Attached files
| file | filename |
|---|---|
| EX-3.1 - Triangle Petroleum Corp | v176908_ex3-1.htm |
| EX-99.1 - Triangle Petroleum Corp | v176908_ex99-1.htm |
| EX-10.1 - Triangle Petroleum Corp | v176908_ex10-1.htm |
| EX-99.2 - Triangle Petroleum Corp | v176908_ex99-2.htm |
| EX-99.3 - Triangle Petroleum Corp | v176908_ex99-3.htm |
As filed
with the Securities and Exchange Commission on March 11, 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 11,
2010 (July 10, 2009)
TRIANGLE
PETROLEUM CORPORATION
(Exact
name of registrant as specified in charter)
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Nevada
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0-51321
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98-0430762
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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file
number)
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Identification
No.)
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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
Suite
1250, 521-3rd Avenue
SW Calgary, Alberta, Canada T2P 3T3
(Former
name or former address, if changed since last report)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On March
11, 2010, Triangle Petroleum Corporation (the “Company”) priced a private
offering (the “Private Offering”) of shares of its common stock (“Common
Shares”) and entered into subscription and registration rights agreements with
certain accredited investors for the private placement of 27,993,939
newly-issued Common Shares at a purchase price of $0.33 per share, with net
proceeds expected to be approximately $8,300,000. Under the
subscription and registration rights agreements, subject to certain restrictions
and limitations, the Company agreed to permit investors to include Common Shares
purchased in the Private Offering in any registration statement filed by the
Company with the Securities and Exchange Commission (“SEC”) (other than on Forms
S-4 or S-8) within 6 months of the closing of the Private Offering to register
Common Shares for the Company’s own account or for the account of any other
stockholder.
The
foregoing description of the subscription and registration rights agreements is
subject to, and qualified in its entirety by, the form of such agreement
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
3.02. Unregistered Sales of Equity Securities.
As
described in Item 1.01 above, the Company will sell the Common Shares in the
Private Offering pursuant to the provisions of the subscription and registration
rights agreements into which it has entered with accredited
investors. The Common 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
Private Offering and sale of the Common Shares and (iii) the investors’
representations that they are acquiring the Common Shares for investment
only.
The
Common 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.
Item
5.03. Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Approved
at the last shareholder meeting and effective July 10, 2009, the Company amended
its Articles of Incorporation to increase the number of its authorized shares to
150,000,000. The Certificate of Amendment to Articles of
Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item
7.01. Regulation FD Disclosure.
The
closing of the Private Offering is scheduled to take place on March 12,
2010.
In
connection with the Private Offering, the Company disclosed non-public
information to potential investors in a confidential
presentation. The persons who received these materials were subject
to nondisclosure obligations prior to this disclosure. Certain
excerpts of the confidential presentation are attached hereto as Exhibit
99.1.
The
information contained in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is furnished pursuant to, and shall not be deemed to be "filed"
for the purposes of, Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. The
information contained in Item 7.01 of this Current Report shall not be
incorporated by reference into any registration statement or any other document
filed pursuant to the Securities Act of 1933, as amended, except as otherwise
expressly stated in such filing. By filing this Current Report on
Form 8-K and furnishing the information contained in this Item 7.01, including
Exhibit 99.1, the Company makes no admission as to the materiality of any such
information that it is furnishing.
The
information filed in this Report pursuant to Item 7.01, including the
information contained in Exhibit 99.1, is neither an offer to sell nor a
solicitation of an offer to buy any of the Common Shares in the Private
Offering.
Item
8.01. Other Events.
In
connection with the Private Offering, the Company disclosed non-public
information to potential investors in a confidential private placement
memorandum. The persons who received these materials were subject to
nondisclosure obligations prior to this disclosure. Excerpts of the
non-public portions of the confidential private placement memorandum are
attached hereto as Exhibit 99.2.
Because
not all of the information contained in the confidential private placement
memorandum is included in this Report, certain cross references and defined
terms may not appear in Exhibit 99.2.
The
Company makes no admission as to the materiality of any information in this
Report pursuant to Item 8.01, including Exhibit 99.2, or that any such
information includes material investor information that is not otherwise
publicly available.
The
information filed in this Report pursuant to Item 8.01, including the
information contained in Exhibit 99.2, is summary information that is intended
to be considered in the context of the Company’s SEC filings and other public
announcements that the Company may make, by press release or otherwise, from
time to time. The Company disclaims any current intention to revise or update
the information filed in this Report pursuant to Item 8.01, including the
information contained in Exhibit 99.2, although the Company may do so from time
to time as its management believes is warranted. Any such updating
may be made through the furnishing or filing of other reports or documents with
the SEC, through press releases or through other public
disclosure. The information filed in this Report pursuant to Item
8.01, including the information contained in Exhibit 99.2, is neither an offer
to sell nor a solicitation of an offer to buy any of the shares of common stock
in the Private Offering.
A copy of
the press release announcing the pricing of the Common Shares in the Private
Offering is filed and attached hereto as Exhibit 99.3, and incorporated herein
by reference.
Item
9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate
of Amendment to Articles of Incorporation, effective July 10,
2009
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10.1
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Form
of Subscription and Registration Rights Agreement
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99.1
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Excerpts
from Confidential Presentation by the Company to Potential Investors dated
February 23, 2010
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99.2
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Excerpts
from Confidential Private Placement Memorandum dated February 23,
2010
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99.3
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Press
Release dated March 11, 2010 Announcing Pricing of Offering of Common
Shares
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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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Date:
March 11, 2010
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TRIANGLE
PETROLEUM CORPORATION
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By:
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/s/ Jonathan Samuels
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Jonathan
Samuels
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Chief
Financial Officer
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Index
to Exhibits
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Exhibit
Number
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Description
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3.1
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Certificate
of Amendment to Articles of Incorporation, effective July 10,
2009
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10.1
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Form
of Subscription and Registration Rights Agreement
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99.1
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Excerpts
from Confidential Presentation by the Company to Potential Investors dated
February 23, 2010
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99.2
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Excerpts
from Confidential Private Placement Memorandum dated February 23,
2010
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99.3
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Press
Release dated March 11, 2010 Announcing Pricing of Private
Placement
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