Exhibit
10.1


 


LOAN
AGREEMENT entered into as of the __ day of March, 2021


 


	BETWEEN:	TRILLION
    ENERGY INTERNATIONAL INC., a corporation existing under the laws of Delaware having a place of business at Suite 700,
    838 West Hastings Street, Vancouver, B.C. V6C 0A6,
	 	 
	 	(hereinafter
    called the “Borrower”)
	 	 
	AND:	FLAVIU
    FORGACIU., an individual resident in 3155 Tribute Creek Blvd, Rochester Hills, Michigan, 48306.
	 	 
	 	(hereinafter
    called the “Lender”)


 


WHEREAS
the Lender has offered to provide a loan to the Borrower pursuant to a Term Sheet dated March 5, 2021 (the “Offer”).


 


AND
WHEREAS the Lender and the Borrower are desirous to give effect to the Offer on the following terms and conditions:


 


NOW
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth the parties agree as follows:


 


Article
1 LOAN


 


	1.1	Subject
    to the provisions hereinafter set forth, the Lender agrees to lend to the Borrower, hereto accepting, the sum of FIVE HUNDRED
    THOUSAND UNITED STATES DOLLARS (USD$500,000) (the “Loan”), repayable in the manner provided under Article
    4 hereof.


 


Article
2 BONUS AND INTEREST


 


	2.1	At
    the date hereof, the Borrower shall, as a signing bonus in consideration of the Loan, subject to the receipt of approval of
    Canadian Securities Exchange (the “CSE”), issue ONE MILLION (1,000,000) common share purchase warrants
    (the “Warrants”) with an exercise price of USD$0.16 per Warrant (the “Bonus”).
	 	 
	2.2	The
    principal amount of the outstanding Loan shall bear interest from the Disbursement Date (as hereinafter defined) of the Loan,
    inclusive, until the Maturity Date (as hereinafter defined) at a rate of FIFTEEN PERCENT (15%) per annum, calculated annually.
	 	 
	2.3	Interest
    accrued on the unpaid principal amount is due and payable quarterly in arrears on the last business day of the month, the
    first payment becoming due and payable on the last day of the calendar month three months after which the Disbursement Date
    occurred.
	 	 
	2.4	Any
    overdue payment of interest and any principal amount of the Loan paid after the Maturity Date shall bear interest at the interest
    rate stated under paragraph 2.2.


 


Article
3 DISBURSEMENT OF THE LOAN


 


	3.1	The
    Loan shall be disbursed, by way of a single advance, at the request of the Borrower but no later than March 5, 2021 (the date
    of the advance of the funds is referred to as the “Disbursement Date”), upon satisfaction of all
    the conditions precedent provided under Article 8 hereof.


 




    	 



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Article
4 repayment of the loan


 


	4.1	The
    Borrower undertakes to repay to the Lender the principal amount of the Loan, in the amount of FIVE HUNDRED THOUSAND UNITED
    STATES DOLLARS (USD$500,000), in full on the date that is one year from the Disbursement Date (the “Maturity Date”).
	 	 
	4.2	The
    Borrower has the right to repay, at any time and from time to time, in whole or in part, the Loan without any notice or penalty.
	 	 
	4.3	In
    the event the Borrower repays the Loan prior to the Maturity Date, the interest paid by the Borrower to the Lender shall equal
    no less than USD$37,500 (the “Minimum Interest”). If the Borrower has not paid the Minimum Interest, such
    amount shall be paid to the Lender to provide the Lender with a interest total equal to the Minimum Interest. In the event
    the Borrower has already paid the Minimum Interest amount, no further interest payment shall be necessary other than amounts
    accrued pursuant to the Loan.


 


Article
5 PLACE AND MANNER OF PAYMENTS


 


	5.1	Any
    amount due hereunder shall be paid, without notice or demand, to the order of the Lender or by any method agreed to between
    the Borrower and the Lender, delivered at the address of the Lender mentioned herein, or at any other location in Canada or
    the United States of America, or to the order of any other person that the Lender may indicate in writing to the Borrower.
	 	 
	5.2	When
    a payment or repayment is due on a date that is not a business day, such payment or repayment shall be made on the next business
    day.
	 	 
	5.3	For
    the purposes hereof a business day shall mean any day other than a Saturday, a Sunday or a statutory holiday in the Province
    of Alberta.


