Exhibit 10.1

Asset Purchase Agreement

by and among

Trio Petroleum Corp

Trio Petroleum Canada, Corp.

and

Capital Land Services Ltd.

TABLE OF CONTENTS

Schedules

Asset Purchase Agreement

Dated as of the 20th day of August 2025

This Asset Purchase Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Trio Petroleum Corp, a Delaware corporation (“Parent”); (ii) Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of Parent (the “Buyer”); and (iii) Capital Land Services Ltd., a corporation incorporated under the Province of Alberta (“Seller”). Each of Parent, Buyer and Seller may be referred to herein collectively as the “Parties” and separately as a “Party”.

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets (as defined below) in return for the payment of certain cash consideration and with the issuance to Seller of certain shares of common stock, par value $0.0001 per share, of Parent (the “Common Stock”), upon the terms and subject to the conditions set forth in this Agreement;

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:

ARTICLE I.

Definitions and Interpretation

Section 1.01 Definitions. In addition to the other terms defined herein, the following terms, as used herein, have the following meanings

provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly or indirectly, arising out of or attributable to:

together with all associated tangible equipment and surface leases.]

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires:

ARTICLE II.

Purchase and Sale

Section 2.01 Assets. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller, who holds beneficial ownership of the Assets, shall sell, assign, transfer and deliver to Buyer, free and clear of all Liens and Encumbrances, other than the Permitted Encumbrances, all of the Assets. The “Assets” shall be comprised of the Assigned Contracts and the other Permits and assets as set forth on Schedule A.

Section 2.02 Purchase Price.

The purchase price for the Assets shall be:

Section 2.03 Closing The closing of the Transactions (the “Closings”), which shall occur, subject to the satisfaction or waiver (by the Party for whose benefit the conditions to exist) of the conditions to closing set forth in ‎Section 3.01, ‎Section 3.02 and ‎Section 3.03, on the later of:

(the “Closing Date”).

Section 2.04 Seller Deliverables at the Closing.

At the Closing, Seller shall deliver to Buyer the following:

Section 2.05 Buyer and Parent Deliverables at the Closing.

At the Closing:

Section 2.06 Additional Documents. At and following the Closing, the Parties shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to or following the Closing, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the Transactions.

Section 2.07 No Assumption of Liabilities. Other than as specifically set forth herein, neither Buyer nor Parent are assuming, nor shall either Buyer or Parent assume, any Liabilities of Seller, whether related to the Assets or otherwise.

Section 2.08 Potentially Adverse Instruments.

Section 2.09 Revitalize/PWC Transaction.

Section 2.10 Conveyance Taxes.

ARTICLE III.

Conditions to Closing

Section 3.01 Conditions to the Obligations of Each of the Parties. The obligations of each of the Parties to consummate the Closing are subject to the satisfaction, or waiver by each of the Parties, at or before the Closing Date, of all the following conditions:

Section 3.02 Conditions to the Obligations of Buyer and Parent. The obligations of Buyer and Parent to consummate the Closing are subject to the satisfaction (or waiver by Buyer and Parent, each in its sole discretion), at or before the Closing Date, of the following conditions:

Section 3.03 Condition to the Obligations of Seller. The obligations of Seller to consummate the Closing are subject to the satisfaction (or waiver by Seller in its sole discretion), at or before the Closing Date, of the following conditions:

ARTICLE IV.

[Intentionally Left Blank]

ARTICLE V.

Representations and Warranties of Seller

As an inducement to, and to obtain the reliance of Buyer, Seller represents and warrant to Buyer and Parent, as of the Effective Date and as of the Closing Date, as follows, except as set specifically disclosed in Schedule A:

Section 5.01 Existence and Power. Seller is a corporation, duly organized, validly existing, and in good standing under the laws of the Province of Alberta and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Seller has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 5.02 Due Authorization. The execution, delivery and performance of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions will not, violate any provision of the Seller Organizational Documents. Seller has taken all actions required by Law, the Seller Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and to consummate the Transactions.

Section 5.03 Valid Obligation. This Agreement and the other Transaction Documents executed by Seller in connection herewith constitute the valid and binding obligations of Seller enforceable in accordance with their respective terms, except as may be limited by the Enforceability Exceptions. Neither the execution, delivery and performance by Seller of this Agreement or any other Transaction Documents to which it is, or is specified to be, a party will contravene, violate or conflict with or result in the breach of or constitute a default under any of the Seller Organizational Documents, contravene, conflict with, or violate, or give any Governmental Authority or other Person the right to challenge any of the Transactions, or to exercise any remedy or obtain any relief under, any Law or governmental order to which Seller or any of the Assets could be subject.

Section 5.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement or any of the Transaction Documents by Seller requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 5.05 Approval of Agreement. The Board of Directors of Seller has authorized the execution and delivery of this Agreement and the other Transaction Documents by Seller and has approved this Agreement and the transactions contemplated hereby.

Section 5.06 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the Knowledge of Seller, threatened, by or against Seller or affecting any of the Assets, Seller or its properties, at Law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Seller has no Knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 5.07 Compliance With Laws and Regulations. Seller has complied with all applicable statutes and regulations of any provincial, federal, state, or other governmental entity or agency thereof, including with respect to section 431 of the Municipal Government Act (Alberta), except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, Assets, or condition of Seller or except to the extent that noncompliance would not result in the occurrence of any material liability for Seller.

Section 5.08 Regulatory Permits. Seller possesses all certificates, authorizations and Permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its businesses as presently conducted, and to own and operate the Assets and Seller has not received any notice of proceedings relating to the revocation or modification of any such Permit.

Section 5.09 Title to and Ownership of Assets.

No funding, facilities or personnel of any educational institution or Governmental Authority were used, directly or indirectly, to develop or create, in whole or in part, any Assets.

Section 5.10 [Intentionally left blank.]

Section 5.11 Absence of Certain Changes, Events and Conditions. Since April 21, 2025, and other than in the ordinary course of business consistent with past practice, there has not been any:

Section 5.12 Compliance with Laws. Seller is (and has been at all times during the past five (5) years) in compliance with all economic sanctions and anti-boycott Laws in all material respects, including the Laws and regulations administered by the U.S. Customs and Border Protection and U.S. Customs and Immigration Service, the Arms Export Control Act and the International Traffic in Arms Regulations, the Export Control Reform Act and the Export Administration Regulations, the Laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and Section 999 of the Internal Revenue Code.

Section 5.13 Assigned Contracts.

Section 5.14 Real Property.

Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty.

Section 5.15 Legal Proceedings; Governmental Orders.

No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Section 5.16 Compliance With Laws; Permits.

Section 5.17 Environmental Matters.

Section 5.18 Taxes.

Section 5.19 Tax Returns and Payments; Tax Liens. Seller:

There are no ongoing, pending or, to the Knowledge of Seller, threatened in writing, Tax audits or examinations relating to the Assets. No claim has ever been made by a Tax Authority in a jurisdiction in which Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction. All Taxes required to be withheld, collected or deposited by Seller with respect to the Assets have been timely withheld, collected or deposited and, to the extent required, have been paid to the relevant Tax Authorities. There are no Tax liens on any of the Assets, other than liens for current Taxes which are not yet due or payable. Seller has not entered into any agreement, waiver or other arrangement providing for an extension of time with respect to the assessment or collection of any Tax relating to the Assets or the Business.

Section 5.20 Insurance Policies. Correct and complete copies of each policy of insurance held by Seller and related to the Assets in any manner have been provided to Buyer. All insurance policies and bonds with respect to the Assets are in full force and effect and Seller has not reached or exceeded policy limits for any insurance policy in effect at any time during the past five (5) years.

Section 5.21 Restrictions on Business Activities. There is no Contract or Order to which Seller is a party or otherwise binding upon Seller that has or may reasonably be expected to have the effect of prohibiting, limiting, restricting, or impairing in a material respect any business practice of Buyer or Parent following the Closing, any acquisition or disposition of material property (tangible or intangible) by Seller, the conduct of business by Seller, as currently conducted, or otherwise limiting in a material respect the freedom of Seller or Buyer or Parent, following the Closing, to engage in any line of business or to compete with any Person.

Section 5.22 Privacy and Data Protection.

Section 5.23 Approval of Agreement. Seller is the only selling party required to authorize the execution and delivery of this Agreement and Seller, including the Board of Directors of Seller, has approved this Agreement and the Transactions.

Section 5.24 Investment Representations.

Section 5.25 Brokers. No agent, broker, finder or investment banker is entitled to any brokerage, finder’s or similar fee or commission from Seller in connection with the Transactions based upon arrangements made by or on behalf of Seller.

ARTICLE VI.

Representations and Warranties of Buyer and Parent

As an inducement to, and to obtain the reliance of Seller, Buyer and Parent represent and warrant to Seller as of the Effective Date and as of the Closing Date, as follows:

Section 6.01 Existence and Power.

Section 6.02 Due Authorization. The execution, delivery and performance of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions will not, violate any provision of the Buyer Organizational Documents or the Parent Organizational Documents. Each of Buyer and Parent has taken all actions required by Law, the Buyer Organizational Documents, the Parent Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and to consummate the Transactions.

