SEC Form PRE 14A filed by Trio Petroleum Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TRIO PETROLEUM CORP.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

TRIO PETROLEUM CORP.

23823 Malibu Road

Suite 304

Malibu, CA 90265

Telephone: (661) 324-3911

, 2025

Dear Fellow Stockholders:

On behalf of the board of directors (“Board of Directors”) of Trio Petroleum Corp., I cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Trio Petroleum Corp., which will be held virtually via the internet, commencing at 11:00 a.m. Eastern Time on July 30, 2025. In order to attend the meeting, you must log on to www.virtualshareholdermeeting.com/TPET2025/ and enter the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

To all stockholders of record at the close of business on June 2, 2025, attached to this letter are a Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by phone, electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

TRIO PETROLEUM CORP.

23823 Malibu Road

Suite 304

Malibu, CA 90265

Telephone: (661) 324-3911

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Virtual Meeting Only – No Physical Location

TO BE HELD ON JULY 30, 2025

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Trio Petroleum Corp., a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on July 30, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting, for the following purposes:

These items of business for the Annual Meeting are described in the accompanying Proxy Statement that follows this notice. Holders of record of our Common Stock as of the close of business on June 2, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.

The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on July 30, 2025, at 11:00 a.m. Eastern Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/TPET2025/ and entering the 16-digit control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on and vote during the Annual Meeting on the meeting website. Stockholders of record will not be able to ask questions online during the Annual Meeting. If you would like to submit a question prior to the Annual Meeting, please visit www.ProxyVote.com with your 16-digit control number and use the Questions for Management feature on the site.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on July 30, 2025: The accompanying Proxy Statement, along with Amendment No. 3 to our Annual Report on Form 10-K/A for the fiscal year ended October 31, 2024 (the “2024 Annual Report”), are available at ProxyVote.com.

We will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying Proxy Statement and our 2024 Annual Report via the Internet and how to vote online or by mail with a completed proxy card or by phone. The Notice of Internet Availability of Proxy Materials and the Proxy Statement also contain instructions on how you can receive a paper or electronic copy of the proxy materials. If you elect to receive a paper or electronic copy of our proxy materials, our 2024 Annual Report will be sent to you along with the accompanying Proxy Statement.

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about , 2025.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.

Malibu, CA

, 2025

TABLE OF CONTENTS

TRIO PETROLEUM CORP.

523823 Malibu Road

Suite 304

Malibu, CA 90265

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 30, 2025

This proxy statement (the “Proxy Statement”) and Amendment No. 3 to our Annual Report on Form 10-K/A for the fiscal year ended October 31, 2024 (the “2024 Annual Report”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of Trio Petroleum Corp. (the “Company,” “Corporation,” “Trio,” “TPET,” “we,” “us,” or “our”), in connection with our 2025 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about , 2025.

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

On or about , 2025, we will mail to our stockholders of record at the close of business on June 2, 2025 (“Record Date”) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access proxy materials via the Internet and how to vote online. The proxy materials are available at ProxyVote.com. As a result, you will not receive paper copies of the proxy materials unless you request one. All stockholders are able to access the proxy materials on the website referred to in the Notice and in this Proxy Statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in this Proxy Statement.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

QUESTIONS AND ANSWERS

Why am I receiving these proxy materials?

You are receiving this Proxy Statement and proxy card from the Company because, at the close of business on June 2, 2025, the Record Date, you were a holder of record of shares of common stock of the Company. This Proxy Statement describes the matters that will be presented for your consideration at the Annual Meeting. It also gives you information concerning the matters to assist you in making an informed decision.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:

In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

What does it mean if I receive more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope or via email.

Who is entitled to vote at the Annual Meeting?

Holders of record of shares of our common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 7,522,499 shares of our Common Stock issued and outstanding and entitled to vote. Each share of our Common Stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder (also called a “registered holder”) holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of 1/3 of the voting power of our stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum. On the Record Date, 2,507,500 shares of the Company’s common stock represents a quorum present at the Annual Meeting. If you sign and return your paper proxy card via mail or email, or authorize a proxy to vote electronically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.

Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

What are “broker non-votes”?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

If you do not provide voting instructions to your broker and the broker has indicated that it does not have discretionary authority to vote on a particular proposal, your shares will be considered “broker non-votes” with regard to that matter. Broker non-votes will be considered as represented for purposes of determining a quorum but generally will not be considered as entitled to vote with respect to a particular proposal. Broker non-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but the broker non-vote will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present and entitled to vote.

Under the rules of various national and regional securities exchanges interpretations that govern broker non-votes, Proposal Nos. 1, 2. 3 and 4 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Proposal No. 5 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chair of the Annual Meeting (the “Chair”) or (ii) a majority in voting power of the stockholders entitled to at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

How do I vote my shares without attending the Annual Meeting?

We ask that stockholders vote by proxy even if they plan to attend the Annual Meeting. If you are a stockholder of record, there are three ways to vote by proxy:

Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on July 29, 2025.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

How can I attend and vote at the Annual Meeting?

The Annual Meeting will be conducted virtually via live webcast available at www.virtualshareholdermeeting.com/TPET2025/. You are entitled to participate in the Annual Meeting if you were a stockholder on June 2, 2025, which is the Record Date, or hold a valid proxy for the Annual Meeting.

To be admitted to the Annual Meeting via live webcast, you must enter the 16-digit control number found next to the label “Control Number” on your proxy card. If you do not have your 16-digit control number, you will be able to login as a guest but will not be able to vote your shares or ask questions during the Annual Meeting.

You may begin to log in to the meeting platform beginning at 10:45 a.m., Eastern Time, on July 30, 2025. The Annual Meeting will begin promptly at 11:00 a.m., Eastern Time, on July 30, 2025.

Will I be able to ask questions at the Annual Meeting?

We will not have a segment for stockholder questions during the Annual Meeting. Questions can only be submitted prior to the Annual Meeting until July 29, 2025 at 11:59 p.m. Eastern Time. Questions can be submitted prior to the Annual Meeting by visiting www.ProxyVote.com with your control number and using the Questions for Management feature on the site.

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote your shares of Common Stock FOR each director nominee in Proposal No. 1 and FOR each of Proposal Nos. 2, 3, 4, and 5. In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the votes required to approve each item, and how votes are counted:

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Who will count the votes?

The appointed inspector of election.

Can I revoke or change my vote after I submit my proxy?

Yes. Whether you have voted by phone, Internet, or mail if you are a stockholder of record, you may change your vote and revoke your proxy by:

Your most recent proxy card or Internet proxy is the one that is counted. Your virtual attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote at the Annual Meeting.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

Are there any rights of appraisal?

None of Delaware law, our Certificate of Incorporation or our Amended and Restated Bylaws (“Bylaws”), each as currently in effect, provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at this Annual Meeting. Accordingly, you will have no right to dissent and obtain payment for your shares.

Our Principal Executive Offices

Our principal executive offices are located at 23823 Malibu Road, Suite 304, Malibu, CA 90265. Our telephone number is (661) 324-3911.

PROPOSAL NO. 1 — THE DIRECTOR ELECTION PROPOSAL

Board Size and Structure

Our Board of Directors currently consists of six (6) directors. Our Bylaws provide that the business and affairs of the Company shall be managed by or under the direction of the Board of Directors, and the number of directors will be determined from time to time by our Board of Directors.

Our Certificate of Incorporation provides for a Board of Directors divided into three classes, designated as Class I Directors, Class II Directors and Class III Directors, with only one class of directors being elected in each year and each class serving a three-year term.

The term of office of the Class II directors, consisting of William J. Hunter and James H. Blake, will expire at this Annual Meeting, unless they are re-elected at the Annual Meeting.

The term of office of the Class III directors, consisting of Robin Ross and Stan Eschner, will expire at our 2026 annual meeting of stockholders (the “2026 Annual Meeting”).

The term of office of the Class I Directors, consisting of John Randall and Thomas J. Bernice, will expire at the 2027 annual meeting of stockholders (the “2027 Annual Meeting”).

Current Directors and Terms

Our current directors, their respective positions and terms of office are set forth under the heading “Directors and Officers” on page 18 of this Proxy Statement.

Nominees for Class II Directors

Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, William J. Hunter and James H. Blake, as nominees for election as Class II Directors. If elected by the stockholders at the Annual Meeting, they will each serve for a three-year term expiring at the 2028 Annual Meeting, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal.

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of William J. Hunter and James H. Blake as Class II Directors. We expect that the nominees will serve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. The Board of Directors has no reason to believe that either of the nominees will be unable to serve.

Information about Board Nominees

This Proxy Statement under the heading “Directors and Officers” on page 18 includes certain biographical information, as of June 2, 2025, for each nominee for director, including all positions he or she holds, her or his principal occupation and business experience, and the names of other publicly held companies of which the director or nominee currently serves as a director or has served as a director.

We believe that all of our directors and nominees: display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

Director Nominee Qualifications

William J. Hunter – The Board believes that Mr. Hunter is well-qualified to serve on the Board due to Mr. Hunter’s years of experience as a member of the Company’s Board, coupled with his past experiences in finance and business management, that we believe continue align with Trio’s vision. We believe Mr. Hunter’s leadership and experience continue to be instrumental in supporting our drive for sustainable growth, operational efficiency, and long-term shareholder value.

James H. Blake – The Board believes that Mr. Blake is well-qualified to serve on the Board due to Mr. Blake’s wealth of knowledge in financial management and his entrepreneurial insights that we believe align with Trio’s strategic goals for growth and innovation. We believe Mr. Blake’s leadership and experience continue to be instrumental in supporting our drive for sustainable growth, operational efficiency, and long-term shareholder value.

Vote Required

The election of each of the Class II directors requires a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES SUBMITTED PURSUANT TO THE DIRECTOR ELECTION PROPOSAL.

PROPOSAL NO. 2 — THE AUTHORIZED SHARES REDUCTION PROPOSAL

Introduction

Our Board of directors has approved an amendment to our Certificate of Incorporation to reduce the authorized number of shares of our common stock from 500,000,000 shares to 150,000,000 shares. As described in more detail below, we believe that 150,000,000 shares of common stock is sufficient to satisfy all outstanding equity awards and rights to obtain shares of our common stock as well as support our ongoing efforts to raise capital to fund the Company’s operations for the foreseeable future.

The form of the Certificate of Amendment to our Certificate of Incorporation to accomplish the reduction in our authorized shares of common stock is attached to this Proxy Statement as Annex A. The discussion herein is qualified in its entirety by the full text of such amendment, which is incorporated herein by reference.

Background

As of June 2, 2025, the Record Date, we have 500,000,000 shares of authorized common stock. As of June 2, 2025, there were approximately 7,522,499 shares of our common stock issued and outstanding. In addition, as of June 2, 2025, there were up to 171,994 shares of common stock issuable upon the exercise of outstanding warrants at a weighted exercise price of $13.52 per share; up to 6,000 shares of common stock issuable upon the exercise of outstanding options awarded under our 2022 Plan at a weighted exercise price of $10.46 per share; up to 173,751 shares of common stock issuable upon the vesting of restricted stock units; 62,750 shares of common stock available for future grants of awards under our 2022 Incentive Plan; and 1,485,294 shares of common stock issuable upon the conversion of currently outstanding convertible notes.

Reasons for the Reduction in Authorized Shares of Common Stock

At the Company’s 2024 annual meeting of stockholders held on August 15, 2024 (the “2024 Annual Meeting”), the Company’s stockholders approved an amendment to our Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio ranging from one-for-five to one-for-twenty, with such ratio to be determined by the Board of Directors in its discretion without further approval from the Company’s stockholders. The Board of Directors subsequently authorized proceeding with a reverse stock split at a ratio of one-for-twenty.

