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 3, 2009

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

[ ] 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 3, 2009, Triangle Petroleum Corporation (the “Company”) announced its operating results for the fiscal quarter ended April 30, 2009. 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 7.01              Regulation FD Disclosure.

On June 4, 2009, the Company held an earnings conference call to discuss its unaudited financial results for the fiscal quarter ended April 30, 2009. The script of the earnings conference call is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 7.01.

ITEM 9.01              Financial Statements and Exhibits.

(d)           Exhibits.

99.1          Press Release, dated June 3, 2009, issued by Triangle Petroleum Corporation.

99.2          Script of June 4, 2009 Earnings Conference Call.

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: June 4, 2009	BY:	/s/ SHAUN TOKER
		Shaun Toker Chief Financial Officer

3

EX-99.1

Exhibit 99.1

For Immediate Release

Triangle Petroleum Announces First Quarter Financial Results and Operations Update

Calgary, Alberta – June 3, 2009 – Triangle Petroleum Corporation (the “Company” or “Triangle”) (TSXV: TPE; OTCBB: TPLM) today reported financial results for its first quarter of fiscal year ending January 31, 2010 and an operations update.  Unless otherwise noted, all references to “$” are to U.S. dollars. All references to “Cdn$” are to Canadian dollars (Cdn$1.00 = US$0.92 at closing June 2, 2009).

Financial Summary

At April 30, 2009, the Company had cash and cash equivalents of $6.2 million and no debt outstanding. Working capital was $6.7 million at April 30, 2009, a decrease of $0.9 million from $7.6 million at January 31, 2009 due primarily to $0.7 million of cash General and Administrative (“G&A”) expenses plus $0.3 million of oil and gas additions.

In the first quarter of fiscal 2010, the Company used $0.7 million for cash G&A expenses, which was down $0.4 million from the prior year first quarter costs of $1.1 million primarily due to management implementing cost reductions in the prior year to reduce salary, benefits, consulting fees, office costs and public company costs.

In the first quarter of fiscal 2010, the Company invested $0.3 million in oil and gas additions, mainly related to completing the second phase of the shale gas exploration program in the Windsor Block of Eastern Canada, of which $0.1 million was used for the testing of the N-14-A well and $0.1 million was used for completion operations on the O-61-C well. The Company has invested a total of $17.1 million net in the Windsor Block exploration program since its inception in May 2007.

The Company reported a net loss of $0.7 million ($0.01 net loss per diluted share) for the first quarter of fiscal 2010 compared to a net loss of $1.8 million ($0.04 net loss per diluted share) for the first quarter of fiscal 2009. The decrease in the net loss was due primarily to the positive effects of the elimination of all debt in December 2008, lower G&A costs and a foreign exchange gain due to the weakening of the U.S. dollar.  Revenue for the first quarter of fiscal 2010 totaled $0.03 million compared with $0.15 million in the first quarter of fiscal 2009. The decline in revenue resulted from reduced production volumes due to natural production declines, the sale of a Barnett shale well in the second quarter of fiscal 2009, and lower commodity prices.

Shaun Toker, Triangle’s Chief Financial Officer, commented, “Our improved results in the first quarter of fiscal 2010 reflect the benefit of the elimination of our debt in late 2008.  We also saw a significant decline in our overhead costs due to the implementation of additional cost reduction measures by our management team. We remain committed to managing our cash reserves prudently as we proceed with our exploration program and search for additional partners.”

Operations Update

Windsor Block:

During the first quarter of fiscal 2010, Triangle tested the N-14-A well, which was completed in early December 2008 with a four-stage perforation and fracture treatment. As previously reported, frac flowback operations were suspended in April after the well recovered 15% of load fluid but negligible gas production.  Subsequent analysis indicates an unusually high insitu stress regime in the immediate vicinity of the well, likely due to proximity to a major fault, which contributed to fracture ineffectiveness.  Completion operations on the O-61-C well commenced in March 2009.  Several tight sand and carbonate intervals were perforated but not fracture-treated at this time.  The Company has obtained useful geologic information from the well, which will help guide subsequent exploration efforts.  No hydrocarbon was flowed from the well.

