TPET / Trio Petroleum Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Calculation of Filing Fee Tables Form S-3 (Form Type) TRIO PETROLEUM CORP (Exact Name of Registrant as Specified in its Charter)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TRIO PETROLEUM CORP (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value of $0.

As filed with the Securities and Exchange Commission on September 4, 2025

As filed with the Securities and Exchange Commission on September 4, 2025 Registration No.

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2025, between Trio Petroleum Corp, a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the terms of a series of Unsecured Convertible Notes, dated as of the date hereof, between the Co

TRIO PETROLEUM CORP Unsecured Original Discount Convertible Promissory Note

Exhibit 4.2 THE SECURITIES EVIDENCED BY THIS NOTE (INCLUDING WITHOUT LIMITATION THE SHARES ISSUSABLE UPON CONVERSION OF THIS NOTE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY TO OR F

TRIO PETROLEUM CORP Unsecured Original Discount Convertible Promissory Note

Exhibit 4.1 THE SECURITIES EVIDENCED BY THIS NOTE (INCLUDING WITHOUT LIMITATION THE SHARES ISSUSABLE UPON CONVERSION OF THIS NOTE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY TO OR F

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): August 15, 2025

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): August 15, 2025 Trio Petroleum Corp (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission Fil

TRIO PETROLEUM CORP Unsecured Original Discount Convertible Promissory Note

Exhibit 4.3 THE SECURITIES EVIDENCED BY THIS NOTE (INCLUDING WITHOUT LIMITATION THE SHARES ISSUSABLE UPON CONVERSION OF THIS NOTE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY TO OR F

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): August 1, 2025

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): August 1, 2025 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission Fil

CONSULTING AGREEMENT

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made effective as of August 1, 2025 (the “Effective Date”), by and between Stan Eschner (“Eschner” or “Consultant”), an individual, and Trio Petroleum Corp (“Company”). RECITALS A. Consultant is the Company’s departing Vice-Chairman. B. Following Consultant’s resignation as a board director of the Company effective August 1, 2025, Cons

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): July 30, 2025 Trio Petroleum Corp

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): July 30, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Trio Petroleum Corp.

Exhibit 99.1 Trio Petroleum Corp. California, May 23, 2025 (GLOBE NEWSWIRE) — Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company, has decided to suspend operations at McCool Ranch and will terminate its efforts to acquire a working interest in the project. We have made this determination, because, under previously negotiated terms, natural g

Mutual Termination Agreement, dated May 27, 2025, by and between Trio Petroleum Corp. and Trio Petroleum LLC

Exhibit 10.1 mutual termination AGREEMENT This Mutual Termination Agreement (this “Agreement”) is dated as of May 27, 2025 (the “Effective Date”) by and between Trio Petroleum LLC, a California limited liability company (the “Seller”) and Trio Petroleum Corp., a Delaware corporation (the “Purchaser”). The Seller and the Purchaser are sometimes hereafter referred to each as a “Party” and collective

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): May 27, 2025 Trio Petroleum Corp.

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): May 27, 2025 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

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): May 20, 2025

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): May 20, 2025 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

Amendment to Amended and Restated Bylaws of Trio Petroleum Corp.

Exhibit 3.1 Amendment to Amended & Restated Bylaws of Trio Petroleum Corp. (a Delaware corporation) Trio Petroleum Corp. (the “Corporation”) a corporation duly organized and existing under the General Corporation Law of the State of Delaware, does hereby amend Article 2.8 of the Corporation’s Amended & Restated Bylaws (the “Bylaws”) in its entirety as follows: 2.8 Quorum. Unless otherwise provided

Trio completes acquisition of cash flow positive oil and gas assets in prolific heavy oil region of Saskatchewan Canada

Exhibit 99.1 Trio completes acquisition of cash flow positive oil and gas assets in prolific heavy oil region of Saskatchewan Canada Bakersfield, CA, May 21, 2025 – Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company, today is pleased to announce that it has closed on the balance of certain petroleum and natural gas properties held by Novacor

Letter of Intent, dated as of May 15, 2025, entered into by and between the Company and Heavy Sweet Oil LLC

Exhibit 10.1 Trio Petroleum Corp. 23823 Malibu Road, Suite 304 Malibu, CA 90265 May 15, 2025 Heavy Sweet Oil LLC 2511 S Redwood Dr. Suite 16 Wood Cross, CT 84087 Re: Letter of Intent Dear Mr. Byle, This letter of intent (this “LOI”) summarizes the principal terms and conditions under which Trio Petroleum Corp. (“Trio”) and Heavy Sweet Oil LLC (“HSO’ and collectively hereafter sometimes referred to

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

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): May 15, 2025 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

Trio enters into Letter of Intent to acquire 2000 acres in P.R. Spring Utah, one of largest tar-sand deposits in North America

Exhibit 99.1 Trio enters into Letter of Intent to acquire 2000 acres in P.R. Spring Utah, one of largest tar-sand deposits in North America outside of Canada. California May 20, 2025 – Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company, is pleased to announce it has entered into a Letter of Intent to acquire 2000 acres at P.R. Spring, Unita

Trio Petroleum Corp. 23823 Malibu Road, Suite 304 Malibu, CA 90265

Trio Petroleum Corp. 23823 Malibu Road, Suite 304 Malibu, CA 90265 May 20, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Purcell and Kevin Dougherty Re: Trio Petroleum Corp. Registration Statement on Form S-3 Initially Filed April 28, 2025 File No. 333-

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 Registration No.

Trio Petroleum Corp. 23823 Malibu Road, Suite 304 Malibu, CA 90265

Trio Petroleum Corp. 23823 Malibu Road, Suite 304 Malibu, CA 90265 VIA EDGAR May 14, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Washington, D.C. 20549 Attn: Michael Purcell Kevin Dougherty Re: Trio Petroleum Corp. Registration Statement on Form S-3 Filed April 28, 2025 File No. 333-286803 Ladies and Gentleman: Trio Petroleum Corp.

As filed with the Securities and Exchange Commission on April 28, 2025

As filed with the Securities and Exchange Commission on April 28, 2025 Registration No.

Consulting Agreement, dated as of January 1, 2025, between Trio Petroleum Corp. and Redwood Empire Financial Communications LLC

Exhibit 10.1

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TRIO PETROLEUM CORP.

Amendment No.6 to Leasehold Acquisition and Development Option Agreement, dated as of April 9. 2025

Exhibit 10.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 9, 2025 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

Unsecured Original Discount Convertible Promissory Note, dated April 11, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on April 17, 2025).

Exhibit 4.1 THE SECURITIES EVIDENCED BY THIS NOTE (INCLUDING WITHOUT LIMITATION THE SHARES ISSUSABLE UPON CONVERSION OF THIS NOTE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY TO OR F

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 11, 2025 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission Fil

Amended and Restated Convertible Promissory Note, dated as of April 17, 2025. (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on April 17, 2025).