 


Article
6 REPRESENTATIONS AND WARRANTIES OF THE BORROWER


 


	6.1	The
    Borrower represents and warrants as follows:


 


	 	6.1.1	the
    Borrower is duly incorporated, validly existing and in good standing under the laws governing its incorporation, it is not
    in default under the corporate laws governing it and it has all corporate powers and authority to own its properties, and
    to conduct its business as it currently operates and intends to operate;
	 	 	 
	 	6.1.2	the
    Borrower has the requisite corporate powers to execute this Agreement and to bind itself hereunder;
	 	 	 
	 	6.1.3	all
    activities of the business of the Borrower are carried on in accordance with all laws, regulations and by-laws applicable
    to the Borrower, the operation of its business;
	 	 	 
	 	6.1.4	the
    execution of this Agreement, any other documents accessory thereto by the Borrower or the compliance by it with the respective
    obligations contained in each agreement does not and shall not contravene or constitute a default under the terms of its articles,
    by-laws, or any contract, agreement or venture to which it is a party or under which it is bound;
	 	 	 
	 	6.1.5	this
    Agreement constitutes, and the agreements and instruments required hereunder when entered into, will constitute valid and
    legally binding obligations of the Borrower enforceable against it in accordance with the respective terms thereof;
	 	 	 
	 	6.1.6	the
    consummation of the transaction herein contemplated will not result in any breach of any of the terms, conditions or provisions
    of, or constitute a default under any statute, indenture, agreement or other instrument to which the Borrower is a party of
    by which it may be bound.


 




    	 



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	6.2	Each
    of the representations and warranties of paragraph 6.1 hereof, shall be true and accurate on the Disbursement Date of the
    Loan and all undertakings mentioned herein shall survive until the full payment of all amounts due to the Lender hereunder.


 


Article
7 REPRESENTATIONS AND WARRANTIES OF THE LENDER


 


	7.1	The
    Lender hereby represents and warrants that he is: 


 


	 	7.1.1	an
    accredited investor pursuant (as such term is defined in National Instrument 45-106) in accordance with Canadian securities
    laws and has completed the exhibits hereto with respect to the same.
	 	 	 
	 	7.1.2	An
    accredited investor pursuant to US securities laws, and has completed the exhibits hereto with respect to the same.


 


Article
8 CONDITIONS PRECEDENT TO DISBURSEMENT OF THE LOAN


 


	8.1	The
    obligation of the Lender to make the Loan available is subject to compliance with all the provisions and conditions hereinafter
    mentioned:


 


	 	8.1.1	the
    Lender shall have received a copy of this Agreement duly executed by the Borrower; and
	 	 	 
	 	8.1.2	the
    Bonus shall have been paid to the Lender by the Borrower.


 


	8.2	The
    conditions of paragraph 8.1 enure to the exclusive benefit of the Lender who may waive its rights hereunder in whole or in
    part, with or without restrictions.


 


Article
9 COVENANTS OF THE BORROWER


 


	9.1	The
    Borrower hereby covenants to the Lender as and from the date hereof and for so long as any amount whatsoever due to the Lender
    hereunder will be still outstanding, that it shall comply with and satisfy each of the following covenants and conditions
    to the extent that they are applicable:


 


	 	9.1.1	the
    Borrower shall repay and shall attend to the timely repayment of the principal and interest under the Loan on the dates, at
    the locations, in the currency and in the manner set out hereunder; and
	 	 	 
	 	9.1.2	the
    Borrower shall do all things necessary or shall attend to do all things required to maintain its corporate existence.


 


Article
10 EXPENSES


 


	10.1	The
    parties hereto shall each be responsible for their owns costs in connection with this Agreement. 


 


Article
11 EVENTS OF DEFAULT


 


	11.1	Notwithstanding
    anything herein provided, the Lender may demand the immediate payment of the principal amount of the Loan together with all
    accrued and unpaid interest thereon and all other amounts owing by the Borrower to the Lender hereunder in each and every
    one of the following events (each hereinafter called an “Event of Default”):


 


	 	11.1.1	if
    the Borrower defaults in the payment in whole or in part on its due date of any sum due to the Lender;


 


 




    	 



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	 	11.1.2	if
    the Borrower makes a proposal or an assignment for the benefit of its creditors or a petition in bankruptcy be presented against
    the Borrower or a receiver be appointed under the Bankruptcy and Insolvency Act (Canada) or any other insolvency legislation,
    or if a process of execution or judgment be enforced or levied on upon any property of the Borrower;
	 	 	 
	 	11.1.3	if
    the Borrower ceases to carry on, in the ordinary course, its business or a substantial part thereof;
	 	 	 
	 	11.1.4	if
    any of the representations and warranties of the Borrower as stipulated herein prove to be false or incorrect in any material
    respect at any time during the term hereof; and
	 	 	 
	 	11.1.5	if
    the Lender at any time discovers that any statement, representation or warranty herein or in any document delivered to the
    Lender pursuant hereto, is false or misleading in any material respect.


