On April 16, 2024, Trio Petroleum Corp., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "SPA") with an institutional investor (the "Investor"). Pursuant to the terms and conditions of the SPA, the Investor provided financing to the Company for gross proceeds in the amount of $360,000 resulting in net proceeds to the Company, after offering expenses, of $310,000 (the "Financing"). The Company also issued to the Investor 750,000 shares of its common stock, par value $0.0001 per share, as and for a commitment fee in connection with the Financing (the "Commitment Shares").

Pursuant to the provisions of the SPA, the Company granted the Investor certain "piggy-back registration rights" for the registration for resale of the Commitment Shares and the Conversion Shares (defined hereafter), Additionally, for a period beginning on April 16, 2024 and terminating 18 months after the later of (i) August 16, 2024 or the full repayment of the Investor Note, the Company provided the Investor with the right to participate in future financings in an amount up to 100% of any debt financing and up to 45% of any other type of financing. Further, the Company is prohibited from entering into any variable rate transactions for as long as the Investor holds any of the Commitment Shares; provided, however, that the Company is permitted to enter into At-the-Market offerings with a nationally recognized broker-dealer. The Company has also agreed to use commercially reasonable efforts to consummate a reverse stock split of its shares of common stock, in the event that it is required in order to maintain the listing of its common stock on the NYSE American.