United States securities and exchange commission logo





                             October 5, 2022

       Frank Ingriselli
       Chief Executive Officer
       Trio Petroleum Corp.
       5401 Business Park, Suite 115
       Bakersfield, CA 93309

                                                        Re: Trio Petroleum
Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed September 12,
2022
                                                            File No. 333-267380

       Dear Frank Ingriselli:

              We have reviewed your 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.

       Registration Statement on Form S-1 filed September 12, 2022

       Prospectus Summary, page 3

   1.                                                   We note your statement
on page 4 that 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.
Please tell us your basis for such statement.
   2.                                                   We note that you have
referenced certain risks in your Summary of Risk Factors in your
                                                        Prospectus Summary,
with the statement that these risks are discussed more fully in your
                                                        Risk Factors section.
However, we also note that certain of these risks do not appear to be
                                                        discussed in your Risk
Factors section, including risks relating to Measure Z. Please
                                                        revise.
 Frank Ingriselli
FirstName   LastNameFrank Ingriselli
Trio Petroleum   Corp.
Comapany
October     NameTrio Petroleum Corp.
         5, 2022
October
Page 2 5, 2022 Page 2
FirstName LastName
Prospectus Summary
Business Strategies, page 4

3.       Disclosure on page 4 relating to the HV-1 well indicates the well
could be    a high
         cumulative oil well in the range of 1-5 million barrels of oil.

         If your estimate represents an arithmetic summation of information
relating to the
         individual estimates from probable and possible reserve categories or
represents an
         estimate of resources other than reserves, such disclosure should be
revised or removed.
         Refer to question 105.01 in the Compliance and Disclosure
Interpretations (   C&DIs   )
         regarding Oil and Gas Rules and the Instruction to Item 1202 of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
34

4.       Please disclose in this section all material terms of the securities
purchase agreement with
         GPL Ventures, LLC, as well as the material terms of related
agreements, including the
         warrant agreements and the registration rights agreements. In
addition, please revise to
         disclose any related risks that may be material, such as risks related
to dilution and market
         price. In that regard, we also note that the registration rights
agreements are not
         referenced in your risk factor on page 25 regarding the risk that a
substantial portion of
         your total issued and outstanding shares may be sold into the market
at any time. In
         addition, please file the warrant agreements, security agreements, and
registration rights
         agreements, or tell us why you do not believe that they are required
to be filed. Refer to
         Item 601(b)(10) of Regulation S-K.
5.       We note that Section 2.04 of the securities purchase agreement with
GPL filed as Exhibit
         10.17 provides that no later than April 28, 2022, the Company shall
cause certain
         specified items to be delivered that are necessary in the opinion of
the lead investor   s
         counsel to provide a perfected first priority security interest in the
assets of the Company,
         and also provides that failure to deliver the foregoing shall
constitute an event of default
         under the Notes. We also note your disclosure on page F-32 that the
Company failed to
         perfect the security interest. Please revise to clarify whether the
Notes are currently in
         default.
6.       We note your disclosure on page 37 regarding the Blue Lease, and
disclosure regarding
         the entry by Trio Petroleum Corp. into an amendment to the lease
agreement on May 27,
         2022. However, we note that the amendment filed as Exhibit 10.10
identifies Trio
         Petroleum LLC as the lessee. Please advise.
Quantitative and Qualitative Disclosure About Market Risk, page 41

7.       We note your disclosure that your market risk exposure is primarily a
result of exposure
         due to potential changes in inflation or interest rates. Please update
your risk factor
         section if recent inflationary pressures or rising interest rates have
materially impacted
 Frank Ingriselli
FirstName   LastNameFrank Ingriselli
Trio Petroleum   Corp.
Comapany
October     NameTrio Petroleum Corp.
         5, 2022
October
Page 3 5, 2022 Page 3
FirstName LastName
         your operations or liquidity. For example, identify the types of
inflationary pressures you
         are facing and how your business has been affected.
Business, page 42

