United States securities and exchange commission logo
April 13, 2022
Frank C. Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re: Trio Petroleum
Corp.
Draft Registration
Statement on Form S-1
Submitted March 17,
2022
CIK No. 0001898766
Dear Mr. Ingriselli:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted March 17, 2022
Prospectus Summary, page 3
1. We note your disclosure
that Measure Z, if upheld by California s Supreme Court, may
increase regulations in
Monterey County and materially affect your business. Please
revise to describe
Measure Z and to clarify how it would materially affect your business,
if upheld.
Risk Factors, page 12
2. We note your disclosure
on page 24 that your certificate of incorporation and bylaws will
identify the Court of
Chancery of the State of Delaware as the exclusive forum for certain
litigation. Please
reconcile such disclosure with the risk factor caption that refers to "state
Frank C. Ingriselli
FirstName LastNameFrank C. Ingriselli
Trio Petroleum Corp.
Comapany
April NameTrio Petroleum Corp.
13, 2022
April 213, 2022 Page 2
Page
FirstName LastName
or federal court located within the state of Delaware" as the
exclusive forum for certain
claims. We also note your disclosure that the provision would not
apply to actions arising
under federal securities laws, including suits brought to enforce any
liability or duty
created by the Securities Act, the Exchange Act, or the rules and
regulations
thereunder. Please revise to clarify whether you are referring to the
exclusive forum
provisions set forth in both your certificate of incorporation and
your bylaws.
Business
Description of Oil and Gas Property and Current Operations, page 45
3. Expand your disclosure to provide the number of net productive and dry
development and
exploratory wells drilled during each of the last three fiscal years.
Refer to Item 1205 of
Regulation S-K.
4. Please expand the description of your oil and gas property to
separately disclose the total
gross and net developed and undeveloped acreage amounts. Refer to
Items 1208(a),
1208(b) and the definitions in Item 1208(c) of Regulation S-K.
5. Your filing identifies six existing wells on your leases. Please
expand your disclosure to
provide the total number of gross and net productive wells on your
acreage. Refer to Item
1208(a) and the definitions in Item 1208(c) of Regulation S-K.
Evaluation and Review of Hydrocarbons In-Place, Reserves, and Net Revenue, page
46
6. You disclose that KLS Petroleum Consulting LLC ("KLSP") prepared a
third party report
entitled "Reserves Attributable to Trio Petroleum Corp South Salinas
Area for
Development Plans Phases 1 and 2" and a parallel and related analysis
prepared by KLSP
for the entire project. Please expand the disclosure under Experts on
page 78 to
acknowledge your third party engineering firm, obtain and file a copy
of your third party's
reserve reports and their consent as exhibits to the Registration
Statement on Form S-1.
Refer to Item 1202(a)(8) of Regulation S-K, the disclosure
requirements for the reserves
report pursuant to Items 1202(a)(8)(i) through (x) of Regulation S-K,
and Item
(601)(b)(23) of Regulation S-K regarding consents, respectively.
7. Please expand the description of the evaluation of your reserves to
discuss the internal
controls used by Trio Petroleum Corporation in its reserves estimation
effort and disclose
the qualifications of the technical person within Trio Petroleum
Corporation primarily
responsible for overseeing the preparation of the reserves estimates.
Refer to Item
1202(a)(7) of Regulation S-K.
8. Please expand your disclosure to provide a general discussion of the
technologies used to
establish the appropriate level of certainty for your reserves
estimates. Refer to Item
1202(a)(6) of Regulation S-K.
Disclosure of Original Hydrocarbons In-Place at November 1, 2021, page 47
9. We note that you disclose estimates of the net quantities of
hydrocarbons in-place, e.g.
Frank C. Ingriselli
Trio Petroleum Corp.
April 13, 2022
Page 3
OOIP and OGIP, and acknowledge on page 47 that these estimates are
not reserves.
The Instruction to Item 1202 of Regulation S-K generally prohibits
disclosure in any
document publicly filed with the Commission of estimates of oil or gas
resources other
than reserves, while Item 1201(c) of Regulation S-K indicates that any
estimates disclosed
should conform to the definitions set forth in Rule 4-10(a) of
Regulation S-X. If your
estimates do not meet the reserve definitions under Rule 4-10(a) of
Regulation S-X, such
disclosures, along with your disclosure of the estimates of the net
quantities of
hydrocarbons in-place presented throughout the Registration Statement
on Form S-1
should be removed.
Disclosure of Reserve Volumes and Reserve Values at November 1, 2021, page 48
10. Please expand your discussion to disclose the total number of wells,
the related activities
including the permits and infrastructure required, timing and dollar
amounts of
expenditures attributed to the full field development, e.g. the Entire
Project. Refer to Rule
4-10(a)(26) of Regulation S-X.
11. Please expand the tabular presentation of probable and possible
reserves, by individual
product type, to additionally provide the net quantities of these
reserves that are developed
and undeveloped as of November 1, 2021 for each of the development
phases that you
disclose. Refer to Item 1202(a)(2) of Regulation S-K.
12. Please revise the tabular presentation provided on page 49 and the
disclosures presented
throughout the Registration Statement on Form S-1 to remove the
arithmetic summation
of information relating to the individual estimates from probable and
possible reserve
categories. Additionally, expand your disclosure to include a
discussion of the uncertainty
relating to your probable and possible reserves and incorporate the
appropriate cautionary
language indicating such estimates and the related future cash flows
have not been
adjusted for risk due to that uncertainty, and therefore they may not
be comparable with
each other and should not be summed arithmetically with each other.
Refer to Item
1202(a)(5) of Regulation S-K and to question 105.01 in the Compliance
and Disclosure
Interpretations ( C&DIs ) regarding Oil and Gas Rules.
13. If you disclose the estimated net quantities of your probable and
possible reserves in terms
of a product in barrels of equivalent, then expand your disclosure to
provide the basis for
such equivalency. Refer to Instruction 3 to Item 1202(a)(2) of
Regulation S-K.
Principal Stockholders, page 59
14. We note your disclosure in note 7 to the table on page 60 that certain
of the shares held by
FirstName LastNameFrank C. Ingriselli
Stan Eschner were issued pursuant to an escrow agreement with Trio
Petroleum Corp.
Comapany NameTrio
Please revise toPetroleum Corp.
disclose any material terms of such escrow agreement.
April 13, 2022 Page 3
FirstName LastName
Frank C. Ingriselli
FirstName LastNameFrank C. Ingriselli
Trio Petroleum Corp.
Comapany
April NameTrio Petroleum Corp.
13, 2022
April 413, 2022 Page 4
Page
FirstName LastName
Exhibits
15. Please file the following agreements as exhibits, or tell us why you
do not believe they are
required to be filed:
the Purchase and Sale Agreement with Trio Petroleum, LLC;
the note payable to Trio Petroleum LLC, and any amendments to
such agreement;
agreements relating to the registrant's leases described on
page F-15; and
the Securities Purchase Agreement with GPL Ventures, LLC
described on page F-17,
and any related promissory notes.
Refer to Item 601(b)(2) and Item 601(b)(10) of Regulation S-K.
General
16. Certain of your disclosures appear to refer to the South Salinas
Project as an
approximately 8,600 acreage property, while other disclosures refer to
the "10,000-acre
South Salinas Project." Please reconcile or advise.
17. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain,
copies of those
communications.
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