Trio Petroleum Corp. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of James Blake as a Class II Director
Effective as of October 21, 2024, the Board of Directors (the “Board”) of Trio Petroleum Corp. (the “Company”) appointed James Blake, as a member of the Board to serve as a Class II Director filling the vacancy created by the previous resignation of Michael L. Peterson. On October 21, 2024, the Company and Mr. Blake executed an offer letter (“Offer Letter”), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Form 8-K”), pursuant to which the Company has agreed to award Mr. Blake 250,000 shares of restricted stock (“Restricted Stock”) under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), all of which vest on the six (6) month anniversary of the date of grant, subject to Mr. Blake’ being a director, employee or consultant or advisor to the Company on such vesting date, and subject to the terms and conditions of the Restricted Stock Grant Agreement entered into by and between the Company and Mr. Blake on October 21, 2024. The Offer Letter also provides for Mr. Blake to receive the same compensation payable to all other independent directors of the Company, to be reimbursed for reasonable expenses in connection with the performance of his duties as a member of the Board and to be covered under the Company’s Directors and Officers Liability Insurance Policy.
James Blake was appointed a director of the Company on October 21, 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. Mr. Blake is qualified to serve as a director of the Company because of his years of financial experience.
Mr. Blake has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Blake and any other persons pursuant to which he was selected as a director.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events
Restricted Stock Grant Agreements to Independent Director and Chief Financial Officer
Effective as of October 21, 2024, the Board approved the awards of 250,000 shares of the Restricted Stock, pursuant to the 2022 Plan, to each of the following independent directors, including John Randall, Thomas J. Pernice, and William J. Hunter, all of which Restricted Stock shall vest within three months after the date of grant, subject to the terms of the Restricted Stock Grant Agreements evidencing such awards. Furthermore, on the same day, the Board also approved the award of 200,000 shares of Restricted Stock to Company’s Chief Financial Officer, Greg Overholtzer, pursuant to the 2022 Plan, which shall vest within six months after the date of grant, subject to the terms of the Restricted Stock Grant Agreement entered into to evidence such award.
Press Release
On October 23, 2024, the Company issued a press release announcing, among other things, the appointment of Mr. Blake as a member of the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit | |
| 10.1 | Offer Letter to Robin Ross, dated October 21, 2024. | |
| 99.1 | Trio Petroleum Press Release, dated October 23, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trio Petroleum Corp. | ||
| Date: October 23, 2024 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |