-----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, AREJCAxwhxBoycU6R4pRHghXUTfCM8r5dTa33sfdkuaCuwCRUyV1puSAUAund90F owgaN+lHNSqSjP1k6WJ1ug== 0001144204-08-070159.txt : 20081219 0001144204-08-070159.hdr.sgml : 20081219 20081219112353 ACCESSION NUMBER: 0001144204-08-070159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20081218 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081219 DATE AS OF CHANGE: 20081219 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: 081259545 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 v135242_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported):  December 18, 2008

TRIANGLE PETROLEUM CORPORATION
 (Exact name of registrant as specified in charter)


 
Nevada 000-51321 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) (Zip Code)
 
 
Registrant’s telephone number, including area code: (403) 262-4471

Copies to:
Gregory Sichenzia, Esq.
Thomas A. Rose, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (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 Instructions 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))


 
1
 

ITEM 1.01                                Entry Into a Material Definitive Agreement; and
ITEM 1.02                                Termination of a Material Definitive Agreement

On December 18, 2008, Triangle Petroleum Corporation (the “Company”), entered into amendment agreements (the “Amendment Agreements”) with Centrum Bank AG and Bank Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd. (individually, a “Holder,” and together, the “Holders”), pursuant to which, the Company and the Holders agreed to amend debentures (the “Debentures”) issued pursuant to a securities purchase agreement dated December 28, 2005.  The Debentures had maturity dates of December 28, 2008 and January 23, 2009.  As of December 18, 2008, there was $10,000,000 in principal and $2,204,792 of interest owed on the Debentures.  Pursuant to the terms of the Amendment Agreements, the Debentures were amended to reduce the conversion price from $4.00 to $1.40 and each Holder exercised $1,750,000 of outstanding Debentures at $1.40 per share and received 1,250,000 shares of the Company’s common stock, with a total of 2,500,000 shares of common stock issued in the aggregate.  In addition, the Company and the Holders entered into settlement agreements (the “Settlement Agreements”) pursuant to which each Holder agreed to accept $3,250,000 ($6,500,000 in the aggregate) for full settlement of the outstanding Debentures and accrued interest.

A copy of the press release that discusses these matters 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.

(d) Exhibits.

Exhibit Number
  
Description
10.1
  
Amendment No. 1 to Convertible Debenture, entered into between Triangle Petroleum Corporation and Centrum Bank AG, dated as of December 18, 2008
10.2
  
Amendment No. 1 to Convertible Debenture, entered into between Triangle Petroleum Corporation and Bank Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd., dated as of December 18, 2008
10.3
  
Settlement Agreement, entered into between Triangle Petroleum Corporation and Centrum Bank AG, dated as of December 18, 2008
10.4
  
Settlement Agreement, entered into between Triangle Petroleum Corporation and Bank Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd., dated as of December 18, 2008
99.1
  
Press Release, dated December 19, 2008, issued by Triangle Petroleum Corporation

 
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.
 
  TRIANGLE PETROLEUM CORPORATION  
       
Dated: December 19, 2008
By:
/s/ SHAUN TOKER  
    Name: Shaun Toker   
    Title: Chief Financial Officer  
       

 


                                                                                  
 
 

 
3
 

EX-10.1 2 v135242_ex10-1.htm Unassociated Document

 
Exhibit 10.1
 
 
AMENDMENT NO. 1 TO
 
 
CONVERTIBLE DEBENTURE
 
THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is entered into by and between TRIANGLE PETROLEUM CORPORATION, a Nevada corporation (the “Company”), and Centrum Bank AG (the “Holder”), as of December 18, 2008.
 
WHEREAS:
 
A.           The Company and the Holder are parties to that certain Securities Purchase Agreement, dated December 28, 2005, (the “Purchase Agreement”), pursuant to which the Company issued to the Holder a Convertible Debenture, due December 28, 2008 in an aggregate principal amount of $2,500,000 (the “December Debenture”) and a Convertible Debenture, due January 23, 2009 in an aggregate principal amount of $2,500,000 (the “January Debenture” and together with the December Debenture, the “Debentures”).
 
B.           Simultaneously with the execution of this Agreement, the following transactions are also taking place: a) the Company is entering into an settlement agreement with the Holder, pursuant to which the Holder has agreed to accept $3,250,000 from the Company for the final settlement of the Debentures; b) the Company is entering into an amendment agreement with the Holder, pursuant to which the conversion price of convertible debentures issued pursuant to a securities purchase agreement dated December 28, 2005 will be reduced to $1.40 and the Holder will convert $1,750,000 of debentures and receive 1,250,000 shares of the Company’s common stock; and c) the Company is entering into a settlement agreement with the Holder for the settlement of the remaining convertible debentures issued to the Holder.
 
C.           As of the date hereof, the outstanding value of the Debenture is $6,102,396, which includes $5,000,000 in principal and $1,102,396 of accrued interest.
 
D.           The parties to the Agreement now desire to amend certain provisions set forth in the Debenture as more fully described herein.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:
 
1.           AMENDMENT OF SECTION 2.1. Section 2.1 of the Debentures is hereby amended and replaced in its entirety with the following:
 

 
 
 


 
“2.1.          Optional Conversion.  Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or thereafter during an Event of Default and to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable shares of the Common Stock at the Fixed Conversion Price. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”  The “Fixed Conversion Price” shall mean $1.40.”
 

2.           CONVERSION OF DEBENTURES.  Upon execution of this Agreement, Holder agrees to immediately convert $1,750,000 of Debentures into 1,250,000 shares of the Company’s common stock by executing the Notice of Conversion, in substantially the same form as attached as Exhibit A hereto
 
3.           EFFECT ON OTHER TERMS.  This Amendment shall be deemed effective as of December 18, 2008.  All other terms set forth in the Debenture shall remain unchanged and this Amendment and the Debenture shall be deemed a single integrated agreement for all purposes.
 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 
 
 


IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Debenture to be duly executed as of day and year first above written.
 
TRIANGLE PETROLEUM CORPORATION
 
        
By: /s/ MARK GUSTAFSON
    
 
  
Name: Mark Gustafson
    
 
  
Title:   Chief Executive Officer
    
 
  
 

CENTRUM BANK AG
  
   
   
By: /s/ JURG MUEHLETHALER
  Jurg Muehlethaler
  Executive Director


By: /s/ DANIEL KIEBER
  Daniel Kieber
  Associate Director

 
 
 

EXHIBIT A

 
NOTICE OF CONVERSION
 
(To be executed by the Holder in order to convert all or part of the Debenture
into Common Stock)


Centrum Bank AG
Kirchstrasse 3
PO Box 1168
FL – 9490 Vaduz
Liechtenstein
 
The undersigned hereby converts $1,750,000 of the principal due on December 28, 2008 under the Convertible Debenture issued by Triangle Petroleum Corporation (“Borrower”) dated as of December 28, 2005, as amended on December 18, 2008, by delivery of shares of Common Stock of Borrower on and subject to the conditions set forth in Article II of such Debenture.
 
1.
Date of Conversion
December 18, 2008
 
2.
Shares To Be Delivered:
1,250,000
 
CENTRUM BANK AG
 
        
By:
        
Jurg Muehlethaler
        
Executive Director
    
 
  

 


 
 
 

 EX-10.2 3 v135242_ex10-2.htm Unassociated Document
Exhibit 10.2
 
 
AMENDMENT NO. 1 TO
 
CONVERTIBLE DEBENTURE
 
THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is entered into by and between TRIANGLE PETROLEUM CORPORATION, a Nevada corporation (the “Company”), and Bank Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd (the “Holder”), as of December 18, 2008.
 
WHEREAS:
 
A.           The Company and the Holder are parties to that certain Securities Purchase Agreement, dated December 28, 2005, (the “Purchase Agreement”), pursuant to which the Company issued to the Holder a Convertible Debenture, due December 28, 2008 in an aggregate principal amount of $2,500,000 (the “December Debenture”) and a Convertible Debenture, due January 23, 2009 in an aggregate principal amount of $2,500,000 (the “January Debenture” and together with the December Debenture, the “Debentures”).
 
B.           Simultaneously with the execution of this Agreement, the following transactions are also taking place: a) the Company is entering into an settlement agreement with the Holder, pursuant to which the Holder has agreed to accept $3,250,000 from the Company for the final settlement of the Debentures; b) the Company is entering into an amendment agreement with Centrum Bank AG (“Centrum”), pursuant to which the conversion price of convertible debentures issued pursuant to a securities purchase agreement dated December 28, 2005 will be reduced to $1.40 and Centrum will convert $1,750,000 of debentures and receive 1,250,000 shares of the Company’s common stock; and c) the Company is entering into a settlement agreement with Centrum for the settlement of the remaining convertible debentures  issued to Centrum.
 
C.           As of the date hereof, the outstanding value of the Debenture is $6,102,396, which includes $5,000,000 in principal and $1,102,396 of accrued interest.
 
D.           The parties to the Agreement now desire to amend certain provisions set forth in the Debenture as more fully described herein.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:
 
1.           AMENDMENT OF SECTION 2.1. Section 2.1 of the Debentures is hereby amended and replaced in its entirety with the following:
 

 
 
 


 
“2.1.          Optional Conversion.  Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or thereafter during an Event of Default and to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable shares of the Common Stock at the Fixed Conversion Price. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”  The “Fixed Conversion Price” shall mean $1.40.”
 

2.           CONVERSION OF DEBENTURES.  Upon execution of this Agreement, Holder agrees to immediately convert $1,750,000 of Debentures into 1,250,000 shares of the Company’s common stock by executing the Notice of Conversion, in substantially the same form as attached as Exhibit A hereto
 
3.           EFFECT ON OTHER TERMS.  This Amendment shall be deemed effective as of December 18, 2008.  All other terms set forth in the Debenture shall remain unchanged and this Amendment and the Debenture shall be deemed a single integrated agreement for all purposes.
 
4.           The Company hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, each and all of the representation, warranties, covenants, undertakings and agreements herein made (collectively, the “Representations”) were made by the Holder as custodian on behalf of clients. Each and every one of the Representations made by the Holder as custodian on behalf of clients are made and intended not as Representations by the Bank or for the purpose or with the intention of binding the Holder, but are made on behalf of the clients of the Holder. In the case of damages that may be incurred by the Company in connection with any inaccuracy regarding any Representations contained herein, the Company hereby acknowledges and agrees that it will not claim or assert any claim against the Holder for any money damages or other remedies in any action and the Company hereby specifically waives the right to any money damages or other remedies from the Holder in connection with any Representation made herein.
 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 
 
 


IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Debenture to be duly executed as of day and year first above written.
 
TRIANGLE PETROLEUM CORPORATION
 
        
By: /s/ MARK GUSTAFSON
    
 
  
Name: Mark Gustafson
    
 
  
Title:   Chief Executive Officer
    
 
  
 
BANK SAL. OPPENHEIM JR. & CIE., (SWITZERLAND) LTD
  
   
   
By: /s/ URS FRICKER
  
Urs Fricker
  
Director
  


By: /s/ BRUNO ACHERMANN
  
Bruno Achermann
  
Assistant VP
  
 

 
 
 

EXHIBIT A

 
NOTICE OF CONVERSION
 
(To be executed by the Holder in order to convert all or part of the Debenture
 
into Common Stock)


Bank Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd
Uraniastrasse 28
CH – 8022 Zurich, Switzerland
 
The undersigned hereby converts $1,750,000 of the principal due on December 28, 2008 under the Convertible Debenture issued by Triangle Petroleum Corporation (“Borrower”) dated as of December 28, 2005, as amended on December 18, 2008, by delivery of shares of Common Stock of Borrower on and subject to the conditions set forth in Article II of such Debenture.
 
1.
Date of Conversion
December 18, 2008
 
2.
Shares To Be Delivered:
1,250,000

 
BANK SAL. OPPENHEIM JR. & CIE., (SWITZERLAND) LTD
 
        
By:
   
 
  
Name:  Urs Fricker
 Bruno Achermann  
 
  
Title:     Director   
 Assistant VP  
 
  
 




 EX-10.3 4 v135242_ex10-3.htm Unassociated Document
SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”), is made and entered into as of December 18, 2008, by and between Triangle Petroleum Corporation, a Nevada corporation (the “Company”) and Centrum Bank AG (the “Holder”).

WHEREAS, the Company and the Holder are parties to that certain Securities Purchase Agreement, dated December 28, 2005, (the “Purchase Agreement”), pursuant to which the Company issued to the Holder a Convertible Debenture, due December 28, 2008 in an aggregate principal amount of $2,500,000 (the “December Debenture”) and a Convertible Debenture, due January 23, 2009 in an aggregate principal amount of $2,500,000 (the “January Debenture” and together with the December Debenture, the “Debentures”); and

WHEREAS, as of the date of this Agreement, the outstanding amount of the Debentures is $6,102,396, which includes $5,000,000 in principal and $1,102,396 of accrued interest; and

WHEREAS, simultaneously with the execution of this Agreement, the following transactions are also taking place: a) the Company is entering into an amendment agreement with the Holder, pursuant to which the conversion price of the Debentures will be reduced to $1.40 and the Holder will convert $1,750,000 of Debentures and receive 1,250,000 shares of the Company’s common stock; b) the Company is entering into an amendment agreement with the Holder, pursuant to which the conversion price of convertible debentures issued pursuant to a securities purchase agreement dated December 28, 2005 will be reduced to $1.40 and the Holder will convert $1,750,000 of debentures and receive 1,250,000 shares of the Company’s common stock; and c) the Company is entering into a settlement agreement with the Holder for the settlement of the remaining convertible debentures  on the same terms and conditions as this Agreement; and

WHEREAS, the Holder has agreed to accept $3,250,000 from the Company (the “Settlement Amount”) for the final settlement of the Debentures; and

WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms as set forth in the Purchase Agreement; and

WHEREAS, subject to the terms hereunder, the Company and the Holder have reached a full and final settlement for the settlement of the Debentures;

NOW THEREFORE, in consideration of the terms and conditions contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

 
 
 


1.           Incorporation of Preliminary Statements.  The preliminary statements set forth above by this reference hereto are hereby incorporated into this Agreement.

2.           Payment and Acceptance of Settlement Amount.  Within two (2) business days of execution of this Agreement, the Company shall pay Holder the sum of Three Million, Two Hundred Fifty Thousand Dollars and no Cents ($3,250,000). Holder agrees to accept the sum of Three Million, Two Hundred Fifty Thousand Dollars and no Cents ($3,250,000) from the Company.
 

3.           Release by the Holder.  Upon the receipt of the Settlement Amount, Holder releases and discharges the Company, the Company’s heirs, executors, administrators, parent company, holding company, subsidiaries, successors, predecessors, officers, directors, principals, control persons, past and present employees, insurers, agents, attorneys, and assigns (the “Company Releasees”) from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, against the Company Releasees, that Holder or its heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, from the beginning of the world to the day of the date of this Release.
 
4.           Release by the Company.  Upon the payment of the Settlement Amount, the Company releases and discharges Holder, Holder’s heirs, executors, administrators, parent company, holding company, subsidiaries, successors, predecessors, officers, directors, principals, control persons, past and present employees, insurers, agents and assigns from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, against Holder, that the Company or its heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, from the beginning of the world to the day of the date of this Release.

 
2
 



5.           Representations and Warranties of the Company.  The Company hereby makes to the Holder the following representations and warranties:
 
i.           Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals.  This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
 
ii.           No Conflicts.  The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, any material agreement, credit facility, debt or other material instrument or other material understanding to which the Company is a party, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations); except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
 
6.           Representations and Warranties of the Holder.  The Holder represents and warrants as of the date hereof to the Company as follows:
 
i.           Authority.  The execution, delivery and performance by such Holder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Holder.  This Agreement has been duly executed by such Holder, and when delivered by such Holder in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Holder, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
 
7.           No Interests.  The Company and Holder each warrant and represent that no other person or entity has any interest in the matters released herein, and that they have not assigned or transferred, or purported to assign or transfer, to any person or entity all or any portion of the matters released herein.

8.           Attorney Fees.  Each party shall be responsible for their own attorneys’ fees and costs.

9.           Acknowledgements.  All parties acknowledge and represent that: (a) they have read the Agreement; (b) they clearly understand the Agreement and each of its terms; (c) they fully and unconditionally consent to the terms of this Agreement; (d) they have had the benefit and advice of counsel of their own selection; (e) they have executed this Agreement, freely, with knowledge, and without influence or duress; (f) they have not relied upon any other representations, either written or oral, express or implied, made to them by any person; and (g) the consideration received by them has been actual and adequate.

 
3
 



10.           Entire Agreement.  This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, written or oral.  Each of the parties hereto acknowledges that neither any of the parties hereto, nor agents or counsel of any other party whomsoever, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject hereto, to induce it to execute this Agreement and acknowledges and warrants that it is not executing this Agreement in reliance on any promise, representation or warranty not contained herein.
 
11.           Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holder.
 
12.           Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
 
13.           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.
 
14.           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
 
15.           Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.
 
 [SIGNATURE PAGE FOLLOWS]
 


 
4
 

 
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this Agreement as of the date first set forth above.
 
TRIANGLE PETROLEUM CORPORATION


/s/ MARK GUSTAFSON
  
Name: Mark Gustafson
  
Title:   Chief Executive Officer
  

CENTRUM BANK AG

By: /s/ JURG MUEHLETHALER
  
Jurg Muehlethaler
  
Executive Director
  
   

By: /s/ DANIEL KIEBER
  
Daniel Kieber
  
Associate Director
  
 
 
 
5
 EX-10.4 5 v135242_ex10-4.htm Unassociated Document
SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”), is made and entered into as of December 18, 2008, by and between Triangle Petroleum Corporation, a Nevada corporation (the “Company”) and Bank Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd (the “Holder”).

WHEREAS, the Company and the Holder are parties to that certain Securities Purchase Agreement, dated December 28, 2005, (the “Purchase Agreement”), pursuant to which the Company issued to the Holder a Convertible Debenture, due December 28, 2008 in an aggregate principal amount of $2,500,000 (the “December Debenture”) and a Convertible Debenture, due January 23, 2009 in an aggregate principal amount of $2,500,000 (the “January Debenture” and together with the December Debenture, the “Debentures”); and

WHEREAS, as of the date of this Agreement, the outstanding amount of the Debentures is $6,102,396, which includes $5,000,000 in principal and $1,102,396 of accrued interest; and

WHEREAS, simultaneously with the execution of this Agreement, the following transactions are also taking place: a) the Company is entering into an amendment agreement with the Holder, pursuant to which the conversion price of the Debentures will be reduced to $1.40 and the Holder will convert $1,750,000 of Debentures and receive 1,250,000 shares of the Company’s common stock; b) the Company is entering into an amendment agreement with Centrum Bank AG (“Centrum”), pursuant to which the conversion price of convertible debentures issued pursuant to a securities purchase agreement dated December 28, 2005 will be reduced to $1.40 and Centrum will convert $1,750,000 of debentures and receive 1,250,000 shares of the Company’s common stock; and c) the Company is entering into a settlement agreement with Centrum for the settlement of the remaining convertible debentures  on the same terms and conditions as this Agreement; and

WHEREAS, the Holder has agreed to accept $3,250,000 from the Company (the “Settlement Amount”) for the final settlement of the Debentures; and

WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms as set forth in the Purchase Agreement; and

WHEREAS, subject to the terms hereunder, the Company and the Holder have reached a full and final settlement for the settlement of the Debentures;

NOW THEREFORE, in consideration of the terms and conditions contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

 
 
 


1.           Incorporation of Preliminary Statements.  The preliminary statements set forth above by this reference hereto are hereby incorporated into this Agreement.

2.           Payment and Acceptance of Settlement Amount.  Within two (2) business days of execution of this Agreement, the Company shall pay Holder the sum of Three Million, Two Hundred Fifty Thousand Dollars and no Cents ($3,250,000). Holder agrees to accept the sum of Three Million, Two Hundred Fifty Thousand Dollars and no Cents ($3,250,000) from the Company.
 

3.           Release by the Holder.  Upon the receipt of the Settlement Amount, Holder releases and discharges the Company, the Company’s heirs, executors, administrators, parent company, holding company, subsidiaries, successors, predecessors, officers, directors, principals, control persons, past and present employees, insurers, agents, attorneys, and assigns (the “Company Releasees”) from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, against the Company Releasees, that Holder or its heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, from the beginning of the world to the day of the date of this Release.
 
4.           Release by the Company.  Upon the payment of the Settlement Amount, the Company releases and discharges Holder, Holder’s heirs, executors, administrators, parent company, holding company, subsidiaries, successors, predecessors, officers, directors, principals, control persons, past and present employees, insurers, agents and assigns from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, against Holder, that the Company or its heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, from the beginning of the world to the day of the date of this Release.

