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):  December 23, 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):

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 3.02 Unregistered Sales of Equity Securities.

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

Resignation of J. Howard Anderson

On December 30, 2009, J. Howard Anderson resigned as President, Chief Operating Officer and Vice President Engineering of Triangle Petroleum Corporation (the “Company”), and its subsidiaries effective January 4, 2010.   In submitting his resignation, Mr. Anderson did not express any disagreement with the Company on any matter relating to the registrant’s operations, policies or practices.  Mr. Anderson will be paid severance in the amount of C$133,333.34 which will be paid on or before January 15, 2010.  Mr. Anderson will provide transition consulting services to the Company through March 31, 2010, for which he will receive up to 100,000 shares of the Company’s common stock, subject to acceptance by the TSX Venture Exchange.  Mr. Anderson will be entitled to retain 100,000 previously issued stock options, but he has agreed to forfeit all other stock options.

Resignation of Shaun Toker

On December 23, 2009, Shaun Toker resigned as Chief Financial Officer and Corporate Secretary of Triangle Petroleum Corporation (the “Company”), and its subsidiaries.   In submitting his resignation, Mr. Toker did not express any disagreement with the Company on any matter relating to the registrant’s operations, policies or practices.  Mr. Toker will be paid severance in the amount of C$100,000, of which C$62,500 will be paid on or before January 15, 2010 and C$37,500 will be paid on or before April 30, 2010.  Mr. Toker will forfeit 300,000 stock options.  Mr. Toker will continue to be employed by the Company as a Senior Financial Advisor, through April 30, 2010.  As a part of Mr. Toker’s compensation, he will receive up to 200,000 shares of the Company’s common stock, subject to acceptance by the TSX Venture Exchange.

Appointment of New Chief Financial Officer and Corporate Secretary

Effective December 23, 2009, the Board appointed Jonathan Samuels as Chief Financial Officer and Corporate Secretary.  The Company has not yet entered into an employment agreement with Mr. Samuels. Mr. Samuels is currently a member of the Company’s Board of Directors.

Jonathan Samuels, CFA – Until December 2009, Mr. Samuels was an analyst at Palo Alto Investors, a $1.3 billion hedge fund founded in 1989.  Mr. Samuels joined Palo Alto in 2004 and was responsible for research and investment sourcing in the energy sector. Mr. Samuels received his BA from the University of California and his MBA at the Wharton School.

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.

99.1           Termination of Employment of Shaun Toker, dated December 23, 2009

99.2           Termination of Employment of J. Howard Anderson, dated December 23, 2009

99.3           Press release, dated January 5, 2010

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: January 5, 2010	BY:	/s/ JONATHAN SAMUELS
		Jonathan Samuels Chief Financial Officer

EX-99.1

December 23, 2009

Shaun Toker

31 Tuscany Ravine View NW

Calgary, AB  T3L 2W1

Dear Shaun,

Re: Termination of Employment

As you are aware, a decision has been made to terminate your employment and we have had discussions in this regard.  This letter sets out the terms upon which Triangle Petroleum Corporation proposes to terminate our relationship.

You were employed by Triangle Petroleum Corporation ("Triangle" or the "Company")) effective September 1, 2007 pursuant to an employment offer as CFO of Triangle and its 100% owned subsidiaries Elmworth Energy Corporation ("Elmworth") and Triangle USA Petroleum Corporation ("Triangle USA").  Effective January 1, 2008, you agreed to continue employment pursuant to an Employment Agreement (the "Employment Agreement") as Chief Financial Officer of Elmworth.  You were delegated and agreed to provide services to Elmworth as well as its related corporations, Triangle and Triangle USA.  The terms of the Employment Agreement is the starting point for the proposal set out herein, although as you will see Triangle is prepared to offer a greater severance proposal than mandated by the Employment Agreement.