 


	11.2	The
    acceptance by the Lender, after the occurrence of an Event of Default, of payment of any sum owing hereunder, or the exercise
    by the Lender of any right, recourse or remedy herein or otherwise provided shall not preclude it from exercising any other
    right, recourse or remedy, it being agreed that all the Lender’s rights, recourses and remedies against, under or in
    respect of this Agreement shall be cumulative and not alternative.
	 	 
	11.3	No
    failure or delay on the part of the Lender in exercising any power or right hereunder shall operate as a waiver thereof nor
    shall any single or partial exercise of any such right or power preclude any other or further exercise thereof, nor the exercise
    of any other right or power hereunder. No modification or waiver of any provisions of this Agreement hereunder shall in any
    event be effective unless the same shall be in writing and then such waiver shall be effective only in the specific instance
    and for the purpose for which given. No notice or demand on the Borrower in any case shall, of itself, entitle the Borrower
    to any other or further notice or demand in similar or further circumstances.
	 	 
	11.4	Following
    occurrence and continuance of an Event of Default, the principal amount of the Loan becomes automatically due and payable,
    together with the interest accrued, all without the need of a further demand or any other notice, which Borrower hereby waives.
    
	 	 
	11.5	Notwithstanding
    the terms hereof, the Lender shall be entitled at all times, without prejudice to its right to subsequently exercise the relevant
    recourse, to waive its rights, in writing only, under any default of the Borrower or to grant extensions so as to remedy a
    default or to take any other action that it judges to be in its own interest or in the interest of the Borrower.


 


Article
12 GENERAL PROVISIONS


 


	12.1	The
    rights and remedies provided to the Lender under this Agreement are cumulative and are in addition to and not in substitution
    for any other rights and remedies which the Lender may have under the laws of Alberta or any other jurisdiction and the exercise
    by the Lender of any right or remedy arising from a default or breach of any agreement, covenant or obligation contained in
    this Agreement shall not be deemed to be a waiver of or to alter, affect, or prejudice any other right or remedy to which
    the Lender may be lawfully entitled for the same default or breach.
	 	 
	12.2	Whenever
    the Lender or the Borrower is required or entitled to notify or direct the other or to make a demand upon or request of the
    other relating to the Interim Loans or this Agreement, such notice, direction, demand or request will be sufficiently given:
    (i) if given in writing and delivered to the party for whom it is intended at the address of such party as set forth on the
    first page of this Agreement or as changed pursuant hereto or if sent by prepaid registered mail addressed to the party for
    whom it is intended at the address of such party herein set forth or as changed pursuant hereto; or (ii) such notice, direction
    or demand is delivered by way of facsimile or other electronic means and is accompanied by a delivery receipt.



 



    	 



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	12.3	All
    the provisions of this Agreement shall enure to the benefit of and be binding upon the successors and assigns of the Borrower
    and the Lender respectively.
	 	 
	12.4	In
    case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect,
    the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or
    impaired thereby.
	 	 
	12.5	This
    Agreement will be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the
    parties will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein and each
    party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such province and all courts
    competent to hear appeals therefrom.
	 	 
	12.6	Time
    will be of the essence of this Agreement.
	 	 
	12.7	The
    Borrower and the Lender agree from time to time to do such further acts and execute and deliver all further deeds and documents
    as are reasonably required in order to fully perform and carry out the terms of this Agreement.
	 	 
	12.8	The
    division of this Agreement into Articles, Sections and Subsections and the insertion of headings are for convenience of reference
    only and will not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement
    to an Article, Section, Subsection or Schedule refers to the specified Article, Section or Subsection of or Schedule to this
    Agreement. 
	 	 
	12.9	No
    modification, variation or amendment of any provision of this Agreement will be made except by written agreement executed
    by the Borrower and the Lender.
	 	 
	12.10	As
    the context may require, the singular shall include the plural, and vice-versa; words importing the masculine gender shall
    include the feminine gender, and vice-versa.
	 	 
	12.11	The
    preamble hereto shall form an integral part hereof.
	 	 
	12.12	This
    Agreement may be executed in counterparts, each of which will constitute an original and all of which taken together will
    constitute one and the same instrument. Any signature by any party may be evidenced and transmitted by a facsimile or emailed
    copy of the original signature.
	 	 
	12.13	It
    is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Il
    est de la volonté expresse des parties que cette convention et tous les documents s’y rattachant soient rédigés
    et signés en anglais.



 



    	 



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IN
WITNESS WHEREOF, the parties hereto have executed this Loan Agreement on the date first above written.


 


	 	TRILLION
    ENERGY INTERNATIONAL INC.
	 	 	 
	 	Per:
    	/s/
    Arthur Halleran
	 	 	Arthur
Halleran

        President
        & CEO



 


	 	/s/
    Flaviu Forgaciu
	Witness	Flaviu
    Forgaciu