Section 6.03 Valid Obligation. This Agreement and the other Transaction Documents executed by Buyer and Parent in connection herewith constitute the valid and binding obligations of Buyer and Parent, enforceable in accordance with their respective terms, except as may be limited by the Enforceability Exceptions. Neither the execution, delivery and performance by Buyer or Parent of this Agreement or any other Transaction Documents to which it is, or is specified to be, a party will contravene, violate or conflict with or result in the breach of or constitute a default under any of the Buyer Organizational Documents, or the Parent Organizational Documents, or contravene, conflict with, or violate, or give any Governmental Authority or other Person the right to challenge any of the Transactions, or to exercise any remedy or obtain any relief under, any Law or governmental order to which Buyer or Parent could be subject.

Section 6.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement or any of the Transaction Documents by Buyer or Parent requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 6.05 Approval of Agreement. The Board of Directors of Buyer and the Board of Directors of Parent have each authorized the execution and delivery of this Agreement and the other Transaction Documents by Buyer and Parent and have each approved this Agreement and the Transactions.

Section 6.06 The Restricted Shares. The Restricted Shares to be issued and delivered to Seller in accordance with this Agreement shall be, upon issuance and delivery of such Restricted Shares, be fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws and any Liens incurred by Seller.

Section 6.07 Brokers. No agent, broker, finder or investment banker is entitled to any brokerage, finder’s or similar fee or commission from Buyer or Parent in connection with the Transactions based upon arrangements made by or on behalf of Buyer or Parent.

Section 6.08 Compliance With Laws and Regulations. Buyer has complied with all applicable statutes and regulations of any provincial, federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, or condition of Buyer or except to the extent that noncompliance would not result in the occurrence of any material liability for Buyer.

Section 6.09 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the Knowledge of Buyer, threatened, by or against Buyer, or its properties, at Law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Buyer has no Knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 6.10 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement or any of the Transaction Documents by Buyer requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 6.11 Legal Proceedings; Governmental Orders.

No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Section 6.12 Taxes.

Section 6.13 Tax Returns and Payments; Tax Liens. Buyer:

No claim has ever been made by a Tax Authority in a jurisdiction in which Buyer does not file Tax Returns that Buyer is or may be subject to taxation by that jurisdiction. Buyer has not entered into any agreement, waiver or other arrangement providing for an extension of time with respect to the assessment or collection of any Tax relating to the assets of Buyer or the business of Buyer.

ARTICLE VII.

Termination; Survival

Section 7.01 Termination. This Agreement may be terminated on or prior to either Closing Date:

Section 7.02 Specific Enforcement. Notwithstanding the foregoing, the Parties acknowledge and agree that:

Section 7.03 Survival After Termination. Subject to the provisions of ‎Section 8.02, if this Agreement is terminated by in accordance with ‎Section 8.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this ‎Section 8.04 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

ARTICLE VIII.

Indemnification

Section 8.01 Indemnification of Parent and Buyer. If Closing occurs, Seller hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law Parent, Buyer and their respective Affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Buyer Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Buyer Losses”) incurred or sustained by any Buyer Indemnified Party as a result of or in connection with:

Section 8.02 Indemnification of Seller. If Closing occurs, Parent hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law Seller and its Affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Seller Indemnified Party”), against and in respect of any and all against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Seller Losses”) incurred or sustained by any Seller Indemnified Party as a result of or in connection with:

Section 8.03 Indemnification Procedures. The Person making a claim under this is referred to as the “Indemnified Party” and the Party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The term “Losses” shall mean either the Buyer Losses, or the Seller Losses, as the context requires or permits.

Section 8.04 Procedure. The following shall apply with respect to all indemnification claims pursuant to this Article VIII:

Section 8.05 Payments. Any indemnification required by this Article VIII for costs, disbursements or expenses of any Indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

Section 8.06 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 8.07 Time Limit. The obligations of Seller and Buyer under ‎Section 9.01 and ‎Section 9.02 shall expire two (2) years from the Closing Date, except with respect to:

Section 8.08 Limitations. Notwithstanding anything to the contrary in this Article VIII, no Party shall be obligated to indemnify any Persons for any Losses in excess of the total fair market value of the Restricted Shares as of the Closing Date, as determined based on the closing trading price of the Common Stock as of the date immediately preceding the Closing Date (the “Cap”). For the avoidance of doubt, Cap shall apply:

ARTICLE IX.

Miscellaneous

Section 9.01 Governing Law; Jurisdiction. Subject to Section 9.01(b), this Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including with respect to the Agency and Royalty Agreement, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the Province of Alberta, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the Province of Alberta.

