UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended October 31, 2016

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-34945

TRIANGLE PETROLEUM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	98-0430762
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1200 17th Street, Suite 2500

Denver, CO 80202

(Address of Principal Executive Offices)

(303) 260-7125

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☒

As of December 1, 2016, there were 76,552,172 shares of the registrant’s common stock outstanding.

TRIANGLE PETROLEUM CORPORATION AND SUBSIDIARIES

INDEX TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2016

April
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I.  FINANCIAL INFORMATION			2
	ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	2
		CONDENSED CONSOLIDATED BALANCE SHEETS	2
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
		CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)	8
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
	ITEM 4.	CONTROLS AND PROCEDURES	31
PART II.  OTHER INFORMATION			32
	ITEM 1.	LEGAL PROCEEDINGS	32
	ITEM 1A.	RISK FACTORS	32
	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	33
	ITEM 4.	MINE SAFETY DISCLOSURES	33
	ITEM 5.	OTHER INFORMATION	33
	ITEM 6.	EXHIBITS	34
SIGNATURES			36

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this report and other materials we file with the U.S. Securities and Exchange Commission (“SEC”), or in other written or oral statements made or to be made by us, other than statements of historical fact, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations or forecasts of future events. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “likely,” “should,” and the negative of these terms or other comparable terminology, often identify forward-looking statements. Statements in this quarterly report that are not statements of historical facts are hereby identified as forward-looking statements for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”).

Theseforward-looking statements include, but are not limited to, statements about:

· results of evaluation and implementation of strategic alternatives;

· future capital expenditures and performance;

· future operating results;

· future commodity prices;

· future ability to borrow or repay indebtedness;

· relationships with partners; and

· plans for our subsidiaries.

Actual results or developments may be different than we anticipate or may have unanticipated consequences to, or effects on, us or our business or operations. All of the forward-looking statements made in this report are qualified by the discussion of risks and uncertainties under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016, in our subsequent Quarterly Reports on Form 10-Q, and in our other public filings with the SEC. Although the expectations reflected in the forward-looking statements are based on our current beliefs and expectations, undue reliance should not be placed on any such forward-looking statements due to the risks and uncertainties noted above and because such statements speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this report and in our future reports filed with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report may not occur.

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PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED).

Triangle Petroleum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	January 31, 2016		October 31, 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	82,920	$	10,751
Accounts receivable		41,157		901
Accounts receivable - related parties		35		1,573
Commodity derivatives		12,370		—
Other current assets		7,785		3,132
Assets of discontinued operation		47,220		2,782
Total current assets		191,487		19,139
PROPERTY, PLANT AND EQUIPMENT, AT COST
Oil and natural gas properties, full cost method of accounting
Proved properties		1,372,480		—
Unproved properties and properties under development, not being amortized		78,367		—
Total oil and natural gas properties		1,450,847		—
Accumulated amortization		(1,044,307)		—
Net oil and natural gas properties		406,540		—
Other property and equipment, net		25,234		11,628
Net property, plant and equipment		431,774		11,628
OTHER ASSETS
Unconsolidated investments		45,600		24,590
Commodity derivatives		9,012		—
Debt issuance costs		2,620		—
Other		345		300
Assets of discontinued operations		72,311		—
Total other assets		129,888		24,890
Total assets	$	753,149	$	55,657

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	January 31, 2016		October 31, 2016
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued capital expenditures	$	50,281	$	20
Other accrued liabilities		28,161		4,894
Current portion of long-term debt		975		458
Interest payable		1,455		16
Liabilities of discontinued operations		136,321		100
Total current liabilities		217,193		5,488
LONG-TERM LIABILITIES
Long-term debt		785,337		155,756
Other		10,666		487
Liabilities of discontinued operations		4,535		—
Total liabilities		1,017,731		161,731
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.00001 par value, 140,000,000 shares authorized; 75,807,111 and 76,539,653 shares issued and outstanding at January 31, 2016 and October 31, 2016, respectively		1		1
Additional paid-in capital		557,757		563,517
Accumulated deficit		(822,340)		(669,592)
Total stockholders' equity (deficit)		(264,582)		(106,074)
Total liabilities and stockholders’ equity (deficit)	$	753,149	$	55,657