Exhibit 4.2 THE SECURITIES EVIDENCED BY THIS NOTE (INCLUDING WITHOUT LIMITATION THE SHARES ISSUSABLE UPON CONVERSION OF THIS NOTE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY TO OR F

Trio Petroleum Corp. 5401 Business Park South , Suite 115 Bakersfield, CA 93309

Trio Petroleum Corp. 5401 Business Park South , Suite 115 Bakersfield, CA 93309 VIA EDGAR April 14, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Sandra Wall Re: Trio Petroleum Corp. Form 10-K for Fiscal Year Ended October 31, 2024 Filed January 17, 2025 File No. 001-41643 Dear Ms. Wall: Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 3) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 3) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO

Loan and Note Purchase Agreement, dated as of April 4, 2025, by and between Trio Petroleum Corp. and Trio Petroleum Canada, Corp.

Exhibit 10.2 Loan and Note Purchase Agreement By and Among Trio Petroleum Corp. And Trio Petroleum Canada, Corp. Table of Contents Article I. Definitions and Interpretation 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. Loan; Purchase and Sale of Note 3 Section 2.01 Loan. 3 Section 2.02 Deliverables at Closing. 3 Section 2.03 Closing. 3 Article III. Representatio

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): April 4, 2025

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): April 4, 2025 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

Promissory Note, issued by Trio Petroleum Canada, Corp. to Trio Petroleum Corp., dated as of April 4, 2025.

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPIN

Asset Purchase Agreement, dated as of April 4, 2025, by and among, Trio Petroleum Corp., Trio Petroleum Canada, Corp., and Novacor Exploration Ltd.

Exhibit 10.1 EXECUTION VERSION Asset Purchase Agreement BY AND AMONG Trio Petroleum Corp. Trio Petroleum Canada, Corp. AND Novacor Exploration Ltd. TABLE OF CONTENTS PAGE ARTICLE I. Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions 6 ARTICLE II. Purchase and Sale 7 Section 2.01 Assets. 7 Section 2.02 Purchase Price. 7 Section 2.03 Closing 7 Section 2.

Trio acquires producing cash flow positive oil and gas assets in prolific heavy oil region of Saskatchewan Canada

Exhibit 99.1 Trio acquires producing cash flow positive oil and gas assets in prolific heavy oil region of Saskatchewan Canada Bakersfield, CA, April 10, 2025 – Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company, today is pleased to announce that it has closed on certain petroleum and natural gas properties held by Novacor Exploration Ltd. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CO

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 2025 Registration Statement No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Trio Petroleum Corp.

As filed with the Securities and Exchange Commission on February 28, 2025

As filed with the Securities and Exchange Commission on February 28, 2025 Registration No.

Consulting Agreement with Redwood Empire Financial Communications, LLC, dated January 1, 2025.

Exhibit 10.52

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO

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): November 20, 2024

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): November 20, 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

Amendment No. 4 to Leasehold Acquisition and Development Option Agreement, dated as of [__]. 2024

Exhibit 10.1

Amendment No. 5 to Leasehold Acquisition and Development Option Agreement, dated as of January 27, 2025.

Exhibit 10.2

Form of Lockup Agreement in connection with the offering (included as an Exhibit to the Placement Agency Agreement).

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [ ], 2025 Trio Petroleum Corp. 5401 Business Park, Suite 115 Bakersfield CA 93309 Attention: Robin Ross, Chief Executive Officer Dear Mr. Ross: This agreement (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Trio Petroleum Corp., a Delaware corporation (the “Company”), pursuant to which the Placem

Form of Securities Purchase Agreement between the Company and the investors in the offering.

Exhibit 10.35 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2025, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

As filed with the Securities and Exchange Commission on February 5, 2025

As filed with the Securities and Exchange Commission on February 5, 2025 Registration No.

Amendment No. 5 to Leasehold Acquisition and Development Option Agreement.

Exhibit 10.49

Amendment to NovaCor LOI, dated January 29, 2025.

Exhibit 10.50

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Trio Petroleum Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee (1)(3) Carry Forward Form Type Carry Forward File Number Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO

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): January 28, 2025

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): January 28, 2025 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission F

Amendment No. 1 to Promissory Note, dated January 28, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on January 29, 2025).

Exhibit 4.1 EXECUTION VERSION January 28, 2025 AMENDMENT NO. 1 TO PROMISSORY NOTE This serves as Amendment No. 1 to Promissory Note (“Amendment”) with an original issuance date of August 6, 2024 (the “Note”), issued by Trio Petroleum Corp. (the “Maker” or the “Company”) to Target Capital 1 LLC (the “Holder”). All initially capitalized terms not otherwise defined herein shall have the meanings give

Note Exchange Agreement, dated as of January 28, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 29, 2025).

Exhibit 10.1 EXECUTION VERSION NOTE EXCHANGE AGREEMENT THIS NOTE EXCHANGE AGREEMENT (the “Agreement”), dated as of January 28, 2025, is entered into by and among TRIO PETROLEUM CORP., a Delaware corporation (the “Company”), and Target Capital 1 LLC (the “Holder”). WHEREAS, pursuant to a Securities Purchase Agreement dated August 6, 2024, between the Company and the Holders (the “Purchase Agreement

Code of Ethics (filed with 2024 Annual Report on Form 10-K, filed with the Commission on January 17, 2025).

Exhibit 14.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CORP. (Exa

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): January 16, 2025

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): January 16, 2025 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission F

Company retires remaining Outstanding Convertible Investments

Exhibit 99.1 Company retires remaining Outstanding Convertible Investments Bakersfield, CA, January 16, 2025 (GLOBE NEWSWIRE) — Trio Petroleum Corp (NYSE American: “TPET”, “Trio” or the “Company”), a California-based oil and gas company, announced that as of January 7,2025, the Company had fully repaid senior secured convertible promissory notes with an aggregate principal of $1.6 million (the “No

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): January 1, 2025

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): January 1, 2025 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission Fi

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): January 2, 2025

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): January 2, 2025 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission Fi

Independent Contractor Agreement between the Company and Greg Overholtzer, dated as of January 1, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 8, 2025).

Exhibit 10.1 Independent Contractor Agreement Dated as of January 1, 2025 This Independent Contractor Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between Trio Petroleum Corp., a Delaware corporation (the “Company”) and Greg Overholtzer (“Contractor”). Each of the Company and Contractor may be referred to herein individually a

Trio to acquire producing oil and gas assets in prolific heavy oil region of Saskatchewan Canada

Exhibit 99.1 Trio to acquire producing oil and gas assets in prolific heavy oil region of Saskatchewan Canada Bakersfield, CA, December 19, 2024 – Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company, today is pleased to announce that it has entered into a non-binding Letter of Intent (“LOI”) for the acquisition of a 100% working interest in c

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): December 19, 2024

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): December 19, 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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Trio Petroleum Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee (1)(3) Carry Forward Form Type Carry Forward File Number Ca

Form of Lockup Agreement in connection with the offering (included as an Exhibit to the Underwriting Agreement).