8.       We note your response to prior comment one, including your revised
disclosure on page
         43 that Measure Z, if upheld by the Supreme Court, may materially
affect your business
         if, for example, the County denies permits for    [y]our anticipated
oil/gas operations such
         as long-term development and production, new oil/gas wells, a new
water-disposal
         project, etc.    Please further revise to state clearly how Measure Z,
if upheld
         by California's Supreme Court, may materially affect your business, in
the context of your
         plan of operations. For example, we note your disclosure on page 46
suggests the need to
         obtain additional permits for your plan of operations with respect to
your existing wells
         and the HV-1, HV-2 and HV-4 wells. Please also update your disclosure
in forthcoming
         amendments. In this regard, we note your disclosure that it was
anticipated that the
         opposition's brief would be filed with the Supreme Court on or before
May 27, 2022.
Business
Description of Oil and Gas Properties and Current Operations, page 45

9.       We have read your response to prior comment 4 and note the use of
different working
         interests (W.I.) in regard to developed acreage vs. net productive
wells; e.g. 80 gross/80
         net developed acres (W.I. = 100%) vs. 2.0 gross/1.65 net productive
wells (W.I. = 82.5%).
         We also note the use of different working interests in regard to your
undeveloped acreage;
         e.g. 8,520 gross/7,720 net undeveloped acres (W.I. = 90.6%) vs.
disclosure that you have
         an 82.5% W.I. in the South Salinas Project. Please revise your
disclosures to reconcile the
         difference or explain the reason for the difference.
Evaluation of Reserves and Net Revenue, page 46

10.      We have read the two reserve reports filed as Exhibit 99.1 (Phase 1
and 2, as of November
         1, 2021) and Exhibit 99.2 (Full Development, as of November 1, 2021 ),
and the related
         disclosures throughout your Registration Statement. We note the SEC
probable and
         possible reserves and related estimates of net cash flows discounted
at 10% (PV-10) are
         disclosed throughout your filing as of November 1, 2022. Please note
SEC reserve
         evaluations, based on historical average prices and costs, provide an
estimate of reserves
         using an effective date "as of the end of a time period," e.g. as of
October 31, 2021. Please
         revise the reserves disclosures throughout your filing to conform to
this "as of" date. Refer
         to the disclosure requirements in Item 1202(a) of Regulation S-K.
11.      We note disclosure on page 46 that    KLSP states the reserves and
their determination are
         consistent with definitions found in Rule 4-10 of SEC Regulation S-K.
  We also note
         disclosure in the Registration Statement and in Exhibits 99.1 and 99.2
of certain P2
         Probable (P50) and P3 Incremental Possible (P10) oil and/or natural
gas reserves relating
         to Phase 2 and the Full Field Development that are contingent upon the
following:
 Frank Ingriselli
FirstName   LastNameFrank Ingriselli
Trio Petroleum   Corp.
Comapany
October     NameTrio Petroleum Corp.
         5, 2022
October
Page 4 5, 2022 Page 4
FirstName LastName
                Restoration of an idle gas pipeline in which you do not hold an
ownership interest or
              have a contract for access (pages 5 and 45),
                Demonstration of success in Phase 1 prior to initiating Phase 2
or the Full Field
              Development (page 47),
                Drilling 12 wells and commencing long-term production beginning
July 2024 in
              Phase 2 for which you have not sought or secured the necessary
regulatory permits
              (page 44 and 47),
                Drilling 144 wells and commencing long-term production
beginning in the third
              quarter of 2024 for the Full Field Development for which you have
not sought the
              necessary regulatory permits (page 47), and
                Adequate funding for $37.7 million in capital expenditures to
be incurred in Phase 2
              beginning July 2024 based upon a future secondary capital raise
which has not
              occurred, and $463.2 million in total capital expenditures to be
incurred by the end of
              2027 for the Full Field Development (page 47).

