We are an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California. The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund and develop oil exploration and production assets in California. We have no revenue-generating operations as of the date of this prospectus. The Company was formed to acquire Trio Petroleum LLC’s (“Trio LLC”) approximate 82.5% working interest (“WI”) in the large, approximately 8,600-acre South Salinas Project (the “South Salinas Project”), and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets.

We believe that we can establish a profitable niche in oil and gas production due to the unique characteristics of the South Salinas Project and the robustness of California’s energy market. As of 2021, by production volume, California ranks as the country’s sixth-largest oil-producing state and its eighth-largest overall oil- and gas-producing state. In addition, it is the country’s second-largest energy consumer and the country’s largest consumer of gasoline and jet fuel. However, in spite of the richness of California’s oil/gas resources, it imports approximately 70% of the oil it needs, with foreign sources supplying almost 60%, up from 15% just 20 years ago.

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, while supporting the country’s goal of energy independence, the local and state economies with tax revenue and jobs, the protection of marine environments by reducing the need for oil-tanker traffic along the state’s Pacific Ocean coastline, and helping to reduce the negative Environmental-Social-Governance costs and burdens that are associated with imported foreign oil and gas. The P2 Probable (P50) Reserves in the South Salinas Project, net to Trio Corp, are an estimated 39 million barrels of oil plus 40 billion cubic feet of gas, or 45.7 million oil-equivalent barrels, whereas the Incremental Possible (P3) Reserves in the South Salinas Project, net to Trio Corp, are an estimated 92 million barrels of oil plus 148.8 billion cubic feet of gas, or 117.2 million oil-equivalent barrels (see below Part “E” of the Table, Estimated Reserves and Cash Flow). The South Salinas Project has the potential to be among the largest oil and gas resources in California, and North America, to be developed in the last 30 years.

Our primary objective is to develop our existing leasehold at the South Salinas Project and potentially to acquire and develop other opportunities for oil and gas production in California. Our focus is principally on California, but we may also consider appropriately priced out-of-state oil and gas opportunities in the future. 

Our immediate plans include drilling the HV-1 confirmation well at the Presidents Oilfield that is a large geologic structure, and a potential large oil and gas field, where Trio LLC drilled the HV-3A discovery well in 2018. In the fourth quarter of 2021, Trio has constructed the HV-1 drill pad, constructed a new access road to the drill site, and upgraded a preexisting access road to the drill site. The HV-1 confirmation well is close to the major Rinconada Fault and therefore could find highly fractured Monterey Formation oil and gas reservoir rock, and consequently be a high cumulative oil well in the range of 1 million to 5 million barrels of oil. A successful outcome at the HV-1 well may confirm existence of a profitable, new, large oil and gas field. Trio anticipates that it will start drilling the HV-1 well in early fourth quarter of 2022, following this offering. 

**Note: Trio Petroleum Corp. has generated no revenue since its inception on July 19, 2021. Net loss for the year that ended Oct. 31, 2022, totaled $3.8 million – an increase from a net loss of $3.09 million for the nine months that ended July 31, 2022. 

(Note: Trio Petroleum  Corp. priced its micro-cap IPO on April 17, 2023, at $3.00 – the low end of its $3.00-to-$4.00 price range – and increased the number of shares to 2.0 million shares – up from 1.71 million shares in the prospectus – to raise $6.0 million. Background: Trio Petroleum Corp. filed its S-1/A dated Jan. 5, 2023, updated its financial statements through the year ended Oct 31, 2022, and disclosed terms for its IPO: 1.71 million shares (1,714,286 shares) at $3.00 to $4.00 to raise $6.0 million. This is an NYSE – American listing. Trio Petroleum Corp. filed its S-1 on Sept. 12, 2022; the confidential filing was submitted on March 17, 2022.)