As filed with the Securities and Exchange Commission on March 16, 2010
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 16, 2010
TRIANGLE PETROLEUM CORPORATION
(Exact name of registrant as specified in charter)
| Nevada | 0-51321 | 98-0430762 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Suite 750, 521-3rd Avenue SW Calgary, Alberta, Canada T2P 3T3
(Address of principal executive offices)
Registrant’s telephone number, including area code: (403) 262-4471
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 Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities.
As of March 16, 2010, Triangle Petroleum Corporation (the “Company”) has completed its previously announced private placement with certain accredited investors, pursuant to which such investors purchased an aggregate of 27,993,939 shares of common stock of the Company at a purchase price of $0.33 per share, yielding aggregate gross proceeds to the Company of approximately $9,238,000 and net proceeds of approximately $8,300,000.
The shares are being offered and sold in reliance on the private placement exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder (“Regulation D”). The Company has relied on this exemption based on applicable facts, including that (i) the offers and sales were made to a limited number of persons, all of whom represented that they are “accredited investors” (as such term is defined in Regulation D), (ii) no general solicitation or advertising having been used in connection with the offering and sale of the shares and (iii) the investors’ representations that they are acquiring the shares for investment only.
The shares are not registered under the Securities Act, and therefore may not be offered or sold absent registration or an applicable exemption from registration. This is not an offer to sell or a solicitation of an offer to buy any security, nor is this an offer to sell or a solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful.
The information included under Item 8.01 is incorporated herein by reference.
Item 8.01. Other Events.
As described above, the Company completed its previously announced private placement of common stock as of March 16, 2010. A copy of the press release announcing the closing of the private placement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Exhibit No. | | Description |
| | |
| 99.1 | | Press Release Announcing Closing of Private Placement |
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.
| Dated: March 16, 2010 | TRIANGLE PETROLEUM CORPORATION |
| | |
| | By: | /s/ Jonathan Samuels |
| | | Jonathan Samuels Chief Financial Officer |
| | | |
Index to Exhibits
Exhibit
| 99.1 | Press Release Announcing Closing of Private Placement |