On November 14, 2024, we effected a reverse stock split of the Company’s common stock at a ratio of one-for-twenty (the “Reverse Stock Split”). As a result, the number of our outstanding shares of common stock and the number of shares of our common stock that may be issued from equity awards or upon exercise of warrants was significantly reduced. Therefore, our Board of Directors believes that a reduction of the authorized shares of common stock to 150,000,000 shares is sufficient to support the Company’s ongoing efforts to raise capital to fund its operations for the foreseeable future. Additionally, we may be able to experience cost savings by reducing fees to the State of Delaware based on the number of currently authorized shares of common stock, since Delaware computes annual franchise taxes payable by the Company based on the number of authorized shares of capital stock. Using Delaware’s alternative calculation of franchise tax, which is the assumed par value method, and which is also effected by the number of authorized shares of stock, it is estimated that if the Company continues to have 500,000,000 authorized shares of common stock, its Delaware franchise tax for the fiscal year ending October 31, 2025, would be $159,200. If, on the other hand, the number of authorized shares of common stock is reduced to 150,000,000 shares, it is estimated that its Delaware franchise tax for the fiscal year ending October 31, 2025, would be $50,000. This tax savings of an estimated $109,000 could be allocated to the Company’s operations instead of the payment of franchise taxes, which is in the best interest of the Company and its stockholders.

For these reasons we are seeking stockholder approval to authorize our Board of Directors to amend Article THIRD of our Certificate of Incorporation in order to reduce the number of authorized shares of our common stock from 500,000,000 shares of common stock to 150,000,000 shares of common stock.

General

If approved by our stockholders, the authorized shares of common stock would be available for issuance for any proper corporate purpose as determined by our Board of Directors without further approval by the stockholders, except as required by law, the Listing Rules of the NYSE American or the rules of any other national securities exchange on which our shares of common stock are listed.

There will be no change in the rights attributable to our authorized shares of common stock. The proposed amendment will not affect the par value of our common stock, which will remain at $0.0001 per share. Under our Certificate of Incorporation, our stockholders do not have preemptive rights to subscribe to additional securities that we may issue; in other words, current holders of our common stock do not have a prior right to purchase any new issue of our capital stock to maintain their proportionate ownership of common stock. If we issue additional shares of common stock or other securities convertible into common stock in the future, it will dilute the voting rights of existing holders of common stock and will also dilute earnings per share and book value per share.

If this Proposal No. 2 is approved by our stockholders, the amendment to our Certificate of Incorporation will become effective upon the filing of the amendment with the Secretary of State of the State of Delaware.

Vote Required

Under Delaware law, Proposal 2 will only be approved if the affirmative vote of a majority of the votes cast by the stockholders entitled to vote on the matter vote in favor of such action.

Proxies solicited by our Board of Directors will be voted for approval of this Proposal 2 unless otherwise specified.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AUTHORIZED SHARES REDUCTION PROPOSAL.

PROPOSAL NO. 3 — THE 2022 PLAN INCREASED SHARES PROPOSAL

Background

At the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”), the Company’s stockholders were asked to approve an increase in the number of shares of common stock available for the grant of awards under the 2022 Plan from 4,000,000 shares of common stock to 10,000,000 shares of common stock. The stockholders were also asked to approve an increase in the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan from 4,000,000 shares of common stock to 10,000,000 shares of common stock. The Company’s stockholders approved both amendments to the 2022 Plan. Effective as of November 14, 2024, the Reverse Stock Split, in a ratio of 1-for-20 was effected, and as a result of the Reverse Stock Split, the number of shares of common stock reserved for the grant of awards under the 2022 Plan was reduced to 500,000 shares of common stock and the number of shares of common stock that may be issued pursuant to the exercise of incentive stock options was also reduced to 500,000 shares of common stock.

The stockholders are now being asked to approve new amendments to Sections 5(a) and 5(b) of the 2022 Plan to (i) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock and (ii) increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan (“ISOs”) from 500,000 shares of common stock to 2,500,000 shares of common stock.

We believe strongly that the increase in shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan and the increase in the maximum number of shares of common stock which may be issued pursuant to ISOs under the 2022 Plan is essential to our continued success and therefore is in the best interests of the Company and our stockholders. Our employees are our most valuable assets. The Board believes that grants of stock options, restricted stock units, performance-based restricted stock units and other equity awards under the 2022 Plan help create long-term equity participation in the Company and thereby assist us in attracting, retaining, motivating and rewarding employees, directors, and consultants. The Board also believes that long-term equity compensation is essential to link executive pay to long-term stockholder value creation.

As of June 2, 2025, the Record Date, there were 62,750 shares of common stock remaining available for the grant of awards under the 2022 Plan. Without these increases, we will be limited, in the future, as to the number of shares of common stock we will have available for the granting of additional awards, including ISOs, to employees, which could make it difficult for us to retain our current employees and to also attract new highly qualified employees. Our ability to attract and retain qualified directors to serve on our Board is also contingent on our ability to provide them with compensation in the form of equity which is comparable with the equity compensation provided to directors of other public companies in our industry. This cannot be accomplished without an increase in the 500,000 shares of common stock currently authorized under the 2022 Plan. Finally, 2,500,000 shares of common stock, which is the number of shares that the Board has approved to be reserved under the 2022 Plan represents approximately 33% of the 7,522,499 shares of common stock issued and outstanding as of June 2, 2025, the Record Date, which the Board has determined reasonable and necessary to properly compensate our employees and directors.

The above-described amendments to the 2022 Plan will not be effective unless and until approved by our stockholders. If our stockholders do not approve the above-described amendments to the 2022 Plan, the amendments will not take effect, but we may continue to grant rights to purchase shares under the 2022 Plan in accordance with the current terms and conditions of the 2022 Plan; provided, however, that no awards will be made under the 2022 Plan for an aggregate number of shares of common stock in excess of 500,000 shares of common stock and no awards will be made in the form of ISOs to the extent that the aggregate of number of shares of common stock which can be issued under all ISOs exceeds 500,000 shares of common stock, unless and until the stockholders approve the above-described amendments to the 2022 Plan, with respect to such increases. The Board has determined that it is in the best interests of us and our stockholders that these amendments to the 2022 Plan be approved and is asking our stockholders for their approval of these amendments to the 2022 Plan. The form of Amendment No. 2 to the 2022 Plan, which includes these amendments only is attached as Annex B to this Proxy Statement.

Summary of Material Terms of the 2022 Plan

The following is a summary of the material features of the 2022 Plan, as amended. This summary is qualified in its entirety by the full texts of the form of Amendment No. 2 to the 2022 Plan, and the 2022 Plan, a copy of which is filed as Exhibit 10.3 to our Form 10-K/A filed on April 15, 2025.

Purpose

The purpose of the 2022 Plan is to attract and retain highly competent persons as directors, officers, key employees, consultants and independent contractors of the Company by providing them opportunities to acquire Shares.

Eligibility

The Administrator (defined below) may grant awards to directors, officers, key employees, consultants and independent contractors of the Company or its subsidiaries. Only employees are eligible to receive incentive stock options. As of June 2, 2025, the Record Date, approximately 12 individuals are eligible to participate in the 2022 Plan, which includes approximately six directors, two officers, one key employee, one consultant, and one independent contractor.

Administration

Except for those powers expressly reserved for the Board, the 2022 Plan is administered by any subcommittee of the Board appointed by the Board to administer the 2022 Plan (the “Committee”) or, if no Committee is appointed to administer the Amended Plan, the Board (the “Administrator”). The Administrator is authorized, subject to the provisions of the 2022 Plan, to establish such rules and regulations as it deems necessary or appropriate for the proper administration of the 2022 Plan and to make such determinations and interpretations and to take such actions as it deems necessary or advisable. The Administrator may delegate to one or more of its officers or to one or more agents or advisors, such administrative duties or powers as it may deem advisable.

Share Reserve

The maximum aggregate number of shares that may be issued under the 2022 Plan is currently 500,000 shares, but, if this Proposal No. 3 is approved by our stockholders, the maximum number of shares of common stock that may be issued under the 2022 Plan will be increased to 2,500,000 shares.

Currently, the maximum number of shares of common stock that may be issued upon the exercise of incentive stock options under the 2022 Plan is 500,000 shares, but, if this Proposal No. 3 is approved by our stockholders, the maximum number of shares of common stock that may be issued upon the exercise of incentive stock options under the 2022 Plan will be increased to 2,500,000 shares

If there is a lapse, expiration, termination or cancellation of any stock option granted under the 2022 Plan prior to the issuance of shares of common stock in connection with such option, or if shares of common stock are issued under the 2022 Plan in connection with an award and thereafter such shares of common stock are reacquired by the Company, those shares of common stock may again be used for new awards under the 2022 Plan. In addition, any shares of common stock exchanged or surrendered by a participant as full or partial payment of the exercise price under any stock option exercised, any shares of common stock retained by the Company pursuant to the participant’s tax withholding election, and any shares of common stock covered by an award which is settled in cash, will be added back to the shares of common stock available for issuance under the 2022 Plan. The Board will determine the appropriate methodology for calculating the number of shares of common stock available for issuance pursuant to the 2022 Plan.

The share reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of the Company (see Equitable Adjustments below).

Types of Awards

The 2022 Plan provides for the grant of stock options, equity appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards (collectively, “awards”), which may be granted singularly or in any combination.

Stock Options. The 2022 Plan permits the granting of both options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the 2022 Plan will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the 2022 Plan.

The exercise price of each option will be determined by the Administrator, but such exercise price may not be less than 100% of the fair market value of one share of common stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater stockholder, 110% of such share’s fair market value. The term of each option will be set by the Administrator and may not exceed ten (10) years from the date of grant (or five (5) years for an incentive stock option granted to a 10% or greater stockholder). The Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of an option, the exercise price must be paid in United States dollars in cash or by check, through the delivery of shares of common stock then owned by the participant having a fair market value equal to the exercise price of the stock option, by having the Company retain from the shares of common stock otherwise issuable a number of shares having a fair market value equal to the exercise price of the stock option (a “net-exercise”), payment of such other lawful consideration as the Administrator may determine in its sole discretion, or by any combination of the foregoing.

Equity Appreciation Rights. The Administrator may award equity appreciation rights subject to such conditions and restrictions as it may determine. Equity appreciation rights entitle the recipient to a payment based on the appreciation in the fair market value of the shares of common stock subject thereto up to a specified date or dates. Each equity appreciation right will entitle the holder to receive the appreciation in the fair market value of the shares of common stock referenced therein up to the date the right is subject to a payout event. In the case of a right issued in relation to a stock option, such appreciation will be measured from not less than the exercise price of such stock option and in the case of a right issued independently of any stock option, such appreciation will be measured from the applicable strike price specified by the Administrator in the applicable award agreement. Each equity appreciation right will be payable at such time or times following the first to occur of the applicable payout events, as set forth in the applicable award agreement. Payment of such appreciation will be made in cash, shares of common stock, or a combination thereof, as determined by the Administrator.

Restricted Stock. A restricted stock award is an award of shares of common stock that vests in accordance with the terms and conditions established by the Administrator. The Administrator will determine the persons to whom grants of restricted stock awards are made, the number of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted stock awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges of a stockholder as to such restricted shares, including, without limitation, the right to vote such restricted shares and the right to receive dividends, if applicable.

Restricted Stock Units. Restricted stock units are the right to receive shares of common stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions. The Administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The value of the restricted stock units may be paid in shares of common stock, cash, other securities, other property, or a combination of the foregoing, as determined by the Administrator.

Performance Awards. The Administrator has the authority to grant cash, shares of common stock, stock options, equity appreciation rights, restricted stock, restricted stock units, and other stock-based awards as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance criteria. For each performance period, the Administrator will have the sole authority to select the length of such performance period, the types of performance award to be granted, the performance criteria that will be used to establish the performance goals, and the level(s) of performance which shall result in a performance award being earned. At any time, the Administrator may adjust or modify the calculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance period and that in the Administrator’s sole discretion, warrants adjustment or modification. Depending on the type of performance award granted, the previously discussed terms and conditions will also apply to a performance award. Payment of earned performance awards will be made in accordance with the terms and conditions prescribed by the Administrator, and will be made in the form of cash, shares of common stock, or a combination thereof.

