Good morning. Welcome to the 2026 Annual Meeting of Stockholders of Trio Petroleum Corp. My name is Robin Ross. I am the Chief Executive Officer and Chairman of Trio Petroleum Corp. Today, I will be serving as the chair of the annual meeting of stockholders. At this time, I would like to call the meeting to order.
As a reminder, on this virtual audio meeting, all participants are in a listen-only mode, and this meeting is being recorded. I'd like to begin by introducing the current members of the company's board of directors that are attending today's meeting online. Joining us today, in addition to myself, are William J. Hunter, Director, John Randall, Director, Thomas J. Pernice, Director, and James Blake, Director.
Also in attendance at today's meeting online are Gregory Overholtzer, our Chief Financial Officer, and Scott Miller and William Nicholas from Ellenoff Grossman & Schole LLP, the company's legal counsel, who will be serving as Secretary of the annual meeting of stockholders. Notice of today's meeting has been duly given and proxy materials have been made available to holders of our common stock as March 26, 2026, the record date.
As of the record date, there were 32,377,399 shares of common stock entitled to cast a total of 32,377,399 votes at this meeting. Heather Obi of Broadridge is serving today as Inspector of Election. Her oath as Inspector of Election has been submitted and will be appended to the minutes of this meeting. She has reported that stockholders owning at least 1/3 of the voting power entitled to vote are present in person or by proxy.
Therefore, a quorum is present for today's meeting, and I declare this meeting duly and lawfully convened. I will now cover procedures for the meeting. Please remember that you may vote your shares online at www.virtualshareholdingmeeting.com/tpet2026 any time during this meeting prior to the closing of the poll. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is needed.
If you are a record holder and wish to change your vote or did not send in a proxy and wish to cast your vote now or have not cast your vote, you may cast your vote by electronic ballot at www.virtualshareholdermeeting.com/tpet2026 at this or any time until the closing of the poll. The results of the voting on the proposals will be announced at the end of the meeting.
Final vote totals will be included in our filings with the Securities and Exchange Commission within four business days from today. An agenda that outlines the order of business for the meeting has been made available on the portal in which you are using to attend this meeting. The stockholders will vote on the following matters at the meeting.
Number one, to elect 1 Class III director. Number two, to approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of common stock if deemed necessary by our board of directors by a ratio of not less than one for two and not more than one for 10, with the exact ratio to be set at a whole number within this range as determined by our board of directors in its sole discretion.
Number three, to approve an amendment to Section 5 of the company's 2022 Equity Incentive Plan, as amended, to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 plan from 2,952,383 shares of common stock to 6,452,383 shares of common stock by adding 3,500,000 shares of common stock.
Four, to ratify the appointment of Bush & Associates CPA LLC, as our independent registered public accounting firm for the year ending October 31st, 2026. As previously stated, William Nicholas will serve as Secretary of the meeting and record the proceedings.
An affidavit has been delivered to Broadridge Corporate Issuer Solutions, LLC, the registrar, and transfer agent for our common stock as to the mailing of the proxy materials, which were mailed on April 7th, 2026, to all stockholders of record as of the close of business on March 26th, 2026, which is the record date of this meeting, including a copy of the company's annual report on Form 10-K for the fiscal year ended October 31st, 2025, which is being filed with the Securities and Exchange Commission.
This affidavit of mailing is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. I will now discuss the procedures of transacting the business of the meeting. First, some general meeting guidelines. This is a virtual audio meeting.
The meeting agenda can be found on the homepage of the portal you are using to attend this meeting, www.virtualshareholdermeeting.com/tpet2026. The meeting will take place as described in the agenda. Voting is allowed during the meeting. As provided in the proxy material, stockholders will not be able to ask questions during this meeting, but were given the opportunity to submit any questions at www.proxyvote.com until 11:59 P.M. Eastern Time on Wednesday, May 20th, 2026.
We will do our best to answer any questions submitted that are pertinent to this meeting, subject to time constraints. Any questions that cannot be answered at the meeting will be posted and answered on our website at https://trio-petroleum.com as soon as practical after this meeting. We may have omitted any questions, if they were, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious, or statements already made.
In addition, no audio or video recordings of this meeting are permitted. A full explanation of the rules of conduct for this meeting can be found in the virtual meeting portal located in the meeting materials section. Before we begin, please note that any non-historical statements that I or other representatives of the company may make today will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995.
