8-K

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): February 13, 2013

TRIANGLE PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)

Delaware	001-34945	98-0430762
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	file number)	Identification No.)

1200 17th Street, Suite 2600, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 260-7125

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On February 14, 2013, Triangle Petroleum Corporation (the “Company”) issued a press release to provide an operational update. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “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 in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2013, Dr. Peter Hill, the Company’s then Executive Chairman of the Board of Directors, submitted his resignation from his executive role at the Company.  Dr. Hill remains the Chairman of the Board of Directors, now in a non-executive capacity.

Also on February 13, 2013, Justin Bliffen, the Company’s then Executive Vice President of Corporate Finance, was appointed as Chief Financial Officer and will serve as the Company’s Principal Financial Officer.  In connection with the appointment of Mr. Bliffen, Joseph Feiten resigned as the Chief Financial Officer and remains the Company’s Principal Accounting Officer.

Justin Bliffen, age 36, was appointed Chief Financial Officer of the Company on February 13, 2013, having previously served as VP of Finance and Executive Vice President of Finance of the Company, sequentially, beginning in March 2011.  Since joining the Company, Mr. Bliffen has been instrumental to the Company’s corporate finance, budgeting, strategic, and capital markets initiatives.  Prior to joining the Company, Mr. Bliffen served as an Associate and Vice President energy derivatives trader at Goldman Sachs from August 2008 to February 2011. Prior to joining Goldman Sachs, Mr. Bliffen served for eight years as a United States Naval Officer and six years as a Navy SEAL. Mr. Bliffen received his B.S. in Systems Engineering from the United States Naval Academy and his M.B.A., Major in Finance from the Wharton School.

Item 9.01.   Financial Statements and Exhibits.

 (d) Exhibits

Exhibit 99.1Press Release, dated February 14, 2013

2

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.

Date: February 14, 2013	TRIANGLE PETROLEUM CORPORATION
	By:	/s/ Jonathan Samuels
		Jonathan Samuels
		President and Chief Executive Officer

3

Index to Exhibits

Exhibit
Number	Description
Exhibit 99.1*	Press Release, dated February 14, 2013

*Filed herewith.

4

EX-99.1

Exhibit 99.1

TRIANGLE PETROLEUM PROVIDES OPERATIONAL UPDATE, FISCAL YEAR 2014 PRODUCTION AND FINANCIAL GUIDANCE FOR ALL BUSINESS SEGMENTS, AND ANNOUNCES UPDATES TO EXECUTIVE MANAGEMENT

DENVER — February 14, 2013 — Triangle Petroleum Corporation (“Triangle” or the “Company”) (NYSE MKT: TPLM) today provides an operational update, fiscal 2014 production and financial guidance for its E&P segment, RockPile Energy Services and Caliber Midstream, and announces updates to its executive management team.

Additions and Updates to Executive Management Team

·Dr. Peter Hill transitions from Executive Chairman to Non-Executive Chairman of the Board; remains fully engaged and committed to Triangle over the long-term

·Jonathan Samuels remains President and Chief Executive Officer

·Justin Bliffen, previously Executive Vice President of Corporate Finance, named Chief Financial Officer and Principal Financial Officer

·Joseph Feiten, previously Chief Financial Officer and Principal Accounting Officer, remains Principal Accounting Officer

Results of Previously Issued Guidance

·Exited Q4 fiscal 2013 (Jan. 31, 2013 EOY) with net produced volumes estimated at 3,300 Boepd (2,800 Boepd sold volumes), using a 21-day average, above the high-end of the guidance range of 2,600 — 3,200 Boepd

·Estimated Q4 produced volumes averaged 2,250 Boepd (1,950 Boepd sold volumes)

·Estimated total Q4 produced volumes of 205 Mboe (180 Mboe sold volumes)

Fiscal Year 2014 Financial and Production Guidance

·Q4 fiscal 2014 (Jan. 31, 2014 EOY) sold production volumes of 360 - 375 Mboe (+100% y/y), and FY sold production volumes of 1,200 — 1,350 Mboe (+170% y/y)