5.           Representations and Warranties of the Company.  The Company hereby makes to the Holder the following representations and warranties:
 
i.           Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals.  This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
 

 
2
 


 
ii.           No Conflicts.  The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, any material agreement, credit facility, debt or other material instrument or other material understanding to which the Company is a party, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations); except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
 
6.           Representations and Warranties of the Holder.  The Holder represents and warrants as of the date hereof to the Company as follows:
 
i.           Authority.  The execution, delivery and performance by such Holder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Holder.  This Agreement has been duly executed by such Holder, and when delivered by such Holder in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Holder, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
 
7.           No Interests.  The Company and Holder each warrant and represent that no other person or entity has any interest in the matters released herein, and that they have not assigned or transferred, or purported to assign or transfer, to any person or entity all or any portion of the matters released herein.

 
3
 



8.           Attorney Fees.  Each party shall be responsible for their own attorneys’ fees and costs.

9.           Acknowledgements.  All parties acknowledge and represent that: (a) they have read the Agreement; (b) they clearly understand the Agreement and each of its terms; (c) they fully and unconditionally consent to the terms of this Agreement; (d) they have had the benefit and advice of counsel of their own selection; (e) they have executed this Agreement, freely, with knowledge, and without influence or duress; (f) they have not relied upon any other representations, either written or oral, express or implied, made to them by any person; and (g) the consideration received by them has been actual and adequate.

10.           Entire Agreement.  This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, written or oral.  Each of the parties hereto acknowledges that neither any of the parties hereto, nor agents or counsel of any other party whomsoever, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject hereto, to induce it to execute this Agreement and acknowledges and warrants that it is not executing this Agreement in reliance on any promise, representation or warranty not contained herein.
 
11.           Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holder.
 
12.           Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
 

 
4
 


 
13.           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.
 
14.           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
 
15.           Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.
 
 
16.           The Company hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, each and all of the representation, warranties, covenants, undertakings and agreements herein made (collectively, the “Representations”) were made by the Holder as custodian on behalf of clients. Each and every one of the Representations made by the Holder as custodian on behalf of clients are made and intended not as Representations by the Bank or for the purpose or with the intention of binding the Holder, but are made on behalf of the clients of the Holder. In the case of damages that may be incurred by the Company in connection with any inaccuracy regarding any Representations contained herein, the Company hereby acknowledges and agrees that it will not claim or assert any claim against the Holder for any money damages or other remedies in any action and the Company hereby specifically waives the right to any money damages or other remedies from the Holder in connection with any Representation made herein.

 [SIGNATURE PAGE FOLLOWS]
 


 
5
 

 
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this Agreement as of the date first set forth above.
 
TRIANGLE PETROLEUM CORPORATION


By: /s/ MARK GUSTAFSON
  
Name: Mark Gustafson
  
Title:   Chief Executive Officer
  
 
BANK SAL. OPPENHEIM JR. & CIE., (SWITZERLAND) LTD


By: /s/ URS FRICKER
  
Urs Fricker
  
Director
  


By: /s/ BRUNO ACHERMANN
  
Bruno Achermann
  
Assistant VP
  
 
 
6
 EX-99.1 6 v135242_ex99-1.htm
Exhibit 99.1


For Immediate Release

Triangle Petroleum Announces Settlement of Convertible Debentures

Calgary, Alberta – December 19, 2008 – Triangle Petroleum Corporation (the “Company” or “Triangle”) (TSXV: TPE, OTCBB: TPLM) today reported that it has entered into amending agreements with its convertible debenture holders to settle in full, subject to regulatory approval, the principal (US $10 million) and interest (US $2.2 million) of the debentures by agreeing to pay an aggregate of US $6.5 million in cash and to issue an aggregate of 2,500,000 common shares.

Shaun Toker, Chief Financial Officer, commented, “Settlement of these outstanding debentures really cleans up our balance sheet. Being a completely debt free company positions us for additional funding options in 2009.”

Triangle also reports that it will not be proceeding with its previously announced flow through share offering and it has elected not to drill a test well on the 68,000 gross acres Beech Hill Block in New Brunswick.

About Triangle Petroleum Corporation

Triangle is an exploration company focused on emerging Canadian shale gas project covering 516,000 gross acres in the Maritimes Basin in Nova Scotia through Elmworth Energy Corporation, its Calgary based operating subsidiary. Triangle’s common shares trade on the TSX Venture Exchange under the symbol TPE and on the OTC Bulletin Board under the symbol TPLM.

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

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suite 1250, 521 – 3rd Avenue S.W. Calgary, Alberta  T2P 3T3
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