Exhibit 1.1 TRIO PETROLEUM CORP. UNDERWRITING AGREEMENT [●] Shares of Common Stock [●] Pre-funded Warrants to Purchase [●] Shares of Common Stock [], 2024 SPARTAN CAPITAL SECURITIES, LLC As Representative of the several Underwriters listed in Schedule I hereto c/o Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, New York 10006 Ladies and Gentlemen: Trio Petroleum Corp., a Delaware

As filed with the Securities and Exchange Commission on November 29, 2024

As filed with the Securities and Exchange Commission on November 29, 2024 Registration No.

TPET / Trio Petroleum Corp. / Ayrton Capital LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* TRIO PETROLEUM CORP. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 89669L108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

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): November 5, 2024

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): November 5, 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 F

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): November 4, 2024

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): November 4, 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 F

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Trio Petroleum Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed with the Commission on November 4, 2024)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRIO PETROLEUM CORP. A DELAWARE CORPORATION PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Trio Petroleum Corp., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: First: That t

Trio Petroleum Corp announces reverse stock split

Exhibit 99.1 Trio Petroleum Corp announces reverse stock split Bakersfield, CA, November 4, 2024 (GLOBE NEWSWIRE) – Trio Petroleum Corp. (NYSE American: “TPET”, “Trio” or the “Company”), a California-based oil and gas company, today announced that it will proceed with a 1-for-20 reverse stock split (“Reverse Stock Split”) of its outstanding shares of common stock following approval by its board of

Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 21, 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 F

Trio Petroleum Corp. Announces Appointment of James Blake to its Board of Directors, Strengthening Financial and Strategic Expertise

Exhibit 99.1 Trio Petroleum Corp. Announces Appointment of James Blake to its Board of Directors, Strengthening Financial and Strategic Expertise Bakersfield, CA, October 23, 2024 (GLOBE NEWSWIRE) – Trio Petroleum Corp. (NYSE American: “TPET”, “Trio” or the “Company”), a California-based oil and gas company, is pleased to announce the appointment of James Blake to its Board of Directors. James bri

Offer Letter to Robin Ross, dated October 21, 2024.

Exhibit 10.1 TRIO PETROLEUM CORP. October 21, 2024 James Blake Re: Offer Letter Dear Mr. Blake: Trio Petroleum Corp., a Delaware corporation (the “Company”, “we”, “us” or similar terminology), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your partic

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): September 26, 2024

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): September 26, 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

Amendment No. 1 to Unsecured Subordinated Promissory Note, dated September 26, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on September 27, 2024).

Exhibit 10.2

Amendment No. 3 to Leasehold Acquisition and Development Option Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, filed with the Commission on September 27, 2024).

Exhibit 10.3

Sales Agreement, dated September 26, 2024, between the Company and Spartan Capital Securities, LLC

Exhibit 10.1 TRIO PETROLEUM CORP. COMMON STOCK SALES AGREEMENT September 26, 2024 Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, NY 10006 Ladies and Gentlemen: Trio Petroleum Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agr

TRIO PETROLEUM CORP. Up to $4,800,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement 333-281813 PROSPECTUS SUPPLEMENT (To Prospectus dated September 10, 2024) TRIO PETROLEUM CORP.

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): September 16, 2024

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): September 16, 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

Amendment No. 2 to Amended and Restated Senior Secured Convertible Promissory Note, dated September 16, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on September 19, 2024).

Exhibit 10.1 Execution Version September 16, 2024 AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This serves as Amendment No. 2 to Amended and Restated Senior Secured Convertible Promissory Note (“Amendment”) with an original issuance date of April 16, 2024 and an Amended and Restated Note Issuance Date of April 24, 2024 (the “Note”), issued by Trio Petroleum Co

Amendment No. 1 to Senior Secured 10% Original Issue Discount Convertible Promissory Note, dated September 16, 2024.

Exhibit 10.3 Execution Version September 16, 2024 AMENDMENT NO. 1 TO SENIOR SECURED 10% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE This serves as Amendment No. 1 to Senior Secured 10% Original Discount Convertible Promissory Note (“Amendment”) with an original issuance date of June 27, 2024 (the “Note”), issued by Trio Petroleum Corp. (the “Maker” or the “Company”) to LLC (the “Holder”).

Amendment No. 2 to Secured Convertible Promissory Note, dated September 16, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on September 19, 2024).

Exhibit 10.2 Execution Version September 16, 2024 AMENDMENT NO. 2 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This serves as Amendment No. 2 to Senior Secured Convertible Promissory Note (“Amendment”) with an original issuance date of April 24, 2024 (the “Note”), issued by Trio Petroleum Corp. (the “Maker” or the “Company”) to LLC (the “Holder”). All initially capitalized terms not otherwise def

Media Advertising Agreement, dated September 9, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on September 12, 2024).

Exhibit 10.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 9, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CORP.

Trio Petroleum Corp. 5401 Business Park South, Suite 115 Bakersfield, CA 93309

Trio Petroleum Corp. 5401 Business Park South, Suite 115 Bakersfield, CA 93309 September 6, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Purcell Re: Trio Petroleum Corp. Registration Statement on Form S-3 Initially Filed August 28, 2024 File No. 333-28

Form of Indenture relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness

Exhibit 4.1 TRIO PETROLEUM CORP., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.01 Issuable in Series

As filed with the Securities and Exchange Commission on September 5, 2024

As filed with the Securities and Exchange Commission on September 5, 2024 Registration Number 333-281813 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TRIO PETROLEUM CORP. 13,189,204 Shares of Common Stock Offered by the Selling Shareholders

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-280980 TRIO PETROLEUM CORP. 13,189,204 Shares of Common Stock Offered by the Selling Shareholders This prospectus relates to the resale of up to 13,189,204 shares of common stock, par value $0.0001 per share (“Common Stock”), of Trio Petroleum Corp. (“we,” “us,” “our,” “Trio,” “TPET” or the “Company”), which is equal an aggregate of

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Trio Petroleum Corp.

As filed with the Securities and Exchange Commission on August 28, 2024

As filed with the Securities and Exchange Commission on August 28, 2024 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TRIO PETROLEUM CORP.

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): August 14, 2024 Trio Petroleum Co

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): August 14, 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 Fi

As filed with the Securities and Exchange Commission on August 16, 2024

As filed with the Securities and Exchange Commission on August 16, 2024 Registration No.

Amendment No. 1 to Amended and Restated Senior Secured Convertible Promissory Note, dated August 14, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on August 16, 2024).

Exhibit 10.1 August 14, 2024 AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This serves as Amendment No. 1 to Amended and Restated Senior Secured Convertible Promissory Note (“Amendment”) with an original issuance date of April 16, 2024 and an Amended and Restated Note Issuance Date of April 24, 2024 (the “Note”), issued by Trio Petroleum Corp. (the “Maker”) to

Promissory Note in the principal amount of $255,225, with an issue date of August 6, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on August 8, 2024).

