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): February 26, 2007
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.) |
Suite 1110, 521-3rd Avenue SW Calgary, Alberta, Canada T2P 3T3
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (403) 262-4471
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 February 26, 2007, Triangle Petroleum Corporation (the “Company”), sold an aggregate of 10,412,000 shares of the Company’s common stock (“Common Stock”) to 24 investors for aggregate proceeds of $20,824,000. The Common Stock was issued in a private placement transaction pursuant to Section 4(2) under the Securities Act of 1933. Pursuant to the terms of sale, the Company agreed to cause a resale registration statement covering the Common Stock to be filed no later than 30 days after the closing and declared effective no later than 120 days after the closing. If the Company fails to comply with the registration statement filing or effective date requirements, it will be required to pay the investors a fee equal to 1% of the aggregate amount invested by the purchasers per each 30 day period of delay, not to exceed 10%.
The Company paid the placement agents of the offering a cash fee of 6.5% of the proceeds of the offering.
A copy of the press release that discusses these matters is filed as Exhibit 99.1 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.
ITEM 9.01 Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
| | |
| | Not Applicable. |
| | |
| (b) | Pro forma financial information. |
| | |
| | Not Applicable. |
| | |
| (c) | Exhibits |
.
10.01 | Form of Securities Purchase Agreement, dated as of February 26, 2007 |
10.02 | Form of Registration Rights Agreement, dated as of February 26, 2007 |
| 99.1 | Press Release, dated February 27, 2007, issued by Triangle Petroleum Corporation |
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.
| | TRIANGLE PETROLEUM CORPORATION |
| | |
| Dated: February 27, 2007 | BY: | /s/ MARK GUSTAFSON |
| | | Mark Gustafson, President and Chief Executive Officer |
| | | |
