Trio Petroleum Corp. announced that it has entered into a securities purchase agreement with institutional investor to issue 750,000 commitment common shares and a Senior Secured Convertible Promissory Note for the gross proceeds of $720,000; aggregate gross proceeds of $720,000 on April 16, 2024. There is no interest payable on the outstanding balance of the Investor Note, unless an Event of Default has occurred, in which case interest will accrue on the outstanding balance of the Investor Note at a rate of 15% per annum until cured (the ?Default Interest?). The Company may prepay all or any portion of the Investor Note at any time and must prepay the Investor Note in full from the proceeds of any debt or equity financing of the Company generating, in a single transaction or a series of related transactions, gross proceeds of not less than $1,000,000, during any time that the Investor Note remains outstanding. The maturity date of the Investor Note is August 16, 2024. The Investor Note is convertible into shares common stock of the Company (the ?Conversion Shares?) at a per share conversion price of $0.25, subject to certain adjustments. The Investor Note also contains certain beneficial ownership limitations prohibiting the Investor from converting the Investor Note, if any such conversion would result in the Investor?s ownership of shares in excess of the applicable beneficial ownership limitation. The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the Investor in the SPA, the offering and sale of the Investor Note and the issuance of the Commitment Shares was made in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the ?Securities Act?), and corresponding provisions of state securities or ?blue sky? laws.

On same date, the company issued 750,000 commitment common shares and a Senior Secured Convertible Promissory Note at a principal amount of $400,000 having an original issue discount of $40,000, or 10% for the gross proceeds of $360,000; aggregate gross proceeds of $360,000 in its first tranche.