This letter will confirm that Triangle has decided, in light of its new strategic direction, to terminate your employment and your association as an officer of Triangle, Elmworth, Triangle USA, and all of their associated and affiliated corporations.  As proposed below, you will cease from all officer positions immediately upon your acceptance of this letter and will continue as a Senior Financial Advisor to April 30, 2010.

Proposal

Although the Severance Amount as defined in the Employment Agreement provides for a minimum payment of a lump sum equal to five months' of your Annual Salary if your employment is terminated after January 1, 2008, Triangle proposes that in consideration for:

(a)           the immediate resignation from all officer positions of Triangle and its subsidiaries,

(b)           the immediate forfeiture of your 250,000 options issued under the Incentive Stock Option Agreement dated August 17, 2007 and your 50,000 options issued under the Incentive Stock Option Agreement dated July 2, 2008, and

(c)           a full and final release (the "Release"), which is attached as Schedule "A"

you will be paid an amount equal to eight months' of your Annual Salary, or $100,000.00, to be paid as follows:

(a)           $62,500.00 (five months' salary) on or before January 15, 2010, and

(b)           the balance, of $37,500.00 (three months' salary) on or before April 30, 2010.

Applicable deductions will be made from the above amount.

Furthermore, you agree from the date of accepting this letter to continue to work under the terms of your current Employment Agreement with the revised title of Senior Financial Advisor and the related Stock Option Agreement dated January 28, 2009 whereby you will participate in and support the transition of the management of Triangle and the restructuring and refinancing of Triangle and its related corporations, and that you will continue to perform your services as Senior Financial Advisor to the best of your abilities until and including April 30, 2010 (and in particular you will complete the filing of the 10-K form in the United States).  During the period from December 22, 2009 to April 30, 2010, you are approved to seek employment with an effective start date of May 1, 2010. In addition to your current Performance Fee of $10,000 that will be paid if the 10-K is filed within 80 days from yearend under the Employment Agreement, as a performance bonus for assisting in completing the filing of the 10-K form in the United States by April 30, 2010, you will be entitled to an issuance of 200,000 shares of common stock of Triangle, on a "shares for past services" basis, subject to acceptance by the TSX Venture Exchange, to be considered on or about May 1, 2010, provided that you will not be permitted to sell such common stock for a further three month period following May 1, 2010.  The Board of Directors of Triangle will act reasonably as reflected in a Resolution passed by a majority of the members of the Board at a properly convened meeting on or shortly after May 1, 2010, or by unanimous written resolution of the members of the Board, to determine their satisfaction of earning of the performance bonus and related approval of the issuance of the shares. The deemed price of the common stock to be issued shall be calculated by reference to the 20 day volume weighted average price of the shares on the TSX Venture Exchange, immediately prior to the Board's Resolution.

If Triangle terminates your employment as Senior Financial Advisor before April 30, 2010, you will be entitled to issuance of pro-rated portion of the 200,000 shares of common stock of Triangle, pro-rated to your last day of active employment as Senior Financial Advisor, on a "shares for past services" basis, subject to acceptance by the TSX Venture Exchange, to be considered on or about the termination date as Senior Financial Advisor, provided that you will not be permitted to sell such common stock for a further three month period following the termination date as Senior Financial Advisor.

If it is determined that the common shares of Triangle cannot be issued as contemplated above, a cash payment of the equivalent fair value of the shares, as determined by the number of common shares that would have been earned and the deemed price as set out above, will be paid within 10 days of such determination.

Resignations

As provided in Section 4.4 of the Employment Agreement, you will be required to resign from all offices in Elmworth, and in addition from all offices in Triangle, Triangle USA and all other associated and affiliated corporations.  Forms of resignation that you are to sign are attached as Schedule "B" (the "Resignations").

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ROE and Insurance Matters

Your Record of Employment for purposes of claiming Employment Insurance benefits will be provided to you shortly after your effective termination date of April 30, 2010.  If you accept the offer set out above, then the appropriate figures will be included.  Otherwise, a Record of Employment will be prepared with the information available at that time, and an Amended Record of Employment will be provided later on as may be appropriate.