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOTE [OR ANY CERTIFICATES EVIDENCING SECURITIES ISSUED UPON CONVERSION OF THIS NOTE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN E

Second Amendment to Leasehold Acquisition and Development Agreement, dated August 5, 2024, entered into by and between Trio Petroleum Corp and Heavy Sweet Oil LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on August 8, 2024).

Exhibit 10.2

As filed with the Securities and Exchange Commission on August 8, 2024

As filed with the Securities and Exchange Commission on August 8, 2024 Registration No.

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): August 5, 2024

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): August 5, 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 Fil

Reserve Attributable to Trio Petroleum Corp. South Salinas Area for Phased and Full Development

Exhibit 99.3 Reserves Attributable to Trio Petroleum Corp South Salinas Area for Phased and Full Development Effective Date April 30, 2024 SEC Reserve Definitions & Pricing Guidelines Prepared for Trio Petroleum Corp June 2024 KLS Petroleum Consulting LLC KLS Petroleum Consulting LLC 3333 S. Bannock St., Ste 500 Englewood, Colorado 80113 June 28, 2024 Mr. Michael L. Peterson Chief Executive Office

Securities Purchase Agreement between the Company and the Investor signatory thereto, dated as of August 6, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on August 8, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 6, 2024, by and between TRIO PETROLEUM CORP., a Delaware corporation, with its address at 5401 Business Park, Suite 115, Bakersfield, CA 93309 (the “Company”), and TARGET CAPITAL 1 LLC, an Arizona limited liability company, with its address at 144 Hillside Village, Rio Grande, PR 007

Company Provides Update on Asphalt Ridge Project, Utah Now Using More-Powerful Downhole-Heater at the New 2-4 Well First Oil Production Expected August-September 2024 Drilling of Third Well Planned August-September 2024 Option Period to Acquire Remai

Exhibit 99.1 Company Provides Update on Asphalt Ridge Project, Utah Now Using More-Powerful Downhole-Heater at the New 2-4 Well First Oil Production Expected August-September 2024 Drilling of Third Well Planned August-September 2024 Option Period to Acquire Remaining 17.75% Working Interest Extended to October 10 Bakersfield, CA, August 8, 2024 – Trio Petroleum Corp (NYSE American: “TPET”, “Trio”

Securities Purchase Agreement between the Company and the Investor signatory thereto, dated as of August 1, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on August 5, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 1, 2024, by and between TRIO PETROLEUM CORP., a Delaware corporation, with its address at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623

Promissory Note in the principal amount of $152,000, with an issue date of August 1, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on August 5, 2024).

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOTE [OR ANY CERTIFICATES EVIDENCING SECURITIES ISSUED UPON CONVERSION OF THIS NOTE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN E

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): August 1, 2024

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): August 1, 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 Fil

As filed with the Securities and Exchange Commission on July 24, 2024

As filed with the Securities and Exchange Commission on July 24, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TRIO PETROLEUM CORP.

Company Appoints New Chief Executive Officer Co-Founder and Chairman Robin Ross Accepts Expanded Role

Exhibit 99.1 Company Appoints New Chief Executive Officer Co-Founder and Chairman Robin Ross Accepts Expanded Role Bakersfield, CA, July 15, 2024 – Trio Petroleum Corp (NYSE American: “TPET”, “Trio” or the “Company”), a California-based oil and gas company, today announced that it has appointed Robin Ross as its new Chief Executive Officer, effective July 11, 2024. Mr. Ross recently rejoined the C

As filed with the Securities and Exchange Commission on July 15, 2024

As filed with the Securities and Exchange Commission on July 15, 2024 Registration No.

Form of Pre-Funded Warrant for Investors in this Offering.

Exhibit 4.12 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TRIO PETROLEUM CORP. Warrant Shares: Issue Date:, 2024 Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or af

Form of Securities Purchase Agreement between the Company and the investors in the offering.

Exhibit 10.46 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Trio Petroleum Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee (1)(3) Carry Forward Form Type Carry Forward File Number Ca

Reserve Attributable to Trio Petroleum Corp. South Salinas Area for Phased and Full Development

Exhibit 99.3 Reserves Attributable to Trio Petroleum Corp South Salinas Area for Phased and Full Development Effective Date April 30, 2024 SEC Reserve Definitions & Pricing Guidelines Prepared for Trio Petroleum Corp June 2024 KLS Petroleum Consulting LLC Reserves Attributable to Trio Petroleum Corp., South Salinas Project June 28, 2024 Table of Contents 1 Location and Geologic Setting 4 2 Develop

Form of Employment Agreement between the Company and Robin Ross, dated as of July 11, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on July 15, 2024).

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made by and between Robin Ross (“Executive”) and Trio Petroleum Corp (the “Company”). Executive and the Company, each a “Party,” are collectively referred to as the “Parties.” This Agreement shall be effective as of July 11, 2024 (the “Effective Date”). WITNESSETH: WHEREAS, the Company d

Form of Consulting Agreement between the Company and Michael L. Peterson, dated as of July 21, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on July 15, 2024).

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made effective as of July 11, 2024 (the “Effective Date”), by and between Michael L. Peterson (“Peterson” or “Consultant”), an individual, and Trio Petroleum Corp. (“Company”). RECITALS A. Consultant is the Company’s departing Chief Executive. B. Following Consultant’s resignation as an employee and officer of the Company effective Jul

Form of Lockup Agreement in connection with the offering (included as an Exhibit to the Placement Agency Agreement).

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [ ], 2024 Trio Petroleum Corp. 5401 Business Park, Suite 115 Bakersfield CA 93309 Attention: Robin Ross, Chief Executive Officer Dear Mr. Ross: This agreement (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Trio Petroleum Corp., a Delaware corporation (the “Company”), pursuant to which the Placem

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): July 9, 2024

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): July 9, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

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 28, 2024 (June 27, 2024)

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 28, 2024 (June 27, 2024) Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation)

Registration Rights Agreement between the Company and the Investors, dated June 27, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the Commission on June 28, 2024.

Exhibit 10.2 Execution Copy REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 27, 2024, by and among Trio Petroleum Corp. (the “Company”), and each Person identified on the signature pages hereto as an “Investor” (together with their respective successors and assigns, each an “Investor”). WHEREAS, the Company has agreed to provide certain regist

Securities Purchase Agreement between the Company and the Investors signatory thereto, dated as of June 27, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on June 28, 2024).

Exhibit 10.1 Execution Copy SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Investor” and collectively the “Investors”). WHEREAS, subject to the terms and c

Form of Voting Agreement

Exhibit 10.4 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made and entered into as of June , 2024, by and among Trio Petroleum Corp. (the “Company”) and each person listed on Schedule A hereto (each, a “Stockholder”). The Company and each Stockholder are sometimes individually referred to as a “Party,” and they are sometimes collectively referred to as the “Parties.” WHEREAS, the C

Security Agreement between the Company and the Secured Parties signatory thereto, dated as of June 27, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on June 28, 2024).

Exhibit 10.3 Execution Copy SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 27, 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), with corporate headquarters at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the Company and each other Person who becomes

Common Stock Purchase Warrant, dated June 27, 2024 (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on June 28, 2024).