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
	2015		2016		2015		2016
REVENUES:
Oil, natural gas and natural gas liquids sales	$	42,871	$	—	$	145,912	$	48,943
EXPENSES:
Lease operating expenses		10,135		—		32,413		15,572
Gathering, transportation and processing		6,537		—		19,526		9,245
Production taxes		4,052		—		14,288		4,203
Depreciation, amortization and accretion		22,374		287		76,430		16,031
Impairment of oil and natural gas properties		261,000		—		659,000		104,000
Impairment of long lived assets		—		—		—		2,657
General and administrative, net of amounts capitalized		12,980		8,940		30,693		32,134
Total operating expenses		317,078		9,227		832,350		183,842
INCOME (LOSS) FROM OPERATIONS		(274,207)		(9,227)		(686,438)		(134,899)
OTHER INCOME (EXPENSE):
Interest expense, net		(9,084)		(1,928)		(26,515)		(18,903)
Amortization of debt issuance costs		(761)		(19)		(1,928)		(1,244)
Gain on extinguishment of debt		4,175		—		5,331		21,180
Realized commodity derivative gains (losses)		27,857		—		64,341		6,589
Unrealized commodity derivative gains (losses)		(21,044)		—		(46,453)		(19,532)
Gain on deconsolidation of subsidiaries		—		—		—		299,675
Earnings (losses) from unconsolidated investments		450		(610)		1,848		(588)
Impairment of investment in Caliber		—		—		—		(21,170)
Gain on Caliber capital transaction		—		—		2,880		—
Gain (loss) on equity investment derivatives		(1,118)		—		3,398		(3,300)
Other income (expense), net		(227)		336		(610)		537
Total other income (expense)		248		(2,221)		2,292		263,244
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(273,959)		(11,448)		(684,146)		128,345
INCOME TAX PROVISION (BENEFIT) FROM CONTINUING OPERATIONS		—		—		(53,441)		—
INCOME (LOSS) FROM CONTINUING OPERATIONS		(273,959)		(11,448)		(630,705)		128,345
INCOME (LOSS) FROM DISCONTINUED OPERATIONS
Loss from oilfield services operations, net of income taxes		(13,039)		(9,491)		(29,839)		(26,383)
Gain from disposal of oilfield services operations, net of income taxes		—		50,786		—		50,786
Income (loss) from discontinued operations		(13,039)		41,295		(29,839)		24,403
NET INCOME (LOSS)	$	(286,998)	$	29,847	$	(660,544)	$	152,748

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Statements of Operations (Unaudited) (Continued)

(In thousands, except per share data)

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
	2015		2016		2015		2016
Basic net earnings (loss) per common share outstanding:
Earnings (loss) from continuing operations	$	(3.62)	$	(0.15)	$	(8.36)	$	1.68
Earnings (loss) from discontinued operations		(0.18)		0.54		(0.40)		0.32
Net earnings (loss)	$	(3.80)	$	0.39	$	(8.76)	$	2.00
Diluted net earnings (loss) per common share outstanding:
Earnings (loss) from continuing operations	$	(3.62)	$	(0.15)	$	(8.36)	$	1.68
Earnings (loss) from discontinued operations		(0.18)		0.54		(0.40)		0.32
Net earnings (loss)	$	(3.80)	$	0.39	$	(8.76)	$	2.00
Weighted average common shares outstanding:
Basic		75,588		76,496		75,419		76,308
Diluted		75,588		76,685		75,419		76,393

