UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported):June 2, 2005
TRIANGLE PETROLEUM CORPORATION
(Exact name of registrant as specified in charter)
| Nevada | | 000-51321 | | 98-0430762 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
Sun Life Plaza, Suite 1600, 144-4th Avenue SW, Calgary, Alberta, Canada | T2P3N4 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (403) 269-2129
Copies to:
Gregory Sichenzia, Esq.
Thomas A. Rose, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement; and
Item 3.02 Unregistered Sales of Equity Securities.
On June 2, 2005, Triangle Petroleum Corporation (the “Company”), entered into agreements with Ron W. Hietala and Ron Kinniburgh, pursuant to which Messrs. Kietala and Kinniburgh each purchased 2,000,000 shares of common stock from the Company, for which each investor paid $20,000. The securities were issued in a private placement transaction pursuant to Regulation S under the Securities Act of 1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (a) | Financial statements of businesses acquired. |
Not applicable.
| (b) | Pro forma financial information. |
Not applicable
Exhibit Number | | Description |
| 10.1 | | Form of Stock Purchase Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | TRIANGLE PETROLEUM CORPORATION |
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| Date: June 8, 2005 | By: | /s/ Mark Gustafson, |
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Mark Gustafson, President and Chief Executive Officer |
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