Exhibit 4.2 Execution Copy NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EF

Senior Secured 10% Original Issue Discount Convertible Promissory Note (Aggregate Principal Amount of $800,000, dated June 27, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on June 28, 2024).

Exhibit 4.1 Execution Copy THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

Trio Petroleum Appoints Robin Ross Chairman and Board Director Trio Co-Founder Rejoins Company and Management Team

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

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

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

Offer Letter to Robin Ross, dated June 19, 2024.

Exhibit 10.1 June 20, 2024 Trio Petroleum Corp 5401 Business Park South, Suite 115 Bakersfield, CA 93309 Mr. Stan Eschner, Chairman [email protected] (661) 706-2738 and Mr. Thomas J. Pernice, Chairman Compensation Committee [email protected] 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 pleas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO

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): May 8, 2024

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): May 8, 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 N

Letter from BF Borgers CPA PC.

Exhibit 16.1

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): May 1, 2024

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): May 1, 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 N

Amended and Restated Security Agreement between the Company and the Secured Parties signatory thereto, dated as of April 24, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on April 25, 2024).

Exhibit 10.2 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT, which amends and restated that certain Security Agreement, dated a April 16, 2024, between the Company and the Initial Purchaser) (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) effective on April 24, 2024, between Trio Petroleum Corp., a

Senior Secured Convertible Promissory Note with an original issuance date of April 24, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on April 25, 2024).

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Amended and Restated Senior Secured Convertible Promissory Note with an original issuance date of April 16, 2024 and an amended and restated note issuance date of April 24, 2024 (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on April 25, 2024).

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Amended and Restated Securities Purchase Agreement between the Company and the Investors signatory thereto, dated as of April 24, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on April 25, 2024).

Exhibit 10.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2024, between Trio Petroleum Corporation., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”

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): April 24, 2024

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): April 24, 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 Fil

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): April 18, 2024 Trio Petroleum Cor

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): April 18, 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 Fil

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): April 16, 2024

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): April 16, 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 Fil

Securities Purchase Agreement, dated as of April 16, 2024, by and between the Company and the Investor signatory thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 16, 2024, between Trio Petroleum Corporation., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”). WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in reliance upon an exemption from

Senior Secured Convertible Promissory Note

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Security Agreement, dated as of April 16, 2024, by and between the Company and the Secured Party signatory thereto

Exhibit 10.2 EXECUTION VERSION SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) executed on April 16, 2024 and becoming effective on the Effective Date, between Trio Petroleum Corp., a Delaware corporation (the “Company”), with corporate headquarters at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 9450

Amendment to Transaction Documents dated April 5, 2024,

Exhibit 10.1 AMENDMENT TO TRANSACTION DOCUMENTS This Amendment to Securities Purchase Agreement and Senior Secured Original Issue 7% Discount Convertible Promissory Note (this “Amendment”) is dated as of April 5, 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Inve

As confidentially submitted to the Securities and Exchange Commission on April 8, 2024. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

As confidentially submitted to the Securities and Exchange Commission on April 8, 2024.

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): April 2, 2024 Trio Petroleum Corp

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): April 2, 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 5, 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

Securities Purchase Agreement between the Company and the Investor signatory thereto, dated as of March 27, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on April 8, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2024, by and between TRIO PETROLEUM CORP., a Delaware corporation, with its address at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623

Promissory Note in the principal amount of $211,500, with an issue date of March 27, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on April 8, 2024).

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOTE [OR ANY CERTIFICATES EVIDENCING SECURITIES ISSUED UPON CONVERSION OF THIS NOTE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN E

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): March 26, 2024 Trio Petroleum Cor

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): March 26, 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 Fil

Trio Petroleum Corp. Unsecured Subordinated Promissory Note in the principal amount of $125,000, with an issuance date of March 26, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on April 1, 2024).

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CO

Trio Petroleum Announces Notice of Noncompliance with NYSE American Listing Standards

Exhibit 99.1 Trio Petroleum Announces Notice of Noncompliance with NYSE American Listing Standards Bakersfield, CA, March 1, 2024 – Trio Petroleum Corp (NYSE American: TPET) (“TPET”, “Trio” or the “Company”), a California-based oil and gas company, today announced that on February 26, 2024, it received a deficiency letter (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating t

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): March 1, 2024 Trio Petroleum Corp

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): March 1, 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

Trio Petroleum Corp. 4115 Blackhawk Circle, Suite 100 Danville, CA 94506

Trio Petroleum Corp. 4115 Blackhawk Circle, Suite 100 Danville, CA 94506 February 7, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Liz Packebusch Re: Trio Petroleum Corp. Registration Statement on Form S-1 Initially Filed January 29, 2024 File No. 333-276751 De

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): February 5, 2024 Trio Petroleum C

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): February 5, 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 F

Form of Letter Agreement Amending the Senior Secured Original Issue 7% Discount Convertible Promissory Note by and between Trio Petroleum Corp. and the Investor, dated February 5, 2024.

Exhibit 10.1 Trio Petroleum Corp. February 5, 2024 L1 Capital Global Opportunities Master Fund Attention: Mr. David Feldman Dear Mr. Feldman: Reference is made to that certain Senior Secured Original Issue 7% Discount Convertible Promissory Note (the “Note”) issued to you on October 4, 2023. Based upon your conversions of the Note beginning February 1, 2024, Trio Petroleum Corp. (“TPET”) owes you

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CORP. (Exa

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed with the Commission on January 29, 2024).

Exhibit 19.1 Insider Trading Compliance Manual TRIO PETROLEUM CORP. Adopted: November 27, 2023 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Trio Petroleum Corp., a Delaware corporation (the “Company”), has adopted the poli

As filed with the Securities and Exchange Commission on January 29, 2024.

As filed with the Securities and Exchange Commission on January 29, 2024. Registration No. 333-275313 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdicti

As filed with the Securities and Exchange Commission on January 29, 2024.

As filed with the Securities and Exchange Commission on January 29, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorporation or organization) (Pr

Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K filed with the Commission on January 29, 2024).

Exhibit 97 TRIO PETROLEUM CORP EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 27, 2023 The Board of Directors (the “Board”) of Trio Petroleum Corp.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TRIO PETROLEUM CORP.

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of January 22, 2024, Trio Petroleum Corp. (“we,” “our,” “us” or the “Company”) had the following one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, $0.0001 par value

Trio Petroleum Corp Announces an Option to Acquire a 20% Interest in the Asphalt Ridge Development Project in Utah

Exhibit 99.1 Trio Petroleum Corp Announces an Option to Acquire a 20% Interest in the Asphalt Ridge Development Project in Utah Estimated Contingent Resources of 42-92 Million Barrels of Oil Development of this Potential Giant Oilfield Commencing January 2024 Bakersfield, CA, Jan. 5, 2024 — Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company,

Leasehold Acquisition and Development Agreement, dated November 10, 2023, entered into by and between Trio Petroleum Corp and Heavy Sweet Oil LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 5, 2024).

