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): June 11, 2008

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 2.02Results of Operations and Financial Condition

On June 11, 2008, Triangle Petroleum Corporation announced its operating results for the first fiscal quarter ended April 30, 2008. 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 9.01Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated June 11, 2008, issued by Triangle Petroleum Corporation.

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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.

	TRIANGLE PETROLEUM CORPORATION
Dated: June 11, 2008	BY:	/s/ SHAUN TOKER
		Shaun Toker Chief Financial Officer

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EX-99.1

Exhibit 99.1

For Immediate Release

Triangle Petroleum Announces Results for the

First Quarter of Fiscal Year 2009

Calgary, Alberta – June 11, 2008 – Triangle Petroleum Corporation (the “Company” or “Triangle”) (OTCBB: TPLM) today reported financial and operational results for its first quarter of the fiscal year ended January 31, 2009.

Financial Summary

The Company incurred a net loss of $1.8 million ($0.04 net loss per diluted share) for the first quarter of fiscal 2009 compared to a net loss of $3.4 million ($0.11 net loss per diluted share), for the first quarter of fiscal 2008. A primary contributor to the decrease in the loss was a significant reduction in stock based compensation expense, which is a component of general and administrative expenses. Revenue for the first quarter of fiscal 2009 totaled $0.2 million which was derived from producing wells in the Company’s Barnett and Alberta Deep Basin projects compared to approximately $0.1 million in the first quarter of fiscal 2008.

In the first quarter of fiscal 2009, the Company spent $2.4 million on investing activities mainly related to shale gas exploration in the Maritimes Basin of Eastern Canada for completion and testing of two vertical test wells which were drilled in the third quarter of fiscal 2008. In the same quarter of fiscal 2008, the Company invested $2.6 million.

At April 30, 2008, cash and cash equivalents totaled $1.2 million. On June 4, 2008, Triangle announced that it raised $25.5 million through the private placement of 18,257,500 units priced at $1.40 per unit. Each unit consists of one share of common stock and one-half of a warrant. One full warrant can be exercised into one share of common stock for a period of two years at a price of $2.25 per share. The net proceeds of $23.6 million have been used to repay $4 million of secured convertible debentures and will be used to fund a portion of the drilling program in the Maritimes Basin and for general working capital. Canaccord Adams Inc. acted as placement agent for this offering.

Mark G. Gustafson, Triangle’s Chairman, President and CEO, commented, “Our recently completed funding provides us with the working capital and strong balance sheet we need to focus our attention on the development of our Maritimes Basin shale gas project. We are reviewing that project with several potential joint venture partners and look forward to selecting one in the near future and to move forward aggressively with our drilling plans. Our capital investment program for the balance of this year will be directed almost exclusively to that area.

Operations Summary - Maritimes Basin (Nova Scotia)

During the first quarter, Triangle announced that its independent reserves evaluation engineering firm, Ryder Scott Company Petroleum Consultants (“Ryder Scott”) had estimated the resource potential for the Company’s Horton Bluff Shale in the Windsor Block of Nova Scotia to be 69 trillion cubic feet (“TCF”) of original gas-in-place. Ryder Scott calculated gas-in-place at the Kennetcook (“KC”) #1 well using the Company’s extensive database of log and core data for the well, mapped the rock volume within Triangle’s seismic survey, correlated the well to the seismic, and then determined the resource potential of the seismically-delineated area. A 3-D seismic survey of 16,200 acres (25 square miles), which contains the two test wells drilled to date, is encompassed within the overall 2-D seismic area. Within this subset land block, Ryder Scott estimates a resource potential of 3 TCF, which is included in the 69 TCF total. Triangle’s 2-D seismic database consists of 142 linear miles of recently-shot, high quality data. This resource assessment covers only 40% of the Company’s land block that is delineated by seismic.

Both Ryder Scott and Triangle do not purport to classify any of the resource potential as reserves, under any definition of reserve category. For a complete copy of the Ryder Scott Resource Assessment Report, please visit www.trianglepetroleum.com.

Triangle is preparing to conclude its follow up work on the KC #2 vertical test well. This vertical test well has flowed up to 60 thousand cubic feet of gas per day. Following the installation of an electric submersible pump, all frac water and a small amount of formation water have been recovered from the well. The formation water appears to be limited in volume and the Company believes the water source has been substantially depleted and does not appear to significantly impede gas flow. The Company will complete a pressure buildup test to further enhance its understanding of reservoir properties and frac effectiveness. No material new information is expected to be gathered from this test.

Howard Anderson, Triangle’s Vice-President of Engineering and Chief Operating Officer, stated, “We continue to be pleased with the results of our two initial test wells in the Windsor Block along with all the analyses that have been done on these wells. Both the KC #1 and KC #2 vertical test wells have fulfilled their purpose by contributing valuable geological information, which led to the Ryder Scott Resource Potential report. Our work on both wells is effectively complete and we will now use the data collected from them and our extensive seismic database to move forward with our plans to drill and complete a multi-well program before the end of calendar 2008.”

Conference Call Information

Triangle has scheduled a conference call to review first quarter fiscal 2009 results today 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 51403049.

The call will be available for replay beginning two hours after the call is completed through midnight of June 15, 2008. 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 51403049.

About Triangle Petroleum Corporation

Triangle is an exploration company focused on emerging Canadian shale gas projects covering 584,000 gross acres in the Maritimes Basin in Nova Scotia and New Brunswick. 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.

Cautionary Note to U.S. Investors — The United States Securities and Exchange Commission (“SEC”) permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this press release, such as probable, possible and potential, that the SEC's guidelines strictly prohibit us from including in filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 10-KSB, File No. 0-51321, available from us at Suite 1250, 521-3rd Avenue SW Calgary, Alberta, Canada, T2P 3T3. You can also obtain this form from the SEC by calling 1-800-SEC-0330.

Examples of such disclosures would be statements regarding "probable," "possible," or "recoverable" reserves among others.

For more information please visit www.trianglepetroleum.com.

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

Consolidated Statements of Operations

(Expressed in U.S. dollars)

(Unaudited)

	Three Months Ended April 30,			Three Months Ended April 30,
	2008			2007
	$			$
Revenue, net of royalties		152,119			68,591
Operating Expenses
Oil and gas production		59,227			2,310
Depletion, depreciation and accretion		70,299			75,468
Depreciation – property and equipment		9,759			6,780
General and administrative		1,200,718			2,133,428
Foreign exchange (gain) loss		(4,006	)		95,060
Total Operating Expenses		1,335,997			2,313,046
Loss from Operations		(1,183,878	)		(2,244,455	)
Other Income (Expense)
Accretion of discounts on convertible debentures		(1,215,358	)		(2,340,726	)
Amortization of debt issue costs		(109,584	)		(117,708	)
Interest expense		(253,980	)		(382,351	)
Interest income		17,215			192,423
Unrealized gain on fair value of derivatives		919,330			1,467,540
Total Other Income (Expense)		(642,377	)		(1,180,822	)
Net Loss for the Period		(1,826,255	)		(3,425,277	)
Net Loss Per Share – Basic and Diluted		(0.04	)		(0.11	)
Weighted Average Number of Shares Outstanding – Basic and Diluted		47,433,000			30,579,000

Triangle Petroleum Corporation

Consolidated Balance Sheets

(Expressed in U.S. dollars)

(Unaudited)

	April 30, 2008 $			January 31, 2008 $
ASSETS
Current Assets
Cash and cash equivalents		1,195,535			4,581,589
Prepaid expenses		676,917			797,307
Other receivables		1,693,975			1,689,391
Total Current Assets		3,566,427			7,068,287
Debt Issue Costs, net		356,250			465,833
Property and Equipment		58,087			66,121
Oil and Gas Properties (Note 4)		25,595,471			24,978,949
Total Assets		29,576,235			32,579,190
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		1,783,119			3,533,833
Accrued interest on convertible debentures		3,005,076			2,751,096
Accrued liabilities		464,339			420,384
Derivative liabilities (Note 7)		1,516,142			3,262,846
Convertible debentures, current portion, less unamortized discount of $695,296 and $1,321,869, respectively (Note 6)		3,929,704			4,778,271
Total Current Liabilities		10,698,380			14,746,430
Asset Retirement Obligations (Note 5)		870,124			1,003,353
Convertible Debentures, less unamortized discount of $2,640,494 and $3,229,279, respectively (Note 6)		7,359,506			6,770,721
Total Liabilities		18,928,010			22,520,504
Going Concern (Note 2)
Subsequent Events (Note 10)
Stockholders’ Equity
Common Stock (Note 8) Authorized: 100,000,000 shares, par value $0.00001 Issued: 48,653,758 shares (2008 - 46,794,530 shares)		487			468
Additional Paid-In Capital (Note 8)		60,268,052			57,852,277
Deficit		(49,620,314	)		(47,794,059	)
Total Stockholders’ Equity		10,648,225			10,058,686
Total Liabilities and Stockholders’ Equity		29,576,235			32,579,190