Attached files
| file | filename |
|---|---|
| EX-99.2 - Triangle Petroleum Corp | v170498_ex99-2.htm |
| EX-99.1 - Triangle Petroleum Corp | v170498_ex99-1.htm |
| EX-99.3 - Triangle Petroleum Corp | v170498_ex99-3.htm |
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): December 23,
2009
TRIANGLE
PETROLEUM CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-51321
|
98-0430762
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
Suite
1250, 521-3rd Avenue SW Calgary, Alberta, Canada T2P 3T3
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (403) 262-4471
Copy
of correspondence to:
Gregory
Sichenzia, Esq.
Thomas A.
Rose, Esq.
James M.
Turner, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
Tel: (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 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.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation
of J. Howard Anderson
On
December 30, 2009, J. Howard Anderson resigned as President, Chief Operating
Officer and Vice President Engineering of Triangle Petroleum Corporation (the
“Company”), and its subsidiaries effective January 4, 2010. In
submitting his resignation, Mr. Anderson did not express any disagreement
with the Company on any matter relating to the registrant’s operations, policies
or practices. Mr. Anderson will be paid severance in the amount of
C$133,333.34 which will be paid on or before January 15, 2010. Mr.
Anderson will provide transition consulting services to the Company through
March 31, 2010, for which he will receive up to 100,000 shares of the Company’s
common stock, subject to acceptance by the TSX Venture Exchange. Mr.
Anderson will be entitled to retain 100,000 previously issued stock options, but
he has agreed to forfeit all other stock options.
Resignation
of Shaun Toker
On
December 23, 2009, Shaun Toker resigned as Chief Financial Officer and Corporate
Secretary of Triangle Petroleum Corporation (the “Company”), and its
subsidiaries. In submitting his resignation, Mr. Toker did not
express any disagreement with the Company on any matter relating to the
registrant’s operations, policies or practices. Mr. Toker will be
paid severance in the amount of C$100,000, of which C$62,500 will be paid on or
before January 15, 2010 and C$37,500 will be paid on or before April 30,
2010. Mr. Toker will forfeit 300,000 stock options. Mr.
Toker will continue to be employed by the Company as a Senior Financial Advisor,
through April 30, 2010. As a part of Mr. Toker’s compensation, he
will receive up to 200,000 shares of the Company’s common stock, subject to
acceptance by the TSX Venture Exchange.
Appointment
of New Chief Financial Officer and Corporate Secretary
Effective
December 23, 2009, the Board appointed Jonathan Samuels as Chief Financial
Officer and Corporate Secretary. The Company has not yet entered into
an employment agreement with Mr. Samuels. Mr. Samuels is currently a member of
the Company’s Board of Directors.
Jonathan
Samuels, CFA – Until December 2009, Mr. Samuels was an analyst at Palo Alto
Investors, a $1.3 billion hedge fund founded in 1989. Mr. Samuels
joined Palo Alto in 2004 and was responsible for research and investment
sourcing in the energy sector. Mr. Samuels received his BA from the University
of California and his MBA at the Wharton School.
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.
(d) Exhibits.
99.1 Termination
of Employment of Shaun Toker, dated December 23, 2009
99.2 Termination
of Employment of J. Howard Anderson, dated December 23, 2009
99.3 Press
release, dated January 5, 2010
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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Dated:
January 5, 2010
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BY:
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/s/ JONATHAN SAMUELS
|
|
|
Jonathan
Samuels
Chief
Financial Officer
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