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	For the Nine Months Ended October 31,
	2015		2016
CASH FLOWS FROM CONTINUING OPERATIONS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(660,544)	$	152,748
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion		76,430		16,031
Impairments of oil and natural gas properties and long-lived assets		659,000		106,657
Share-based compensation		13,648		5,236
Interest expense paid-in-kind on 5% convertible note		5,160		5,423
Amortization of debt issuance costs		1,928		1,244
Gain on extinguishment of debt		(5,331)		(21,180)
Unrealized commodity derivative (gains) losses		46,453		19,532
Gain on deconsolidation of subsidiaries		—		(299,675)
(Earnings) losses from unconsolidated investments		(1,848)		588
Impairment of investment in Caliber		—		21,170
Gain on Caliber capital transaction		(2,880)		—
(Gain) loss on equity investment derivatives		(3,398)		3,300
(Gain) on sale of equipment		—		(81)
Deferred income taxes		(53,441)		—
Income (loss) from discontinued operations		29,839		(24,403)
Changes in related current assets and current liabilities:
Accounts receivable		56,164		5,373
Other current assets		(8,510)		(4,444)
Accounts payable and accrued liabilities		(35,712)		(623)
Asset retirement expenditures		(1,521)		(4,550)
Other		(4)		(621)
Cash provided by (used in) operating activities		115,433		(18,275)
CASH FLOWS FROM INVESTING ACTIVITIES:
Oil and natural gas property expenditures		(182,198)		(19,413)
Acquisitions of oil and natural gas properties		(837)		(157)
Purchases of other property and equipment		(2,978)		(19)
Sale of oil and natural gas properties		6,000		408
Proceeds from sale of equipment		—		983
Deconsolidation of subsidiaries		—		(91,751)
Cash used in investing activities		(180,013)		(109,949)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facilities		88,000		103,700
Repayments of credit facilities		(18,000)		(41,657)
Proceeds from notes payable		1,107		—
Repayments of other notes and mortgages payable		(384)		(863)
Early extinguishment of repurchased debt		(8,280)		(4,639)
Debt issuance costs		(918)		(1)
Payments to settle tax on vested restricted stock units		(834)		(193)
Purchase of vested RockPile B Units from unit holders		(1,029)		—
Cash provided by financing activities		59,662		56,347
CASH FLOWS USED IN INTERCOMPANY TRANSACTIONS WITH DISCONTINUED OPERATIONS		(22,882)		(292)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS		(27,800)		(72,169)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		64,049		82,920
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	36,249	$	10,751

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)

(In thousands)

	For the Nine Months Ended October 31,
		2015	2016
CASH FLOWS FROM DISCONTINUED OPERATIONS
Cash flows provided by (used in) operating activities	$	27,041	$	(20,726)
Cash flows provided by (used in) investing activities		(1,490)		(7,004)
Cash flows provided by (used in) financing activities		(52,254)		(3,670)
Cash flows provided by (used in) intercompany transactions with continuing operations		22,882		292
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM DISCONTINUED OPERATIONS		(3,821)		(31,108)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		3,822		32,850
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1	$	1,742

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Statement of Stockholders’ Equity (Deficit) (Unaudited)

(In thousands, except share data)

								Total
	Shares of	Common		Additional				Stockholders'
	Common	Stock at		Paid-in		Accumulated		Equity
	Stock	Par Value		Capital		Deficit		(Deficit)
Balance - January 31, 2016	75,807,111	$	1	$	557,757	$	(822,340)	$	(264,582)
Vesting of restricted stock units (net of shares surrendered for taxes)	732,542		—		(198)		—		(198)
Share-based compensation	—		—		6,033		—		6,033
Distributions to RockPile B Unit holders	—		—		(75)		—		(75)
Net income	—		—		—		152,748		152,748
Balance - October 31, 2016	76,539,653	$	1	$	563,517	$	(669,592)	$	(106,074)

See notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Description of Business. Triangle Petroleum Corporation (“Triangle,” the “Company,” “we,” “us,” “our,” or “ours”) is an independent energy company with a strategic focus in the Williston Basin.

Our wholly-owned subsidiary, Triangle USA Petroleum Corporation (“TUSA”), holds leasehold interests and conducts exploration and production operations in the Williston Basin of North Dakota and Montana, with its core focus area predominantly located in McKenzie and Williams Counties, North Dakota, and eastern Roosevelt and Sheridan Counties, Montana. See below for information regarding TUSA’s voluntary petition for bankruptcy relief under Chapter 11 of Title 11 of the United States Code.

RockPile Energy Services, LLC (“RockPile”), a wholly-owned subsidiary, provides oilfield and complementary well completion services to oil and natural gas exploration and production companies predominantly in the Williston and Permian Basins. On September 8, 2016, we entered into an agreement to sell substantially all of RockPile’s assets and related liabilities (the “RockPile Sale”) for a base purchase price of $58.0 million in cash, which was used to settle RockPile’s debt obligations. RockPile’s results of operations have been aggregated in “Income (loss) from discontinued operations” in our condensed consolidated statements of operations for all periods presented. See Note 3 - Discontinued Operations for additional information.

Caliber Midstream Partners, L.P. (“Caliber”), an unconsolidated joint venture with First Reserve Energy Infrastructure Fund, provides oil, natural gas and water transportation and related services to oil and natural gas exploration and production companies in the Williston Basin.

Ranger Fabrication, LLC (“Ranger”) is a wholly-owned subsidiary of Triangle that previously fabricated certain well equipment. Ranger’s activities, which were immaterial, were mostly with Caliber and TUSA, and all intercompany transactions were eliminated in consolidation. Ranger ceased operations on January 31, 2016. 

Unless otherwise noted, amounts and disclosures throughout these notes to condensed consolidated financial statements relate to our continuing operations.

Liquidity and Ability to Continue as a Going Concern. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business. As such, the accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. The Chapter 11 Filings and the RockPile Sale discussed in Note 2 and Note 3, respectively, raise substantial doubt about the Company’s ability to continue as a going concern.

Triangle has engaged certain professional advisors to assist it in the process of analyzing various strategic alternatives to address our liquidity and capital structure, including: (i) obtaining additional sources of capital from asset sales, issuances of debt or equity securities, debt for equity swaps, or any combination thereof; and (ii) pursuing in- and out-of-court restructuring transactions. In connection with a debt restructuring or refinancing, we may seek to convert a significant portion of our outstanding debt to equity. In addition, we may seek to reduce our cash interest cost and extend debt maturity dates by negotiating the exchange of outstanding debt for new debt with modified terms or other measures. While we anticipate engaging in active dialogue with our creditors, at this time we are unable to predict the outcome of such discussions, the outcome of any strategic transactions that we may pursue or whether any such efforts will be successful.

As a result of the above, substantial doubt exists regarding the ability of Triangle to continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business.

Basis of Presentation. These unaudited condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and are expressed in U.S. dollars. Preparation in accordance with GAAP requires us to (i) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and by the Securities and Exchange Commission (“SEC”),

9

and (ii) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and other disclosed amounts.

Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. We believe the disclosures made are adequate to make the information not misleading. We recommend that these unaudited condensed consolidated financial statements be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016, as filed with the SEC (“Fiscal 2016 Form 10-K”). In the opinion of management, all material adjustments considered necessary for a fair presentation of the Company’s interim results have been reflected. All such adjustments are considered to be of a normal recurring nature. The results for interim periods are not necessarily indicative of annual results.

No condensed consolidated statement of comprehensive income (loss) is presented because the Company had no comprehensive income or loss activity in the periods presented.

