Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

New Financing and Securities Purchase Agreement

On June 27, 2024, Trio Petroleum Corp., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "SPA") with the two institutional investors (the "Investors"). Pursuant to the terms and conditions of the SPA, each Investor provided financing of $360,000 to the Company (net of a 10% original issuance discount as described below) in the form of the Notes (as defined below) for an aggregate gross proceeds in the amount of $720,000 (the "Financing").

In consideration of the Investors' funding under the SPA, on June 27, 2024, the Company issued and sold to each Investor: (A) a Senior Secured 10% Original Issue Discount Convertible Promissory Note in the aggregate principal amount of $400,000 (the "Notes") and (B) a warrant to purchase 744,602 shares (the "Warrant Shares") of the company's common stock, par value $0.0001 per share (the "Common Stock"), at an initial exercise price of $0.39525 per share of Common Stock, subject to certain adjustments (the "Warrants").

The Notes are initially convertible into shares of Common Stock (the "Conversion Shares") at a conversion price of $0.39525 per share, subject to certain adjustments (the "Conversion Price"), provided that the Conversion Price shall not be reduced below $0.12 (the "Floor Price"), and provided further that, subject to the applicable rules of the NYSE American, the Company may lower the Floor Price at any time upon written notice to the Investors. The Notes do not bear any interest, except in the case of an Event of Default (as such term is defined in the Notes), and the Notes mature on June 27, 2025. Upon the occurrence of any Event of Default, interest shall accrue on the Notes at a rate equal to 10% per annum or, if less, the highest amount permitted by law.

Pursuant to the provisions of the SPA, for a period beginning on June 27, 2024 and terminating 18 months of the anniversary of the SPA, the Company provided the Investors 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. Each Investor shall be afforded the right to participate in future financing based upon such Investor's pro rata portion of the aggregate original principal amount of such Investor's Note purchased under the SPA. Further, the Company is prohibited from entering into any "variable rate transactions" for until such time no Investor holds any of the Notes, provided, however, that the Company is permitted (i) to enter into At-the-Market offerings with a nationally recognized broker-dealer or to (ii) enter into a variable rate transaction with either of the Investors.

Commencing on the 90^th day following the original issue date of the Notes, the Company is required to pay to the Investors the outstanding principal balance under the Notes in monthly installments, on such date and each one (1) month anniversary thereof, in an amount equal to 103% of the total principal amount under the Notes multiplied by the quotient determined by dividing one by the number of months remaining until the maturity date of the Notes, until the outstanding principal amount under the Notes has been paid in full or, if earlier, upon acceleration, conversion or redemption of the Notes in accordance with its terms. All monthly payments are payable by the Company in cash, provided that under certain circumstances, as provided in the Notes, the Company may elect to pay in shares of Common Stock.

The Company may repay all or any portion of the outstanding principal amount of the Notes, subject to a 5% pre-payment premium; provided that (i) the Equity Conditions (as such term is defined in the Notes) are then met, (ii) the closing price of the Common Stock on the trading day prior to the date that a prepayment notice is provided by the Company is not below the then Conversion Price, and (iii) a Resale Registration Statement (as defined below) registering Conversion Shares and Warrant Shares has been declared effective by the U.S. Securities and Exchange Commission (the "Commission"). If the Company elects to prepay the Notes, the Investors have the right to convert all of the principal amount of the Notes at the applicable Conversion Price into Conversion Shares.