8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2024

Trio Petroleum Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-41643	87-1968201
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5401 Business Park, Suite 115

Bakersfield, CA 93309

(661) 324-3911

(Address and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Frank C. Ingriselli as the Company’s Chief Executive Officer

On June 17, 2024, Frank C. Ingriselli delivered to the Board of Directors (“Board”) of Trio Petroleum Corp. (the “Company”) a notice of his resignation as a director and as Vice Chairman of the Board, effective immediately.

Mr. Ingriselli’s decision to resign was not as a result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.

Reappointment of Stan Eschner as Vice Chairman of the Board

Effective as of June 17, 2024, and as a result of Mr. Ingriselli’s resignation as Vice Chairman of the Board, Stan Eschner stepped down from his position as Chairman of the Board and the Board appointed him as Vice Chairman of the Board to replace Mr. Ingriselli in that position.

Appointment of Robin Ross as a Director and Chairman of the Board

Effective as of June 17, 2024, the Board appointed Robin Ross, a former director of the Company, as a Director and the Chairman of the Board to replace Mr. Eschner in that position. On June 19, 2024, the Company’s Compensation Committee 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”) with Mr. Ross, pursuant to which the Company has agreed to award Mr. Ross 1,000,000 restricted stock units (“RSUs”) under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). As there are only 455,000 shares remaining for issuance under the 2022 Plan, 450,000 RSUs were awarded immediately and the remaining 550,000 RSUs will be awarded to Mr. Ross, if and when, the number of shares available under the 2022 Plan have been increased, with shareholder approval, and there are a sufficient number of shares available for such additional award of RSUs. RSUs vest, with respect to 25% of the RSUs within six months after the date of issuance and the remaining RSUs will vest in equal amounts quarterly thereafter. The Offer Letter also provides for Mr. Ross 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 Chairman of the Board and to be covered under the Company’s Directors and Officers Liability Insurance Policy.

Mr. Ross previously served as a director of the Company from August 2021 until 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.

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Mr. Ross 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. Ross 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 Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events

On June 20, 2024, the Company issued a press release announcing, among other things, Mr. Ingriselli’s resignation as a director and Vice Chairman of the Board, the reappointment of Mr. Eschner as Vice Chairman of the Board and the appointment of Mr. Ross as a director and Chairman of the Board. A copy of the press release is filed as Exhibit 99.1 to this 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 June 19, 2024.
99.1	Trio Petroleum Press Release, dated June 20, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 21, 2024	By:	/s/ Michael L. Peterson
	Name:	Michael L. Peterson
	Title:	Chief Executive Officer

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EX-10.1

Exhibit 10.1

June 20, 2024

Trio Petroleum Corp

5401 Business Park South, Suite 115

Bakersfield, CA 93309

Mr. Stan Eschner, Chairman

schner@triopetroleum.com (661) 706-2738

and

Mr. Thomas J. Pernice, Chairman Compensation Committee

tjpernice@modenahc.com

Mr. Robin Ross

17963 Foxborough Lane

Boca Raton Florida 33496

Dear Robin,

On behalf of the Board of Directors of Trio Petroleum Corp, we are pleased to extend an offer for you to join our company as the Chairman of the Board of Directors. Your extensive experience and visionary leadership make you an ideal candidate for this pivotal role.

In recognition of your acceptance of this position, Trio Petroleum Corp is offering you one million Restricted Stock Units (RSUs) with 450,000 RSUs being issued now and 550,000 RSUs to be issued once an increase of shares are approved for the 2022 Equity Incentive Plan by shareholders (expected to occur at our annual shareholder meeting on August 15, 2024). These RSUs will begin vesting within six months from the date of issue. The vesting schedule is as follows:

- 25% of the RSUs will vest six months after the date of issue.

- The remaining 75% will vest equally over the next twelve months on a quarterly basis.

