SecProbe.io

CORRESP
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filename1.htm

October
23, 2024

Lily
Dang / Karl Hiller

Division
of Corporation Finance

Office
of Energy and Transportation

Securities
and Exchange Commission

Washington
DC 29549

USA

Dear
Lily Dang / Karl Hiller,

Re:
Form 20F for Fiscal year ended December 31, 2023, File: 000-55539

In
addition to our response letter dated October 22, 2024:

    4.
    Financial
    Statements, page F-1

We
have now received a draft audit report from our auditor with respect to the draft financial statements attached to our draft 20F/A submitted
for your review.

We
enclose a draft copy of the audit report for your review

I
look forward to your response.

Kind
regards,

    /s/
    David Thompson

    David
    Thompson CPA

    CFO
    and Director

Suite
700 – 838 West Hastings Street, Vancouver V6B0A6, Canada

    REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and

Stockholders
of Trillion Energy International Inc.

Opinion
on the Consolidated Financial Statements

We
have audited the accompanying consolidated statements of financial position of Trillion Energy International Inc. (the “Company”)
as of December 31, 2023 and 2022, and the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’
equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial
statements”).

In
our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 2023 and 2022, and the results of its consolidated operations and its consolidated cash flows for each of
the years in the two-year period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by
the International Accounting Standards Board (“IFRS”).

The consolidated financial statements
for the year ended December 31, 2021 were previously prepared in accordance with accounting principles generally accepted in the United
States of America (“US GAAP”). These consolidated statements prepared under US GAAP were audited by another auditor whose
report dated April 29, 2022 expressed an unmodified opinion on those consolidated financial statements, prior to any adjustments applied
to restate certain comparative information to comply with IFRS.

We
have audited the adjustments that were applied to restate certain comparative information to comply with IFRS in the year ended December
31, 2021. In our opinion, such adjustments are appropriate and have been properly applied.

We
were not engaged to audit, review, or apply any procedures to the consolidated financial statements of the Company for the year ended
December 31, 2021, other than with respect to the adjustments. Accordingly, we do not express an opinion or any other form of assurance
on the 2021 consolidated financial statements taken as a whole.

Restatement

As
discussed in Note 27 to the consolidated financial statements, the 2023 consolidated financial statements have been restated to correct
a misstatement. Our opinion is not modified in respect of this error.

Material
Uncertainty Related to Going Concern

The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has a negative working capital position, has accumulated deficits, and
negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Basis
for Opinion

These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

    MNP
    LLP

    Suite
    2000, 112 - 4th Avenue SW, Calgary AB, T2P 0H3
    1.877.500.0792
    T: 403.263.3385 F: 403.269.8450

We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

Critical
Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures
that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters
or on the accounts or disclosures to which they relate.

Assessment
of impairment indicators and the impact of estimated oil and gas reserves on oil and gas assets Critical Audit Matter Description

Refer
to Note 2 (h) Material Accounting Policies and Note 6 Oil and Gas Properties.

The
total book value of oil and gas properties amounted to $52.5 million as at December 31, 2023. The Company uses estimated total proved
oil and gas reserves to deplete its oil and gas assets, to assess for indicators of impairment or impairment reversal on each of the
Company’s cash generating units (“CGU”) and if any such indicators exist, to perform an impairment test to estimate
the recoverable amount of a CGU.

Information
considered by management in assessing indicators of impairment may include: (i) Plans to discontinue or dispose of the asset before the
previously expected date; (ii) Significant reductions in estimates or reserves; (iii) Significant cost overrun on a capital project;
(iv) Significant increases in the expected cost of dismantling assets and restoring the site; and (v) Production difficulties.

The
Company depletes its net carrying value of oil and gas properties using the unit-of-production method by reference to the ratio of production
in the period to the related total proved oil and gas reserves, taking into account estimated forecasted future development costs necessary
to bring those reserves into production.

The
estimated proved oil and gas reserves includes significant assumptions related to:

● Forecasted
                                            oil and gas commodity prices;

● Forecasted
                                            production volumes;

● Forecasted
                                            operating costs;

● Forecasted
                                            royalty costs; and,

● Forecasted
                                            future development costs.

The
Company engages independent third-party reserve evaluators to estimate proved oil and gas reserves.

We
considered this a critical audit matter due to the significance of the oil and gas properties, the significant judgment required to evaluate
the results of our audit procedures regarding the estimate of oil and gas reserves and the judgments made by management in its assessment
of indicators of impairment related to oil and gas properties, which have resulted in a high degree of subjectivity in performing audit
procedures related to these judgments applied by management.

Audit
Response

We
responded to this matter by performing procedures in relation to the estimate of oil and gas reserves as at December 31, 2023 and the
assessment of impairment indicators of oil and gas properties. Our audit work in relation to this included, but was not restricted to,
the following:

● We
                                            assessed the period for which the Company has the right to explore and produce by comparing
                                            the remaining production life of the properties to the Company’s license and evaluated
                                            whether the oil and gas titles are in good standing by agreeing the rights to produce and
                                            explore to government agency websites, and other regulatory bodies, as applicable.

● Read
                                            the Board of Directors’ minutes and obtained budget approvals to evidence continued
                                            and planned exploration expenditure for 2024, which included evaluating results of current
                                            year work programs and management’s longer-term plans.

● Evaluated
                                            the reasonableness of management’s assessment of impairment indicators which included
                                            the assessment of external and internal factors that could be considered indicators of impairment
                                            on the Company’s oil and gas properties by considering evidence obtained in other areas
                                            of the audit.

● With respect to the estimate of proved oil and gas reserves as at December
                                            31, 2023:

  ● We
                                            evaluated the competence, capabilities and objectivity of the independent third-party reserve
                                            evaluators engaged by the Company.

  ● We
                                            compared forecasted oil and gas commodity prices to those published by other independent
                                            third- party reserve evaluators.

  ● We
                                            compared the actual production, operating costs, royalty costs and development costs of the
                                            Company to those estimates used in the prior year’s estimate of proved oil and gas
                                            reserves to assess the Company’s ability to accurately forecast.

  ● We
                                            evaluated the appropriateness of forecasted production and forecasted operating costs, royalty
                                            costs and future development costs assumptions by comparing to historical results.

  ● We
                                            consulted with local specialists in Turkey to assess compliance with laws and regulations.

  ● We
                                            examined management’s calculation of depletion by comparing amounts to the underlying
                                            source data and performing recalculations.

Going
Concern

Critical
Audit Matter Description

As
described in Note 1 to the consolidated financial statements, there are material uncertainties regarding the Company’s ability
to execute its business plan and continue in the normal course of operations. The Company’s ability to continue as a going concern
is dependent upon its ability to obtain additional financing.

We
identified the going concern assessment of the Company as a critical audit matter due to the significant assumptions and judgments made
by management in estimating future cash flows, which are subject to high degree of uncertainty.

This
matter is also described in the “Material Uncertainty Related to Going Concern” section of our report.

Audit
response

We
responded to this matter by performing audit procedures relating to going concern. Our audit work in relation to this included, but was
not restricted to, the following:

  ●
  We obtained management’s position paper which included
management’s plans to mitigate the uncertainty and supporting calculations (including the 12-month cash-flow forecast) to determine
whether use of the going concern assumption is appropriate.

  ●
  We tested significant assumptions and judgments made by management
in their supporting calculations (including the 12-month cash-flow forecast).

  ●
  We assessed the adequacy of the going concern disclosure included
in Note 1 to the consolidated financial statements and considered whether these appropriately reflected the assessments that management
performed.

Chartered
Professional Accountants

We have served as the Company’s auditor since 2022. Calgary, Canada

●,
2024, except for the restatement paragraph above, and Notes 1, 21, 24, and 27, as to which the date is ●, 2024