Exhibit 10.1 LEASEHOLD ACQUISITION AND DEVELOPMENT OPTION AGREEMENT STATE: Utah OPTIONOR: Heavy Sweet Oil LLC (“HSO”) 1090 Center Dr Park City, UT 84098 OPTIONEE: Trio Petroleum Corp. (“TPET”) 5401 Business Park, Suite 115 Bakersfield, CA 93309 EFFECTIVE DATE: November 10, 2023 WHEREAS, HSO holds certain tar sands production leases in the State of Utah described in Exhibit A (the “Leases”) on cert

Amendment to Leasehold Acquisition and Development Agreement, dated December 29, 2023, entered into by and between Trio Petroleum Corp and Heavy Sweet Oil LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on January 5, 2024)

Exhibit 10.2 AMENDMENT TO LEASEHOLD ACQUISITION AND DEVELOPMENT AGREEMENT This AMENDMENT TO LEASESHOLD ACQUISITION AND DEVELOPMENT AGREEMENT (the “Amendment”), dated as of December 29, 2023 (the “Effective Date”) is by and between HEAVY SWEET OIL LLC (“HSO”) and TRIO PETROLEUM CORP (“TPET” and together with HSO, the “Parties”), and amends that certain Leasehold Acquisition and Development Agreemen

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): December 29, 2023 Trio Petroleum

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): December 29, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission

Trio Petroleum Corp. Common Stock Purchase Warrant dated January 2, 2024 (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Trio Petroleum Corp. Placement Agent Warrant Agreement - Common Stock Purchase Warrant dated January 2, 2024. (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).

Exhibit 4.3 PLACEMENT AGENT WARRANT AGREEMENT THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS F

Amendment to Transaction Documents between the Investor and Trio Petroleum Corp., dated December 29, 2023. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).

Exhibit 10.1 AMENDMENT TO TRANSACTION DOCUMENTS This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of December 29, 2023, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”), which amends that certain Securities Purchase Agreement betwee

Trio Petroleum Corp. Senior Secured Original Issue 7% Discount Convertible Promissory Note with an original issuance date of January 2, 2024. (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

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): December 29, 2023

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): December 29, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission

Up to 11,428,572 shares of Common Stock Issuable upon Conversion of a Senior Secured Convertible Promissory Note Up to 1,733,404 shares of Common Stock Issuable upon Exercise of a Common Warrant Up to 83,333 shares of Common Stock Issuable upon Exerc

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275313 PROSPECTUS Up to 11,428,572 shares of Common Stock Issuable upon Conversion of a Senior Secured Convertible Promissory Note Up to 1,733,404 shares of Common Stock Issuable upon Exercise of a Common Warrant Up to 83,333 shares of Common Stock Issuable upon Exercise of a Placement Agent Warrant Trio Petroleum Corp. This prospectus relates

Trio Petroleum Corp. 5401 Business Park, Suite 115 Bakersfield, CA 93309

Trio Petroleum Corp. 5401 Business Park, Suite 115 Bakersfield, CA 93309 December 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Liz Packebusch Re: Trio Petroleum Corp. Registration Statement on Form S-1 Initially Filed November 3, 2023 File No. 333-275313 D

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): December 11, 2023

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): December 11, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission

As filed with the Securities and Exchange Commission on December 6, 2023.

As filed with the Securities and Exchange Commission on December 6, 2023. Registration No. 333-275313 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorpora

Trio Petroleum Corp. 5401 Business Park, Suite 115 Bakersfield, CA 93309

Trio Petroleum Corp. 5401 Business Park, Suite 115 Bakersfield, CA 93309 VIA EDGAR December 6, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation Washington, D.C. 20549 Attention: Liz Packebusch Re: Trio Petroleum Corp. Registration Statement on Form S-1 Filed November 3, 2023 File No. 333- 333-275313 Dear Ms. Packebusch: Trio Petroleum Cor

As filed with the Securities and Exchange Commission on November 3, 2023.

As filed with the Securities and Exchange Commission on November 3, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorporation or organization) (Pr

Placement Agent Warrant Agreement (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 4.4 PLACEMENT AGENT WARRANT AGREEMENT THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS F

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TRIO PETROLEUM CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of

Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field with Trio Petroleum LLC, dated as of October 16, 2023, by and between Trio Petroleum LLC and Trio Petroleum Corp.

Exhibit 10.1 AGREEMENT FOR PURCHASE AND SALE OF AN UNDIVIDED INTEREST IN THE McCOOL RANCH OIL FIELD This Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field (Hangman Hollow area) (“Agreement”), which includes without limitation Wells, Assets and Oil and Gas Leases (all as defined herein) is made and entered into on October 16, 2023, by and between Trio Petroleum

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): October 16, 2023

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): October 16, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission F

Peterson Employment Agreement, effective as of October 23, 2023, by and between the Michael Peterson and Trio Petroleum Corp.

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made by and between Michael L. Peterson (“Executive”) and Trio Petroleum Corp (the “Company”); Executive and the Company are collectively referred to as the “Parties”. This Agreement shall be effective as of October 23, 2023 (the “Effective Date”). WITNESSETH: WHEREAS, the Company desire

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): October 16, 2023

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): October 16, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission F

Consulting Agreement, effective as of October 23, 2023, by and between Global Venture Investments LLC and Trio Petroleum Corp.

Exhibit 10.1 AGREEMENT THIS AGREEMENT is made effective as of October 23, 2023 (the “Effective Date”), by and Global Venture Investments LLC (“GVEST” or “Consultant”), a Delaware Limited Liability Company, and Trio Petroleum Corp (“Company”). RECITALS A. Consultant is a consulting firm wholly-owned by Frank C. Ingriselli, the Company’s departing Chief Executive Officer and member of the Company’s

Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement, dated as of October 4, 2023, from Trio Petroleum Corp. to Fidelity National Corporation in trust for the benefit of the Investor (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 10.3

Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 4.2 Execution Copy NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EF

Senior Secured Original Issue 7% Discount Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 4.1 Execution Copy THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

Security Agreement, dated as of October 4, 2023, by and between the Investor and Trio Petroleum Corp. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 10.1 Execution Copy SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 4, 2023, between Trio Petroleum Corp., a Delaware corporation (the “Company”), with corporate headquarters at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the Company, each Material Subsidiary, and e

Placement Agent Agreement, dated as of May 22, 2023 by and between Spartan Capital Securities LLC and Trio Petroleum Corp. (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 10.4

Securities Purchase Agreement, dated as of October 4, 2023, by and between the Investor and Trio Petroleum Corp (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 10.2 Execution Copy SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2023, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”). WHEREAS, subject to the terms and conditions set forth in this Agre

Registration Rights Agreement, dated October 4, 2023, by and between the Investor and Trio Petroleum Corp. (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 10.5 Execution Copy REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 4, 2023, by and among Trio Petroleum Corp. (the “Company”), and each Person defined on the signature pages hereto (together with their respective successors and assigns, each an “Investor”). WHEREAS, the Company has agreed to provide certain registration rights to t

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): October 4, 2023

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): October 4, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or other Jurisdiction of Incorporation) (Commission Fi

Voting Agreement entered into by the Company and Frank C. Ingriselli. (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K, filed with the Commission on October 4, 2023).

