UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Overview of Leasehold Acquisition and Development Option Agreement and Asset Acquisition
As reported in the Company’s Current Report on Form 8-K, filed with the Commission on January 5, 2024 (the “January 5th Form 8-K), on November 10, 2023, the Company entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”) with Heavy Sweet Oil LLC (“Heavy Sweet”). Pursuant to the Asphalt Ridge Option Agreement, the Company acquired an option to purchase up to a 20% production share in certain leases in a long-developed oil and gas area of eastern Utah, southwest of Vernal, Utah, totaling 960 acres. Heavy Sweet holds the right to such leases below 500 ft depth from surface (the “Asphalt Ridge Leases”) and the Company acquired the option to participate in Heavy Sweet’s initial 960 acre drilling and production program on such Asphalt Ridge Leases (the “Asphalt Ridge Option”).
As also reported in the January 5th Form 8-K, on December 29, 2023, the Company and Heavy Sweet entered into an Amendment to Leasehold Acquisition and Development Agreement (“Amendment”), pursuant to which the Company and Heavy Sweet amended the Asphalt Ridge Option Agreement to provide that, within three (3) business days of the effective date of the Amendment, the Company would fund $200,000 of the $2,000,000 total purchase price in advance of Heavy Sweet satisfying the closing conditions set forth in the Asphalt Ridge Option Agreement, in exchange for the Company receiving an immediate 2% interest in the Asphalt Ridge Leases, which advanced funds would be used solely for the building of roads and related infrastructure in furtherance of the development plan (the “Development Plan”).
As reported in the Company’s Current Report on Form 8-K, filed with the Commission on August 8, 2024, on August 5, 2024, the Company and Heavy Sweet entered into Amendment No. 2 to the Asphalt Ridge Option Agreement (“Amendment No. 2”), pursuant to which the Company and Heavy Sweet extended the expiration date of the option by two months from August 10, 2024 to October 10, 2024.
As reported in the Company’s Current Report on Form 8-K, filed with the Commission on August 8, 2024, on September 26, 2024, the Company and Heavy Sweet entered into Amendment No. 3 to the Asphalt Ridge Option Agreement (“Amendment No. 3”), pursuant to which the Company and Heavy Sweet extended the expiration date of the option by two months from October 10, 2024 to December 10, 2024.
As reported in the Company’s Current Report on Form 8-K, filed with the Commission on February 26, 2025, as of November 20, 2024, the Company and Heavy Sweet entered into Amendment No. 4 to the Asphalt Ridge Option Agreement, pursuant to which the Company and Heavy Sweet extended the expiration date of the option by two months from December 10, 2024 to February 10, 2025.
As also reported in the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2025, as of January 27, 2025, the Company and Heavy Sweet entered into Amendment No. 5 to the Asphalt Ridge Option Agreement, pursuant to which the Company and Heavy Sweet extended the expiration date of the option by two months from February 10, 2025 to April 10, 2025.
Amendment No. 6 to Leasehold Acquisition and Development Option Agreement and Asset Acquisition
As of April 9, 2025, the Company and Heavy Sweet entered into Amendment No. 6 to the Asphalt Ridge Option Agreement (“Amendment No. 6”), pursuant to which the Company and Heavy Sweet extended the expiration date of the option by one month from April 10, 2025 to May 10, 2025.
The above description of Amendment No. 6 is qualified in its entirety by the text of Amendment No. 6, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No.6 to Leasehold Acquisition and Development Option Agreement, dated as of April 9. 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURE
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.
Dated: April 18, 2025
| Trio Petroleum Corp. | ||
| By: | /s/ Robin Ross | |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |