-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RnyV5u8wpj/i3vXioxPv8a3ZRgnZ+AXNac8xUsMIQK5m2+qCDQgTnUtCgoRx2HCQ AdekDRrRp59yALTegPesLg== 0001144204-07-031535.txt : 20070613 0001144204-07-031535.hdr.sgml : 20070613 20070613084558 ACCESSION NUMBER: 0001144204-07-031535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070613 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triangle Petroleum Corp CENTRAL INDEX KEY: 0001281922 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980430762 STATE OF INCORPORATION: NV FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51321 FILM NUMBER: 07916372 BUSINESS ADDRESS: STREET 1: 1250, 521 ? 3RD AVE SW, CITY: CALGARY STATE: A0 ZIP: T2P3T3 BUSINESS PHONE: (403) 262-4471 MAIL ADDRESS: STREET 1: 1250, 521 ? 3RD AVE SW, CITY: CALGARY STATE: A0 ZIP: T2P3T3 FORMER COMPANY: FORMER CONFORMED NAME: Triangle Petroleum CORP DATE OF NAME CHANGE: 20050525 FORMER COMPANY: FORMER CONFORMED NAME: PELOTON RESOURCES INC DATE OF NAME CHANGE: 20040226 8-K 1 v078217_8k.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): June 13, 2007
                               
 
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.
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 2.02       Results of Operations and Financial Condition

On June 13, 2007, Triangle Petroleum Corporation (the “Company”) announced its operating results for the first fiscal quarter ended April 30, 2007. A copy of the press release that discusses this matter 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.

(c)       Exhibits.

99.1       Press Release, dated June 13, 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: June 13, 2007 By:   /s/ Mark Gustafson
 
Mark Gustafson,
 
President and Chief Executive Officer

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
EX-99.1 2 v078217_99-1.htm
Exhibit 99.1

For Immediate Release

Triangle Petroleum Announces Results for the
First Quarter of Fiscal 2008

Calgary, Alberta - June 13, 2007 - Triangle Petroleum Corporation (the “Company” or “Triangle”) (OTCBB: TPLM) today reported financial and operational results for the three month period ended April 30, 2007. 

Financial Summary

The Company incurred a net loss of $4.0 million, or ($0.13) per diluted share, for the first quarter of fiscal 2008 compared to a net loss of $4.6 million, or ($0.23) per diluted share, for the first quarter of fiscal 2007. Revenue for the first quarter of fiscal 2008 totaled $0.1 million. Triangle is an exploration stage company and reported no revenue in the first quarter of fiscal 2007. The Company reported net cash used by operating activities of $1.8 million in the first quarter of fiscal 2008 compared with $0.9 million in the first fiscal quarter of 2007.

Revenue in the first quarter of fiscal 2008 was derived from initial production from two wells in the Company’s Greater Fort Worth Basin Texas - Barnett Shale Program and from one well in the Company’s Western Canada - Alberta Deep Basin program.

On February 26, 2007, the Company sold 10,412,000 shares of common stock at $2.00 per share to 24 accredited investors in a private placement transaction that yielded net proceeds to the Company of $19.3 million.

At April 30, 2007, cash and cash equivalents totaled $20.7 million and working capital was $13.6 million. During the first quarter of fiscal 2008, the Company invested $2.6 million in its capital expenditure program.

Mark G. Gustafson, Triangle’s Chairman, President and CEO, commented, “The first quarter of fiscal 2008 was a particularly busy and exciting period for us. From a financial standpoint, we are pleased to have completed the common stock private placement early in the quarter that provided us with the needed financial resources to execute this year’s planned drilling program, particularly in our Fayetteville project. Another financial milestone was achieved when we commenced production in two of our project areas.”

Operations Summary

During the first quarter, Triangle commenced an exploration program on its Fayetteville Shale acreage in Conway County in Arkansas. The first vertical test well drilled in the Company’s 50% joint venture with its Houston based operating partner, reached a targeted depth of 8,300 feet in April. The results from this test well are currently under evaluation. Triangle also participated in a multi-component 3-D seismic survey covering 12 square miles in Conway County. The seismic data is currently being processed and interpreted.
 
 


During the quarter, Triangle also announced the acquisition of a new shale gas prospect in New Brunswick in Eastern Canada. The Company executed a farm-in agreement with a Canadian company that covers approximately 68,000 gross acres. Triangle will be able to earn an average 70% working interest in the acreage subsequent to the acquisition and evaluation of a seismic program and then electing to drill a test well no later than December 31, 2008. Shortly after the end of the quarter, the Company announced the acquisition of a second Canadian shale gas prospect in Eastern Canada. The project, located in Nova Scotia, covers approximately 516,000 gross acres. Additional lab measurements will be taken on core samples and drill cuttings from previously drilled conventional wells. Triangle will be able to earn an average 70% working interest in the block subsequent to paying an $80,000 deposit to the Nova Scotia government prior to September 15, 2007 and then electing to drill a test well no later than September 15, 2008.

In the Greater Fort Worth Basin - Barnett Shale Program, Triangle initiated production from two of the first four horizontal wells drilled in the fourth quarter of calendar 2006. The Company’s working interest in these wells ranges between 11% and 15%. The first well, located in Hood County, is producing from four stages with gross peak production rates up to 1.5 Mmcfpd (million cubic feet per day). The second well in this county has peak production rates of 1.3 Mmcfpd from two producing stages. It is anticipated that production rates will stabilize at a lower rate in both wells. The two other Barnett Shale wells, located in Parker County, are awaiting pipeline tie-in prior to completion and are expected to commence production in the latter half of calendar 2007.

In its Western Canada - Alberta Deep Basin program, Triangle commenced production from two of the three wells drilled in the last four months of 2006. The first well, drilled to 10,500 feet in the Kakwa Area of Northwestern Alberta, evaluated four gas-bearing zones. The well tested at a facility-restricted rate of 3.6 Mmcfpd and is capable of producing over 5.0 Mmcfpd. Triangle paid 20% of the well costs for an 18% working interest in this well before payout (12% after payout). Due to restricted plant capacity, this well is not expected to commence production until the fourth quarter of calendar 2007. The second well, drilled to 7,900 feet in the Wapiti Area, was placed on production during the quarter at gross rates ranging from 0.4 to 0.6 Mmcfpd. Triangle owns a 35% working interest in this well. The third well, which tested one of the two primary zones targeted in the well, but is currently suspended as a potential natural gas well pending higher natural gas prices and future pipeline activity in the area.

Ron Hietala, President of Triangle USA added, “From an operational standpoint, we made significant progress in executing our North American shale gas strategy by commencing production from wells in our Barnett Shale project and by drilling the first well in our Fayetteville Shale project. In addition, we are particularly pleased to have acquired highly prospective Eastern Canadian shale gas acreage in New Brunswick and most recently in Nova Scotia. ”

Conference Call Information

Triangle has scheduled a conference call to review fiscal first quarter 2008 results this morning, June 13, 2007 at 11:00 a.m. eastern time. To participate in the conference call, callers in the United States and Canada can dial (866) 845-8624 and international callers can dial (706) 634-0487. The Conference I.D. for all callers is 9148258.3
 
 


The call will be available for replay beginning two hours after the call is completed through midnight of June 17, 2007. For callers in the United States and Canada, the toll-free number for the replay is (800) 642-1687. For international callers the number is (706) 645-9291. The Conference I.D. for all callers to access the replay is 9148258.

About Triangle Petroleum Corporation

Triangle is an exploration company focused on the Fayetteville Shale in Arkansas, the Barnett Shale in Texas and emerging Canadian shale gas projects. Triangle is also participating in select areas of the Western United States and in the Deep Basin of Western Canada. An experienced team comprising technical and business skills has been formed to optimize the Company’s opportunities through its operating subsidiaries, Triangle USA Petroleum Corporation in the United States and Elmworth Energy Corporation in Canada.

For more information please visit www.trianglepetroleum.com.

On behalf of the Board of Directors,

TRIANGLE PETROLEUM CORPORATION
Mark Gustafson, President

For more information contact:
Jason Krueger, CFA, Corporate Communications
E-mail: info@trianglepetroleum.com
Telephone: (403) 374-1234

Safe Harbor Statement. This news release includes statements about expected future events and/or results that are forward-looking in nature and subject to risks and uncertainties. Forward-looking statements in this release include, but are not limited to, the amount of funds the Company may receive, the Company’s proposed acquisition and development of properties, including drilling projects. It is important to note that actual outcomes and the Company's actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially include the possibility that additional investments will not be made or that appropriate opportunities for development will not be available or will not be properly developed. For additional risk factors about our Company, readers should refer to risk disclosure contained in our reports filed with the Securities and Exchange Commission.
 