Exhibit 10.6 Execution Copy VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made and entered into as of October 4, 2023, by and among Trio Petroleum Corp. (the “Company”) and each person listed on Schedule A hereto (each, a “Stockholder”). The Company and each Stockholder are sometimes individually referred to as a “Party,” and they are sometimes collectively referred to as the “Parti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 20, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or Other Jurisdiction of Incorporation) (Commission

Amendment to Warrant and Agreement to Exercise Common Stock Purchase Warrant, by and among the Company and Elpis Capital Ltd., dated September 20, 2023.

Exhibit 10.1 TRIO PETROLEUM CORP. September 20, 2023 Elpis Capital Ltd. Re: Amendment to Warrant and Agreement to Exercise Common Stock Purchase Warrant Dear Holder: Reference is made to that certain Common Stock Purchase Warrant issued by Trio Petroleum Corp. (the “Company”) on January 28, 2022, a copy of which is attached as Exhibit A hereto (the “Warrant”), with an exercise price of $1.03 (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CORP.

Form of Warrant Exercise Agreement

Exhibit 10.1 TRIO PETROLEUM CORP. July 10, 2023 Re: Agreement to Exercise Common Stock Purchase Warrant Dear Holder: Reference is made to that certain Common Stock Purchase Warrant issued by Trio Petroleum Corp. (the “Company”) on January 28, 2022, a copy of which is attached as Exhibit A hereto (the “Warrant”), with an exercise price of $1.03 (the “Initial Exercise Price”), currently held by (the

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): July 10, 2023 Trio Petroleum Corp

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): July 10, 2023 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

Up to 3,149,314 shares of Common Stock underlying the Common Warrants Up to 500,000 shares of Common Stock underlying the Pre-Funded Warrants Trio Petroleum Corp.

PROSPECTUS SUPPLEMENT (to prospectus dated July 6, 2023) Filed Pursuant to Rule 424(b)(3) Registration No.

Up to 3,149,314 shares of Common Stock underlying the Common Warrants Up to 500,000 shares of Common Stock underlying the Pre-Funded Warrants Trio Petroleum Corp.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272638 PROSPECTUS Up to 3,149,314 shares of Common Stock underlying the Common Warrants Up to 500,000 shares of Common Stock underlying the Pre-Funded Warrants Trio Petroleum Corp. This prospectus relates to the resale from time to time, by the selling stockholders (the “Selling Stockholders”) identified in this prospectus under the caption “Se

Trio Petroleum Corp. 4115 Blackhawk Plaza Circle, Suite 100 Danville, California 94506

Trio Petroleum Corp. 4115 Blackhawk Plaza Circle, Suite 100 Danville, California 94506 July 3, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Liz Packebusch Re: Trio Petroleum Corp. Registration Statement on Form S-1 Initially Filed June 14, 2023 File No. 333-27

As filed with the Securities and Exchange Commission on June 30, 2023.

As filed with the Securities and Exchange Commission on June 30, 2023. Registration No. 333-272638 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorporatio

Power of Attorney (included on signature page in prior filing)

As filed with the Securities and Exchange Commission on June 14, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorporation or organization) (Prima

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TRIO PETROLEUM CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41643 TRIO PETROLEUM CORP

TPET / Trio Petroleum Corp. / Ingriselli Frank C Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 Trio Petroleum Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89669L108 (CUSIP Number) Frank C. Ingriselli Chief Executive Officer Trio Petroleum Corp. 5401 Business Park, Suite 115 Bakersfield, CA 93309 Telephone: (925) 553

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): May 9, 2023 Trio Petroleum Corp.

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): May 9, 2023 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 N

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Trio Petroleum Corp.

As filed with the Securities and Exchange Commission on May 4, 2023

As filed with the Securities and Exchange Commission on May 4, 2023 Registration No.

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): April 19, 2023 Trio Petroleum Cor

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): April 19, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or Other Jurisdiction of Incorporation) (Commission Fil

Bid Proposal and Daywork Drilling Contract – U.S., by and Between Trio Petroleum LLC and Ensign United States Drilling (California) Inc., dated April 19, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on April 25. 2023),

Exhibit 10.1 NOTE: This form contract is a suggested guide only and use of this form or any variation thereof shall be at the sole discretion and risk of the user parties. Users of the form contract or any portion or variation thereof are encouraged to seek the advice of counsel to ensure that their contract reflects the complete agreement of the parties and applicable law. The International Assoc

Underwriting Agreement, dated April 17, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on April 20, 2023).

Exhibit 10.1 UNDERWRITING AGREEMENT between TRIO PETROLEUM CORP. and SPARTAN CAPITAL SECURITIES, LLC, as Representative of the Several Underwriters TRIO PETROLEUM CORP. UNDERWRITING AGREEMENT New York, New York April 17, 2023 SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 45 Broadway, 19th Floor New York, New York 10006 Ladies and

Trio Petroleum Corp Announces Pricing of Initial Public Offering and Listing on NYSE American

Exhibit 99.1 Trio Petroleum Corp Announces Pricing of Initial Public Offering and Listing on NYSE American DANVILLE, CA, April 17, 2023 — Trio Petroleum Corp (“Trio”), an oil and gas exploration and development company focused on strategic, high growth energy projects in California, today announced the pricing of its initial public offering of 2,000,000 shares of its common stock at a price to the

Representative’s Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on April 20, 2023).

Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS

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): April 17, 2023 Trio Petroleum Cor

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): April 17, 2023 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 001-41643 87-1968201 (State or Other Jurisdiction of Incorporation) (Commission Fil

2,000,000 Shares Trio Petroleum Corp. Common Stock

Filed pursuant to Rule 424(b)(4) Registration No. 333-267380 PROSPECTUS 2,000,000 Shares Trio Petroleum Corp. Common Stock We are offering 2,000,000 shares of our common stock (“Common Stock”). This is our initial public offering. Prior to the offering, there has been no public market for our Common Stock. The initial public offering price is $3.00 per share. We have listed our Common Stock on the

Spartan Capital Securities LLC 45 Broadway, 19th Floor New York, NY 10002

Spartan Capital Securities LLC 45 Broadway, 19th Floor New York, NY 10002 April 12, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Trio Petroleum Corp. 4115 Blackhawk Plaza Circle, Suite 100 Danville, CA 94506

Trio Petroleum Corp. 4115 Blackhawk Plaza Circle, Suite 100 Danville, CA 94506 April 12, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: Trio Petroleum Corp. (CIK 0001898766) Registration Statement No. 333-267380 on Form S-1 (the “Registration Statement”) Ladies and Gentlemen: Trio Petroleum Corp. (the “Registrant”) here

As filed with the Securities and Exchange Commission on March 24, 2023.

