Trio Petroleum Corp

Upon receipt of stockholder approval for the Reverse Split Proposal, if our Board of Directors concludes that it is in the best interests of our Company and our stockholders to effect a Reverse Stock Split, a Certificate of Amendment will be filed with the Secretary of State of Delaware. The actual timing of the filing of such Certificate of Amendment with the Secretary of State of Delaware to effect such Reverse Stock Split would be determined by our Board of Directors. In addition, if for any reason our Board of Directors deems it advisable to do so, a Reverse Stock Split may be abandoned at any time prior to the filing of such Certificate of Amendment, without further action by our stockholders. In addition, our Board of Directors may deem it advisable to effect a Reverse Stock Split even if the price of our Common Stock is trading above $0.25 for a sustained period the time, in the event that the Board determines that the trading price of our Common Stock may still present the risk that the NYSE American could act to delist our shares of Common Stock from trading on the NYSE American. A Reverse Stock Split would be effective as of the date of filing with the Secretary of State of the State of Delaware (the “Effective Time”).

Upon the filing of a Certificate of Amendment, without further action on our part or our stockholders, the outstanding shares of Common Stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of Common Stock based on a Reverse Stock Split ratio as determined by the Board of Directors. For example, if you presently hold 3,000 shares of our Common Stock, you would hold 1,500 shares of our Common Stock following a Reverse Stock Split if the ratio is (1:2), 600 shares of our Common Stock following such Reverse Stock Split if the ratio is one-for-five (1:5), or you would hold 300 shares of our Common Stock if the ratio is one-for-fifteen (1:10).