Other Stock-Based Awards. Other stock-based awards consist of other types of equity-based or equity-related awards not otherwise described by the terms of the 2022 Plan in such amounts and subject to such terms and conditions as the Administrator may determine. Such awards may involve the transfer of actual shares of common stock, or payment in cash or otherwise of amounts based on the value of the shares of common stock.

Repricing

The 2022 Plan permits stock option repricing without stockholder approval by mutual agreement between the Company and a participant.

Tax Withholding

All payments or distributions made pursuant to the 2022 Plan will be net of any amounts required to be withheld pursuant to applicable federal, state and local tax withholding requirements. If the Company proposes or is required to distribute shares of common stock pursuant to the 2022 Plan, it may require the recipient to remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery of any certificates for such shares of common stock. The Administrator may, in its sole discretion and subject to such rules as it may adopt, permit an award holder to pay all or a portion of the minimum (or such greater amount as the Administrator permits) required federal, state and local withholding obligations arising in connection with (a) a stock option or equity appreciation right or (b) the receipt or vesting of a restricted stock award or a performance award, by electing to have the Company withhold shares of common stock having a fair market value equal to the amount to be withheld.

Equitable Adjustments

If the Company changes the number of shares of common stock issued without new consideration to the Company (such as by stock dividend or stock split), the total number of shares of common stock reserved for issuance under the Amended Plan, the maximum number of shares of common stock which may be made subject to incentive stock options during the term of the 2022 Plan, and the number of shares of common stock covered by each then outstanding award will be equitably adjusted and the aggregate consideration payable to the Company, if any, won’t be changed. In the event of any merger, consolidation or reorganization of the Company with or into another entity other than a merger, consolidation or reorganization in which the Company is the continuing entity and which does not result in the outstanding shares of common stock being converted into or exchanged for different securities, cash or other property, or any combination thereof, there shall be substituted, on an equitable basis, as determined by the Administrator, for each share of common stock then subject to an award under the 2022 Plan, the number and kind of shares of common stock, other securities, cash or other property to which holders of shares of common stock will be entitled pursuant to the transaction.

Change in Control

Unless otherwise expressly provided in the applicable award agreement, upon the occurrence of a Change in Control (as defined in the 2022 Plan), the Board or the Committee may (1) provide for the acceleration of vesting or to cause the lapse of restrictions with respect to, all or any portion of an award, (2) cancel an award for a cash payment equal to the fair market value (as determined in the sole discretion of the Board) which, in the case of stock options and equity appreciation rights, shall be deemed to be equal to the excess, if any, of the value of the consideration to be paid in the Change of Control transaction to holders of the same number of shares of common stock subject to such stock options or equity appreciation rights (or, if no consideration is paid in any such transaction, the fair market value of the shares of common stock subject to such stock options or equity appreciation rights) over the aggregate exercise price (in the case of stock options) or strike price (in the case of equity appreciation rights), (3) provide for the issuance of a substitute award that will substantially preserve the otherwise applicable terms of any affected award previously granted hereunder as determined by the Board in its sole discretion, (4) terminate unvested stock options without providing accelerated vesting or (5) take any other action with respect to the awards the Board or the Committee deems appropriate. For the avoidance of doubt, the treatment of awards upon a Change of Control of the Company may vary among the award types and participants in the sole discretion of the Board. Unless otherwise determined by the Board (on the same basis or on different bases as the Board shall specify), any repurchase rights or other rights of the Company that relate to an award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for an award. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.

Transferability of Awards

Unless otherwise set forth in the applicable written award agreement, each award granted under the 2022 Plan will not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the participant’s lifetime, only by the participant or, in the event of a participant’s disability, by the participant’s personal representative. In the event of the death of a participant, exercise of any award or payment with respect to any award will be made only by or to the executor or administrator of the estate of the deceased participant or the person or persons to whom the deceased participant’s rights under the benefit shall pass by will or the laws of descent and distribution. Notwithstanding the foregoing, at the discretion of the Administrator, a grant of a stock option may permit the transfer thereof by the participant solely to members of the participant’s immediate family or trusts or family partnerships or limited liability companies for the benefit of such persons, subject to such terms and conditions as may be established by the Administrator.

Term

The 2022 Plan became effective on October 17, 2022, when approved by our stockholders, and, unless terminated earlier, the 2022 Plan will continue in effect for a term of ten (10) years.

Amendment and Termination

The Board may amend the 2022 Plan from time to time or terminate the 2022 Plan at any time, subject to any requirement of stockholder approval required by applicable law, regulation, or stock exchange rule. The Board may amend the terms of any previously-granted award agreement, but only if (a) the Board determines that such change is necessary or desirable for legal compliance reasons, (b) the amendment is beneficial to the participant, or (c) the participant consents to such amendment.

Form S-8

The Company intends to file with the SEC a registration statement on Form S-8 covering the additional shares of common stock issuable under the 2022 Plan, if this Proposal No. 3 is approved by our stockholders.

Vote Required

The affirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the 2022 Plan Increased Shares Proposal. Abstentions will have no effect on the outcome of the vote.

Separate Vote on 2022 Plan Evergreen Proposal

A stockholder’s vote, with respect to this 2022 Plan Increased Shares Proposal is entirely separate from the Company’s request for approval of Proposal No. 4 (2022 Plan Evergreen Proposal) and stockholders will vote separately for each such proposal so that it is possible that (i) both proposals may be approved, (ii) both proposals may not be approved or (ii) one of such proposals is approved and the other is not approved. If both proposals are approved the form of Amendment No. 2 to the 2022 Plan, a copy of which is included as Annex C to this Proxy Statement, will be the applicable form of Amendment No. 1 and include both the amendments provided in the 2022 Plan Increased Shares Proposal and the amendment provided in the 2022 Plan Evergreen Proposal.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE 2022 PLAN INCREASED SHARES PROPOSAL.

PROPOSAL NO. 4 — THE 2022 PLAN EVERGREEN PROPOSAL

Background

In addition to Proposal No. 3 (2022 Plan Increased Shares Proposal), the stockholders are also being asked to approve a new amendment to Sections 5 of the 2022 Plan to add an “evergreen” provision to the 2022 Plan such that on each November 1^st, through and including November 1, 2032, a number of shares of common stock will be added to the 2022 Plan equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding October 31^st and (ii) an amount determined by our Board,

We believe strongly that evergreen proposal is essential to our continued success and therefore is in the best interests of the Company and our stockholders, since it allows us to annually maintain a sufficient number of shares of common stock issuable under the 2022 Plan, which is necessary for us to be able to provide our employees with sufficient award grants under the 2022 Plan to incentivize them to work with the Company and to maintain their services.

The above-described amendment to the 2022 Plan will not be effective unless and until approved by our stockholders. If our stockholders do not approve the above-described amendment to the 2022 Plan, the amendment will not take effect, and the number of shares of common stock reserved for issuance under the 2022 Plan will not be automatically increased on an annual basis, unless and until the stockholders approve the above-described amendment to the 2022 Plan, with respect to such “evergreen” provision. The Board has determined that it is in the best interests of us and our stockholders that this amendment to the 2022 Plan be approved and is asking our stockholders for their approval of this amendments to the 2022 Plan. The form of Amendment No. 2 to the 2022 Plan, which includes this amendment only is attached as Annex D to this Proxy Statement.

See “Proposal No. 3- The 2022 Plan Increased Shares Proposal – Background” for further information.

Summary of Material Terms of the 2022 Plan

See “Proposal No. 3- The 2022 Plan Increased Shares Proposal – Summary of Material Terms of the 2022 Plan” for further information.

Vote Required

The affirmative vote of the majority of shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the 2022 Plan Evergreen Proposal. Abstentions will have no effect on the outcome of the vote.

Separate Vote on 2022 Plan Increased Shares Proposal

A stockholder’s vote, with respect to this 2022 Plan Evergreen Proposal is entirely separate from the Company’s request for approval of Proposal No. 3 (2022 Plan Increased Shares Proposal) and stockholders will vote separately for each such proposal so that it is possible that (i) both proposals may be approved, (ii) both proposals may not be approved or (ii) one of such proposals is approved and the other is not approved. If both proposals are approved the form of Amendment No. 1 to the 2022 Plan, a copy of which is included as Annex C to this Proxy Statement, will be the applicable form of Amendment No. 1 and include both the amendments provided in the 2022 Plan Increased Shares Proposal and the amendment provided in the 2022 Plan Evergreen Proposal.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE 2022 PLAN INCREASED SHARES PROPOSAL.  

PROPOSAL NO. 5 — THE AUDITOR RATIFICATION PROPOSAL

Appointment of Independent Registered Public Accounting Firm

The audit committee of our Board of Directors appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s capabilities relative to our business; and the firm’s knowledge of our operations. Bush & Associates has served as our independent registered public accounting firm since May 2024. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed Bush & Associates to serve as our independent registered public accounting firm for the year ending October 31, 2025. If our stockholders do not ratify the selection, it will be considered as notice to the Board of Directors and the audit committee to reconsider its appointment.

Representatives of Bush & Associates are not expected to attend the Annual Meeting or to have an opportunity to make a statement or be available to respond to appropriate questions from stockholders.

Audit, Audit-Related and All Other Fees

The table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company’s annual financial statements included in the Form 10-K, for the years ended October 31, 2024 and 2023, respectively, which were audited by Bush and Associates CPA LLC (“Bush”) and BF Borgers CPA PC (“Borgers”), respectively. The Company terminated the services of Borgers as its independent registered public accounting firm in May 2024, as a result of Borgers being no longer qualified to perform audits of the Company’s financial statements due to an order by the Securities and Exchange Commission (the “SEC Order”). Fees included in the table below for the year ended October 31, 2023 represent fees paid to Borgers for audit and audit related fees for the Company’s financial statements included in the Form 10-K. In addition, the Company engaged Bush & Associates as its independent registered public accounting firm in May 2024 to replace Borgers and to audit the Company’s financial statements for the years ended October 31, 2023 and 2022, and Bush & Associates’ Report of Independent Registered Public Accounting Firm was included with the Company’s re-issued financial statements for those years in the Form 10-K/A. In 2024, the Company paid fees of $90,000 to Bush & Associates for audit and audit related fees in connection with the Company’s re-issued financial statements included in the Form 10-K/A for such period.

Audit Committee’s Pre-Approval Policies and Procedures

The formal written charter for our audit committee requires that the audit committee pre-approve all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by our audit committee prior to the completion of the audit). Our audit committee may form and delegate authority to subcommittees of our audit committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to our full audit committee at its next scheduled meeting.

In 2023, the audit committee adopted policies and procedures for the pre-approval of audit and non-audit services performed by the independent registered public accounting firm pursuant to which the audit committee generally is required to pre-approve the audit and permissible non-audit services performed by the independent registered public accounting firm in order to ensure that the provision of such services does not impair the registered accountants’ independence.

The services provided to us by Bush & Associates in fiscal year 2024 were provided in accordance with our pre-approval policies and procedures, as applicable.

Audit Committee Report

A brief description of the principal functions of the audit committee is included in this Proxy Statement under the discussion of “Committees of the Board of Directors — Audit Committee.” Under the audit committee charter, the audit committee is appointed by the Board of Directors to assist the Board of Directors in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Company, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of the Company’s independent registered public accounting firm and (4) the compliance by the Company with legal and regulatory requirements. It also shall review and approve all related-party transactions.

On June 19, 2024, the Company agreed to award 50,000 restricted stock units to a newly appointed director under the Plan; as there were only 22,750 shares remaining for issuance under the Plan at that time, 22,500 RSUs were awarded immediately with a fair value of $6.00 per share for a grant date value of $134,550, with the remainder to be issued when the number of shares available under the Plan had been increased per shareholder approval.