         Please provide us with an analysis and documentation in sufficient
detail to support there
         exists or there is a reasonable expectation that there will exist, the
legal right to produce,
         an installed means of delivering your natural gas reserves to market,
all permits and
         financing required to implement the Phase 2 and Full Field Development
Projects. Refer
         to Rule 4-10(a)(17)(iv) and (a)(26) of Regulation S-X.
Disclosure of Reserve Volumes and Reserve Values at November 1, 2021, page 48

12.      We have read your response to prior comment 11 and note the revised
narrative on page
         47 includes the phrases    all or essentially all   ,    may be
considered to be undeveloped   ,
         and    for all practical purposes;    however, these do not provide a
definitive statement of
         the undeveloped status of the estimated probable and possible
reserves.

         We also note Table 1 on page 48 was not expanded to identify the
probable and possible
         reserves associated with the development phases as undeveloped. We
re-issue the prior
         comment.
13.      We have read your response to prior comment 12 and note Table 1 on
page 48 still
         contains the arithmetic summation of information as various "Totals"
relating to the
         individual estimates from probable and possible reserve categories.

         We also note the inclusion on page 47,    It is important to note that
there are uncertainties
         relating to the estimates of Probable and Possible reserves and to
related estimates of
         future cash flows. The estimates of reserves and future cash flows
have not been adjusted
         for these uncertainties and therefore they may not be comparable with
each other and
         should not be summed arithmetically with each other.    does not fully
describe the
         uncertainty associated with the probable and possible reserve
categories. Refer to the
         disclosure requirements in 1202(a)(5) of Regulation S-K, the
definitions in Rule 4-
         10(a)(17) and (18) of Regulation S-X, and Question 105.01 in our
Compliance and
         Disclosure Interpretations (   C&DIs   ) regarding Oil and Gas Rules
and Items 1202(a)(1)
 Frank Ingriselli
FirstName   LastNameFrank Ingriselli
Trio Petroleum   Corp.
Comapany
October     NameTrio Petroleum Corp.
         5, 2022
October
Page 5 5, 2022 Page 5
FirstName LastName
         and (a)(2) of Regulation S-K. We re-issue the prior comment.
14.      We note the figures shown in Table 1 on page 48 for the undiscounted
net cash flows and
         the net cash flows discounted at 10% relating to the P3 Incremental
Possible reserves for
         Phase 1 and Phase 2, and the P2 Probable (P50) and P3 Incremental
Possible reserves for
         the Entire Project appear to be inconsistent with the comparable
figures shown in Exhibits
         99.1 and 99.2. Please revise the disclosure to resolve these
inconsistencies or tell us why
         revisions are not needed.
15.      We have read your response to prior comment 13 and the note included
on page 45,    it is
         assumed here that 6 BCFG is 1 million barrels of oil-equivalent gas.
 Please consider
         using a more conventional description for determing the equivalency,
such as    the
         conversion rate used is 6.0 Mcf per 1 barrel of oil equivalence (BOE).
   Please revise your
         disclosure and include a similar note/footnote to Table 1 on page 48,
and replace the use
         of    BOEG or barrel of oil equivalent gas    throughout your filing
with    BOE or barrel of
         oil equivalent.    Refer to Instruction 3 to Item 1202(a)(2) of
Regulation S-K.
Management, page 49

16.      Please revise to disclose all information required by Item 401(e) of
Regulation S-K. For
         example, it appears that Frank Ingriselli also serves as a director of
Elephant Oil Corp.
Principal Stockholders, page 59

17.      Please revise to disclose any material terms of the escrow agreements
with GencapFund I
         LLC and Primal Nutrition Inc.
Exhibits