Completion operations on the E-38-A well are currently being designed, and will move forward on the basis of the technical evaluation, equipment availability, government approvals, and partner concurrence.  E-38-A evaluates an area of the Windsor Block which is structurally and geologically distinct from previous wells drilled in the field.

On April 15, 2009, the exploration agreement on the Windsor Block was superseded by a 10-year production lease, which was filed on EDGAR and SEDAR on April 20, 2009.  The key points of the lease include:

·   The production lease grants rights to 474,625 gross acres (270,000 net acres), covering substantially all of the land which the Company had leased previously under the terms of an Exploration Agreement. Fringe acreage deemed non-prospective was voluntarily surrendered by Triangle;

·    Triangle holds rights to conventional oil and gas within the lease, which includes shale gas in the Windsor and Horton Groups, excluding natural gas from coal. Triangle believes coals are not prospective within the Windsor Block;

·    To retain rights to this land block, Triangle has agreed to drill seven wells, complete three wells previously drilled, and acquire seismic to continue to evaluate the Windsor Block prior to April 15, 2014.  These wells are to be distributed across the land block to fully evaluate conventional and shale resources.  In addition to annual progress reporting to maintain the lease in good standing, on the second anniversary of the lease the Company is obliged to provide a detailed report to the Nova Scotia government to assess its evaluation activities to maintain certain lands.  After the fifth anniversary, leased areas not adequately drilled or otherwise evaluated may be subject to surrender;

·   Current royalty rates are set at 10% in Nova Scotia; and

·   Tenure on some or all of the lands is eligible for renewal after the first ten years, based on the establishment of commercial production and/or the satisfaction of certain drilling and evaluation criteria.

Triangle has agreed to complete the three wells that were drilled last year and acquire seismic, at a total gross estimated cost of Cdn$2.0 million, prior to the first anniversary of the lease.  The Company has posted a refundable 10% deposit of Cdn$200,000 related to the first year commitment.

For the balance of fiscal 2010, the Company plans to continue the technical evaluation of the five wells drilled to date on the Windsor Block, including completing and testing the remaining uncompleted well that was drilled in 2008, acquiring additional seismic, and searching for one or more new joint venture partners to join in the next phase of exploration on the Windsor Block.

Howard Anderson, President of Triangle commented, “We are pleased to have successfully converted our Windsor Block exploration agreement with the Nova Scotia government to a ten-year production lease.  This agreement provides the land tenure necessary to confidently move forward with our efforts to establish commercial production.  We will continue to focus the majority of our time, expertise and capital resources on this project.”

Conference Call Information

Triangle has scheduled a conference call to review first quarter fiscal 2010 on June 4 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 12765656.

The call will be available for replay beginning two hours after the call is completed through midnight of June 8, 2009. 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 12765656.

About Triangle Petroleum Corporation

Triangle is an exploration company focused on an emerging Canadian shale gas project covering 475,000 gross acres (270,000 net 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

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The financial statements referred to in this press release have been prepared in accordance with U.S. generally accepted accounting principles, which differ in certain material respects from Canadian generally accepted accounting principles. The Company has not prepared, nor is it required to prepare, a reconciliation of its financial statements to Canadian generally accepted accounting principles.

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 Company’s planned drilling and evaluation program, operating costs and expectations of undiscovered resources. 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 and on SEDAR.

Triangle Petroleum Corporation

Consolidated Statements of Operations

(Expressed in U.S. dollars)

(Unaudited)

	Three Months  Ended April 30,			Three Months  Ended April 30,
	2009 $			2008 $
Revenue, net of royalties		33,904			152,119
Operating Expenses
Oil and gas production		20,701			59,227
Depletion and accretion		41,215			70,299
Depreciation – property and equipment		4,339			9,759
General and administrative		819,848			1,200,718
Foreign exchange gain		(149,079	)		(4,006	)
		737,024			1,335,997
Loss from Operations		(703,120	)		(1,183,878	)
Other Income (Expense)
Accretion of discounts on convertible debentures		-			(1,215,358	)
Amortization of debt issue costs		-			(109,584	)
Interest expense		-			(253,980	)
Interest and royalty income		6,172			17,215
Unrealized gain on fair value of derivatives		-			919,330
Total Other Income (Expense)		6,172			(642,377	)
Loss for the Period		(696,948	)		(1,826,255	)
Loss Per Share – Basic and Diluted		(0.01	)		(0.04	)
Weighted Average Number of Shares Outstanding –    Basic and Diluted		69,926,000			47,433,000

Triangle Petroleum Corporation

Consolidated Balance Sheets

(Expressed in U.S. dollars)

(Unaudited)

	April 30, 2009 $			January 31, 2009 $
ASSETS
Current Assets
Cash and cash equivalents		6,159,767			8,449,471
Prepaid expenses		357,112			339,839
Other receivables		403,027			998,511
Total Current Assets		6,919,906			9,787,821
Property and Equipment		58,429			39,765
Oil and Gas Properties		17,233,533			16,942,864
Total Assets		24,211,868			26,770,450
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		114,605			2,123,079
Accrued liabilities		90,244			90,539
Total Current Liabilities		204,849			2,213,618
Asset Retirement Obligations		740,077			727,862
Total Liabilities		944,926			2,941,480
Stockholders’ Equity
Common Stock Authorized: 100,000,000 shares, par value $0.00001 Issued: 69,926,043 shares                       (January 31, 2009 – 69,926,043 shares)		699			699
Additional Paid-In Capital		81,290,635			81,155,715
Warrants		4,237,100			4,237,100
Deficit		(62,261,492	)		(61,564,544	)
Total Stockholders’ Equity		23,266,942			23,828,970
Total Liabilities and Stockholders’ Equity		24,211,868			26,770,450

EX-99.2

Exhibit 99.2

INVESTOR CONFERENCE CALL SCRIPT – JUNE 4, 2009

First Quarter Fiscal Year 2010

Earnings and

Operational Update Conference Call

Thursday, June 4, 2009

11:00 a.m. EST

Operator will introduce Mark Gustafson as Chairman and CEO and host of today’s call and will describe postview information: (800) 642-1687 (US and Canada) and (706) 645-9291 (International), Access Code 12765656 beginning two hours after call is complete on June 4 continuing until midnight on June 8, 2009.

Mark Gustafson

Good morning, everyone, and welcome to Triangle’s First Quarter Fiscal 2010 Conference Call.

With us today are Howard Anderson, Triangle’s President and Chief Operating Officer and Shaun Toker, our Chief Financial Officer.

We will begin today’s call with a review of first quarter fiscal year 2010 financial results and that will be highlighted by Shaun.  Then Howard will provide a review of operations and I will then wrap up with some closing comments and we will all be available for your questions.

Over to you Shaun –

Shaun Toker

Thanks Mark.

First we need to get the administrative details out of the way with our safe harbor statement.  Forward looking statements made during this call are based on assumptions we believe are reasonable but are nonetheless subject to a wide range of business risks.    Such risks and uncertainties are more fully described in Triangle’s filings with the Securities and Exchange Commission and the Alberta, British Columbia and Ontario Securities Commissions including our Form 10-K that was filed on EDGAR and SEDAR.  Forward-looking statements are not guarantees of future performance or an assurance that the Company’s assumptions or projections are correct.  Actual results may differ materially from those projected.

Let me now begin with a few comments on our first quarter financial results.  We continued to have a strong balance sheet at April 30, 2009 as compared to a year ago, which provides us with financial flexibility. Also, the benefits of settling our remaining debt last December was evident to the statement of operations.

Looking at our balance sheet at April 30, 2009, we had cash of $6.2 million, working capital of $6.7 million and no debt. We are very pleased with this balance sheet liquidity, particularly in today’s economic environment. During the quarter, our working capital decreased only $0.9 million, whereby we used $0.7 million for cash G&A costs and $0.3 million for investing in the Windsor Block of Eastern Canada.

Looking at our investing activities during the quarter, we focused on completing the second phase of our shale gas exploration program in the Windsor Block.  About $0.1 million was used for testing the N-14-A well and another $0.1 million was used for completion activities on the O-61-C well. Howard will review these operations shortly.

Turning to our statement of operations, you could see the benefits of our debt settlement in December 2008 on our income statement.  Our net loss for the first quarter of $0.7 million, or 1 cent, decreased from the net loss of $1.8 million, or 4 cents, for the same period a year ago.  The improvement related to three items:

·   First, the settling our debentures in December 2008 eliminated primarily all the other expense items and saved $0.6 million.  These eliminated items included the accretion of debenture discounts, the amortization of debt costs, the interest expense and the unrealized fair value changes of the derivatives.

·   The second income statement improvement was a significant reduction to G&A, which decreased $0.4 million, or 32%, compared to last year’s Q1. This reduction was mainly the result of management implementing cost reduction measures and the strengthening of the Canadian dollar versus the U.S. dollar.  The cost savings came from all categories of expense, including reduced salaries, consulting fees, office overhead, audit fees and public company costs. We expect our G&A to remain lower than last year’s levels and to continue to decrease every quarter throughout the year.

·   The third income statement improvement related to a non-cash foreign exchange gain of $0.2 million.

Revenue for the quarter totaled $34 thousand, which decreased from $152 thousand in the first quarter a year ago due primarily to reduced production volumes and lower gas prices.

With that, I will turn the call over to Howard to go into more detail on our operations.

Howard Anderson

Thanks ,Shaun.

Eastern Canada

Let’s start with our core property, the Windsor Block in Nova Scotia.  While no new wells were drilled during the first quarter, we stayed busy evaluating the wells we had drilled last year and most importantly, working with the Nova Scotia government to successfully convert our exploration agreement into a 10-year production lease.

We’ve now drilled and cased five wells:   two vertical test wells (Kennetcook #1 and Kennetcook #2) in 2007, and three more vertical exploration wells in 2008 (N-14-A, O-61-C and E-38-A). Those three 2008 wells represented the first half of a six-well exploration program that we’re hopeful will continue later this year.   At this point, four of the five have been completed and tested.  Only E-38-A remains to be completed, and that work is currently in the final stages of being engineered, with field operations expected to start in the next couple of weeks.  In this discussion, I’ll be referring to our most recent completions at N-14-A and O-61-C.

During first quarter, we tested N-14-A, which had been completed in the previous quarter.  If you recall, that well encountered the thickest section of Horton Bluff that we had seen in any of our wells, at about 1000 meters thick.  We had completed an interval of about 120 meters in the middle of the section, at about 1900 meters depth, with four perf intervals and four independent 50 ton fracs.  Upon flowback, we got returns of about 15% of frac load fluid, but negligible gas flow.  Subsequent technical work, focusing on insitu stress and rock properties, indicated unusually high stress in the area of this well, limiting frac height growth, possibly creating horizontal fracs, but in any case, resulting in poor communication between wellbore and reservoir rock.  The completion interval in this well is in close proximity to a major fault, which may be a contributor to the stress regime and poor result.

During the quarter, we began a variety of basin studies, two of which focused on insitu stress and structural geology, incorporating data from the N-14-A well results.  On the basis of that work, we now have a much better idea of which parts of the basin to focus on next, which will feed into our go-forward drilling plan.

The O-61-C well, drilled in 4th quarter, was completed in first quarter.    This well is a 20 km stepout from the relatively more densely drilled  Kennetcook-Noel area, where the other four wells are located.    We encountered a 300 meter Horton Bluff shale interval and several tight-looking sands and carbonates with hydrocarbon potential.

Completion operations on O-61-C consisted of zone-by-zone perforations, followed by pressure monitoring for signs of inflow.  We didn’t see significant inflow in any of the zones, but we didn’t frac any of them either.  We’re still evaluating our data, and are leaving the option open to go back to any of these zones for further work.

