Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On March 24, 2026, Trio Petroleum Corp, a Delaware corporation (the "Company") entered into a Settlement Agreement and Release (the "Settlement Agreement") with McDermott Will & Schulte LLP ("McDermott") pursuant to which, subject to the terms and conditions set forth in the Settlement Agreement, the Company agreed to resolve, settle, and compromise among other things the Company's obligation to pay an aggregate of $392,700.23 in fees for legal services previously performed by McDermott for the Company (the "Fees"). In consideration of the Fees, the Company agreed to issue to McDermott 446,149 restricted shares (the "Shares") of common stock, par value US$0.0001 per share (the "Common Stock") of the Company, as determined by the calculation as set forth in the Settlement Agreement (the "Settlement Payment"). The Company also agreed to have such Shares registered on a resale registration statement (the "Resale Registration Statement"), with the Company to use its commercially reasonable efforts to file the Resale Registration Statement with the Securities and Exchange Commission (the "Commission") within twenty (20) calendar days after the issuance of the Shares, and to use its commercially reasonable efforts to cause such Resale Registration Statement to become effective by the Commission within forty-five (45) days after the issuance of the Shares.

In consideration of the Settlement Payment and effective as of the date of the filing of the Resale Registration Statement, both the Company and McDermott agreed to release and discharge the other party from all liabilities, claims, obligations, and all other legal responsibilities of any form whatsoever relating to: (i) the subject matter of the Settlement Agreement; (ii) any acts or omissions by either party occurring prior to the date of the Settlement Agreement; and (iii) any costs, attorneys' fees or expenses incurred by either party in connection with the subject matter of the Settlement Agreement prior to the date of entry into the Settlement Agreement.

The foregoing summary of the Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities

The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of McDermott in the Settlement Agreement, the issuance of the Shares pursuant to the Settlement Agreement to McDermott as consideration in the Settlement Payment was made in a transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and corresponding provisions of state securities or "blue sky" laws.

None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.