Tue, Apr 15, 9:32 PM (14 days ago)
**Summary of the provided text:** **Company Overview:** Trio Petroleum Corp. (TPET) is a California-based oil and gas exploration and development company. It was incorporated on July 19, 2021, under the laws of Delaware. The company's principal executive offices are located in Bakersfield, California, with operations in Monterey County, California, and Uintah County, Utah. **Financial Performance:** For the year ended October 31, 2024, TPET generated revenues of $213,204, reported a net loss of $9,626,797, and had cash flows used in operating activities of $3,840,744. The company has an accumulated deficit of $20,073,679 as of October 31, 2024. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Strategic Overview:** TPET was formed to acquire an approximate 82.75% working interest (subsequently increased to 85.775%) in the South Salinas Project from Trio Petroleum LLC. The company holds an approximate 68.62% interest after the application of royalties in the South Salinas Project. TPET has also acquired interests in the McCool Ranch Oil Field in Monterey County, California, and the Asphalt Ridge Project in Uintah County, Utah. **Future Outlook:** TPET has reasonable expectations that the South Salinas Project will prove to have reserves approximately as estimated, that the company will have adequate funding to develop the reserves, and that there will exist the legal right to develop the company’s reserves in the project. The company plans to leverage the relationships and experience of its management team in private and public equity fundraising to raise capital for the company, if and as needed. **Risk Factors:** TPET faces several risk factors, including operating losses, difficulties in obtaining necessary permits, vulnerability to any inability to engage one or more drilling rigs and associated drilling personnel, conflicts of interest in negotiations with related parties, operating in a highly capital-intensive industry, substantial uncertainties in estimating the characteristics of its assets, the drilling of wells being speculative, being an exploration stage entity, seismic studies not guaranteeing the presence of oil or gas, potential lack of availability of, or cost of, drilling rigs, equipment, supplies, personnel, and crude oil field services, the business plan requiring substantial additional capital, a substantial or extended decline in global and/or local oil and/or natural gas prices, the inability to replace petroleum reserves, the inability to access appropriate equipment and infrastructure in a timely manner, being subject to drilling and other operational environmental hazards, the development schedule of oil and natural gas projects being subject to delays and cost overruns, participants in the oil and gas industry being subject to numerous laws that can affect the cost, manner or feasibility of doing business, being subject to numerous environmental, health and safety regulations which may result in material liabilities and costs, the operations being dependent on sources of electricity and/or natural gas that may be unreliable or costly, the expectation of continued and increasing attention to climate change and energy transition issues and associated regulations to constrain and impede the oil/gas industry, the potential to incur substantial losses and become subject to liability claims as a result of future oil and natural gas operations, for which the company may not have adequate insurance coverage, the potential to be subject to risks in connection with acquisitions and the integration of significant acquisitions may be difficult, the requirements of being a public company may strain the company’s resources, result in more litigation and divert management’s attention, being subject to the examination of the company’s tax returns and other tax matters by the U.S. Internal Revenue Service, states in which the company conducts business, and other tax authorities, and the amended and restated certificate of incorporation providing that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between the company and its stockholders. **Financial Condition:** TPET has a working capital deficit of $2,025,480 as of October 31, 2024. The company has been funding operations through proceeds from the issuance of common stock, financing through certain investors, the consummation of its IPO in April 2023, and convertible note financing under two tranches in October 2023 and December 2023. The company has also received funds from an unsecured promissory note from its former CEO, a promissory note with an investor in March 2024, convertible debt financing with two investors in April 2024 and June 2024, additional financing secured after the end of the period in August 2024 for gross proceeds in the aggregate amount of $359,000 from two unsecured promissory notes, and proceeds of approximately $1,174,000 in connection with an "at-the-market" agreement entered into in September 2024. **Market Position Changes:** TPET's common stock began trading on the NYSE American exchange in April 2023, as a result of the company's consummation of an initial public offering of its shares of common stock. The company's common stock is currently listed on the NYSE American under the symbol "TPET." There can be no assurance an active and liquid trading market in the company's common stock will continue. There is no guarantee that the company will be able to maintain such listing for any period of time by perpetually satisfying the NYSE American's continued listing requirements. The company's failure to continue to meet these requirements may result in its common stock being delisted from the NYSE American.