UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): (September 30, 2026)
(Exact name of registrant as specified in its charter)
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Item 1.01. Entry Into a Material Definitive Agreement.
On September 25, 2026, Trio Petroleum Canada, Corp. (“Trio Canada”), a wholly owned subsidiary of Trio Petroleum Corp (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”), with Marlin Resources Ltd. (“Marlin”), pursuant to which Trio Canada has agreed to purchase Marlin’s interests in twenty-four oil wells, which includes four producing wells and twenty shut-in heavy-oil assets, so described in the Agreement (“Assets”) in exchange for a cash fee in the amount of CAD$800,000, the conveyance by Trio Canada to Marlin of certain assets and interests in agreements held by Trio Canada, and entry into a disposal agreement pursuant to which Trio Canada will dispose of water produced from wells at certain sites for which Marlin acts as an operator.
The Agreement was subject to standard satisfaction of closing conditions, including delivery of no interest letters and conveyances to Trio Canada, and the conveyance by Trio Canada in the assets and interests to Marlin as described above. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD
On September 30, 2026, the Company issued a press release announcing the signing of the Agreement. A copy of such release is furnished hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit | |
| 10.1* | Purchase and Sale Agreement dated September 25, 2026, by and between Trio Petroleum Canada, Corp. and Marlin Resources Ltd. | |
| 99.1 | Press Release dated September 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted exhibit or schedule to the SEC upon request.
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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: September 30, 2026 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
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