Exhibit 3.1

Amendment to

Amended & Restated

Bylaws of

Trio Petroleum Corp.

(a Delaware corporation)

Trio Petroleum Corp. (the “Corporation”) a corporation duly organized and existing under the General Corporation Law of the State of Delaware, does hereby amend Article 2.8 of the Corporation’s Amended & Restated Bylaws (the “Bylaws”) in its entirety as follows:

2.8 Quorum.

Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of one-third (1/3) in voting power of the stock issued and outstanding and entitled to vote, present in person if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these Bylaws until a quorum is present or represented. At any adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

The amendment to the Bylaws herein was duly adopted and enacted by the Corporation’s Board of Directors by resolution on May 20, 2025, in accordance with the Company’s Bylaws, Amended and Restated Certificate of Incorporation, and in accordance with the General Corporation Law of the State of Delaware.

All other provisions of the Bylaws shall remain unchanged and shall continue in full force and effect.

Exhibit 99.1

Trio completes acquisition of cash flow positive oil and gas assets in prolific heavy oil region of Saskatchewan Canada

Bakersfield, CA, May 21, 2025 – Trio Petroleum Corp (NYSE American: TPET) (“Trio” or the “Company”), a California-based oil and gas company, today is pleased to announce that it has closed on the balance of certain petroleum and natural gas properties held by Novacor Exploration Ltd. (“Novacor”). More specifically, TPET closed on the remaining Novacor TWP47 assets, located at the South-West quarter of Section 19, Township 47, Range 26W3M. These assets are in the prolific Lloydminster, Saskatchewan heavy oil region (the “Acquisition”). This acquisition strategically positions the Company to expand its operations into one of North America’s most promising heavy oil basins, with upside potential for long term production and reserve growth. Since the Novacor assets are in the heavy oil area, Trio believes they offer economic development and low operational costs. Trio also believes that the market accessibility combined with a favorable regulatory process makes this area very attractive for continued and future development within these lands.

As reported in the Company’s press release on April 10, 2025, the Novacor assets are located at the South-West quarter of Section 19, Township 47, Range 26W3M and the Northeast Section 3, Township 48, Range 24W3M, both in the Lloydminster, Saskatchewan area. There are currently seven producing wells located on the two properties. Production from the wells in Section 19 is subject to Freehold Royalties of 13.5% and a GORR of 2%, and production from the wells in Section 3 is subject to Freehold Royalties of 15%. The wells produce heavy crude oil from the McLaren/Sparky and Lloydminster formation(s). Novacor is the operator of these cash flow positive wells and has the capability to rapidly double production. The area is home to some of the largest players in the industry such as Cenovus Energy, Canadian Natural Resources, Baytex Energy, Rife Resources and many others who have made Heavy Oil a staple of their operation, and where numerous opportunities to acquire additional highly economic fields exist.

Important in this acquisition is Novacor’s ability to address recent fluctuations in global oil prices and their limited impact on the company’s operations. Novacor will continue as operator of the assets. While market volatility is inherent in the energy sector, the Company believes that Novacor’s strategic focus on operational efficiency and low lift costs provides a significant buffer against downward price pressures.

Novacor’s current lift cost stands at a competitive CDN $10.00 per barrel. Trio believes that this low operational expenditure will help ensure Trio maintains strong profitability even in a lower oil price environment. Trio also believes that its commitment to cost management and efficient production techniques will allow it to navigate market fluctuations with greater resilience compared to companies with higher operating costs, thus providing Trio with a significant advantage in its ability to produce oil economically in the current market.

Novacor has a long history of oil and gas development in the area. Trio’s plan is to aggressively grow its footprint in the area utilizing Novacor as an operator of the assets. The Company will continue to seek opportunities for strategic growth and optimization with Novacor’s operational efficiencies and its plan is to deliver consistent value to shareholders through a disciplined approach to operations and cost management.”

Mr. Ross, Trio’s CEO stated, “Our immediate plan is to initiate our workover program to increase production on these newly acquired assets and we believe our next couple of quarters should reflect the benefit of our work. Our focus remains on acquiring projects that generate immediate cash flow or offer transformative growth potential with strategic investment. We believe that this approach aligns with our long-term vision of creating exponential value while managing risk and resources effectively.”

Terms of the Acquisition

The stated purchase price of the Acquisition was US$650,000 in cash paid in two tranches, and 526,536 in shares of common stock of Trio, which were registered for resale in a registration statement which Trio expects to be declared effective by the United States Securities and Exchange Commission in the near future. The Company paid Novacor a good faith deposit of $65,000, which was applied to the cash portion of the purchase price at the initial closing.

About Trio Petroleum Corp

Trio Petroleum Corp is an oil and gas exploration and development company in California, Utah and Lloydminster, Saskatchewan.

Cautionary Statement Regarding Forward-Looking Statements

All statements in this press release of Trio Petroleum Corp (“Trio”) and its representatives and partners that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words “estimates,” “believes,” “hopes,” “expects,” “intends,” “on-track”, “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Acts and are subject to the safe harbor created by the Acts. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Trio’s control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Risk Factors sections of the Trio reports filed with the Securities and Exchange Commission (SEC). Copies of such documents are available on the SEC’s website, www.sec.gov. Trio undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Relations Contact:

Redwood Empire Financial Communications

Michael Bayes

(404) 809 4172

michael@redwoodefc.com