18.      We note your response to prior comment 15; however, we could not
locate the note
         payable to Trio Petroleum LLC. Please advise. Also, please file an
executed copy of
         the Securities Purchase Agreement with GPL Ventures, LLC.
19.      The disclosures in Exhibits 99.1 and 99.2 do not appear to address all
of the reserve report
         requirements pursuant to Item 1202(a)(8) of Regulation S-K. Please
obtain and file a
         revised reserves report to include disclosure addressing the following
points:
             The purpose for which the report was prepared, e.g. for inclusion
as an exhibit in a
              filing made with the U.S. Securities and Exchange Commission
(Item 1202(a)(8)(i))
              for Exhibit 99.2.
             The effective date of the reserve reports should be revised to
as of the end of the
              evaluation period   ; e.g. as of October 31, 2021, to correlate
with the unweighted
              arithmetic average of the first-day-of-the-month historical
prices starting November
              1, 2020 and ending October 1, 2021 (Item 1202(a)(8)(ii)).
             The date on which the reports were completed (Item 1202(a)(ii)).
             The proportion of the registrant   s total reserves covered by the
reports (Item
              1202(a)(8)(iii)).
 Frank Ingriselli
FirstName   LastNameFrank Ingriselli
Trio Petroleum   Corp.
Comapany
October     NameTrio Petroleum Corp.
         5, 2022
October
Page 6 5, 2022 Page 6
FirstName LastName
                A statement that the assumptions, data, methods, and procedures
are appropriate for
              the purpose served by the reports (Item 1202(a)(8)(iv)).
                The average realized prices by product for the reserves
included in the reports as part
              of the discussion of primary economic assumptions (Item
1202(a)(8)(v)).
                Expanded discussion to address the uncertainty associated with
the reserve categories
              of probable and possible reserves included in the reports to
comply with Item
              1202(a)(5) of of Regulation S-K and the definitions in Rule
4-10(a)(17) and (18) of
              Regulation S-X (Item 1202(a)(8)(vii)).
                A statement that the third party has used all methods and
procedures as it considered
              necessary under the circumstances to prepare the reports (Item
1202(a)(8)(viii)).
                Clarification that the probable and possible reserves volumes
included in the reports
              are undeveloped. The information in the reserve report should
correlate with the
              disclosure of undeveloped probable and possible reserves in the
Registration
              Statement to comply with Items 1202(a)(1) and (a)(2) of
Regulation S-K (Item
              1202(a)(8)(ix)).
20.      The revised reserves reports should also address the following points:
             We note the reserves reports use various terms related to proved,
probable and
             possible reserves based on Rule 4-10(a) of Regulation S-X and/or
the Petroleum
             Resoources Management System (SPE-PRMS), e.g. Proved (P90); 2P,
Probable
             (P50); and 3P, Incremental Possible (P10). Please consider
including a Glossary of
             Terms with each reserve report to define proved, probable,
possible, 2P/P50, 3P/P10,
             development project, and any other terms. In conjunction with
these revisions, also
             consider including a Glossary of Terms within your Registration
Statement.
             Since the reserve reports are referenced in a filing made with the
SEC pursuant to
             Item 1202(a)(8) of Regulation, please revise disclosure in the
reserve reports to
             remove language that limits the distribution of the reports to an
exclusive audience,
             e.g. disclosure under the section    Statement of Risk and
Preparer Independence
             includes the statement that    use by other parties, or for
purposes other than those
             expressed by Trio Petroleum Corp., are not authorized without
written consent by
             KLSP.
21.      We note disclosure under the section    Location and Geological
Setting    on page 8 of
         Exhibit 99.1 that Trio has mineral leases covering approximately
10,075 acres relating to
         the South Salinas Project; however, disclosure on page 45 of the
Registration Statement
         indicates Trio only has 8,600 gross acres. Please resolve the apparent
inconsistency and
         tell us the impact, if any, to the estimates of reserves prepared by
KLS.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 Frank Ingriselli
Trio Petroleum Corp.
October 5, 2022
Page 7

statement.

        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,
FirstName LastNameFrank Ingriselli
                                                          Division of
Corporation Finance
Comapany NameTrio Petroleum Corp.
                                                          Office of Energy &
Transportation
October 5, 2022 Page 7
cc:       Robert Cohen
FirstName LastName