Trillion Energy (CSE: TCF) links debenture settlement to CAD$10M equity financing
Rhea-AI Filing Summary
Trillion Energy International Inc. has agreed with holders of its 12.0% convertible debentures to a debenture settlement structure through a Fourth Supplemental Indenture, conditional on completing a new equity financing. As of January 31, 2026, the debentures carried a total amount due of CAD$16,379,828.49, including CAD$14,999,000 principal and CAD$1,380,828.49 interest. The company plans a brokered prospectus equity offering for cash proceeds of at least CAD$10,000,000, to be completed on or before September 30, 2026. If this financing closes, the amounts due under the debentures will be settled as set out in the Fourth Supplemental Indenture, including revised conversion pricing linked to the lowest equity issue price under the financing. If the financing is not completed for at least the targeted amount by September 30, 2026, the supplemental indenture terminates and the full amount due, including any forgiven portion, becomes immediately payable.
Positive
- None.
Negative
- Refinancing risk and repayment pressure: Settlement of the CAD$16.38M debenture obligation depends on closing a CAD$10M equity financing by September 30, 2026; failure would make the full amount immediately due and payable, increasing near-term liquidity risk.
Insights
Trillion restructures costly debentures, but outcome hinges on a CAD$10M equity raise.
Trillion Energy is working with holders of its CAD$15,000,000 12.0% convertible debentures to modify terms via a Fourth Supplemental Indenture. As of January 31, 2026, total principal and accrued interest reached CAD$16,379,828.49, all contractually due.
The amended structure depends on completing a brokered prospectus equity financing of at least CAD$10,000,000 by September 30, 2026. Conversion pricing for debenture holders will reference the lowest equity price used in that financing, which can increase dilution if shares are sold at a low price.
If the required financing is not completed by the stated date, the Fourth Supplemental Indenture automatically terminates and the entire amount due under the debentures, including any forgiven portion, becomes immediately payable. Subsequent disclosures will clarify whether the financing closes and how the amendments affect leverage.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 27, 2026
Commission File Number: 000-55539
TRILLION ENERGY INTERNATIONAL INC.
(Translation of registrant’s name into English)
Suite 700, 838 West Hastings Street
Vancouver, BC, V6C 0A6
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. ☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On March 27, 2026, Trillion Energy International Inc. issued the news release filed herewith as Exhibit 99.1 announcing a debentures settlement agreement, where both the company and debenture holders signed an extraordinary resolution to enter into a fourth supplemental debenture indenture.
| Exhibit No. | ||
| 99.1 | News Release March 27, 2026 – Trillion Energy Announces Debenture Settlement Agreement |
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, thereunto duly authorized.
| TRILLION ENERGY INTERNATIONAL INC. | |
| /s/ David Thompson | |
| David Thompson | |
| Director, Audit Committee Chair | |
| March 30, 2026 |
Exhibit 99.1
Trillion Energy Announces Debenture Settlement Agreement
March 27, 2026 - Vancouver, B.C. - Trillion Energy International Inc. (“Trillion” or the “Company”) (CSE: TCF) (OTCQB: TRLEF) (Frankfurt: Z62) announces that further to the convertible debenture indenture entered into between the Company and debentureholders dated April 20, 2023 and as supplemented from time to time thereafter for aggregate principal amount of $15,000,000 at 12.0% interest for convertible debentures of the Company (the “Convertible Debentures”), holders (the “Debenture Holders”) representing at least 66-2/3% of the principal amount of the Convertible Debentures have signed an extraordinary resolution dated March 20, 2026, authorizing the Company and the debenture trustee Odyssey Trust, to enter into a fourth supplemental debenture indenture (the “Fourth Supplemental Indenture”) to amended various terms of the Indenture as described below.
As of March 20, 2026, the Company owes principal and interest to the Debenture Holders, all of which is currently due in the amount of CAD$16,379,828.49 as of January 31, 2026 (principal amount of CAD$14,999,000 plus interest of CAD$1,380,828.49) plus interest accrued to March 20, 2026 (the “Amount Due”).
The Company intends to use its best efforts to raise new equity capital for cash consideration through a brokered prospectus offering to investors for an amount not less than CAD$10,000,000 (the “Financing Amount”) to conclude at or before September 30, 2026 (the “Financing”).
The Company and the Debenture Holders entered into the Fourth Supplemental Indenture dated March 20, 2026 and, provided the Company completes the Financing for aggregate proceeds of not less than the Financing Amount, the Amounts Due shall be settled and satisfied in the manner set out in the Fourth Supplemental Indenture (collectively, the “Amendments”).
Subject to and conditional upon the Company completing the Financing for aggregate proceeds of not less than the Financing Amount:
| A. | The Debenture Holders shall convert $11,000,000 of the Amount Due (the “Converted Amount”) to common shares of the Company at the same price and terms of the Financing completed by the Company. In the event that the Company completes the Financing in one or more separate tranches or offerings, the Debenture Holders shall only be obligated to convert the Convertible Debentures hereunder when the cumulative total raised from the Financing meets or exceeds the Financing Amount; and |
| B. | The remaining portion of the Amount Due (approximately $5.37 million) shall be written off and fully forgiven by the Debenture Holders (the “Forgiven Amount”). |
In the event the Financing is completed in more than one tranche or offering at different offering prices, the Debenture Holder’s conversion price shall be equal to the lowest price at which equity capital is issued under the Financing.
In the event the Company does not complete the Financing for aggregate proceeds of not less than the Financing Amount Financing on or before September 30, 2026, this Fourth Supplemental Indenture shall terminate and be of no force and effect after such date, and the Amount Due owing under the Convertible Debentures shall immediately become due and payable, including for greater certainty the Forgiven Amount.
A copy of the Fourth Supplemental Indenture will be filed on SEDAR+ under the Company’s profile at www.sedarplus.ca.
About the Company
Trillion Energy International Inc is focused on oil and natural gas production for Europe and Türkiye with natural gas assets in Türkiye. The Company is 49% owner of the SASB natural gas field, a Black Sea natural gas development and a 19.6% (except three wells with 9.8%) interest in the Cendere oil field. More information may be found on www.sedarplus.ca, and our website.
Contact
Sean Stofer, Chairman
Brian Park, VP of Finance
1-778-819-1585
E-mail: info@trillionenergy.com
Website: www.trillionenergy.com