On October 21, 2024, the Company agreed to award 12,500 restricted stock units to a newly appointed director under the Plan, and additionally, on October 21, 2024, the Company agreed to award an aggregate of 37,500 restricted stock units to current directors under the Plan.

On March 26, 2024, the Company borrowed $125,000 from Michael L. Peterson, former Chief Executive Officer of the Company (the “Peterson Loan”), in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000 (the “Peterson Note”). As additional consideration for the Peterson Loan, the Company accelerated the vesting of 50,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. On September 26, 2024 and October 28, 2024, the Company entered into the first and second amendments, respectively, to the Peterson Note; each amendment extended the maturity dates to October 28, 2024 and November 30, 2024, respectively, and added a $5,000 extension fee (per amendment) to the principal of the note.

On July 11, 2024, the Company entered into an employment agreement with Mr. Robin Ross, pursuant to which Mr. Ross would serve as Chief Executive Officer of the Company, replacing Mr. Peterson.

On October 21, 2024, the Company agreed to award 10,000 restricted stock units to Gregory L. Overholtzer under the Plan.

Other than the transactions set forth in the preceding paragraphs, there were no related-party transactions in 2024 requiring review and approval.

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended October 31, 2024, with management of the Company. The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with audit committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm its independence. Based on the foregoing, the audit committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Amendment No. 3 to Annual Report on Form 10-K/A for the fiscal year ended October 31, 2024.

Submitted by the Audit Committee of the Board of Directors:

Mr. William Hunter (Chair of the audit committee)

Mr. Thomas J. Pernice

Mr. John Randall

Vote Required

The affirmative vote of the majority of shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the Auditor Ratification Proposal. Abstentions will have no effect on the outcome of the vote.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AUDITOR RATIFICATION PROPOSAL.

DIRECTORS AND OFFICERS

The following is a list of our directors and executive officers, as of June 2, 2025, as well as nominees for Class II Director to be submitted to the vote of our stockholders at the Annual Meeting, along with the specific information required by Rule 14a-3 of the Securities Exchange Act of 1934:

Executive Officers

Robin Ross (Chief Executive Officer, Chairman and Director) has served as our Chief Executive Officer since July 2024, and Chairman and Director since June 2024. Mr. Ross previously served as a director of the Company from August 2021 to May 2023, and was a co-founder of the Company in July 2021. Since November 2023, Mr. Ross has served as the Chairman and CEO of Drillwaste Solutions Corp., a Canadian private company. Since October 2019, Mr. Ross has served as the founder of Gold’n Futures Mineral Corp. (CSE: FUTR), a junior resource company. Since 2007, Mr. Ross has served as the president of Vanross Enterprises Inc., a Canadian investment company. From 2008 until the sale of the company in August 2010, Mr. Ross served as a Co-Founder of Canada Potash Corporation, a Canadian resource company with access to over 1.7 million acres, or just over 15%, of the 11 million acres in the Williston Basin in South Central Saskatchewan, Canada. Mr. Ross previously held management positions at Canadian investment dealers for over 18 years. From 1999 until 2001, Mr. Ross served as Branch Manager and Director of Sales at Yorkton Securities, a Canadian biotechnology and investment dealer. From 1987 until 1999, Mr. Ross served as Branch Manager at Midland Walwyn Inc., a Canadian investment dealer.

Stanford Eschner (Vice Chairman and Director) has served as our Vice Chairman since June 2024. Prior to that, he served as our Executive Chairman since inception. Since 1983, Mr. Eschner has served as the Chairman of Trio LLC, the operator of the South Salinas Project. From 1961 until 1983, Mr. Eschner held various positions at Occidental Petroleum (NYSE: OXY), including geologist, Vice President of Domestic Operations and Vice President - Chief Geologist- Worldwide. Before that, Mr. Eschner was a geologist (lieutenant) with the Army Corp of Engineers from 1955 until 1957, and a production geologist with Shell Oil Co.1958 until 1961. Mr. Eschner has a Master of Arts degree in Geology from University of California, Los Angeles.

Gregory L. Overholtzer (Chief Financial Officer) has served as our Chief Financial Officer since February 2022. Since 2019, Mr. Overholtzer has worked as a part-time Chief Financial Officer of Indonesia Energy Corp. (NYSE AMERICAN: INDO). In addition, since November 2019, Mr. Overholtzer has served as a Consulting Director of Ravix Consulting Group. From December 2018 until November 2019, Mr. Overholtzer served as a Field Consultant at Resources Global Professionals. From January 2012 until December 2018, Mr. Overholtzer served as the Chief Financial Officer, Chief Accounting Officer and Controller of Pacific Energy Development (NYSE AMERICAN: PED). Mr. Overholtzer holds a BA in Zoology and an MBA in Finance from the University of California, Berkeley.

Non-Employee Directors

William J. Hunter (Director) has served as a Director since July 2022. From 2015 until 2022, Mr. Hunter served as Managing Partner of Hunter Resources LLC, a strategic and financial consulting firm. From 2017 until 2021, Mr. Hunter served as the President, Chief Financial Officer and Director of Advent Technologies post-merger with AMCI Acquisition Corp. From 2013 until 2015, Mr. Hunter served as Managing Director of the Industrial Group of Nomura Securities. Mr. Hunter is currently a Director at Tonogold Resources (OTCBB:TNGL) since 2022 and a former Director at American Battery Technology Corporation (NADAQ: ABAT) from 2016 to 2022. William Hunter received his B.Sc. from DePaul University in Chicago and an MBA with distinction from the Kellstadt School of Business at DePaul University.

John Randall (Director) has served as a Director since November 2021. From November 2022 to March 2023, Mr. Randall served as a professional geologist for Shopoff Reality Investment L.P. in connection with obtaining oil permits from the California Geologic Management Division for re-abandoned oil wells in Huntington Beach, California. From April 2017 until November 2021, Mr. Randall served as a professional geologist where he consulted to various companies and lenders. From April 2016 until April 2017, Mr. Randall was Vice President of the California Business Unit of Azimuth Energy. Before this, from 2003 until April 2016, Mr. Randall served as Senior Geologist at Freeport-McMoran Oil and Gas. From 1984 until 2001 Mr. Randall was a Geologist and senior manager at various divisions of Chevron in California and also during that time spent 4 years as an expatriate as the geological operations manager at Chevron’s Tengiz operations in Kazakhstan. From 1977 until 1984 Mr. Randall was a Geology Manager for Gulf Oil Corp and from 1970 until 1977 he was a development geologist for Union Oil Company. Mr. Randall holds an MS in Geology and a BS in Geology from Southern Illinois University. Mr. Randall also holds a registered professional geologic license in the states of California, Texas, Louisiana and Mississippi.

Thomas J. Pernice (Director) has served as a Director since November 2021. Mr. Pernice has served as the President of Modena Holding Corporation, a company providing corporate and executive advisory services, since 2000. In addition, he has served as a partner with The Abraham Group, an international strategic consulting firm and with Green Partners USA, LLC, a private equity real estate fund dedicated to green building since 2007. In 2004, he was appointed Senior Policy Advisor and Executive Director of the Secretary of Energy Advisory Board at the U.S. Department of Energy where he served until 2006. He was a partner and Managing Director of Cappello Group, a boutique investment and merchant bank in Los Angeles from 2000 to 2004. Mr. Pernice also served in the Family Offices of billionaire industrialist David H. Murdock where he was a member of the Chairman’s Global Leadership Team and Executive Officer of Dole Food Company, Inc. (NYSE: DOL) from 1992 to 2000. Mr. Pernice was as a Presidential Appointee and member of the senior White House staff serving from 1984 to 1992 where he traveled as a diplomatic representative of the United States to more than 92 countries. Further, Mr. Pernice has served as Executive Vice Chairman, a member of the board of director and an officer to Vaxanix Bio, Ltd since December 2023, as a member of the board of directors and officer to Vaxanix Bio Acquisition Corp I since January 2023, as a member of the board of director and officer to Vaxanix Bio Acquisition Corps II, III, IV, V, VI, VII and VIII since December 2023, as a member of the board of director of DrillWaste Corp. since October 2023, as a member of the board of directors of D3 Energy Corporation since 2022, and Panvaxal, LLC, a private biotechnology company since 2019. Mr. Pernice is also member of the board of advisors to JMS Energy Impact Fund since October 2023 and a member of the board of advisors to IOCharge Corp since September 2023. Mr. Pernice holds a BA in Broadcast Journalism from the University of Southern California.

James H. Blake (Director) has served as a Director since October 2024. From 1995 to 2024, when he retired, Mr. Blake served in the banking industry as an investment advisor and a Portfolio Manager and first Vice President overseeing a large portfolio of investments. Mr. Blake earned a Bachelor of Commerce degree in 1991 and completed his certification as a Chartered Financial Analyst in 2003.

Family Relationships

There are no family relationships among our directors or executive officers.

Director or Officer Involvement in Certain Prior Legal Proceedings

Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years, other than Mr. Pernice who served as a co-founder of Gibraltar Associates, LLC, a private company, from 2007 until 2013, which entity went into receivership in approximately September 2014.

Board Composition and Election of Directors

Our board of directors currently consists of six members. Under our amended and restated bylaws, the number of directors will be determined from time to time by our board of directors.

Director Independence

Our board has determined that Stanford Eschner and Robin Ross currently have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, such that they cannot be deemed “independent” as that term is defined under the rules of the NYSE American, or the NYSE American rules. Our board has determined that William Hunter, John Randall, Thomas J. Pernice and James H. Blake are all “independent” as that term is defined under the NYSE American rules. As required under the NYSE American rules a majority of the members serving on the Board are considered to be “independent.”

Classified Board of Directors

In accordance with our amended and restated certificate of incorporation and amended and restated bylaws, our board of directors is divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows:

Our amended and restated certificate of incorporation and amended and restated bylaws provide that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.

Board Leadership Structure

Our corporate governance guidelines provide that, if the chairman of the board is a member of management or does not otherwise qualify as independent, the independent directors of the board may elect a lead director. The lead director’s responsibilities include, but are not limited to: presiding over all meetings of the board of directors at which the chairman is not present, including any executive sessions of the independent directors; approving board meeting schedules and agendas; and acting as the liaison between the independent directors and the chief executive officer and chairman of the board. Our corporate governance guidelines further provide the flexibility for our board of directors to modify our leadership structure in the future as it deems appropriate.

Role of the Board in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors will not have a standing risk management committee, but will rather administer this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors will be regularly informed through committee reports about such risks.

Board Committees

We have the following board of directors committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee’s charter is available under the Corporate Governance section of our website at www.trio-petroleum.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report.

Audit Committee. The Audit Committee’s responsibilities include:

The members of our audit committee are William Hunter (chairperson), Thomas J. Pernice and John Randall. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE American. Our board has determined that William Hunter is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE American. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. Our board of directors has determined that all members of the audit committee are independent under the heightened audit committee independence standards of the SEC and the NYSE American.

The audit committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE American.