In addition, you will be compensated along the same terms as the current directors’ fee schedule. You will also be reimbursed for reasonable expenses incurred in connection with the performance of your duties. Furthermore, you will be covered under the company’s officers and directors insurance policy.

We believe that your strategic insights and leadership will be instrumental in guiding Trio Petroleum Corp towards continued growth and success. We are excited about the prospect of you joining our team and look forward to the valuable contributions you will bring to our company.

This offer letter supersedes and replaces any prior offer letters presented to you.

Please indicate your acceptance of this offer by signing below and returning a copy of this letter to us.

Sincerely,

/s/ Thomas J. Pernice

Thomas J. Pernice

Chairman, Compensation Committee

Trio Petroleum Corp

I, Robin Ross, accept the position of Chairman of the Board of Directors at Trio Petroleum Corp and the associated terms and conditions as outlined above.

Signature:	/s/ Robin Ross
Date:	June 20, 2024

EX-99.1

Exhibit 99.1

Trio Petroleum Appoints Robin Ross Chairman and Board Director

Trio Co-Founder Rejoins Company and Management Team

Bakersfield, CA, June 20, 2024 -- Trio Petroleum Corp. (NYSE American: “TPET”, “Trio” or the “Company”), a California-based oil and gas company, today announced Trio co-founder and former board member Robin Ross has returned to the Company’s board of directors as Chairman as of June 17, 2024. As part of the transition, Trio’s Current Chairman and co-founder Stan Eschner has become Vice Chairman of the Board and former CEO Frank Ingriselli, who has been serving as Vice Chairman, has resigned as a director, also effective as of June 17^th.

“We are pleased to welcome Robin back to the board of Trio and have him assume this important leadership role with the Company. His breadth of experience in finance, merchant banking and strategic development of emerging companies will add another tremendous resource for Trio and all of its stakeholders,” commented Michael Peterson, CEO of Trio. “Robin is a prolific entrepreneur having founded multiple successful private and public ventures in a wide range of industries, including resources, oil and gas and merchandising, all of which will benefit Trio and its shareholders as we continue to increase production and diversify the Company,” added Mr. Peterson.

“I look forward to helping to build Trio into the success we envisioned when we founded the Company,” commented Mr. Ross.

“On behalf of the board of directors and our management team, I wish to thank Frank Ingriselli for his many contributions to Trio. From helping to form the Company, leading our successful Initial Public Offering (IPO) and ultimately successfully launching Trio on the NYSE American. We wish Frank all of the continued success in his future endeavors,” said Mr. Peterson.

About Trio Petroleum Corp.

Trio Petroleum Corp. is an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California, and Uintah County, Utah. In Monterey County, Trio owns an 85.75% working interest in 9,245 acres at the Presidents and Humpback oilfields in the South Salinas Project, and a 21.92% working interest in 800 acres in the McCool Ranch Field. In Uintah County, Trio owns a 2.25% working interest in 960 acres and options to acquire up to a 20% working interest in the 960 acres, in an adjacent 1,920 acres, and in the greater 30,000 acres of the Asphalt Ridge Project.

Cautionary Statement Regarding Forward-Looking Statements

All statements in this press release of Trio Petroleum Corp. (“Trio”) and its representatives and partners that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words “estimates,” “believes,” “hopes,” “expects,” “intends,” “on-track”, “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Acts and are subject to the safe harbor created by the Acts. Any statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Trio’s control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Risk Factors section of Trio’s Annual Report on Form 10-K and Amendment No. 1 thereto, both filed with the Securities and Exchange Commission (SEC). Copies are of such documents are available on the SEC’s website, www.sec.gov . Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Investor Relations Contact:

Redwood Empire Financial Communications
Michael Bayes
(404) 809 4172
michael@redwoodefc.com

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Cover [Abstract]
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Document Period End Date	Jun. 17, 2024
Entity File Number	001-41643
Entity Registrant Name	Trio Petroleum Corp.
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Entity Address, Address Line Two	Suite 115
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