SecProbe.io

CORRESP
1
filename1.htm

November
18, 2022

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Liz
                                            Packebusch

    Laura
    Nicholson

    John
    Hodgin

    Sandra
    Wall

    Steve
    Lo

    Craig
    Arakawa

    Re:
    Trio
                                            Petroleum Corp.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    October 28, 2022

    File
    No. 333-267380

Dear
Ms. Packebusch:

This
letter responds to the correspondence from the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated November 18, 2022 (the “Comment Letter”) providing comments on the above-referenced
Amendment No. 1 to Registration Statement on Form S-1, publicly filed on October 28, 2022 (the “S-1”) by Trio
Petroleum Corp., a Delaware corporation (the “Company”).

The
Company today filed via EDGAR its Pre-Effective Amendment No. 2 to its Registration Statement on Form S-1 (“Amendment No.
2”). The remainder of this letter responds to the Staff’s comments on the S-1, which are set forth below along with
our responses on behalf of the Company. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
For convenience, the Staff’s comments are repeated below in bold, followed by the Company’s response to each comment as well
as a summary of the responsive actions taken. We have included page numbers to refer to the location in Amendment No. 2, submitted on
the date hereof, where the revised language addressing a particular comment appears.

Amendment
No. 1 to Registration Statement on Form S-1

Business
Overview, page 1

1. We
                                            note your disclosure that the registrant was formed to acquire Trio Petroleum LLC’s
                                            approximate 82.5% working interest in the South Salinas Project. Please revise to also disclose
                                            the net revenue interest acquired by the registrant, and disclose any interest that Trio
                                            Petroleum LLC retained in the South Salinas Project.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 3, 6, 42 and 45 of Amendment No. 2 to disclose
their net revenue interest in the South Salinas Project, as well as to disclose the working interest retained by Trio Petroleum LLC in
the South Salinas Project.

Market
Opportunity, page 4

2. We
                                            note your disclosure that the South Salinas Project offers an opportunity to profitably help
                                            supply California’s demanding oil and gas needs in a carefully-regulated, environmentally-responsible
                                            project that will have minimal surface footprint. Please revise to clarify what “environmentally-responsible
                                            project” means in this context.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 4 of Amendment No. 2 to remove the phrase
“environmentally-responsible” from its description of South Salinas Project.

Trio
LLC’s Management Team as Experienced California Operator, page 4

3. We
                                            note that the Purchase and Sale Agreement with Trio Petroleum LLC filed as Exhibit 10.5 refers
                                            to a joint operating agreement for the South Salinas Area, and provides that Trio Petroleum
                                            Corp. agrees to use commercially reasonable efforts to support Trio Petroleum LLC’s
                                            continuance as operator and to maintain the joint operating agreement in full force and effect.
                                            Please revise to disclose all material terms of the joint operating agreement. In addition,
                                            file the joint operating agreement as an exhibit or tell us why you believe that such agreement
                                            is not required to be filed. Refer to Item 601(b)(10) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 4 of Amendment No. 2 to disclose the material
terms of the joint operating agreement, and also has filed the agreement as Exhibit 10.27 to the registration statement.

South
Salinas Project Oil Rights, page 6

4. We
                                            note your disclosure that you have the opportunity to acquire a portion of the remaining
                                            17.5% interest in the South Salinas Project. Please revise to clarify the nature of this
                                            opportunity and whether there are any written agreements with respect to such opportunity.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 6, 44 and 45 of Amendment No. 2 to remove
the disclosures that it has an opportunity to acquire a portion of the remaining 17.5% interest in the South Salinas Project. The Company
hereby advises the Staff that there are no written agreements in place to acquire additional percentages of working interest in the South
Salinas Project.

Risk
Factors

A
substantial portion of our total issued and outstanding shares may be sold into the market at any time, page 25

5. We
                                            note your response to prior comment 4. Please also revise your risk factor to disclose the
                                            number of shares of common stock that will be subject to registration rights.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 25 of Amendment No. 2 to give the formula
for calculating the number of shares subject to registration rights under the GPL Financing and the September 2022 Financing. The Company
hereby advises the Staff that it cannot yet calculate the exact number of shares that are to be registered pursuant to the GPL Financing
and the September 2022 Financing so it is providing the formula to calculate the number of shares to be registered in lieu of this.

Use
of Proceeds, page 29

6. We
                                            note your disclosure that you intend to use approximately $440,000 of the proceeds from this
                                            offering to repay the OID Notes. Please describe the use of the proceeds of such indebtedness
                                            other than short-term borrowings used for working capital. Refer to Instruction 4 to Item
                                            504 of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 29 of Amendment No. 2 to clarify that the
proceeds of the OID Notes are being used exclusively to fund working capital of the Company.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 36

7. We
                                            note your response to prior comment 5. However, we could not locate the disclosure in this
                                            section stating that the Notes are currently in default, and that the consequence of this
                                            default is that 4,500,000 shares of the Company’s common stock were delivered to the
                                            GPL Ventures, LLC investors. Please revise or advise.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 36 of Amendment No. 2 to disclose that the
GPL Notes are currently in default, and that the consequence of this default is that 4,500,000 shares of the Company’s common stock
were delivered to the GPL Ventures, LLC investors.

