceeds of $2,557,841 raised subsequent to quarter-end. Subsequent to April 30, 2026, on May 6, 2026, we filed Amendment No. 10 to the prospectus supplement under our existing Registration Statement on Form S-3 reflecting that, based on the Company’s public float having exceeded $75 million as of April 14, 2026, the Company is no longer subject to the sales limitations of General Instruction I.B.6 of Form S-3. Following Amendment No. 10, the aggregate amount of shares available for sale under the ATM Agreement is $65,000,000. This expanded capital capacity enhances our ability to target projects in both Canada and the United States in the range of 350 to 1,000 barrels per day, significantly expanding our production profile and long-term growth potential.

Our ability to execute our development plans and grow our business will depend in part on our ability to identify attractive oil and gas assets, use our capital stock as currency for such acquisition and continued access to capital markets and our ability to secure additional financing on acceptable terms.

Three Months Ended AprilJuly 30,31, 2026 compared to the Three Months Ended AprilJuly 30,31, 2025 (unaudited)

Our financial results for the three months ended AprilJuly 30,31, 2026 and 2025 are summarized as follows:

Revenues, net increased for the three months ended April 30,July 31, 2026 bywere approximately $184,986, or 794.9%,$348,581, compared to the$192,395 same period infor the priorthree year.months Revenuesended fromJuly the31, prior2025, periodan increase of $156,186, or 81.2%. Prior-year revenues were from the sale of approximately 5504,000 barrels of oil produced from our recently acquired assets in the Lloydminster, Saskatchewan region, andregion. currentCurrent-period revenues reflect an increase solely from saleswere from the samesale Lloydminster, Saskatchewan region toof approximately 3,3375,400 barrels of oil.oil produced from our Canadian properties, which now include the two wells in the County of Vermilion River, Alberta that commenced production in May 2026.

Cost of goods sold consists primarily of lease operating expenses, including well workover, servicing, repair and maintenance costs, and other field operating and production costs associated with our oil and gas properties. Cost of goods sold increasedfor bythe three $305,058,months orended 3,293.7%,July 31, 2026 was $240,428, compared to $98,489 for the three months ended AprilJuly 30,31, 2026,2025, comparedan increase of $141,939, toor 144.1%. The increase reflects the same period in the prior year, reflecting the substantial expansion of our Canadian operations following the December 2025 Novacor Acquisition and continued well servicing and workover activity across the acquired wells, together with the addition of the two wells in the Lloydminster,County Saskatchewanof regionVermilion followingRiver, ourAlberta recentthat acquisitions.commenced The increase, however, was disproportionate to the increaseproduction in revenues.May During2026. theWe threereported monthsgross ended April 30, 2026, we incurred significant well workover and remediation costs on a numberprofit of wells that produced minimal or no revenue during the period. As a result, we reported a gross loss of $106,063$108,153 for the three months ended AprilJuly 30,31, 2026, compared to gross profit of $14,009 $93,906 in the prior year period.period, Thesean workoverincrease activitiesof are intended to restore$14,247, or enhance production from the affected wells in future periods.15.2%.

We record stock-based compensation expensesexpense for costs associated with options and restricted shares granted in connection with under the Plan, as well as for shares issued as payment for services. Stock-based compensation expense decreased by approximately $74,562, or 64.5%, for the three months ended AprilJuly 30,31, 2026,2026 was $1,254,000, compared to the same$96,762 period in the prior year, due to the amortization of approximately 42,000 more options in the three month period, during the prior year, than infor the three months ended AprilJuly 30,31, 2025, an increase of $1,157,238. The increase is attributable in full to the one-time restricted share grants of 366,667 shares approved by the Compensation Committee under the 2022 Equity Incentive Plan on June 2, 2026. Because those awards vest upon issuance and are not subject to any future service or performance condition, we recognized the entire grant-date fair value of $1,254,000, measured at the $3.42 closing price of our common stock on June 2, 2026, during the quarter.

Other (income) expenses, net was net income of $37,291 $139,273 for the three months ended AprilJuly 30,31, 2026, compared to net expense of $694,773$711,697 in the prior year period, for a favorable change of $732,064. $850,970. The components of this change were as follows.

SixNine Months Ended AprilJuly 30,31, 2026 compared to the SixNine Months Ended AprilJuly 30,31, 2025 (unaudited)

Our financial results for the sixnine months ended AprilJuly 30,31, 2026 and 2025 are summarized as follows:

Revenues, net increased for the sixnine months ended AprilJuly 30,31, 2026 bywere approximately $296,360 as$679,031, compared to the$226,485 prior period. Revenues fromfor the priornine periodmonths ended July 31, 2025, an increase of $452,546, or 199.8%. Prior-year revenues were from the sale of (i) approximately 200 barrels of oil from our McCool Ranch location and (ii) approximately 5504,550 barrels of oil produced from our recently acquired oil and gas assets in the Lloydminster, Lloydminster, Saskatchewan region,region. and currentCurrent-period revenues arewere from the sale of approximately 6,35711,757 barrels of oil produced from our Canadian properties in the Lloydminster, Saskatchewan region and the County of Vermilion River, Alberta, where two wells commenced production in May region.2026.