You are cautioned that actual results could differ materially and adversely from these statements as a result of significant risks and uncertainties, including the risks that the company has cited in its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission, and that we typically cite in our press release.
Moreover, the company expressly disclaims any obligation to update any forward-looking statements made, except as required by law. Also, I'd like to remind everyone that this meeting is not a public forum for the purposes of the SEC's Regulation FD. As a result, while we would be happy to provide you with general background information about the company, we will not be able to provide you with material non-public information at this meeting.
I now declare the polls open for voting on the items on today's agenda. I will turn to the discussion of the first item of business. The first item of business before the meeting is the election of one Class III director. The proxy statement beginning on page seven lists the company's nominee for election as a Class III director.
The candidate for election as a Class III director was nominated to serve as a Class III director by the company's nominating and corporate governance committee and the board of directors. The candidate is Robin Ross.
In accordance with the amended and restated bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nomination for the one Class III director closed. The proposal to elect a one Class III director as described in the proxy statement is now in order.
The second item of business before the meeting is the approval of an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of common stock, if deemed necessary by our board of directors, by a ratio of not less than one for two and not more than one for 10, with the exact ratio to be set at a whole number within this range, as determined by our board of directors in its sole discretion.
This proposal, which is proposal number two, was discussed in the proxy statement beginning on page eight. The proposal to approve the amendment to the amended and restated certificate of incorporation is now in order.
The third item of business before the meeting is the approval of an amendment to our 2022 Plans to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 2,952,383 shares of common stock to 6,452,383 shares of common stock by adding 3.5 million shares of common stock.
This proposal, which is proposal number three, is discussed in the proxy statement beginning on page 11. The proposal to approve the above-mentioned amendment to the 2022 Plan is now in order. The fourth item of business before the meeting is to ratify the appointment of Bush & Associates CPA LLC as the company's independent registered public accounting firm for the fiscal year ending October 31st, 2026. This proposal, which is proposal number four, is discussed in the proxy statement beginning on page 16.
A motion to ratify Bush & Associates CPA LLC's appointment as described in the proxy statement is now in order. There being no further votes on the items set forth in the agenda, I hereby declare the polls closed on voting at this meeting. I understand that the votes have been counted, and the preliminary report of the inspector of elections has been delivered to the company.
The preliminary report of the inspector of elections indicates that Robin Ross has been elected as a Class III director by the stockholders. The candidate received the highest number of affirmative votes cast by holders of the voting stock present in person or represented by proxy and entitled to vote on such proposal at the annual meeting.
Number two, the amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of common stock, if deemed necessary by our board of directors by a ratio of not less than one for two and not more than one for 10, with the exact ratio to be set at a whole number within this range, as determined by our board of directors in its sole discretion, was approved by stockholders.
Such proposal received the affirmative vote of a majority of the votes cast by holders of the voting stock present in person or represented by proxy and entitled to vote on such proposal at the annual meeting.
Number three, the amendment to our 2022 plan to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 plan from 2,952,383 shares of common stock to 6,452,383 shares of common stock by adding three and a half million shares of common stock was approved by the stockholders.
Such proposal received the affirmative vote of a majority of the votes cast by holders of the voting stock present in person or represented by proxy and entitled to vote on such proposal at the annual meeting. Number four, the appointment of Bush & Associates CPA LLC, as the company's independent registered public accounting firm for the fiscal year ended October 31st, 2026, has been ratified by the stockholders.
Such proposal received the affirmative vote of the majority of the voting stock present in person or represented by proxy entitled to vote at the meeting. The certificate of the inspector of election with the final tabulation will be filed with the minutes of this meeting, and the final results of the proposals voted on will be disclosed in a current report on Form 8-K announcing the results of this annual meeting to be filed within four business days.
I will now turn to the discussion of the final report of the inspector of election. I hereby request that the final report of the inspector of election be filed with the minutes of this meeting. You've now heard the results of the voting, and this completes the business to be conducted at this meeting.
Since there are no other matters to come before the meeting, I hereby declare this meeting adjourned. I would like to take this opportunity to thank you for your attendance and interest. At this time, the formal part of the meeting has been adjourned.
Since there were no questions submitted by stockholders to be answered at this meeting, this concludes the meeting. Thank you for your attendance.
This now concludes the meeting. Thank you for joining, and have a pleasant day.