FY 2014(1)	Revenue	EBITDA(2)	Comments
E&P	$95 - $105	$60 - $70	Based on previously announced budget
RockPile	$168 - $185	$32 - $39	Stand-alone basis
Caliber	$5.8 - $6.5	$4.1 - $4.7	Represents Triangle’s 30% ownership
Total	$269 - $296	$96 - $114

*Dollars in U.S. millions

Q4 FY 2014(1)	Revenue	EBITDA(2)	Comments
E&P	$27 - $30	$17 - $20	Based on previously announced budget
RockPile	$51 - $57	$10 - $12	Stand-alone basis
Caliber	$2.0 - $2.5	$1.5 - $2.0	Represents Triangle’s 30% ownership
Total	$80 - $90	$29 - $34

*Dollars in U.S. millions

Q4 Annualized(1)	Revenue	EBITDA(2)	Comments
E&P	$108 - $120	$68 - $80	Based on previously announced budget
RockPile	$204 - $228	$40 - $48	Stand-alone basis
Caliber	$8.0 - $10.0	$6.0 - $8.0	Represents Triangle’s 30% ownership
Total	$320 - $358	$114 - $136

*Dollars in U.S. millions

·Guidance assumptions based on (1) realized oil price of $80.00 per barrel, (2) at least 160 rigs operating in the Bakken, and (3) stable commodity input prices (e.g. guar, proppant)

·Audited financial statements for RockPile Energy Services and Caliber Midstream available starting Q2 fiscal 2014

Operational Update

·Triangle E&P operating two-rig drilling program in McKenzie and Williams Counties

·Through acreage swaps and acquisitions secured 2,850 operated acres in Q4 fiscal 2013, taking operated core acreage to approximately 20,000 net acres

·RockPile Energy Services (RPES) Q4 fiscal 2013 unconsolidated revenue of approximately $25 million (approximately $9 million consolidated revenue)

·Includes four completion jobs performed for third-party operators

·Current backlog of 14 wells in Q1, including nine jobs for third-party operators

·When backlog completed, RPES will have completed 17 Triangle operated wells and 11 third-party operated wells for three of the top five Bakken operators by rig count

·Second pressure pumping spread expected to be operational in Q2

·Expanding into cased hole wireline services; expected to be operational in Q2

·In final negotiations for $20 million credit facility with anticipated proceeds to fund the second pressure pumping spread and working capital

·All growth funded by expected RPES credit facility and previously announced and budgeted $5 million equity investment by Triangle

·Caliber Midstream (CLBR) generated first company revenues in Q4 fiscal 2013

·Salt water disposal: recently commenced disposal operations

·Fresh water: pipeline system scheduled for operations in February 2013

·Crude oil: currently setting gathering lines and processing facilities with anticipated Q2 in-service date

·Natural gas: agreement in place for trunk line tap with anticipated Q3 in-service date

·Build out of team underway; pursuing third-party opportunities

Liquidity and Risk Management

·As of January 31, 2013, Triangle USA senior credit facility borrowing base redetermined at $75 million, and $25 million drawn

·As of January 31, 2013, cash position of approximately $32 million

·Increased hedge program: currently at approximately 1,600 Bopd for calendar year 2013

	Instrument	Weighted Avg.	Weighted Avg.		Weighted Avg.
Period	Type	Daily Volumes	Floor		Ceiling		Index
2013	Collar	1,632	$	86.94	$	102.15	NYMEX
2014	Collar	750	$	81.67	$	100.63	NYMEX

Conference Call Information

As previously announced, Triangle will host a conference call today, February 14, 2013, at 8:30 AM MST (10:30 AM EST) to provide an operational update and fiscal 2014 financial guidance. Interested parties may dial-in using the conference call number (866) 272-9941 (participant passcode # 74392582). International parties may dial-in using (617) 213-8895 (participant passcode # 74392582). A recording of the conference call will be available through February 21, 2013, at (888) 286-8010 (participant passcode # 67247154). For international participants, the encore dial-in number is (617) 801-6888 (participant passcode # 67247154).

About Triangle

Triangle (NYSE MKT: TPLM) is a growth oriented energy company with a current strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. Triangle has acquired approximately 86,000 net acres in the Williston Basin. For more information, visit Triangle’s website at www.trianglepetroleum.com.