Use of Estimates. In the course of preparing its condensed consolidated financial statements, management makes various assumptions, judgments, and estimates to determine the reported amount of assets, liabilities, revenue, and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established. Significant areas requiring the use of assumptions, judgments and estimates include (i) oil and natural gas reserves; (ii) cash flow estimates used in ceiling tests of oil and natural gas properties; (iii) depreciation and amortization; (iv) impairment of unproved properties, investment in equity method investees and other assets; (v) assigning fair value and allocating purchase price in connection with business combinations; (vi) accrued revenue and related receivables; (vii) valuation of commodity derivative instruments and equity derivative instruments; (viii) accrued expenses and related liabilities; (ix) valuation of share-based payments and (x) income taxes. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company has evaluated subsequent events and transactions for matters that may require recognition or disclosure in these condensed consolidated financial statements.

Principles of Consolidation. The accounts of Triangle and its wholly-owned subsidiaries are presented in the accompanying condensed consolidated financial statements. All significant intercompany transactions and balances are eliminated in consolidation. Triangle generally uses the equity method of accounting for investments in entities in which Triangle has an ownership between 20% and 50% and exercises significant influence. The investment in Caliber is accounted for utilizing the equity method of accounting. Triangle deconsolidated TUSA as of June, 29, 2016 with the commencement of TUSA’s Chapter 11 bankruptcy filing and will account for its investment in TUSA under the cost method of accounting.

Oil and Natural Gas Properties. We use the full cost method of accounting, which involves capitalizing all acquisition, exploration, exploitation and development costs of oil and natural gas properties. Once we incur costs, they are recorded in the amortizable pool of proved properties or in unproved properties, collectively, the full cost pool. We review our unproved oil and natural gas property costs on a quarterly basis to assess for impairment or the need to transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations.

At the end of each quarterly period, we must compute a limitation on capitalized costs, which is equal to the sum of the present value of estimated future net revenues from our proved reserves by applying the average price as prescribed by the SEC (unweighted arithmetic average of commodity prices in effect on the first day of each of the previous twelve months), less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10%, plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects. We then conduct a “ceiling test” that compares the net book value of the full cost pool, after taxes, to the full cost ceiling limitation. In the event the full cost ceiling limitation is less than the full cost pool, we are required to record an impairment of our oil and natural gas properties.

Prior to our deconsolidation of TUSA, we recognized impairments to our proved oil and natural gas properties of $104.0 million for the nine month period ended October 31, 2016, primarily due to the decline in oil, natural gas and natural gas liquids prices. Impairment charges do not affect cash flow from operating activities but do adversely affect our net income and stockholders’ equity. Any recorded impairment of oil and natural gas properties is not reversible at a later date.

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Other Property and Equipment.Other property and equipment consisted of the following as of:

(in thousands)	January 31, 2016		October 31, 2016
Land	$	2,512	$	1,054
Building and leasehold improvements		23,317		15,831
Vehicles		476		357
Software, computers and office equipment		3,777		2,174
Capital leases		944		—
Total other property and equipment		31,026		19,416
Accumulated depreciation		(5,792)		(7,788)
Total other property and equipment, net	$	25,234	$	11,628

Impairment of Long-Lived Assets. Long‑lived assets such as property and equipment and identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long‑lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long‑lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values, and third‑party independent appraisals, as considered necessary. An impairment loss of $2.7 million was recorded in the second quarter of fiscal year 2017 related to the potential sale of RockPile.

Income Taxes. The Company computes its quarterly tax provision using the effective tax rate method based on applying the anticipated annual effective rate to its year-to-date income or loss, except for discrete items. Income tax on discrete items is computed and recorded in the period in which the specific transaction occurs.

The carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation resulting in an impairment of $779.0 million for fiscal year 2016. This impairment resulted in Triangle having three years of cumulative historical pre-tax losses and a net deferred tax asset position. Triangle also had net operating loss carryovers (“NOLs”) for federal income tax purposes of $286.0 million at January 31, 2016. These losses and expected future losses resulting from the current low commodity price environment were a key consideration that led Triangle to provide a valuation allowance against its net deferred tax assets as of October 31, 2016, since it cannot conclude that it is more likely than not that its net deferred tax assets will be fully realized in future periods.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At each reporting period, management considers the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, tax planning strategies and projected future taxable income in making this assessment. Future events or new evidence which may lead the Company to conclude that it is more likely than not that its net deferred tax assets will be realized include, but are not limited to, cumulative historical pre-tax earnings, sustained or continued improvements in oil prices, and taxable events that could result from one or more transactions. The Company will continue to evaluate whether the valuation allowance is needed in future reporting periods.