Compensation Committee. The Compensation Committee’s responsibilities include:

The members of our compensation committee are Thomas J. Pernice (chair) and William Hunter. Each of the members of our compensation committee is independent under the applicable rules and regulations of the NYSE American and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE American.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s responsibilities include:

The members of our nominating and corporate governance committee are Thomas J. Pernice (chairperson) and John Randall. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of the NYSE American relating to nominating and corporate governance committee independence. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE American.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee is a current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the last completed fiscal year.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of business conduct and ethics is available under the Corporate Governance section of our website at www.trio-petroleum.com. In addition, we have posted on our website all disclosures that are required by law or the rules of the NYSE American concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this proxy statement

Board Attendance

During the year ended October 31, 2024, our Board of Directors met four times and the audit committee of the Board of Directors met two times. The compensation committee and the nominating and corporate governance committee of the Board of Directors did not meet during the year ended October 31, 2024. During the year ended October 31, 2024, each director attended at least 75% of the meetings of the Board of Directors, while serving as a director. During the year ended October 31, 2024, each director attended at least 75% of all meetings of committees of the Board of Directors on which he or she served. Mr. Ross, who resigned from the Board on May 9, 2023, did not attend any meetings subsequent to that date. Mr. Ross was later re-appointed to the Board in June 2024.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board of Directors, are scheduled as and when determined necessary. In addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent directors. The Chairman of the Board of Directors presides at each of these meetings and, in his absence, the non-management and independent directors in attendance, as applicable, determine which member will preside at such session.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding the attendance of our Board of Directors members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders.

Communications with the Board of Directors

Any stockholder or any other interested party who desires to communicate with our Board of Directors, our non-management directors, or any specified individual director, may do so by directing such correspondence to the attention of the Secretary, Trio Petroleum Corp., 23823 Malibu Road, Suite 304, Malibu, CA 90265. The Secretary will forward the communication to the appropriate director or directors as appropriate.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and holders of more than 10% of the Company’s common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.

To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 and any amendments thereto filed with the SEC and stockholder reports from our transfer agent and written representations that no other reports were required, during the fiscal year ended October 31, 2024, our officers, directors and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them.

EXECUTIVE AND DIRECTOR COMPENSATION

Overview

We are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation and other disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures.

We design our executive officer compensation program to attract, motivate, and retain the key executives who drive our success and industry leadership. Our compensation program consists of several forms of compensation: base salary, cash incentive bonuses, equity compensation and other benefits and perquisites. Pay that reflects performance and alignment of that pay with the interests of long-term stockholders are key principles that underlie our compensation program. The Board believes that our current executive compensation program directly links executive compensation to our performance and aligns the interest of our executive officers with those of our stockholders.

Financial Restatement

It is a policy of our Board that the Compensation Committee will, to the extent permitted by governing law, have the sole and absolute authority to make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers and certain other officers where the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement. Where applicable, the Company will seek to recover any amount determined to have been inappropriately received by the individual executive.

Clawback Policy

We have adopted a Compensation Recovery Policy in accordance with applicable NYSE and NYSE American rules, a copy of which is filed as the Exhibit 97.1 to the 2024Annual Report. It is generally our policy that the Company will recoup any incentive compensation erroneously awarded to any current or former executive officers due to material noncompliance with any financial reporting requirement under applicable securities laws during the three completed fiscal years immediately preceding the date the Company determines that an accounting restatement is required.

Summary Compensation

The following sets forth the compensation paid by us to our named executive officers for the fiscal years ended October 31, 2024 and 2023.

Outstanding Equity Awards at Fiscal Year End

The following table provides information on outstanding equity awards as of October 31, 2024 to our NEOs.

Narrative Disclosure to Summary Compensation Table

Employment Agreement - Robin Ross

We entered into an employment agreement with Robin Ross (the “Ross Employment Agreement”), who became our CEO, effective as of July 11, 2024, for a term ending on December 31, 2026, which shall auto-renew for additional one-year terms. Mr. Ross reports directly the Board and performs his services primarily in Toronto, Canada.

We have agreed to pay Mr. Ross a salary at a rate of $300,000 per year. He is eligible for an annual bonus targeted at 100% of base salary, as determined by the Board based on his performance and the achievement by the Company of financial, operating and other objectives set by the Board. Mr. Ross was also granted an award of 100,000 shares of restricted stock, subject to Continuous Service (as such term is defined in the Ross Employment Agreement, which award was made, and which will vest, with respect to 25% of the shares of restricted stock on January 9, 2025, and the remainder shall vest in equal tranches every three months thereinafter until either the shares of restricted stock are fully vested or Mr. Ross’s Continuous Service with the Company terminates, whichever occurs first. Mr. Ross also receives a standard benefit package, and reimbursement for reasonable business and travel expenses. He also is eligible for twenty-five vacation days per annum. Although Mr. Ross is employed pursuant to a term, either the Company or Mr. Ross may terminate his employment earlier. We may terminate Mr. Ross’s employment with or without Cause. “Cause” means: (a) conviction of, or plea of nolo contendere to any felony or crime involving dishonesty or moral turpitude (whether or not a felony); (b) any action by Mr. Ross involving fraud, breach of the duty of loyalty, malfeasance or willful misconduct; (c) the failure or refusal by Mr. Ross to perform any material duties hereunder or to follow any lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company; (e) chronic neglect or absenteeism in the performance of Mr. Ross’s duties; (f) willful misconduct, or other material violation of Company policy or code of conduct that causes a material adverse effect upon the Company; (g) material uncured breach of any written agreement with the Company (subject to a 10 business day cure right on behalf of the Company); or (h) any action that in the reasonable belief of the Company shall or potentially shall subject the Company to negative or adverse publicity or effects.

Mr. Ross may resign on 90 days’ written notice.

Employment Agreement/Consulting Agreement - Michael L. Peterson

We entered into an employment agreement with Michael L. Peterson, who became our CEO, effective as of October 23, 2023, for a term ending on December 31, 2025, but his employment ended on July 11, 2024 as a result of his resignation as Chief Executive Officer of the Company.   On July 11, 2024, the Company and Mr. Peterson entered into a Consulting Agreement (the “Consulting Agreement”), effective as of July 11, 2024, and continuing through October 11, 2024, with a one-time option for the Company to renew the Consulting Agreement and Mr. Peterson’s services as a consultant for up to an additional three months thereafter. Pursuant to the Consulting Agreement, Mr. Peterson provided services relating to investor relations, public relations, financing strategies, corporate strategies, and development of business opportunities and providing background information with respect to Company’s history. In consideration for his consulting services, and pursuant to the terms of the Consulting Agreement, the Company paid Mr. Peterson a cash consulting fee equal to $10,000 per month, payable within five business days after the commencement of each calendar month during the term of the Consulting Agreement. In addition, the Company awarded Mr. Peterson 50,000 RSUs under the 2022 Plan, which award was made after the Company’s stockholders approved an increase in the number of shares available under the 2022 Plan at the 2024 Annual Meeting, and are fully vested. Mr. Peterson was also entitled to reimbursement for certain expenses. The Consulting Agreement was terminated on October 11, 2024, in accordance with its terms.

Employment Agreement/Independent Contractor Agreement - Gregory L. Overholtzer

Effective as of February 1, 2022, we entered into an employment agreement with our Chief Financial Officer, Gregory L. Overholtzer. Mr. Overholtzer was employed effective February 25, 2022, for a term ending on December 31, 2024. Mr. Overholtzer’s employment agreement and his employment with the Company expired by their terms on December 31, 2024. On January 1, 2025, we entered into an independent contractor agreement (the “IC Agreement”) with Mr. Overholtzer, under which he continues to serve as the Chief Financial Officer of the Company and performs his services in California.

The initial term of the IC Agreement continues until December 31, 2025, provided that the term will renew for successive one year periods, unless either party notifies the other party at least 30 days prior to the end of the then current term of its desire not to renew the IC Agreement. In addition, the IC Agreement may be terminated by either party upon 60 days’ prior written notice to the other party. Upon any such termination by the Company, the Company may terminate the Agreement prior to such 60-day notice period, but shall be required to pay Mr. Overholtzer the fees payable for such 60-day period. Furthermore, if Mr. Overholtzer provides notice of termination, but does not continue to provide the required services during such 60-day period, the Company may immediately terminate the IC Agreement and shall only be required to pay Mr. Overholtzer fees payable through such date of termination. Notwithstanding any of the foregoing, if the Company fails to timely pay Mr. Overholtzer any monthly fee, he shall have the right to terminate the IC Agreement on 30-days’ notice.

Mr. Overholtzer is entitled to the payment of a monthly fee of $12,500 for his services and reimbursement of all pre-approved expenses relating to his services upon presentation of invoices and receipts reasonably acceptable to the Company.

Each of the Company and Mr. Overholtzer has made customary representations and warranties to each other, and Mr. Overholtzer has agreed that during the term of the IC Agreement and for a period of two years, thereafter, not to solicit any employee of the Company for employment with any other business. Mr. Overholtzer has also agreed to a standard form of confidentiality provision under the terms of the Agreement and customary provisions relating to insider trading. Mr. Overholtzer has also agreed to assign to the Company any intellectual property rights relating to his services to the Company.

Employment Agreement- Steven A. Rowlee

We entered into an employment agreement with our former Chief Operating Officer, Steven A. Rowlee, effective as of May 1, 2023, for a term ending on December 31, 2024. Mr. Rowlee’s employment agreement and his employment with the Company expired by their terms on December 31, 2024. His position as Chief Operating Officer of the Company was officially eliminated by the Board as of January 2, 2025.

Employment Agreement- Terence B. Eschner

We entered into an employment agreement with our former President, Terence B. Eschner, effective as of May 1, 2023, for a term ending on December 31, 2024. Mr. Eschner’s employment agreement and his employment with the Company expired by their terms on December 31, 2024. His position as President of the Company was officially eliminated by the Board as of January 2, 2025.

Employment Agreement- Stanford Eschner

We entered into an employment agreement with our Vice Chairman, Stanford Eschner, effective as of May 1, 2023, for a term ending on December 31, 2024. Mr. Eschner’s employment agreement and his employment with the Company expired by their terms on December 31, 2024. Mr. Eschner continues to serve as our Vice Chairman in a non-employee capacity.

Incentive Award Plans

2022 Equity Incentive Plan

We have adopted and approved the 2022 Plan. On August 15, 2024, at the 2024 Annual Meeting, the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan was approved by the stockholders to increase from 200,000 shares of common stock to 500,000 shares of common stock, after giving effect to the Reverse Stock Split. On May [ ], 2025, the Board of Directors approved an increase in the number of shares of common stock reserved for issuance under the 2022 Plan to 2,500,000 shares of common stock and to also increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan to 2,500,000 shares of common stock. Our stockholders are being asked to approve both of these amendments to the 2022 Plan at the Annual Meeting. Under the 2022 Plan, we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2022 Plan are summarized below.

Types of Awards. The 2022 Plan provides for the grant of non-qualified stock options (“NQSOs”), incentive stock options (“ISOs”), restricted stock awards, restricted stock and restricted stock units (“RSUs”), equity appreciation rights, and other forms of stock-based compensation.

Eligibility and Administration. Employees, officers, consultants, directors, and other service providers of the Company and its subsidiaries are eligible to receive awards under the 2022 Plan. The 2022 Plan is administered by the board which may delegate its duties and responsibilities to committees of the company’s directors and/or officers (all such bodies and delegates referred to collectively as the plan administrator), subject to certain limitations that may be imposed under Section 16 of the Exchange Act, and/or other applicable law or stock exchange rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2022 Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the 2022 Plan, including any vesting and vesting acceleration conditions.

Share Reserve. Pursuant to the 2022 Plan, we have reserved 500,000 shares of the shares of common stock for issuance thereunder. The share reserve is subject to the following adjustments:  

Awards issued in substitution for awards previously granted by a company that merges with, or is acquired by, the Company do not reduce the share reserve limit under the 2022 Plan.

