Trio Petroleum Corp. Files S-1/A Amendment

TL;DR

Trio Petroleum Corp. (TPET) filed an S-1/A, updating financials for FY23 and interim periods. Investors check for oil & gas performance.

AI Summary

Trio Petroleum Corp. filed an S-1/A amendment on November 29, 2024, detailing its financial performance for the fiscal year ending October 31, 2023, and interim periods. The company, operating in crude petroleum and natural gas, reported financial data for periods including July 31, 2024, and October 31, 2023, with its principal business address in Bakersfield, CA.

Why It Matters

This filing provides updated financial information for Trio Petroleum Corp., crucial for investors to assess the company's current financial health and operational performance in the oil and gas sector.

Risk Assessment

Risk Level: medium — As a company in the volatile oil and gas sector filing an S-1/A, there's inherent risk related to market fluctuations and the specifics of their operational and financial disclosures.

Key Numbers

• 2023-10-31 — Fiscal Year End (The end date for the reported fiscal year.)
• 2024-07-31 — Interim Period End (End date for interim financial reporting.)
• 2022-10-31 — Prior Fiscal Year End (End date for the previous fiscal year.)

Key Players & Entities

• Trio Petroleum Corp. (company) — Filer of the S-1/A
• 0001493152-24-048157 (filing_id) — Accession number for the filing
• 20241129 (date) — Filing date
• CRUDE PETROLEUM & NATURAL GAS (industry) — Company's Standard Industrial Classification
• 5401 BUSINESS PARK, SUITE 115, BAKERSFIELD, CA 93309 (address) — Company's business and mailing address
• 1031 (date) — Fiscal year end

FAQ

Key Financial Figures

• $5,000,000 — O COMPLETION, DATED NOVEMBER 29, 2024 $5,000,000 TRIO PETROLEUM CORP. 3,846,154 SHAR
• $0.0001 — f shares of our common stock, par value $0.0001 per share (the "Shares") at an assumed
• $1.30 — at an assumed public offering price of $1.30 per share, which was the reported closi
• $0 — be equal to the price per Share, minus $0.0001, and the remaining exercise price
• $431,250 — half percent (7.5%) per share, will be $431,250, and the total proceeds to us, before e
• $5,318,750 — roceeds to us, before expenses, will be $5,318,750. Per Share Per Pre-Funded Warrant T
• $3,800,392 — ted no revenues, reported a net loss of $3,800,392 and cash flows used in operating activi
• $502,144 — h flows used in operating activities of $502,144. For the year ended October 31, 2023, w
• $6,544,426 — ted no revenues, reported a net loss of $6,544,426 and cash flows used in operating activi
• $4,036,834 — h flows used in operating activities of $4,036,834. We began generating revenues in the fi
• $7,926,554 — uly 31, 2024, we reported a net loss of $7,926,554 and cash flows provided by operating ac
• $118,642 — ows provided by operating activities of $118,642. As of October 31, 2023 and July 31, 20
• $10,446,882 — 2024, we had an accumulated deficit of $10,446,882 and $18,373,436, respectively. There is
• $18,373,436 — accumulated deficit of $10,446,882 and $18,373,436, respectively. There is substantial dou
• $200,000 — ption Agreement, the Company would fund $200,000 of the $2,000,000 total purchase price

Filing Documents

• forms-1a.htm (S-1/A) — 3766KB
• ex1-1.htm (EX-1.1) — 274KB
• ex5-1.htm (EX-5.1) — 15KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 26KB
• forms-1_001.jpg (GRAPHIC) — 18KB
• forms-1_002.jpg (GRAPHIC) — 6KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex23-1.jpg (GRAPHIC) — 21KB
• 0001493152-24-048157.txt ( ) — 15647KB
• tpet-20240731.xsd (EX-101.SCH) — 72KB
• tpet-20240731_cal.xml (EX-101.CAL) — 58KB
• tpet-20240731_def.xml (EX-101.DEF) — 462KB
• tpet-20240731_lab.xml (EX-101.LAB) — 572KB
• tpet-20240731_pre.xml (EX-101.PRE) — 514KB
• forms-1a_htm.xml (XML) — 2109KB

RISK FACTORS

RISK FACTORS 20 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 36

USE OF PROCEEDS

USE OF PROCEEDS 37 CAPITALIZATION 38 MARKET FOR OUR COMMON STOCK 40 DIVIDEND POLICY 40

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41

BUSINESS

BUSINESS 54 MANAGEMENT 71 EXECUTIVE AND DIRECTOR COMPENSATION 77 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 87

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 85 DESCRIPTION OF OUR SECURITIES 92

UNDERWRITING

UNDERWRITING 97 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 101 LEGAL MATTERS 111 EXPERTS 111 WHERE YOU CAN FIND MORE INFORMATION 111 INDEX TO FINANCIAL STATEMENTS F-1 This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk Factors" and "Special Note Regarding Forward-Looking Statements." i ABOUT THIS PROSPECTUS The information contained in this prospectus is not complete and may be changed. You should rely only on the information provided in or incorporated by reference in this prospectus, or in a related free writing prospectus, or documents to which we otherwise refer you. We have not authorized anyone else to provide you with different information. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Shares and/or Pre-Funded Warrants offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of Shares and/or Pre-Funded Warrants. Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus and any free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of th

Business

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 the 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

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View this S-1/A filing on SEC EDGAR