In the first quarter of fiscal year 2016 the Company recorded the benefit of reversing its net deferred tax liability. As long as the Company concludes that it will continue to have a need for a valuation allowance against its net deferred tax assets, the Company likely will not have any additional income tax expense or benefit other than for federal alternative minimum tax expense or for state income taxes.

As of October 31, 2016, the Company had no unrecognized tax benefits. The Company’s management does not believe that there are any new items or changes in facts or judgments that should impact the Company’s position during the first nine months of fiscal year 2017.

Earnings per Share. Basic earnings per common share is computed by dividing net income (loss) attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share reflects increases in average shares outstanding from the potential dilution, under the treasury stock method, that could occur upon (i) exercise of stock options, (ii) vesting of restricted stock units, and (iii) conversion

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of convertible debt. The treasury stock method assumes exercise, vesting or conversion at the beginning of a period for securities outstanding at the end of a period. Also, the treasury stock method for calculating dilution assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company at the quarter’s average stock price using assumed proceeds from (a) the exercise cost of the options and (b) the foregone future compensation expense of hypothetical early vesting of the outstanding restricted stock units. The assumed proceeds are adjusted for income tax effects. In the event of a net loss, no potential common shares are included in the calculation of shares outstanding, as their inclusion would be anti-dilutive.

The following table details the weighted average dilutive and anti-dilutive securities, which consist of options and unvested restricted stock, for the periods presented:

	For the Three Months				For the Nine Months
	Ended October 31,				Ended October 31,
(in thousands)	2015		2016		2015		2016
Dilutive		—		189		—	85
Anti-dilutive shares		10,819		7,700		10,819	7,700

The table below sets forth the computations of net income (loss) per common share (basic and diluted) for the periods presented:

	For the Three Months				For the Nine Months
	Ended October 31,				Ended October 31,
(in thousands, except per share data)	2015		2016		2015		2016
Net income (loss) from continuing operations	$	(273,959)	$	(11,448)	$	(630,705)	$	128,345
Net income (loss) from discontinued operations		(13,039)		41,295		(29,839)		24,403
Net income (loss) attributable to common stockholders	$	(286,998)	$	29,847	$	(660,544)	$	152,748
Basic weighted average common shares outstanding		75,588		76,496		75,419		76,308
Effect of dilutive securities		—		189		—		85
Diluted weighted average common shares outstanding		75,588		76,685		75,419		76,393
Basic net earnings (loss) per common share outstanding:
Earnings (loss) from continuing operations	$	(3.62)	$	(0.15)	$	(8.36)	$	1.68
Earnings (loss) from discontinued operations		(0.18)		0.54		(0.40)		0.32
Net earnings (loss)	$	(3.80)	$	0.39	$	(8.76)	$	2.00
Diluted net earnings (loss) per share:
Earnings (loss) from continuing operations	$	(3.62)	$	(0.15)	$	(8.36)	$	1.68
Earnings (loss) from discontinued operations		(0.18)		0.54		(0.40)		0.32
Net earnings (loss)	$	(3.80)	$	0.39	$	(8.76)	$	2.00

Adopted and Recently Issued Accounting Pronouncements.In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014‑09”). The objective of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2016; however, in August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date (“ASU 2015-14”), which deferred the effective date of ASU 2014‑09 for one year. ASU 2015-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standards permit retrospective application using either of the following methodologies: (i) restatement of each prior reporting period presented or (ii) recognition of a cumulative-effect adjustment as of the date of initial application. The Company is currently evaluating the impact of adopting ASU 2014‑09 and ASU 2015-14, including the transition method to be applied, however the standards are not expected to have a significant effect on its condensed consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). The guidance requires that lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases.