The third well from 2008, and 5th overall, E-38-A, was drilled in 4th quarter in the Kennetcook area near N-14-A, but in a separate, uplifted, anticline-style fault block. A Horton Bluff shale section of almost 1000m was found in this well.  Besides the structural style which indicates a possibly relaxed stress regime that could be conducive to fracture treatments, at least two intervals in this well exhibited significant wellbore breakout, including 200 m at the bottom of the well, so we’re encouraged that this well is in a very different stress regime from N-14-A.  We’re initially planning to perforate and perform a diagnostic micro-frac to determine stress and frac pressures, then proceed on the basis of those results.  Work can start in the next couple of weeks, but is of course, dependent on partner concurrence, government approvals, weather, and equipment.

A key accomplishment during the quarter was executing our new lease.  On April 15, the exploration agreement on the Windsor Block was converted to a new 10-year production lease.  The key points of the lease include:

·   474,625 gross acres (270,000 net), covering  substantially all of the previous Exploration Agreement, with the exception of some fringe acreage we believe is non-prospective and voluntarily surrendered.

·   We have rights to conventional oil and gas within the leased lands, which includes shale gas in the Windsor and Horton Groups, effectively surface to basement.   Natural gas from coal is excluded, but we don’t believe there’s any CBM potential within the Windsor Block.

·   To maintain the lease in good standing, we’ve  agreed to complete all our existing wells, and acquire some more seismic in the first year, and then drill seven more wells over the following four years, The wells are to be distributed across the land block, to adequately evaluate conventional and shale resources.  Areas of the leease not drilled or adequately evaluated by the fifth anniversary are subject to surrender. Annual progress reports are required, and a technical evaluation of the focus area around Kennetcook  is due after the second anniversary.

·   All the leased lands are owned by the provincial government (“the Crown”), and current royalty rates are set at a flat 10%.

·   Tenure on some or all of the lands is eligible for renewal after the first ten years, based on any production at that time and satisfying drilling and evaluation criteria.

The Company has posted a refundable 10% deposit of $200,000 with respect to its first year work commitment. The lease has been filed with both the Canadian and US regulatory bodies and is available for public viewing.

For the rest of the current fiscal year, we plan to complete E-38-A, continue evaluate our well results, incorporate our new basin studies, and acquire additional seismic, all with a view towards confirming our next drilling locations.  We are actively searching for one or more new joint venture partners to join in the continuing exploration drilling program.  As I mentioned earlier, the three wells drilled in 2008 and completed this year were the first in what we envision as a six-well exploration program.  Securing another partner is a important to our moving ahead with the balance of that program.  As we announced earlier in the week, we are very pleased to have the firm Jefferies, Randall and Dewey helping us extend our North American and International reach in marketing our Windsor joint venture farmout opportunity The goal, of course, continues to be to seek the signposts for commercial production from the large shale gas resource we believe we have discovered.

Western Canada

While our focus is clearly on the Windsor Block, we continue to position ourselves for a shale entry in Western Canada. We’ve moved well beyond a multi-company geological study that we participated in last year.  We’ve now  identified areas where we believe we may have a technical and business advantage, based on the unique shale experience our team has developed in the past couple of years.  A joint venture partner will be added at the appropriate time to help provide funding and mitigate exploration risk.

I’ll now turn the call back over to Mark,

Mark Gustafson

Thanks, Howard.

Before closing, I would like to welcome the newest member of our management team, Jeff McKenna.  Jeff joined Triangle in the capacity as Vice President, Corporate Development.  He is a skilled landman and has over 28 years of oil and gas experience in both public and private companies.  In the last eight years he was the founder of two private E&P companies that had substantial growth in production before they were sold. Jeff is a member of our team seeking to bring onboard a new joint venture partner for our Windsor Block program and will oversee all of our land-related functions.

In closing, I would like to reiterate how pleased we are to have simplified and de-levered our balance sheet.  Confronted with the current uncertain financial and industry environment, we wanted to have the financial flexibility to move at a steady, deliberate pace in our Windsor Basin exploration program. Being debt free gives us that freedom as we look for another partner and consider our options for further drilling in Nova Scotia. We will continue to search for ways to further enhance our financial position through appropriate fundings and continued active discussions with potential joint venture partners.

We will now be happy to take your questions.