Stock Options and Equity Appreciation Rights. ISOs may be granted only to employees of the Company, or to employees of a parent or subsidiary of the Company, determined as of the date of grant of such options. An ISO granted to a prospective employee upon the condition that such person becomes an employee shall be deemed granted effective on the date such person commences employment. The exercise price of an ISO shall not be less than 100% of the fair market value of the shares covered by the awards on the date of grant of such option pursuant to the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Notwithstanding the foregoing, an ISO may be granted with an exercise price lower than the minimum exercise price set forth above if such award is granted pursuant to an assumption or substitution for another option in a manner that complies with the provisions of Section 424(a) of the Code. Notwithstanding any other provision of the 2022 Plan to the contrary, no ISO may be granted under the 2022 Plan after 10 years from the date that the 2022 Plan was adopted. No ISO shall be exercisable after the expiration of 10 years after the effective date of grant of such award, subject to the following sentence. In the case of an ISO granted to a ten percent stockholder, (i) the exercise price shall not be less than 110% of the fair market value of a share on the date of grant of such ISO, and (ii) the exercise period shall not exceed 5 years from the effective date of grant of such ISO. Equity appreciation rights will entitle the holder to receive a payment (in cash or in shares) based on the appreciation in the fair market value of the shares subject to the award up to a specified date or dates. Equity appreciation rights may be granted to the holders of any stock options granted under the 2022 Equity Plan or may be granted independently of and without relation to stock options.

Restricted Stock and Restricted Stock Units. The committee may award restricted stock and RSUs under the 2022 Plan. Restricted stock awards consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified vesting conditions are not satisfied. RSU awards result in the transfer of shares of stock to the participant only after specified vesting conditions are satisfied. A holder of restricted stock is treated as a current shareholder and shall be entitled to dividend and voting rights, whereas the holder of a restricted stock unit is treated as a shareholder with respect to the award only when the shares are delivered in the future. Specified vesting conditions may include performance goals to be achieved during any performance period and the length of the performance period. The committee may, in its discretion, make adjustments to performance goals based on certain changes in the Company’s business operations, corporate or capital structure or other circumstances. When the participant satisfies the conditions of an RSU award, the Company may settle the award (including any related dividend equivalent rights) in shares, cash or other property, as determined by the committee, in its sole discretion.

Other Shares or Share-Based Awards. The committee may grant other forms of equity-based or equity-related awards other than stock options, equity appreciation rights, restricted stock or restricted stock units. The terms and conditions of each stock-based award shall be determined by the committee.

Sale of the Company. Awards granted under the 2022 Plan do not automatically accelerate and vest, become exercisable (with respect to stock options), or have performance targets deemed earned at target level if there is a sale of the Company. The Company does not use a “liberal” definition of change in control as defined in Institutional Shareholder Services’ proxy voting guidelines. The 2022 Plan provides flexibility to the committee to determine how to adjust awards at the time of a sale of the Company.

Transferability of Awards. Except as described below, awards under the 2022 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The committee has discretion, however, to permit certain transfer of awards to other persons or entities.  

Adjustments. As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2022 Plan and any outstanding awards, as well as the exercise price or base price of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

Amendment and Termination. The board of directors may amend, modify or terminate the 2022 Plan without stockholder approval, except that stockholder approval must be obtained for any amendment that, in the reasonable opinion of the board or the committee, constitute a material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of a stock exchange on which shares of common stock are then listed. The 2022 Plan will terminate upon the earliest of (1) termination of the 2022 Plan by the board of directors, or (2) the tenth anniversary of the board adoption of the 2022 Plan. Awards outstanding upon expiration of the 2022 Plan shall remain in effect until they have been exercised or terminated or have expired.

Director Compensation

The following table provides information for the compensation of our non-employee directors for the fiscal year ended October 31, 2024:

The material terms of the non-employee director compensation program are summarized below.

The non-employee director compensation provides for annual retainer fees and/or long-term equity awards for our non-employee directors. We expect each non-employee director will receive an annual retainer of $50,000 plus an additional $10,000 for each board committee that he or she is on.

Compensation under our non-employee director compensation policy will be subject to the annual limits on non-employee director compensation set forth in the 2022 Plan, as described above, but such limits will not apply prior to the first calendar year following the calendar year in which our initial public offering was completed. Our board of directors or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2022 Plan. As provided in the 2022 Plan, our board of directors or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the board of directors or its authorized committee may determine in its discretion.

Compensation Committee Report Sessions

The compensation committee of the Board of Directors is currently comprised of Mr. Pernice and Mr. Hunter, each of whom the Board of Directors has determined to be independent. This report shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates the information contained in this section by reference and shall not otherwise be deemed filed under either the Securities Act or the Exchange Act.

The compensation committee has reviewed and discussed with management the disclosure regarding executive compensation contained in this Proxy Statement for the Annual Meeting. Based on the review and discussions, the compensation committee recommended to the Board that such disclosure be included in this Proxy Statement.

This Compensation Report has been furnished by the Compensation Committee of the Board.

Mr. Thomas J. Pernice (Chair of the Compensation Committee)

Mr. William Hunter

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock, as of June 2, 2025 by:

The number of shares beneficially owned by each stockholder is determined in accordance with the rules issued by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, subject to any community property laws.

Percentage ownership of our Common Stock is based on 7,522,499 shares of common stock outstanding as of June 2, 2025. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, restricted units, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of that date are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

To calculate a stockholder’s percentage of beneficial ownership of common stock, we must include in the numerator and denominator those shares of common stock, as well as those shares of common stock underlying options, warrants and convertible securities, that such stockholder is considered to beneficially own. Shares of common stock underlying options, warrants and convertible securities, held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership of each of the stockholders may be different.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Trio Petroleum Corp., 23823 Malibu Road, Suite 304, Malibu, CA 90265. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

* Less than 1%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following includes a summary of transactions since July 19, 2021 (inception) to which we have been a party in which the amount involved will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.

Related Party Transactions

Stanford Eschner and Steven Rowlee, former members of TPET’s management team, are also members of Trio LLC’s management team. Stanford Eschner, our Vice Chairman and a director, and Steven Rowlee, formerly our Chief Operating Officer, are employed by and/or part owners of Trio LLC. Stanford Eschner is Trio LLC’s Chairman and Steven Rowlee is its Vice President. Trio LLC personnel Stanford Eschner, Steven Rowlee, Gary Horace, Calli Shanley and Judy Ayler were salaried employees of TPET, until December 31, 2024, and are also employees and/or part owners of Trio LLC. Terence B. Eschner, our President, until December 31, 2024, also works as a consultant to Trio LLC through his company Sarlan Resources, Inc. Most of Trio LLC’s personnel are part owners of TPET. Trio LLC is Operator of the South Salinas Project and of the McCool Ranch Oil Field on behalf of TPET and of the other working interest owners. Transactions between TPET and Trio LLC are related party transactions because of these relationships. As a result of the related party transactions described above, a special committee of our board of directors, currently comprised of Mr. Ross, Mr. Randall and Mr. Hunter was formed to evaluate and negotiate the terms of any such transactions. In addition, in accordance with our Related Person Transaction Policy, we will have any such transactions reviewed and approved by our Board’s Audit Committee.

Michael Peterson, our former Chief Executive Officer and a former director until July 11, 2024, Frank C. Ingriselli, a former CEO of the Company and our former Vice Chairman and a director of TPET until June 17, 2024, and Gregory L. Overholtzer, our Chief Financial Officer, are employed by Lafayette Energy Corp (“LEC”). Michael Peterson is LEC’s Chief Executive Officer, Frank C. Ingriselli is a director of LEC, and Gregory L. Overholtzer is LEC’s Chief Financial Officer. TPET and LEC both have interests in the Asphalt Ridge Asset in Utah, TPET and LEC both have working interests and options for this asset. Transactions between TPET and LEC are related party transactions because of these relationships. As a result of the related party transactions described above, a special committee of our board of directors, comprised of Mr. Pernice, Mr. Randall and Mr. Hunter to evaluate and negotiate the terms of any such future transactions. In addition, in accordance with our Related Person Transaction Policy, we will have any such future transactions reviewed and approved by our Board’s Audit Committee.

South Salinas Project Purchase

Initial Purchase and Sale Agreement

On September 14, 2021, we entered into a purchase and sale agreement where we acquired Trio LLC’s approximate 82.75% WI in the South Salinas Project for consideration of $4 million and 245,000 shares of our common stock.

Fourth Amendment to the Purchase and Sale Agreement

On December 22, 2022, we entered into the Fourth Amendment where we acquired a subsequent additional approximate 3% WI in the South Salinas Project from Trio LLC for $60,529.40. In addition, the Fourth Amendment granted us a 120-day option to acquire the Optioned Assets. The Option Fee is $150,000, which was paid by the Company to Trio LLC. The Optioned Assets are as follows:

On May 12, 2023, subsequent to the 120-day option window referenced above, TPET announced the signing of an Acquisition Agreement to potentially acquire up to 100% of the working interest in the Union Avenue Field. The Agreement was between TPET and Trio LLC, with Trio LLC acting on behalf of itself as Operator and holding a 20% working interest in Union Avenue Field as well as agreeing to act to help facilitate the acquisition by TPET of the remaining 80% working interest. As Trio LLC is partly owned and controlled by members of Trio’s management, this would have been a related party transaction, and a special committee of Trio’s board of directors (the “Trio Special Committee”) was formed to evaluate and negotiate the terms of this acquisition. TPET engaged KLSP to conduct a comprehensive analysis and valuation of the asset, which analysis was delivered to TPET and evaluated by the Trio Special Committee. However, TPET and Trio LLC did not agree on the terms and transaction was not closed.

Under the Fourth Amendment, we also agreed to start the process of pursuing and consummating additional lease acquisitions in the areas deemed by the parties to be higher priority areas lying within and around the South Salinas Project Area. Such acquisitions were approved for an aggregate purchase price not to exceed approximately $79,000.00. Some leases were acquired in February and March, 2023, as described more-fully elsewhere hereunder.

Further under the Fourth Amendment, we agreed to engage the services of a contractor to do road access work and dirt-moving work (estimated to cost approximately $170,000.00) that was necessary before the commencement of drilling the HV-1 well. We also agreed to pay a deposit (in an amount not to exceed $25,000) to secure a drilling rig to drill the HV-1 well, which was drilled in May, 2023. This deposit was not required and was not paid.

Finally, we agreed, retroactively commencing on May 1, 2022, to accrue a monthly consulting fee of $35,000.00, due and payable by the Company to Trio LLC no later than two weeks following the closing date of Company’s IPO. This fee was intended to cover the work being done for the Company by Trio LLC’s employees prior to the closing date of our IPO. This consulting fee was paid by TPET to Trio LLC.

McCool Ranch Oil Field Asset Purchase

In October 2023, TPET entered into an agreement (“McCool Ranch Purchase Agreement”) with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project. As Trio LLC is partly owned and controlled by members of TPET’s management, this was a related party transaction, and the aforementioned Trio Special Committee was involved in the evaluation and negotiation of the terms of the acquisition. TPET engaged KLSP to conduct a comprehensive analysis and valuation of the asset, which in-progress, preliminary results were delivered to TPET and evaluated by the Trio Special Committee. The Company initially recorded a payment of $100,000 upon execution of the McCool Ranch Purchase Agreement, at which time Trio LLC began refurbishment operations with respect to the San Ardo WD-1 water disposal well (the “WD-1”) to determine if it was mechanically capable of reasonably serving the produced water needs for the assets. With refurbishment successfully accomplished, the Company will pay an additional $400,000 per the McCool Ranch Purchase Agreement. TPET has paid approximately $284,000 to date for restarting production operations on the assets and has recorded a liability of $116,000 to Trio LLC as of October 31, 2024.

Asphalt Ridge Asset Purchase

On November 10, 2023, TPET entered into a Leasehold Acquisition and Development Option Agreement (the “Asphalt Ridge Option Agreement”) with Heavy Sweet Oil LLC (“HSO”). Pursuant to the Asphalt Ridge Option Agreement, the Company acquired an option to purchase up to a 20% working interest in certain leases at a long-recognized, major oil accumulation in northeastern Utah, in Uintah County, southwest of the city of Vernal. LEC also have a working interest in the Asphalt Ridge Asset. Since LEC is partly owned and controlled by current and former members of our management, transactions including acquisitions between TPET and LEC relating to the Asphalt Ridge Asset and/or to other assets constitute related party transactions and, therefore, a special committee of our board of directors, comprised of Mr. Pernice, Mr. Randall and Mr. Hunter (the “Lafayette Special Committee”) has been formed to evaluate and negotiate the terms of any such future transactions. In addition, in accordance with our Related Person Transaction Policy, we will have any such future transactions reviewed and approved by our Board’s Audit Committee. TPET will engage KLS Petroleum Consulting LLC (“KLSP”) or other third-party experts, as deemed necessary by TPET’s management and/or by the Lafayette Special Committee, to conduct comprehensive analyses and to provide valuations of such assets, which analyses will be delivered to the Company and evaluated by the Trio Special Committee.