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These disclosures include qualitative and quantitative information. For public companies, the standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with earlier application permitted. The Company is still evaluating the impact of ASU 2016-02 on its financial position and results of operations.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements To Employee Share-Based Payment Accounting(“ASU 2016-09”).  The objective of ASU 2016-09 is to simplify several aspects of accounting for employee share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities and the classification in the statement of cash flows.  ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016.  Certain parts of ASU 2016-09 must be applied prospectively, while other portions may be applied either prospectively or retrospectively.  Early adoption is permitted.  The Company is still evaluating the impact of ASU 2016‑09 on its financial and results of operations.

Reclassifications.Certain prior period balances in the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of operations have been reclassified to conform to the current period presentation, including the presentation of RockPile as discontinued operations. Such reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported.

2.  CHAPTER 11 FILINGS BY CERTAIN SUBSIDIARIES.

On June 29, 2016, TUSA and Ranger, each a wholly-owned subsidiary of Triangle, and TUSA’s and Ranger’s respective wholly-owned subsidiaries (TUSA and Ranger, together with their wholly-owned subsidiaries, collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court,” and the cases commenced thereby, the “Chapter 11 Filings” or the “Chapter 11 Cases”). The Chapter 11 Cases are being jointly administered for procedural purposes only under the caption In re Triangle USA Petroleum Corporation et al., Case No. 16-11566.  The Debtors have remained in possession of their property and continue to operate their businesses as "debtors—in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The normal day-to-day operations of TUSA have continued without material interruption. Triangle and its subsidiaries, other than the Debtors, did not file voluntary petitions for relief and are not debtors under Chapter 11 of the Bankruptcy Code and, consequently, continue to operate their business in the ordinary course.

The Chapter 11 Filings constituted an event of default that accelerated the obligations under TUSA’s credit facility and TUSA’s 6.75% Senior Notes due 2022 (the “TUSA 6.75% Notes”) (collectively, the “TUSA Debt Documents”). Any efforts to enforce such payments are automatically stayed as a result of the Chapter 11 Filings, and the holders’ rights of enforcement in respect of the TUSA Debt Documents are subject to the applicable provisions of the Bankruptcy Code. Triangle has not guaranteed TUSA’s obligations under the TUSA credit facility or the TUSA 6.75% Notes.

On June 29, 2016, the Debtors and certain holders representing approximately 73% of the outstanding principal amount of the TUSA 6.75% Notes entered into a Plan Support Agreement (the “Plan”). On August 1, 2016, the Bankruptcy Court denied the Debtors’ request to assume the Plan. The Bankruptcy Court’s failure to enter an order authorizing the assumption of the Plan rendered it ineffective and also set the Debtor’s interim order authorizing the Debtors to use cash collateral for expiration unless a new agreement was approved. Subsequently, the Debtors agreed with the administrative agent and lenders under TUSA’s credit facility (collectively the “RBL Credit Parties”) on revised terms and conditions for the use of cash collateral. On September 12, 2016, the Bankruptcy Court issued a final order authorizing the Debtors to use cash collateral pursuant to the revised terms and conditions.

On November 15, 2016, the Debtors filed their “Plan of Reorganization” and the “Disclosure Statement” related thereto. The Bankruptcy Court will hold a hearing to consider approval of the Disclosure Statement at a later date. With the support of the RBL Credit Parties and certain holders representing approximately 81% of the outstanding principal amount of the TUSA 6.75% Notes, the Plan of Reorganization sets forth a plan substantially comparable to that described in the Plan, including (a) the payment in full in cash of the revolving credit facility, (b) the conversion of the TUSA 6.75% Notes into 100% of the equity of reorganized TUSA, subject to dilution by other unsecured creditors, and (c) obtaining new capital in the form of a new or amended revolving credit facility and a new money rights offering. The Plan of Reorganization does not provide for any recovery to the Company on account of its equity interest in TUSA. The Plan of Reorganization will be revised with amendments and supplements, and there is no guarantee that the Debtors will be

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successful in negotiating and consummating any such transactions or otherwise predicting with certainty the outcome of the Chapter 11 Cases and the treatment of creditors and interest holders therein.

