Material Agreement Form 8 K

Item 1.01.

Entry into a Material Definitive Agreement.

ATM Agreement

On September 26,2024, Trio Petroleum Corp., a Delaware corporation (the "Company"), entered into a Sales Agreement (the "ATM Agreement") with Spartan Capital Securities, LLC as agent (the "Sales Agent") pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share, having an aggregate offering price of up to $4,800,000 (the "Shares"), from time to time through the Sales Agent (the "Offering"). On September 27,2024, the Company also filed a prospectus supplement with the Securities and Exchange Commission (the "Commission") in connection with the Offering (the "Prospectus Supplement") under its existing Registration Statement on Form S-3 (File No 333-281813), which became effective on September 10, 2024 (the "Registration Statement").

Upon delivery of a Sales Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement, the Sales Agent may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on or through the NYSE American or on any other existing trading market for the Company's common stock.

The Company will designate the maximum amount of common stock to be sold through the Sales Agent in any placement under the Offering. Subject to the terms and conditions of the ATM Agreement, the Sales Agent has agreed to use its commercially reasonable efforts to sell on the Company's behalf all of the Shares requested to be sold by the Company. The Company may instruct the Sales Agent not to sell any Shares if the sales cannot be effected at or above a price designated by the Company in a Sales Notice. The Company or the Sales Agent may suspend the offering of the Shares being made through the Sales Agent under the ATM Agreement upon proper notice to the other party. The Company and the Sales Agent each have the right, by giving written notice as specified in the ATM Agreement, to terminate the ATM Agreement in each party's sole discretion at any time.

The ATM Agreement provides that the Sales Agent will be entitled to aggregate compensation for its services up to 3.0% of the gross sales price of all Shares sold through the Sales Agent under the ATM Agreement. The Company has no obligation to sell any Shares under the ATM Agreement. The Company has agreed in the ATM Agreement to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

The Shares will be offered and sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The foregoing description of the material terms of the ATM Agreement is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The legal opinion of Ellenoff Grossman & Schole LLP, counsel to the Company, relating to the Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Amendment No. 1 to Peterson Note

As reported in the Company's Current Report on Form 8-K, filed with the Commission on April 1, 2024, on March 26, 2024, the Company borrowed $125,000 from its consultant and former Chief Executive Officer, Michael L. Peterson, in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000 (the "Peterson Note").

On September 26, 2024, the Company entered into a letter agreement with Mr. Peterson (the "Amendment No. 1 to Peterson Note") (i) extending the maturity date from September 26, 2024 to October 28, 2024, (ii) permitting the Company to make the payment of the principal of, or accrued interest on, the Peterson Note within five days after receiving written notice from Mr. Peterson of any such payment failure when the same becomes due or payable and (iii) providing for the an extension fee of $5,000 to the principal of the Peterson Note and the same extension fee for each additional extension of the maturity date of the Peterson Note as applicable.

The above description of the Amendment No. 1 to Peterson Note is qualified in its entirety by the Amendment No. 1 to Peterson Note, a copy of which are attached as Exhibit 10.2, respectively, to this Current Report on Form 8-K.

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