Forward-Looking Statements Disclosure

Certain statements in this press release regarding strategic plans, expectations and objectives for future operations or results are “forward-looking statements” as defined by the Securities Litigation Reform Act of 1995.  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.  These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including the risks discussed in the Company’s annual report on Form 10-K and the Company’s other filings with the Securities and Exchange Commission.  Factors that could cause differences include, but are not limited to, history of losses; speculative nature of oil and natural gas exploration; changes in estimates of proved reserves; substantial capital requirements and inability to access additional capital; reductions in the borrowing base under the Company’s credit facility; reallocations or reductions in the fiscal 2014 capital budget; inability to meet the drilling schedule; changes in tax regulations applicable to the oil and natural gas industry; results of acquisitions; relationships with partners and service providers; inability to acquire additional leasehold interests or other oil and natural gas properties; defects in title to the Company’s oil and natural gas interests; inability to manage growth in the Company’s businesses, including RPES and CLBR; changes in the Company’s executive management team; inability to control properties that the Company does not operate; lack of diversification; competition in the oil and natural gas industry; global financial conditions; oil and natural gas realized prices; future production and development costs; inability to market and distribute oil and natural gas produced; inability to meet financial and production guidance; inability to close the anticipated RPES credit facility; cancellation of expected RPES completion jobs by third-party operators; lack of funding or operations delays for RPES’ second pressure pumping spread or cased hole wireline services; delays or complications in CLBR’s

construction operations; CLBR’s inability to secure third party contracts; seasonal weather conditions; government regulation of the oil and natural gas industry, including potential regulations affecting hydraulic fracturing and environmental regulations such as climate change regulations; aboriginal claims; uninsured or underinsured risks; the effect of the Company’s commodity derivative instruments and hedging program; and a material weakness in internal accounting controls.  The forward-looking statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise.  The Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.

Use of Segment Information and Non-GAAP Measures

(1)The Company projects revenue ranges for each of Triangle’s three segments of operation in fiscal year 2014.  Revenues for each segment are disclosed in notes to the financial statements contained in the Company’s Form 10-K and Form 10-Q filings, but the sum of those unconsolidated revenues differs from Triangle’s consolidated revenues for the corresponding reporting period.  The projected Caliber revenues in the Tables represent 30% of the Caliber partnership’s revenues because Triangle currently owns 30% of the partnership.  Triangle’s consolidated revenues would reflect segment revenues reduced for intracompany sales (i.e. for RockPile services to Triangle’s E&P segment) and would reflect Triangle’s equity share of Caliber income (loss) rather than a 30% share of the Caliber partnership’s revenues.

Triangle has presented ranges of anticipated revenue by segment because Triangle regularly reviews segment revenue as a measure of each segment’s operating performance.  Triangle also believes that unconsolidated segment revenue assists investors in measuring RockPile’s performance as a stand-alone company without eliminating, on a consolidated basis, certain revenues attributable to completion services for Triangle’s economic interests in new wells operated by Triangle.

(2)EBITDA represents income before interest expense, income taxes, depreciation and amortization. EBITDA is not a calculation based upon generally accepted accounting principles in the U.S. (“GAAP”). Triangle has presented ranges of anticipated EBITDA, by segment, because it regularly reviews EBITDA by segment as a measure of the segment’s operating performance. Triangle also believes EBITDA assists investors in comparing segment performance on a consistent basis without regard to interest expense, income taxes, depreciation and amortization, which can vary significantly depending upon many factors.  Most of Triangle’s consolidated interest expense relates to debt of the consolidated parent.

The total of EBITDA by segment is not indicative of Triangle’s consolidated EBITDA, which reflects other matters such as (i) additional parent administrative costs, (ii) the aforementioned intracompany eliminations, and (iii) the use of the equity method, rather than consolidation, for Triangle’s investment in Caliber.  The EBITDA measures presented in the Tables may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.

We believe that net income before income taxes is the performance measure calculated and presented in accordance with GAAP that is most directly comparable to EBITDA. Net income before income taxes in fiscal 2014 will be significantly affected by consolidated interest expense and

full-cost pool amortization.  Such amortization varies with changes in proved reserves, well costs during the year, and future plans in developing proved undeveloped reserves.

Contact

Triangle Petroleum Corporation
Mike Grijalva, VP of Capital Markets
303-260-7125
info@trianglepetroleum.com