Restricted Stock Units (“RSUs”) issued to Directors

On July 11, 2022, the Company issued 3,000 shares of its $0.0001 par common stock to each of its five outside Directors with a fair value of $5.80 per share for an aggregate grant date value of $88,200. The fair value was calculated via a third-party valuation performed using income and market methods, as well as a discounted cash flow method, with the terminal value using a market multiples method, adjusted for a lack of marketability. The shares, or RSUs, vest in full upon the six-month anniversary of the IPO, subject to the directors’ continued service on the vesting date; upon issuance, the shares will be fully paid and non-assessable. Upon consummation of the IPO, the vesting period for these shares began and for the years ended October 31, 2023 and 2022, the Company recognized stock-based compensation in the amount of $88,200 and $0, respectively, within stock-based compensation expenses on the income statement, with unrecognized expense of $0 as of the period ended October 31, 2023.

On September 2, 2023, the Company issued an aggregate 21,250 shares of its $0.0001 par common stock to four outside directors with a fair value of $12.80 per share for a grant date value of $273,275. The shares, or RSUs, vested in full upon the six-month anniversary of the vesting commencement date (or August 28, 2023), subject to the directors’ continued service on the vesting date. For the three months ended April 30, 2024 and 2023, the Company recognized stock-based compensation in the amount of $41,364 and $177,259, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended April 30, 2024.

Restricted Shares issued to Executives and Employees

In February 2022, the Company entered into employee agreements with Frank Ingriselli (Chief Executive Officer or “CEO”) and Gregory L. Overholtzer (Chief Financial Officer or “CFO”) which, among other things, provided for the grant of restricted shares in the amounts of 50,000 and 5,000, respectively, pursuant to the 2022 Equity Incentive Plan (“the Plan”). Per the terms of the employee agreements, subject to continued employment, the restricted shares vest over a two-year period, under which 25% will vest upon the earlier of three months after the IPO or six months after the grant date. After this date, the remainder vest in equal tranches every six months until fully vested. As the Plan was not adopted until October 17, 2022 (see Note 7), these shares were recorded as of that date at a fair value of $5.88 per share; such value was calculated via a third-party valuation performed using income and market methods, as well as a discounted cash flow method, with the terminal value using a market multiples method, adjusted for a lack of marketability (see Note 10). As of October 31, 2022, the Company recorded 55,000 restricted shares at a fair value of $323,400, and for the years ended October 31, 2024 and 2023, the Company recognized stock-based compensation of $155,498 and $161,700, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of October 31, 2024.

In May 2023, the Company entered into six employee agreements which, among other things, provided for the grant of an aggregate of 35,000 restricted shares pursuant to the Plan. Per the terms of the employee agreements, subject to continued employment, the restricted shares vest as follows: 25% of the shares will vest five months after the issuance date, after which the remainder vest in equal tranches every six months until fully vested. The shares were recorded on the date of issuance at a fair value of $43.00 per share for an aggregate fair value of $1,505,000, and for the years ended October 31, 2024 and 2023, the Company recognized stock-based compensation of $753,188 and $440,219, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended October 31, 2024.

On July 20, 2023, pursuant to the Ingriselli Employment Agreement (see above), the Company issued 10,000 restricted shares (subject to the Plan) as a discretionary annual bonus at a fair value of $21.40 per share to Mr. Ingriselli for an aggregate fair value of $213,000. The shares vested fully on July 24, 2023 and the Company recognized stock-based compensation of $213,000 within stock-based compensation expenses on the income statement for the period ended October 31, 2023.

On October 16, 2023, the Company and Michael L. Peterson entered into an employment agreement (the “Peterson Employment Agreement”), effective as of October 23, 2023, pursuant to which Mr. Peterson served as Chief Executive Officer of the Company, replacing Mr. Ingriselli. Pursuant to the Peterson Employment Agreement, the Company issued Mr. Peterson is a grant of 50,000 shares of restricted stock pursuant to the Company’s Omnibus Incentive Compensation Plan (the “Plan”) at a fair value of $5.40 per share for a grant date fair value of $271,000. The restricted stock grant vests over a period of two years, with 25% of the shares of restricted stock vesting six months after the Peterson Employment Agreement Effective Date, and the remainder vesting in equal tranches on each of the 12-, 18-, and 24-month anniversary dates of the Peterson Employment Agreement. For the three months ended January 31, 2024 and 2023, the Company recognized stock-based compensation of $34,153 and $0, respectively, within stock-based compensation expenses on the income statement, with unrecognized expense of $233,505 as of the period ended January 31, 2024. On March 26, 2024, the Company borrowed $125,000 from Mr. Peterson (the “Peterson Loan”), in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000 (the “Peterson Note”). As additional consideration for the Peterson Loan, the Company accelerated the vesting of 50,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. For the years ended October 31, 2024 2023, the Company recognized stock-based compensation of $267,659 and $3,341, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended October 31, 2024. The Company repaid the entire outstanding principal balance of the Peterson Loan and all accrued interest thereon on November 26, 2024.

Peterson Consulting Agreement

On July 11, 2024, Mr. Peterson delivered notice of his resignation as the Company’s Chief Executive Officer, effective on July 11, 2024. In addition, on July 11, 2024, the Company and Mr. Peterson, entered into a consulting agreement, effective as of the date of resignation and continuing through October 11, 2024. Pursuant to the Consulting Agreement, the Company paid Mr. Peterson a cash consulting fee equal to $10,000 per month, during the term of the Consulting Agreement. In addition, the Company awarded to Mr. Peterson 50,000 RSUs under the 2022 Equity Incentive Plan, which award was made after the Company’s stockholders approved an increase in the number of shares available under the 2022 Equity Incentive Plan at the 2024 Annual Meeting of Stockholders on August 15, 2024.

Ingriselli Consulting Agreement

On October 6, 2023, Mr. Ingriselli delivered notice of his resignation as the Company’s Chief Executive Officer, effective on October 23, 2023. Upon his resignation, Mr. Ingriselli continued as a director and continued to hold the title of “Vice Chairman” of the Board of Directors of the Company. In addition, on October 16, 2023, the Company and Global Venture Investments LLC (“Consultant”), a Delaware Limited Liability Company and a wholly owned consulting firm owned 100% by Mr. Ingriselli, entered into a consulting agreement, effective as of the date of resignation and continuing through December 31, 2023. Pursuant to the Consulting Agreement, the Company will pay Mr. Ingriselli a cash consulting fee equal to $10,000 per month, payable within five business days after the commencement of each calendar month during the term of the Consulting Agreement. The Consulting Agreement terminated on December 31, 2023, in accordance with its terms. Mr. Ingriselli resigned as Vice Chairman and a director of the Company on June 17, 2024.

Asphalt Ridge Option Agreement

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 (“HSO”). Pursuant to the Asphalt Ridge Option Agreement, the Company acquired an option to purchase up to a 20% production share in certain leases at a long-recognized, major oil accumulation in northeastern Utah, in Uintah County, southwest of the city of Vernal, totaling 960 acres. HSO holds the right to such leases below 500 feet depth from surface (the “Asphalt Ridge Leases”) and the Company acquired the option to participate in HSO’s initial 960 acre drilling and production program on such Asphalt Ridge Leases (the “Asphalt Ridge Option”).

The Asphalt Ridge Option had an original term of nine months, through August 10, 2024, which has been extended through February 10, 2025. Pursuant to the Asphalt Ridge Option, the Company has the exclusive right, but not the obligation, to acquire up to a 20% working interest in the Asphalt Ridge Leases for $2,000,000 (the “Purchase Price”), which may be invested in tranches, provided that the initial tranche closing occurs during the Asphalt Ridge Option period and subsequent tranches occurring as soon thereafter as practical within the Asphalt Ridge Option period, with each tranche providing the Company a portion of the ownership of the Asphalt Ridge Leases equal to 20% multiplied by a fraction, the numerator of which is the total consideration paid by the Company, and denominator of which is $2,000,000. Upon receipt of any funding from the Company pursuant to the Asphalt Ridge Option, HSO is required to pay that amount to the named operator of the properties, to pay for engineering, procurement, operations, sales, and logistics activities on the properties. The Asphalt Ridge Option Agreement provides that additional development capital is expected to be secured by HSO, and made available for the Company’s participation, by way of a reserve base lending facility (RBL), provided that if such RBL cannot be obtained or does not cover all subsequent capital costs, HSO agreed to fund a maximum of $5,000,000 of the first funding required for the development program, with the parties splitting any costs thereafter according to their ownership interests. The initial target is three wells, with an estimated cost of $5,000,000 for roads, pads, drilling, and above ground steam and storage facilities, and thereafter the parties anticipate working together to fund further well development based on their proportionate ownership thereof.

On or around the date the parties entered into the Asphalt Ridge Option Agreement, HSO entered into a Leasehold Acquisition and Development Option Agreement (the “LEC Option”) with Lafayette Energy Corp (“LEC”), of which Michael Peterson, Trio’s former Chief Executive Officer and director, is also the Chief Executive Officer and director. The LEC Option has similar terms as the Asphalt Ridge Option Agreement, except that it allows LEC to obtain a 30% interest in the Asphalt Ridge Leases and requires LEC to pay certain equity compensation to HSO.

The Company and HSO further agreed that, to the extent LEC does not fully exercise the LEC Option, the Company has the right to acquire up to all 30% of the rights set forth in the LEC Option (or such lesser amount which LEC has not exercised), from HSO, for $3,000,000 cash.

The exercise of the Asphalt Ridge Option is contingent, unless waived by the Company, upon the following: (a) HSO providing the Company the statements of revenues and direct operating expenses for the prior two years for the asset and the unaudited stub period for 2023, through the date of closing; (b) satisfactory due diligence review by the Company of HSO, the leases, the property and other information; (c) the negotiating of a mutually-acceptable joint operations agreement or other development and operations agreement(s) as agreed by the parties; and (d) HSO providing the Company an updated independent reserves report including proved undeveloped reserves (PUDs) and an estimate of gross valuation and discounted net present values, and indicating best estimate original oil-in-place (OOIP) volumes and gross (100%) contingent oil resources, as of a date no earlier than August 31, 2023, for discoveries located in Northwest Asphalt Ridge, Uinta Basin, Utah.

The Company previously exercised the Asphalt Ridge Option for a 2.25% working interest in the Asphalt Ridge Leases and has until February 10, 2025 to pay HSO an additional $1,775,000 to exercise an option for the remaining 17.75% working interest in the Asphalt Ridge Leases. If this option is not exercised on or before such date, the option will expire and the Company will forfeit any further right to acquire this additional 17.75% working interest.

Loan from former Chief Executive Officer

On March 26, 2024, the Company borrowed $125,000 from its former Chief Executive Officer, Michael L. Peterson (the “Peterson Loan”), in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000 (the “Peterson Note”). As additional consideration for the Peterson Loan, the Company accelerated the vesting of 50,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. The Company repaid the entire outstanding principal balance of the Peterson Loan and all accrued interest thereon on November 26, 2024.

Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director and executive officer to the fullest extent permitted under the NRS, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. For further information, see “Description of Our Securities-Limitations on Liability and Indemnification Matters.”