Section 9.02 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THE PERFORMANCE THEREOF (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ‎Section 10.02. EACH OF THE PARTIES ACKNOWLEDGE THAT EACH HAS BEEN REPRESENTED IN CONNECTION WITH THE SIGNING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED BY THE RESPECTIVE PARTY AND THAT SUCH PARTY HAS DISCUSSED THE LEGAL CONSEQUENCES AND IMPORT OF THIS WAIVER WITH LEGAL COUNSEL. EACH OF THE PARTIES FURTHER ACKNOWLEDGE THAT EACH HAS READ AND UNDERSTANDS THE MEANING OF THIS WAIVER AND GRANTS THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER CONSIDERATION OF THE CONSEQUENCES OF THIS WAIVER WITH LEGAL COUNSEL.

Section 9.03 Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

Section 9.04 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party or Parties shall be reimbursed by the losing Party or Parties for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 9.05 Public Announcements and Filings. Unless required by applicable Law or regulatory authority, or the rules and regulations of the NYSE American, none of the Parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and Representatives in connection with the Transactions) or file any document, relating to this Agreement and the Transactions, except as may be mutually agreed by the Parties.

Section 9.06 Third Party Beneficiaries. This Agreement is strictly among the Parties and, except as specifically provided, no other Person and no director, officer, stockholder, employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 9.07 Expenses. Subject to ‎Section 10.04, except as specifically set forth herein, whether or not either Closing occurs, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the transactions contemplated herein.

Section 9.08 Entire Agreement. This Agreement and the other Transaction Documents represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 9.09 Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the Transactions for a period of two years therefrom, and provided that the covenants and agreements of the Parties as set forth in Article IV shall survive the Closing Date and shall remain in force for the periods as set forth in Article IV.

Section 9.10 Amendment; Waiver; Remedies.

Section 9.11 Limitation on Damages. In no event will any Party be liable to any other Party under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

Section 9.12 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by Persons of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between or among the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 9.13 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 9.14 Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Seller shall have no power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, including by merger, consolidation, operation of law, or otherwise, without the prior written consent of the other Buyer and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Buyer may, upon notice to Seller, elect to have a subsidiary of Buyer acquire the Assets in place of Buyer, and in connection therewith Buyer may assign or transfer, in whole or in part, this Agreement, and any of its rights or any of its obligations hereunder to such subsidiary of Buyer as the “Buyer” hereunder, at which time the Parties shall execute an addendum to this Agreement to reflect such assignment, to be in form and substance as reasonably agreed to by the Parties, and Buyer shall thereafter be released from any ongoing obligations hereunder to the extent sent forth in such addendum, provided that the Parties acknowledge and agree that the Restricted Shares shall still be issued by Trio Petroleum Corp at the Closing should it occur.

Section 9.15 Further Assurances. Each Party shall execute and deliver such documents and take such actions as may reasonably be requested by any other Party hereto in order to effectuate the Transactions.

Section 9.16 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof or of the other Transaction Documents and to enforce specifically the terms and provisions hereof or of the other Transaction Documents, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that:

Section 9.17 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Schedule A

ASSETS

At the Closing, in addition to the General Conveyance, Seller shall deliver to Buyer all conveyances, notices of assignment, other assignments, transfers, novations, authorizations and other documents that are reasonably required or desirable in accordance with normal oil and gas industry practice to effect the transfer of the Assets to Buyer and to novate Buyer into the Mineral Leases, agreements, and contracts relating to the Assets in the place of Seller with respect to the TWP47 Assets, including without limitation:

Any assignment or transfer requires the consent or approval of a third party or a governmental authority, Seller will serve all required notices in accordance with normal oil and gas industry practice. To the extent that normal oil and gas industry practice dictates that a consent request is served after Closing, Seller shall ensure compliance with the consent provisions in a timely manner. Notwithstanding the foregoing, Buyer may, by notice not later than five Business Days after execution of the Agreement, request the Vendor to serve any such notice promptly if the applicable consent requirement is other than for a consent that may not be unreasonably withheld.

Schedule B

General Conveyance

THIS GENERAL CONVEYANCE made this ____ day of _____, 2025.

BETWEEN:

CAPITAL LAND SERVICES LTD.
(the “Vendor”, or the “Transferor”);

AND

TRIO PETROLEUM CANADA, CORP.
(the “Purchaser” or the “Transferee”).

RECITALS

WHEREAS the Transferor has agreed to convey the Transferor’s entire interest in and to the Assets to the Transferee and the Transferee has agreed to acquire the entire interest of the Transferor in and to the Assets.

AND WHEREAS all the conditions precedent to the obligations of the Transferor and the Transferee to complete the Transaction have either been fulfilled or waived in the manner provided in the Agreement.

AGREEMENT

NOW THEREFORE in consideration of the promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, the Parties agree as follows:

IN WITNESS WHEREOF the Parties have executed and delivered this Agreement on the dates indicated below.