8. We
                                            note your disclosure regarding the shares of common stock issuable in connection with the
                                            securities purchase agreement with GPL Ventures, LLC, including upon conversion of the January
                                            2022 Notes, exercise of the warrants, and issuance of the commitment shares. We also note
                                            your disclosure regarding the shares underlying the pre-funded warrants issued in connection
                                            with the securities purchase agreement entered into during September 2022. Please update
                                            your risk factor disclosure regarding dilution to reflect such issuances. In addition, please
                                            update your disclosure in your Prospectus Summary under “The Offering” on page
                                            10 regarding common stock to be outstanding after this offering to clarify the extent to
                                            which such information reflects the issuance of such shares.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 27 of Amendment No. 2 to include language
in its dilution risk factor about how the issuance of the aforementioned securities may contribute to the dilution of an investor’s
investment in the Company. In addition, the Company has revised its disclosure on page 10 of Amendment No. 2 to clarify that the share
information presented assumes no exercise of the GPL Warrants and Pre-Funded Warrants, and also excludes the issuance of the Commitment
Shares. The Company hereby advises the Staff that the 4,500,000 shares issued pursuant to the Securities Purchase Agreement with GPL
Ventures LLC is included in the share information presented in Amendment No. 2. The Company has revised its disclosure on page 36 of
Amendment No. 2 to reflect this.

Business

Evaluation
of Reserves and Net Revenue, page 46

9. We
                                            have reviewed your response to prior comment 11 and note your reasonable expectation of adequate
                                            funding is contingent upon an analysis of future expected cash flows from Probable P2 and
                                            Possible P3 reserves which appear to be presented on an unrisked basis. Please revise your
                                            cash flow analysis to incorporate risk factors appropriate to Probable P2 and Possible P3
                                            reserves. Alternatively, remove your quantitative analysis and explain that your expectation,
                                            if true, is based upon future project operating revenues, net proceeds from this offering,
                                            and additional capital raises, if necessary. Also expand the Glossary of Terms in Exhibits
                                            99.1 and 99.2 to include the PRMS definition for a reasonable expectation.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 51 of Amendment No. 2 to clarify that its reasonable
expectation of adequate funding is based on anticipated proceeds from this offering, anticipated operating revenues, and net proceeds
from additional capital raises, if necessary. In addition, the Company has removed its quantitative analysis with respect to its disclosure
on its reasonable expectation of adequate funding on page 51 of Amendment No. 2. Finally, the Company has refiled Exhibits 99.1 and 99.2
to expand the Glossary of Terms to include the PRMS definition for a reasonable expectation.

Disclosure
of Reserve Volumes and Reserve Values as of the End of October 31, 2021, page 47

10. We
                                            have reviewed your response to prior comment 12 and reissue our comment in part regarding
                                            revisions to Table 1 identifying the probable and possible reserves associated with the development
                                            phases as undeveloped to comply with the disclosure requirements in Items 1202(a)(1) and
                                            1202(a)(2) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised Table 1 on page 49 of Amendment No. 2.

11. We
                                            note your disclosure on page 48 of Amendment No. 1 describes the reserve volumes using the
                                            “P2 Probable” and “Incremental Possible P3” reserve categories; however,
                                            Table 1 on page 49 does not present the reserve volumes using these same reserve categories.

Based
on PRMS definitions, Probable P2 reserves are an incremental category of estimated recoverable quantities represented by the difference
between the P90 and P50 reserve estimates. Since you disclose there are no Proved (P90) reserves, it appears the Probable reserves presented
as Probable (P50) in Table 1 should be categorized as “Probable (P2)” reserves which correlates to and is consistent with
your disclosure of incremental Possible (P3) reserves. Since Probable (P2) and Possible (P3) reserves are by definition the incremental
recoverable quantities, please revise your disclosures to use terminology consistent with the PRMS and the definitions provided in your
Glossary of Terms Used, e.g. Probable (P2) and Possible (P3) reserves. This includes revisions to the reserve categories in Table 1 to
appropriately identify the reserve volumes as “Probable (P2) Undeveloped” and “Possible (P3) Undeveloped.”

This
comment also applies to similar references throughout your filing and to the summary table included on page 2 of the third party reserve
reports filed as Exhibits 99.1 and 99.2.

Response:
In response to the Staff’s comment, the Company has revised its disclosure throughout Amendment No. 2 to use the aforementioned
terminology consistent with the PRMS and the definitions provided in its Glossary of Terms Used. In addition, the Company has revised
Exhibits 99.1 and 99.2 to reflect these changes.

12. We
                                            note the discussion on page 47 does not clearly relate the reserves estimation methodology
                                            based on probabilistic methods to the resulting Probable P2 and Possible P3 reserves volumes.
                                            Please expand your discussion of Probable and Possible reserves as needed. For example, explain
                                            that Probable reserves are represented by the difference between the P90 and P50 estimates
                                            and since there are no Proved or P90 volumes, the Probable reserves disclosed herein are
                                            incremental volumes and presented as Probable (P2) reserves.

Response:
In response to the Staff’s comment, the Company has expanded its disclosure on page 47 of Amendment No 2. to explain
that Probable reserves are represented by the difference between the P90 and P50 estimates and since there are no Proved or P90 volumes,
the Probable reserves disclosed are incremental volumes and presented as Probable (P2) reserves.

Executive
and Director Compensation, page 58

13. Please
                                            provide the disclosure required by Item 402 of Regulation S-K for your fiscal year ended
                                            October 31, 2022.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 58 of Amendment No. 2 to provide the disclosure
required by Item