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December 6, 2022
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 18, 2022
File No. 333-267380
Dear Frank Ingriselli:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 14, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed November 18, 2022
Business
Evaluation of Reserves and Net Revenue, page 46
1.Please expand the statement in paragraph two on page 46 to additionally specify that the
reserves in the “Reserve Report” filed as Exhibit 99.1 and the “Reserve Supplement
Report” filed as Exhibit 99.2 and their determination are consistent with the definitions
found in Rule 4-10 of SEC Regulation S-X (17 CFR part 210), and Subpart 1200 of
Regulation S-K.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 December 6, 2022 Page 2
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
December 6, 2022
Page 2
Executive and Director Compensation, page 58
2.We note your response to prior comment 13. Please provide the information required by
Item 402 of Regulation S-K with respect to all named executive officers described in Item
402(m)(2). For example, it appears that Ron Bauer served as your chief executive
officer during your fiscal year ended October 31, 2022. In this regard, we note Mr. Bauer
signed the January 2022 Securities Purchase Agreement on behalf of Trip Petroleum
Corp. in his capacity as Chief Executive Officer.
3.We note your disclosure in your summary compensation table regarding a stock award
during the fiscal year ended October 31, 2022.  Please provide the disclosure required by
Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) with respect to such award.
4.We note the equity incentive awards disclosed in your table on page 58 regarding
outstanding equity awards at year-end.  Please disclose the vesting dates of such awards in
a footnote to your table.  Refer to Instruction 2 to Item 402(p)(2) of Regulation S-K.
Exhibits
5.Please expand the discussion on page one of Exhibit 99.2 to additionally specify that the
reserves relating the Full Development Reserve Report and their determination are
consistent with the definitions found in Rule 4-10 of SEC Regulation S-X (17 CFR part
210), and Subpart 1200 of Regulation S-X.
General
6.We note your responses to prior comments 5 and 8.  Please tell us whether you intend to
disclose or illustrate in your prospectus the number of shares of common stock in each of
the following categories: (i) shares to be issued upon conversion of the January 2022
Notes, (ii) the Commitment Shares, (iii) shares issuable upon exercise of the GPL
warrants and (v) shares issuable upon exercise of the pre-funded warrants.  If you do not
intend to provide such disclosure in your prospectus, please provide your analysis as to
why such information is not material.  In addition, please revise to clarify whether your
disclosure in your Prospectus Summary under “The Offering” on page 10 regarding
common stock to be outstanding after this offering reflects the issuance of shares to be
issued upon conversion of the January 2022 Notes.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 December 6, 2022 Page 3
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
December 6, 2022
Page 3
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
(202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Robert Cohen