 

Triangle Petroleum Corporation
(An Exploration Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. dollars)
(Unaudited)

   
Accumulated from
December 11, 2003
(Date of Inception)
to April 30,
 
Three
Months
Ended
April 30,
 
Three
Months
Ended
April 30,
 
   
2007
 
2007
 
2006
 
   
$
 
$
 
$
 
               
               
Revenue
   
150,986
   
96,644
   
-
 
                     
Operating Expenses
                   
Oil and gas production
   
30,363
   
30,363
   
-
 
Depletion, depreciation and accretion
   
111,697
   
75,468
   
-
 
Depreciation - property and equipment
   
38,024
   
6,780
   
5,780
 
General and administrative
   
14,494,777
   
2,228,488
   
2,149,427
 
Impairment loss on oil and gas properties
   
2,299,212
   
-
   
-
 
                     
Total Operating Expenses
   
16,974,073
   
2,341,099
   
2,155,207
 
                     
Net Loss from Operations
   
(16,823,087
)
 
(2,244,455
)
 
(2,155,207
)
                     
Other Income (Expense)
                   
Accretion of discounts on convertible debentures
   
(11,456,487
)
 
(1,447,494
)
 
(2,051,874
)
Amortization of debt issue costs
   
(581,355
)
 
(117,708
)
 
(82,291
)
Interest expense
   
(2,478,340
)
 
(382,351
)
 
(396,630
)
Interest income
   
741,182
   
192,423
   
108,726
 
                     
Total Other Income (Expense)
   
(13,775,000
)
 
(1,755,130
)
 
(2,422,069
)
                     
Net Loss Before Discontinued Operations
   
(30,598,087
)
 
(3,999,585
)
 
(4,577,276
)
                     
Discontinued Operations
   
(32,471
)
 
-
   
-
 
                     
Net Loss for the Period
   
(30,630,558
)
 
(3,999,585
)
 
(4,577,276
)
                     
Net Loss Per Share - Basic and Diluted
         
(0.13
)
 
(0.23
)
                     
Weighted Average Number of Shares Outstanding
         
30,579,000
   
19,575,000
 
 

 

 
Triangle Petroleum Corporation
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in U.S. dollars)

   
April 30,
2007
$
(unaudited)
 
January 31,
2007
$
 
ASSETS
         
           
Current Assets
         
Cash and cash equivalents
   
20,659,532
   
5,798,982
 
Prepaid expenses (Note 4)
   
775,009
   
2,519,009
 
Other receivables
   
943,053
   
344,342
 
               
Total Current Assets
   
22,377,594
   
8,662,333
 
Debt Issue Costs, net
   
798,644
   
916,353
 
Property and Equipment (Note 5)
   
68,966
   
67,091
 
Oil and Gas Properties (Note 6)
   
26,196,805
   
21,101,495
 
Total Assets
   
49,442,009
   
30,747,272
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
               
Current Liabilities
             
Accounts payable
   
2,061,107
   
4,199,961
 
Accrued interest on convertible debentures
   
2,478,338
   
2,095,989
 
Accrued liabilities (Note 7)
   
2,512,979
   
466,112
 
Convertible debentures, current portion (Note 9(a))
   
1,734,375
   
2,234,374
 
               
Total Current Liabilities
   
8,786,799
   
8,996,436
 
Asset Retirement Obligations (Note 8)
   
113,837
   
90,913
 
Convertible Debentures, less unamortized discount of $7,240,569 and $8,688,063 (Note 9)
   
15,125,056
   
15,077,563
 
Total Liabilities
   
24,025,692
   
24,164,912
 
               
Contingencies and Commitments (Notes 1, 6 and 13)
             
Subsequent Events (Note 15)
             
               
Stockholders’ Equity
             
               
Common Stock
Authorized: 100,000,000 shares, par value $0.00001
Issued: 34,261,757 shares (January 31, 2007 - 22,475,866 shares)
   
343
   
225
 
Additional Paid-In Capital
   
56,035,132
   
33,201,708
 
Donated Capital
   
11,400
   
11,400
 
Deficit Accumulated During the Exploration Stage
   
(30,630,558
)
 
(26,630,973
)
Total Stockholders’ Equity
   
25,416,317
   
6,582,360
 
Total Liabilities and Stockholders’ Equity
   
49,442,009
   
30,747,272
 




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