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING

Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the 2025 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit such proposals to the principal executive offices of the Company at 23823 Malibu Road, Suite 304, Malibu, CA 92065, Attention: Secretary, not later than 5:00 p.m. Eastern Time on May 1, 2026.

Stockholders intending to present a proposal at our 2026 Annual Meeting, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in the Bylaws. The Bylaws require, among other things, that in the event that the date of the 2025 Annual Meeting is not more than 30 days in advance of or not later than 60 days after the anniversary of the previous year’s annual meeting, our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day prior to the anniversary of the preceding year’s annual meeting of stockholders. Therefore, we must receive notice of such a proposal or nomination for the 2025 Annual Meeting no earlier than 5:00 p.m. Eastern Time on April 1, 2026 and no later than the 5:00 p.m. Eastern Time on May 1, 2026, if the 2026 Annual Meeting is not more than 30 days in advance of or not later than 60 days after July 30, 2026. The notice must contain the information required by our Bylaws. On the other hand, in the event that the date of the 2026 Annual Meeting is at any other time, then our Secretary must receive such written notice not earlier than the close of business on the 120^th day prior to the 2026 Annual Meeting and not later than the close of business on the later of: (1) the 90th day prior to the 2026 Annual Meeting; (2) the close of business on the tenth day following the first day we disclose the 2026 Annual Meeting date in a press release via a national news dissemination service or in a document filed with SEC pursuant to Section 13, 14, or 15(d) of the Exchange Act. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder’s compliance with this deadline.

We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

HOUSEHOLDING

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting VStock Transfer LLC. The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, NY 11598 and its telephone number is 1-212-828-8436.

2024 ANNUAL REPORT

Our 2024 Annual Report is being mailed with this Proxy Statement to those stockholders that receive this Proxy Statement in the mail. You can also access our 2024 Annual Report at https://ir.trio-petroleum.com/sec-filings/.

Our 20244Annual Report has also been filed with the SEC. It is available free of charge at the SEC’s website at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our 2024 Annual Report, including the financial statements and financial statement schedules, but excluding exhibits. All requests should be directed to the Secretary, Trio Petroleum Corp., 23823 Malibu Road, Suite 304, Malibu, CA 90265.

ANNEX A

FORM OF CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRIO PETROLEUM CORP.

A DELAWARE CORPORATION PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

Trio Petroleum Corp., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

First: That the name of this Corporation is Trio Petroleum Corp.

Second: That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on July 19, 2021 (the “Certificate of Incorporation”).

Third: That, upon the Effective Time (as hereinafter defined) of this Certificate of Amendment, the first sentence of Article THIRD of the Certificate of Incorporation, as previously amended, shall be further amended to provide as follows:

“THIRD: The total number of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Sixty Million (160,000,000) shares, consisting of (a) One Hundred Fifty Million (150,000,000) shares of Common Stock with a par value of $0.0001 (the “Common Stock”), and (b) Ten Million (10,000,000) shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”

“Fourth: That, the amendment to the Certificate of Incorporation of the Corporation herein was duly adopted by the Corporation’s Board of Directors by unanimous written consent dated June 2, 2025, and by the stockholders at a meeting of stockholders at which the necessary number of shares were voted in favor of the proposed amendment.

Fifth: That the amendment to the Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

Sixth: This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective upon the filing of this Certificate of Amendment (the “Effective Time”).

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this day of , 2025.

[Signature Page to Certificate of Amendment to Amended and Restated Certificate of Incorporation of Trio Petroleum Corp.]

ANNEX B

FORM OF
AMENDMENT NO. 2 TO
TRIO PETROLEUM CORP.
2022 EQUITY INCENTIVE PLAN

WHEREAS, Trio Petroleum Corp. (the “Company”) has adopted the 2022 Equity Incentive Plan, effective October 17, 2022, (the “2022 Plan”);

WHEREAS, the Company’s Board of Directors (the “Board”) has the authority pursuant to Section 23 of the 2022 Plan to amend the 2022 Plan, subject to the approval of the Company’s stockholders entitled to vote in accordance with applicable law, with respect to certain amendments;

WHEREAS, the Board desires to amend the 2022 Plan to (i) amend Section 5(a) of the 2022 Plan to (i) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 500,000 shares of Common Stock to 2,500,000 shares of Common Stock and (ii) amend Section 5(b) of the 2022 Plan to increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock; and

WHEREAS, on June 2, 2025 the Board approved this Amendment No. 2 to the 2022 Plan and recommended its approval to the stockholders;

NOW, THEREFORE, pursuant to the power of amendment set forth in the 2022 Plan and subject to the approval of the stockholders, the 2022 Plan is hereby amended as follows effective upon the approval by the Stockholders:

1. Section 5(a) of the 2022 Plan is amended by deleting it in its entirety and replacing it with the following:

“(a) Subject to adjustment under Section 12 hereof, there is hereby reserved for issuance under the Plan 2,500,000 shares of Common Stock of the Company, which may be authorized but unissued or treasury shares.”

2. Section 5(a) of the 2022 Plan is amended by deleting it in its entirety and replacing it with the following:

“(b) If there is a lapse, expiration, termination or cancellation of any Stock Option granted under this Plan prior to the issuance of shares in connection with such option, or if shares are issued under the Plan in connection with an Award hereunder and thereafter such shares are reacquired by the Company, those shares may again be used for new Awards under the Plan. In addition, any shares exchanged or surrendered by a Participant as full or partial payment of the exercise price under any Stock Option exercised under this Plan, any shares retained by the Company pursuant to a Participant’s tax withholding election, and any shares covered by an Award which is settled in cash, shall be added back to the shares available for Awards under the Plan. The Board shall determine the appropriate methodology for calculating the number of Shares available for issuance pursuant to the Plan. Notwithstanding the above, the maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options during the term of the Plan shall not exceed 2,500,000 shares.”

3. Except as hereinabove amended and modified, the 2022 Plan shall remain in full force and effect.

4. A majority in voting interest of the stockholders present in person or by proxy and entitled to vote at the meeting of stockholders at which this Amendment No. 2 to the 2022 Equity Incentive Plan was considered, has duly approved this Amendment No. 2 to the 2022 Equity Incentive Plan.

IN WITNESS WHEREOF, this Amendment No. 2 to the 2022 Equity Incentive Plan is made effective this day of , 202.

ANNEX C

FORM OF
AMENDMENT NO. 2 TO
TRIO PETROLEUM CORP.
2022 EQUITY INCENTIVE PLAN

WHEREAS, Trio Petroleum Corp. (the “Company”) has adopted the 2022 Equity Incentive Plan, effective October 17, 2022, (the “2022 Plan”);

WHEREAS, the Company’s Board of Directors (the “Board”) has the authority pursuant to Section 23 of the 2022 Plan to amend the 2022 Plan, subject to the approval of the Company’s stockholders entitled to vote in accordance with applicable law, with respect to certain amendments;

WHEREAS, the Board desires to amend the 2022 Plan to (i) amend Section 5(a) of the 2022 Plan to (i) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 500,000 shares of Common Stock to 2,500,000 shares of Common Stock; (ii) amend Section 5(b) of the 2022 Plan to increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock; and (iii) add a new Section 5(c) to the 2022 Plan to provide that on each November 1^st, through and including November 1, 2031, a number of shares of common stock will be added to the 2022 Plan equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding October 31^st and (ii) an amount determined by our Board; and

WHEREAS, on June 2, 2025 the Board approved this Amendment No. 2 to the 2022 Plan and recommended its approval to the stockholders;

NOW, THEREFORE, pursuant to the power of amendment set forth in the 2022 Plan and subject to the approval of the stockholders, the 2022 Plan is hereby amended as follows effective upon the approval by the stockholders:

1. Section 5(a) of the 2022 Plan is amended by deleting it in its entirety and replacing it with the following:

“(a) Subject to adjustment under Section 12 hereof, there is hereby reserved for issuance under the Plan 2,500,000 shares of Common Stock of the Company, which may be authorized but unissued or treasury shares.”

2. Section 5(a) of the 2022 Plan is amended by deleting it in its entirety and replacing it with the following:

“(b) If there is a lapse, expiration, termination or cancellation of any Stock Option granted under this Plan prior to the issuance of shares in connection with such option, or if shares are issued under the Plan in connection with an Award hereunder and thereafter such shares are reacquired by the Company, those shares may again be used for new Awards under the Plan. In addition, any shares exchanged or surrendered by a Participant as full or partial payment of the exercise price under any Stock Option exercised under this Plan, any shares retained by the Company pursuant to a Participant’s tax withholding election, and any shares covered by an Award which is settled in cash, shall be added back to the shares available for Awards under the Plan. The Board shall determine the appropriate methodology for calculating the number of Shares available for issuance pursuant to the Plan. Notwithstanding the above, the maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options during the term of the Plan shall not exceed 2,500,000 shares.”

3. A new Section 5(c) of the 2022 Plan is added to the 2022 Plan to provide the following:

“(c) The number of shares reserved for issuance under the Plan shall be increased each year on November 1, 2025, such that on each November 1^st after this Amendment No. 2 to the 2022 Equity Incentive Plan is effective, through and including November 1, 2031, a number of shares of common stock will be added to the 2022 Plan equal to the lesser of:

4. Except as hereinabove amended and modified, the 2022 Plan shall remain in full force and effect.

5. A majority in voting interest of the stockholders present in person or by proxy and entitled to vote at the meeting of stockholders at which this Amendment No. 2 to the 2022 Equity Incentive Plan was considered, has duly approved this Amendment No. 2 to the 2022 Equity Incentive Plan.

IN WITNESS WHEREOF, this Amendment No. 2 to the 2022 Equity Incentive Plan is made effective this day of , 202.

ANNEX D

FORM OF
AMENDMENT NO. 2 TO
TRIO PETROLEUM CORP.
2022 EQUITY INCENTIVE PLAN

WHEREAS, Trio Petroleum Corp. (the “Company”) has adopted the 2022 Equity Incentive Plan, effective October 17, 2022, (the “2022 Plan”);

WHEREAS, the Company’s Board of Directors (the “Board”) has the authority pursuant to Section 23 of the 2022 Plan to amend the 2022 Plan, subject to the approval of the Company’s stockholders entitled to vote in accordance with applicable law, with respect to certain amendments;

WHEREAS, the Board desires to amend the 2022 Plan to (i) amend Section 5(a) of the 2022 Plan to (i) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 500,000 shares of Common Stock to 2,500,000 shares of Common Stock; (ii) amend Section 5(b) of the 2022 Plan to increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock; and (iii) to add a new Section 5(c) to the 2022 Plan to provide that on each November 1^st, through and including November 1, 2031, a number of shares of common stock will be added to the 2022 Plan equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding October 31^st and (ii) an amount determined by our Board; and

WHEREAS, on June 2, 2025 the Board approved this Amendment No. 2 to the 2022 Plan and recommended its approval to the stockholders;

NOW, THEREFORE, pursuant to the power of amendment set forth in the 2022 Plan and subject to the approval of the stockholders, the 2022 Plan is hereby amended as follows effective upon the approval by the stockholders:

1. A new Section 5(c) of the 2022 Plan is added to the 2022 Plan to provide the following:

“(c) The number of shares reserved for issuance under the Plan shall be increased each year on November 1, 2025, such that on each November 1^st after this Amendment No. 2 to the 2022 Equity Incentive Plan is effective, through and including November 1, 2031, a number of shares of common stock will be added to the 2022 Plan equal to the lesser of:

2. Except as hereinabove amended and modified, the 2022 Plan shall remain in full force and effect.

5. A majority in voting interest of the stockholders present in person or by proxy and entitled to vote at the meeting of stockholders at which this Amendment No. 2 to the 2022 Equity Incentive Plan was considered, has duly approved this Amendment No. 2 to the 2022 Equity Incentive Plan.

IN WITNESS WHEREOF, this Amendment No. 2 to the 2022 Equity Incentive Plan is made effective this day of , 202.