Please note that although group life insurance terminates upon the termination of your employment, you will have the right to obtain equivalent coverage from the insurer without a medical examination, provided you do so within the time limits specified under the group policy.

Acceptance

If you accept the terms of the proposal set out herein, please sign the duplicate copy of this letter (enclosed) as well as the Resignations set forth on Schedule "B", and return them to Dr. Peter J. Hill, President and Chief Executive Officer, no later than 4:30 p.m. on December  31st, 2009.

Please note that you will also be required to provide Triangle with a signed Release in the form enclosed, which is required as a condition of the settlement.

Other Matters

Please note the following:

1.           As is the case of all departing management employees, you will continue to be bound by those fiduciary duties and duties of confidentiality as apply to former management employees, and as well we draw to your attention the provisions of the Employment Agreement addressing Confidential Information, in paragraph 1.1 (c) as well as Article 5.

2.           In addition, we draw to your attention provisions addressing non-competition and non-solicitation of employees set out in Section 5.2 of the Employment Agreement.

3.           Section 2.02 (b) of Triangle's Stock Option Agreement you signed January 28, 2009 provides that “If a Holder ceases to be a Service Provider as a result of termination other than a termination for cause, effective as of the date notice is given in respect of such termination (the "Notice Date") and notwithstanding any other severance entitlements or entitlement to notice or compensation in lieu thereof, all outstanding unvested Stock Options shall be terminated and all rights thereunder shall be forfeited  and all vested Stock Options shall expire and terminate on the earlier of (i) 10 days from the Notice Date and (ii) the Expiry Date.” The Notice Date is considered to be April 30, 2010, which is your expected last day of employment.

4.           As mentioned above, the execution and delivery to our office of a Release in the form enclosed is required.

You may wish to seek legal and financial management advice before accepting the offer set out in this letter.

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Also please note that the Employment Insurance Act provides that Employment Insurance benefits are not available for the period for which you have been compensated by payment of a severance payment.  Therefore, if you elect not to accept this offer, in the event that a severance payment is later agreed upon, you will be required to account to Service Canada for benefits received for the period compensated by a severance payment.  However, if you have any anticipation of Employment Insurance collecting benefits, you should make your application promptly after receipt of the Record of Employment.

Acceptance

As indicated above, if you wish to accept this proposal, please do so by

(a)           detaching the Release,

(b)           signing the duplicate copy of the letter, and

(c)           returning the signed and accepted letter to Dr. Peter J. Hill no later than 4:30 p.m. on December 31st, 2009.

We wish you well in your future endeavours

Yours truly,

TRIANGLE PETROLEUM CORPORATION
Per:	/s/ PETER HILL
ACCEPTED this 23rd day of December, 2009.
/s/ SHAUN TOKER
Shaun Toker

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SCHEDULE "A"

RELEASE

KNOW ALL PERSONS BY THESE PRESENTS that I, SHAUN TOKER, of the City of Calgary, in the Province of Alberta, for and in consideration of the sum of SIXTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($62,500.00), paid to me or to my benefit, by or on behalf of TRIANGLE PETROLEUM CORPORATION, a body corporate having an office in the City of Calgary, in the Province of Alberta, less amounts withheld and paid to Canada Revenue Agency (Revenue Canada) pursuant to provisions of the Income Tax Act as set forth in that letter from TRIANGLE PETROLEUM CORPORATION to me dated December 23, 2009 setting out the terms of my termination of employment, have remised, released, and forever discharged, and by these presents I do for my heirs, successors and personal representatives, remise, release and forever discharge the said TRIANGLE PETROLEUM CORPORATION (herein called the "Employer", which term includes its respective owner, affiliates, subsidiaries, successors, assigns, and predecessor companies, specifically including ELMWORTH ENERGY CORPORATION and TRIANGLE USA PETROLEUM CORPORATION) and its and their respective directors, officers, agents, employees and insurers, of and from all actions, causes of action, suits, debts, dues, sums of money, claims and demands whatsoever at law or in equity which I ever had, or now have, or which I, or my heirs, successors or personal representatives hereafter can, shall, or may have against the Employer whatsoever arising out of or in any way related to my employment with the Employer, or any discipline imposed upon me in respect of my employment, or the termination thereof, up to and including the date of this Release, and specifically including:

(a) any claims which I may have arising out of or in any way related to Employment Agreement made effective January 1, 2008 between ELMWORTH ENERGY CORPORATION and me;

(b) any claims which I may have arising under and by virtue of the Employment Standards Code;

(c) any claims which I may have arising under or relating to any matter referred to in the Alberta Human Rights Act; and

(d) any claims which I may have arising under or in any way connected with any collateral benefit which may have been made available to me in connection with my employment with the Employer, including but not limited to collateral benefits such as life, short term disability or weekly indemnity, long term disability, medical, dental, or vision care insurance or benefits (whether provided through an insurance company or otherwise); employee assistance plan; tuition or education benefits; pension; stock option agreements; and company-supplied vehicle,

except as is specifically set forth in that letter dated December 23, 2009 from TRIANGLE PETROLEUM CORPORATION to me setting out the terms of my termination of employment.

And for the said consideration, I further agree not to make any claim or take any proceeding against any other individual, body, or corporation who might claim contribution or indemnity from the individuals or corporations discharged through this Release.

I acknowledge and agree that the terms of settlement of my claim and this Release are confidential and I covenant and agree to keep confidential all of such terms and I will not disclose the terms of settlement to any party, other than my spouse and my financial and legal advisors (and I will only disclose the terms to them on the basis that they will keep the terms confidential), except as may be required by law.

And for the said consideration, I agree to indemnify and hold the Employer harmless from and against any claim made by Canada Revenue Agency (Revenue Canada), Service Canada, the Employment Insurance Commission, or any other government department or agency against the Employer with respect to any non-deduction of income tax or employment insurance contributions from the amount payable above, including any claim for taxes or contributions not deducted, interest thereon, penalties, or charges, as well as any costs incurred by the Employer in responding to any such claim, for legal or accounting services, on a complete indemnity solicitor and his own client basis.

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I ACKNOWLEDGE that I have been provided with an opportunity to obtain independent legal advice with respect to this Release and my settlement of any claim that I may have against the Employer.

I ACKNOWLEDGE that the taking of this Release shall not be construed as an admission of any liability on the part of the Employer.

IN WITNESS WHEREOF I have executed this Release this 23rd day of December, 2009.

	/s/ SHAUN TOKER
WITNESS	SHAUN TOKER

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SCHEDULE "B"

RESIGNATION

I, SHAUN TOKER, hereby resign my position as Chief Financial Officer of Elmworth Energy Corporation as well as all of the other officer positions that I hold with that corporation, effective immediately.  Furthermore, I, SHAUN TOKER, hereby resign my position as Senior Financial Advisor of Elmworth Energy Corporation, effective April 30, 2010.

DATED this 23rd day of December, 2009.

/s/ SHAUN TOKER

SHAUN TOKER

RESIGNATION

I, SHAUN TOKER, hereby resign all of my officer positions of the corporations which are associated or affiliated with Triangle Petroleum Corporation, effective immediately.  Furthermore, I, SHAUN TOKER, hereby resign my position with all of the corporations which are associated or affiliated with Triangle Petroleum Corporation, effective April 30, 2010.

DATED this 23rd day of December, 2009.

/s/ SHAUN TOKER

SHAUN TOKER

EX-99.2

December 23, 2009

J. Howard Anderson

Dear Howard,

Re: Termination of Employment

As you are aware, a decision has been made to terminate your employment and we have had discussions in this regard.  This letter sets out the terms upon which Triangle Petroleum Corporation proposes to terminate our relationship.

You were employed by Elmworth Energy Corporation ("Elmworth") effective February 1, 2008 pursuant to an Employment Agreement (the "Employment Agreement") as Vice-President Engineering and Chief Operating Officer.  Pursuant to mutual agreement, effective June 30, 2008 you were appointed as President of Elmworth and Triangle USA Petroleum Corporation ("Triangle USA").  Effective August 15, 2008 you were appointed as President of Triangle Petroleum Corporation ("Triangle").  Notwithstanding the new appointments, your employment has continued substantially pursuant to the terms of the Employment Agreement and accordingly that is the starting point for the proposal set out herein, although as you will see Triangle is prepared to offer a greater severance proposal than mandated by the Employment Agreement.

This letter will confirm that Triangle has decided, in light of its new strategic direction, to terminate your employment and your association as an officer of Triangle, Elmworth, Triangle USA, and all of their associated and affiliated corporations.  Your last day of active work will be January 4, 2010.

Proposal

Although the Severance Amount as defined in the Employment Agreement provides for payment of a lump sum equal to five months' of your Annual Salary, Triangle proposes that in consideration for

(a)           a full and final release (the "Release"), a draft of which is attached as Schedule "A"), and

(b)           an agreement that you will make yourself reasonably available for consultation and advice from time to time to the members of management of Triangle, Elmworth, Triangle USA and their associated and affiliated corporations, by telephone, meetings, email, fax or letter as appropriate, until and including March 31, 2010,

you will be paid an amount equal to eight months' of your Annual Salary, or $133,333.34, to be paid on January 4, 2010 or very shortly thereafter but no later than January 15, 2010, upon receipt of the signed Release.

Applicable deductions will be made from the above amount.

As referenced above, you will be required to continue to be associated with Triangle as a consultant, providing assistance, advice, and historical information associated with the business affairs of Triangle and its associated corporations up to and including March 31, 2010, so as to allow in the smooth transition of management.  It is anticipated that you will provide your experience, skills, and background in this regard, and for this purpose you would be contacted to provide such consulting on an occasional basis.  You may be required to attend at the Triangle offices premises for an occasional day or for a few hours from time to time, but most of the contact is anticipated to be made by telephone, fax, letter, and email, with meetings only on an exceptional basis.

If you perform these consulting services until and including March 31st , 2010 to the satisfaction of the Board of Directors of Triangle,  you will be entitled to a discretionary issuance of up to 100,000 shares of  common stock of Triangle, on a "shares for past services" basis, subject to acceptance by the TSX Venture Exchange, to be considered on or about May 1, 2010, provided that you will not be permitted to sell such common stock for a further three month period following May 1, 2010.

The deemed price of the common stock to be issued shall be calculated by reference to the 20 day volume weighted average price of the shares on the TSX Venture Exchange, immediately prior to the Board's Resolution.

These "shares for past service" will not be unreasonably withheld by Triangle's Board of Directors, and such discretion shall be exercised by the Board acting reasonably as reflected in a Resolution passed by a majority of the members of the Board at a properly convened meeting on or shortly after May 1, 2010, or by unanimous written resolution of the members of the Board to determine their satisfaction of earning of the performance bonus and related approval of the issuance of the shares..  The deemed price of the common stock to be issued shall be calculated by reference to the 20 day volume weighted average price of the shares on the TSX Venture Exchange, immediately prior to the Board's resolution.

If it is determined that the common shares of Triangle cannot be issued as contemplated above, a cash payment of the equivalent fair value of the shares, as determined by the number of common shares that would have been earned and the deemed price as set out above, will be paid within 10 days of such determination.

You will be entitled to retain 100,000 of the stock options provided to you pursuant to the January 28, 2009 Stock Option Plan, which will vest January 28, 2010, provided that you will have until 10 days following March 31, 2010 to exercise your options, but you will be required to surrender all other stock options  (specifically, you will be required to surrender those issued pursuant to 2005 and 2007 programs).

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Resignations

As provided in Section 4.4 of the Employment Agreement, you will be required to resign from all offices in Elmworth, and in addition from all offices in Triangle, Triangle USA and all other associated and affiliated corporations.  Forms of resignations that you are to sign are attached as Schedule "B" (the "Resignations").

ROE and Insurance Matters

Your Record of Employment for purposes of claiming Employment Insurance benefits will be provided to you shortly after termination.  If you accept the offer set out above, then the appropriate figures will be included.  Otherwise, a Record of Employment will be prepared with the information available at that time, and an Amended Record of Employment will be provided later on as may be appropriate.

Your group insured benefits and other perquisites associated with your employment will terminate on January 4, 2010.

Please note that although group life insurance terminates upon the termination of your employment, you will have the right to obtain equivalent coverage from the insurer without a medical examination, provided you do so within the time limits specified under the group policy. You will be permitted to retain the cellular telephone provided by Triangle as well as the laptop provided by Triangle, provided that on March 31, 2010 you will be required to surrender the laptop to our IT personnel to ensure that it will be "wiped clean" of records relating to Triangle business matters,

Acceptance

If you accept the terms of the proposal set out herein, please sign the duplicate copy of this letter (enclosed) as well as the Resignations set forth on Schedule "B", and return them to Dr. Peter Hill, President and CEO no later than 4:30 p.m. on December  31st, 2009.  Please note that the terms of this letter include a commitment that you will be reasonably available for consultation until and including March 31, 2010, as described above.

Please note that you will also be required to provide Triangle with a signed Release in the form enclosed, which is required as a condition of the settlement.

Other Matters

Please note the following:

1.           As is the case of all departing management employees, you will continue to be bound by those fiduciary duties and duties of confidentiality as apply to former management employees, and as well we draw to your attention the provisions of the Employment Agreement addressing Confidential Information, in paragraph 1.1 (c) as well as Article 5.

2.           In addition, we draw to your attention provisions addressing non-competition and non-solicitation of employees set out in Section 5.2 of the Employment Agreement.

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3.            Section 2.02 (b) of Triangle's 2009 Stock Option Agreement provides that “If a Holder ceases to be a Service Provider as a result of termination other than a termination for cause, effective as of the date notice is given in respect of such termination (the "Notice Date") and notwithstanding any other severance entitlements or entitlement to notice or compensation in lieu thereof, all outstanding unvested Stock Options shall be terminated and all rights thereunder shall be forfeited  and all vested Stock Options shall expire and terminate on the earlier of (i) 10 days from the Notice Date and (ii) the Expiry Date.” The Notice Date is considered to be March 31, 2010, as mentioned above, for the purposes of the 100,000 stock options issued in 2009.

4.           As mentioned above, the execution and delivery to our office of a Release in the form enclosed is required.

You may wish to seek legal and financial management advice before accepting the offer set out in this letter.

Also please note that the Employment Insurance Act provides that Employment Insurance benefits are not available for the period for which you have been compensated by payment of a severance payment.  Therefore, if you elect not to accept this offer, in the event that a severance payment is later agreed upon, you will be required to account to Service Canada for benefits received for the period compensated by a severance payment.  However, if you have any anticipation of Employment Insurance collecting benefits, you should make your application promptly after receipt of the Record of Employment.

Acceptance

As indicated above, if you wish to accept this proposal, please do so by

(a)           detaching the Release,

(b)           signing the duplicate copy of the letter, and

(c)           returning the signed and accepted letter, including the resignations, to Dr. Peter J. Hill no later than 4:30 p.m. on December 31st, 2009.

We wish you well in your future endeavours

Yours truly,

TRIANGLE PETROLEUM CORPORATION

Per: /s/ PETER HILL

ACCEPTED this 20th day of December, 2009.

/s/ J. HOWARD ANDERSON

J. Howard Anderson

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SCHEDULE "A"

RELEASE

KNOW ALL PERSONS BY THESE PRESENTS that I, J. HOWARD ANDERSON, of the City of Calgary, in the Province of Alberta, for and in consideration of the sum of ONE HUNDRED AND THIRTY-THREE THOUSAND, THREE HUNDRED AND THIRTY-THREE 34/100 DOLLARS ($133,333.34), paid to me or to my benefit, by or on behalf of TRIANGLE PETROLEUM CORPORATION, a body corporate having an office in the City of Calgary, in the Province of Alberta, less amounts withheld and paid to Canada Revenue Agency (Revenue Canada) pursuant to provisions of the Income Tax Act (the receipt of the balance whereof being hereby acknowledged) as well as other good and valuable consideration as described in that letter dated December 23rd, 2009 from TRIANGLE PETROLEUM CORPORATION to me setting out the terms of my termination of employment (the "Letter Agreement"), have remised, released, and forever discharged, and by these presents I do for my heirs, successors and personal representatives, remise, release and forever discharge the said TRIANGLE PETROLEUM CORPORATION (herein called the "Employer", which term includes its respective owner, affiliates, subsidiaries, successors, assigns, and predecessor companies, specifically including ELMWORTH ENERGY CORPORATION and TRIANGLE USA PETROLEUM CORPORATION) and its and their respective directors, officers, agents, employees and insurers, of and from all actions, causes of action, suits, debts, dues, sums of money, claims and demands whatsoever at law or in equity which I ever had, or now have, or which I, or my heirs, successors or personal representatives hereafter can, shall, or may have against the Employer whatsoever arising out of or in any way related to my employment with the Employer, or any discipline imposed upon me in respect of my employment, or the termination thereof, and specifically including:

(a) any claims which I may have arising out of or in any way related to Employment Agreement made effective February 1, 2008 between ELMWORTH ENERGY CORPORATION and me;

(b) any claims which I may have arising under and by virtue of the Employment Standards Code;

(c) any claims which I may have arising under or relating to any matter referred to in the Alberta Human Rights Act; and

(d) any claims which I may have arising under or in any way connected with any collateral benefit which may have been made available to me in connection with my employment with the Employer, including but not limited to collateral benefits such as life, short term disability or weekly indemnity, long term disability, medical, dental, or vision care insurance or benefits (whether provided through an insurance company or otherwise); employee assistance plan; tuition or education benefits; pension; stock option agreements; and company-supplied vehicle,

except as is specifically set forth in the Letter Agreement.

And for the said consideration, I further agree not to make any claim or take any proceeding against any other individual, body, or corporation who might claim contribution or indemnity from the individuals or corporations discharged through this Release.

I acknowledge and agree that the terms of settlement of my claim and this Release are confidential and I covenant and agree to keep confidential all of such terms and I will not disclose the terms of settlement to any party, other than my spouse and my financial and legal advisors (and I will only disclose the terms to them on the basis that they will keep the terms confidential), except as may be required by law.

And for the said consideration, I agree to indemnify and hold the Employer harmless from and against any claim made by Canada Revenue Agency (Revenue Canada), Service Canada, the Employment Insurance Commission, or any other government department or agency against the Employer with respect to any non-deduction of income tax or employment insurance contributions from the amount payable above, including any claim for taxes or contributions not deducted, interest thereon, penalties, or charges, as well as any costs incurred by the Employer in responding to any such claim, for legal or accounting services, on a complete indemnity solicitor and his own client basis.

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I ACKNOWLEDGE that I have been provided with an opportunity to obtain independent legal advice with respect to this Release and my settlement of any claim that I may have against the Employer.

I ACKNOWLEDGE that the taking of this Release shall not be construed as an admission of any liability on the part of the Employer.

IN WITNESS WHEREOF I have executed this Release this 30th day of December, 2009.

	/s/ J. HOWARD ANDERSON
WITNESS	J. HOWARD ANDERSON

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SCHEDULE "B"

RESIGNATION

I, J. Howard Anderson, hereby resign my position as President of Elmworth Energy Corporation as well as all of the other positions that I hold with that corporation, effective January 4, 2010.

DATED  this 30th day of December, 2009.

/s/ J. HOWARD ANDERSON

J. HOWARD ANDERSON

RESIGNATION

I, J. Howard Anderson, hereby resign my position as President of Triangle Petroleum Corporation as well as all of the other positions that I hold with that corporation, effective January 4, 2010.

DATED  this 30th day of December, 2009.

/s/ J. HOWARD ANDERSON

J. HOWARD ANDERSON

RESIGNATION

I, J. Howard Anderson, hereby resign my position as President of Triangle USA Petroleum Corporation as well as all of the other positions that I hold with that corporation, effective January 4, 2010.

DATED  this 30th day of December, 2009.

/s/ J. HOWARD ANDERSON

J. HOWARD ANDERSON

RESIGNATION

I, J. Howard Anderson, hereby resign all of my officer positions with corporations which are associated or affiliated with Triangle Petroleum Corporation, effective January 4, 2010.

DATED  this 30th day of December, 2009.

/s/ J. HOWARD ANDERSON

J. HOWARD ANDERSON

EX-99.3

For Immediate Release

Triangle Petroleum Announces Changes to the Senior Management Team

Calgary, Alberta – January 5, 2010 – Triangle Petroleum Corporation (the “Company” or “Triangle”) (OTCBB: TPLM; TSXV: TPE) today announced further changes to its executive management team as part of a larger cost-cutting and strategic restructuring initiative. Howard Anderson, President and Chief Operating Officer, and Shaun Toker, Chief Financial Officer, will both leave the Company, effective January 4th, 2010 and December 23rd, 2009, respectively. Mr. Toker will remain at Triangle though April 30th, 2010 to advise and assist during a transition period. The Company also announced the appointment of Jonathan Samuels, a Director, as the Company’s new Chief Financial Officer.

“I would like to personally thank Howard for his commitment, leadership and service to the Company. Likewise, Shaun has accomplished a great deal over the past two years and faced a difficult task in cleaning up, and maintaining the current solid balance sheet during a difficult period for Triangle.” said Dr. Peter Hill, the new Chief Executive Officer of Triangle Petroleum. “Jon brings extensive finance and capital markets expertise and together with a revitalized team of experienced management, brings a deep commitment to building sustainable, long term shareholder value.”

Before joining Triangle, Mr. Samuels spent 5 years in principal investing, primarily in the energy sector: Palo Alto Investors, a California based, $1.3 billion investment fund that owns 21% of Triangle; Alpine Investors, a private equity firm; and Orient Global, a Singapore based privately-held investment firm. Samuels holds a bachelor’s degree from the University of California, San Diego and an MBA from the Wharton School at the University of Pennsylvania. He is a CFA Charterholder.

“I’m honored to join Triangle Petroleum and assume the role of CFO.” said Samuels. “We are currently given very little credit for our asset base and opportunity set. It has been a tough 12 months for the oil and gas sector, but we feel that cost control combined with a disciplined approach to exploration and development spending will allow us to create value in any phase of the economic cycle.”

In the past month, Triangle has taken significant action to redefine the strategic direction of the Company. “Our priority is to reduce overhead costs and apply a new technical approach to our asset in Nova Scotia.” said Dr. Hill. “Combined with a revised Board of Directors and management team, our new technical and fiscally disciplined approach will allow the Company to deliver a low cost, skilled platform and execute a growth strategy based on entry into the most attractive unconventional oil and gas basins in North America.”

About Triangle Petroleum

Founded in 2006, Triangle Petroleum (OTCBB: TPLM;TSXV: TPE) is an independent oil and gas exploration company with approximately 475,000 gross acres (413,000 net acres) in the Windsor Block of Nova Scotia.

For more information please visit www.trianglepetroleum.com.

For more information contact:

Jonathan Samuels, Chief Financial Officer

E-mail: jsamuels@trianglepetroleum.com

or                      

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.

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.