As filed with the Securities and Exchange Commission on March 24, 2023. Registration No. 333-267380 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 9 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorporati

Second Extension Letter for Note Payable with Trio Petroleum LLC (incorporated by reference to Exhibit 10.34 of the Company’s Amendment No. 8 to Form S-1 (File No. 333-267380), filed with the Commission on March 17, 2023, as amended).

Exhibit 10.34 March 15, 2023 Trio Petroleum LLC Re: Third Installment Due Date Extension Ladies and Gentlemen: Reference is made to that certain Purchase and Sale Agreement entered into by and between Trio Petroleum LLC (“Seller”) and Trio Petroleum Corp (“Buyer”), dated as of September 14, 2021, as amended as amended to date (the “PSA”). Capitalized terms used but not otherwise defined in this le

Extension Letter for Original Issue Discount Note (incorporated by reference to Exhibit 10.35 of the Company’s Amendment No. 8 to Form S-1 (File No. 333-267380), filed with the Commission on March 17, 2023, as amended).

Exhibit 10.35 10% ORIGINAL ISSUE DISCOUNT SENIOR NOTE AMENDMENT THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR NOTE AMENDMENT (this “Agreement”), dated as of March 15, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”). WHEREAS, on or about Septem

As filed with the Securities and Exchange Commission on March 17, 2023.

As filed with the Securities and Exchange Commission on March 17, 2023. Registration No. 333-267380 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 8 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorporati

Third Amendment to Convertible Promissory Note with GenCap Fund I LLC (incorporated by reference to Exhibit 10.33 of the Company’s Amendment No. 8 to Form S-1 (File No. 333-267380), filed with the Commission on March 17, 2023, as amended).

Exhibit 10.33 SENIOR SECURED CONVERTIBLE NOTE AMENDMENT THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT (this “Agreement”), dated as of March 15, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”). WHEREAS, on or about January 28, 2022, the

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Trio Petroleum Corp.

Trio Petroleum Corp. 4115 Blackhawk Plaza Circle, Suite 100 Danville, CA 94506

Trio Petroleum Corp. 4115 Blackhawk Plaza Circle, Suite 100 Danville, CA 94506 March 14, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: Trio Petroleum Corp. (CIK 0001898766) Registration Statement No. 333-267380 on Form S-1 (the “Registration Statement”) Ladies and Gentlemen: Trio Petroleum Corp. (the “Registrant”) here

Spartan Capital Securities LLC 45 Broadway, 19th Floor New York, NY 10002

Spartan Capital Securities LLC 45 Broadway, 19th Floor New York, NY 10002 March 14, 2023 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Spartan Capital Securities LLC 45 Broadway, 19th Floor New York, NY 10002

CORRESP 1 filename1.htm Spartan Capital Securities LLC 45 Broadway, 19th Floor New York, NY 10002 March 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Trio Petroleum Corp. Registration Statement on Form S-1 CIK No. 0001898766 SEC Registration No. 333-267380 Ladies and Gentlemen: Pursuant to Rule 461 u

Trio Petroleum Corp. 4115 Blackhawk Plaza Circle, Suite 100 Danville, CA 94506

Trio Petroleum Corp. 4115 Blackhawk Plaza Circle, Suite 100 Danville, CA 94506 March 9, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: Trio Petroleum Corp. (CIK 0001898766) Registration Statement No. 333-267380 on Form S-1 (the “Registration Statement”) Ladies and Gentlemen: Trio Petroleum Corp. (the “Registrant”) hereb

Extension Letter for Note Payable with Trio Petroleum LLC (incorporated by reference to Exhibit 10.32 of the Company’s Amendment No. 7 to Form S-1 (File No. 333-267380), filed with the Commission on February 28, 2023, as amended).

Exhibit 10.32 February 24, 2023 Trio Petroleum LLC Re: Third Installment Due Date Extension Ladies and Gentlemen: Reference is made to that certain Purchase and Sale Agreement entered into by and between Trio Petroleum LLC (“Seller”) and Trio Petroleum Corp (“Buyer”), dated as of September 14, 2021, as amended as amended to date (the “PSA”). Capitalized terms used but not otherwise defined in this

Second Amendment to Convertible Promissory Note with GenCap Fund I LLC (incorporated by reference to Exhibit 10.31 of the Company’s Amendment No. 7 to Form S-1 (File No. 333-267380), filed with the Commission on February 28, 2023, as amended).

Exhibit 10.31 SENIOR SECURED CONVERTIBLE NOTE AMENDMENT THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT (this “Agreement”), dated as of February 23, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”). WHEREAS, on or about January 28, 2022, t

As filed with the Securities and Exchange Commission on February 28, 2023.

As filed with the Securities and Exchange Commission on February 28, 2023. Registration No. 333-267380 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorpor

First Amendment to Convertible Promissory Note with GenCap Fund I LLC (incorporated by reference to Exhibit 10.30 of the Company’s Amendment No. 6 to Form S-1 (File No. 333-267380), filed with the Commission on February 6, 2023, as amended).

Exhibit 10.30 SENIOR SECURED CONVERTIBLE NOTE AMENDMENT THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT (this “Agreement”), dated as of January 23, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”). WHEREAS, on or about January 28, 2022, th

Letter from Marcum LLP to the Securities Exchange Commission (incorporated by reference to Exhibit 16.1 of the Company’s Amendment No. 6 to Form S-1 (File No. 333-267380), filed with the Commission on February 6, 2023, as amended).

Exhibit 16.1 February 1, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Trio Petroleum Corp. included in the Registration Statement on Form S-1 for the event that occurred on December 14, 2022. We agree with the statements concerning our Firm in such Form S-1; we are not in a position to agree or disagree with othe

Form of Employment Agreement with Stanford Eschner (incorporated by reference to Exhibit 10.31 of the Company’s Amendment No. 6 to Form S-1 (File No. 333-267380), filed with the Commission on February 6, 2023, as amended).

Exhibit 10.31 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made by and between Stanford Eschner (“Executive”) and Trio Petroleum Corp (the “Company”); Executive and the Company are collectively referred to as the “Parties”. This Agreement shall be effective as of the date of the Company’s IPO (sometimes referred to as the “Start Date” and/or th

Form of Employment Agreement with Steven Rowlee (incorporated by reference to Exhibit 10.33 of the Company’s Amendment No. 6 to Form S-1 (File No. 333-267380), filed with the Commission on February 6, 2023, as amended).

EX-10.33 6 ex10-33.htm Exhibit 10.33 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made by and between Stephen A. Rowlee (“Executive”) and Trio Petroleum Corp (the “Company”); Executive and the Company are collectively referred to as the “Parties”. This Agreement shall be effective as of the date of the Company’s IPO (sometimes referred to as th

As filed with the Securities and Exchange Commission on February 6, 2023.

As filed with the Securities and Exchange Commission on February 6, 2023. Registration No. 333-267380 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) Delaware 1311 87-1968201 (State or other jurisdiction of incorpora