On November 22, 2016, the Bankruptcy Court approved the Debtors’ motion to extend the Debtors’ exclusive period to file a Chapter 11 plan and to solicit votes to approve the Chapter 11 plan by 80 days. The Debtors’ exclusive period to file a Chapter 11 plan now expires January 15, 2017, and the exclusive period to solicit votes to approve the Chapter 11 plan now expires on March 16, 2017, unless further relief is sought and obtained.

Accounting Impact.  In conjunction with the commencement of the Chapter 11 Cases, we evaluated whether we should continue to consolidate TUSA and its wholly-owned subsidiaries. In performing this analysis, we concluded that the activities that most significantly impact TUSA's economic performance are (i) the financing and restructuring of the pre-petition obligations of the Debtors and (ii) the management of TUSA’s exploration and production operations. The activities associated with the financing and restructuring of TUSA's pre-petition obligations are ultimately subject to confirmation of a plan of reorganization by the Bankruptcy Court. Furthermore, while we continue to manage the ordinary course exploration and production operations of TUSA, the Bankruptcy Court would generally have to approve decisions that are outside the normal course of business.

Therefore, despite our continued 100% ownership of TUSA, we concluded that, as a result of the Chapter 11 Filings, we do not have the ability to make decisions that most significantly impact the economic performance of TUSA. As such, based on the applicable accounting guidance, we no longer have a controlling financial interest in TUSA as of June 29, 2016. Accordingly, we have deconsolidated TUSA and Ranger and their consolidated subsidiaries from our condensed consolidated financial statements as of the date of the filing of the Chapter 11 Cases.

In order to deconsolidate TUSA and its consolidated subsidiaries, the carrying values of the assets and liabilities of TUSA and its consolidated subsidiaries were removed from our consolidated balance sheets as of June 29, 2016. Accordingly, we recorded our investment in TUSA at its estimated fair value of $3.9 million as of June 29, 2016. We determined the fair value of our investment, which includes certain TUSA 6.75% Notes held by Triangle, using assumptions that reflect our best estimate of market participants' considerations based on the facts and circumstances relevant to our investment at that time. Such valuation was determined as of June 29, 2016 and should not be relied on for a determination of value at any other period in time given, among other things, significant variability in commodity prices underlying the valuation analysis.

Our estimate of the fair value of Triangle’s equity in TUSA was determined using an income approach and a market approach. The income approach estimates the value of an asset or business by calculating the present value of expected future cash flows using a market participant's expected weighted average cost of capital (discount rate). TUSA’s estimated future operating results were based on the risk-adjusted estimated net cash flows resulting from TUSA’s proven, probable and possible oil and natural gas reserves. The market approach estimates the value of an asset or business corroborated by market information from comparable public companies. To complete the fair value of Triangle's equity in TUSA, we then subtracted the net debt (debt less cash on hand) of TUSA from the value of the business.  

After considering the estimated fair values of TUSA’s future cash flows and debt, there was not sufficient value to repay TUSA's outstanding unsecured debt obligations as they become due; therefore, we believe that it is a reasonable assumption that a market participant would not assign any residual value to the equity of TUSA, particularly considering the inherent uncertainty in value resulting from the Chapter 11 Cases. Accordingly, we have reflected our investment in TUSA at its estimated fair value of $3.9 million as of June 29, 2016 and recorded a gain on deconsolidation of $299.7 million, which reflects the difference between (i) the estimated fair value of our retained 100% non-controlling investment in TUSA at the date of deconsolidation, (ii) the estimated fair value of the expected equity interest resulting from the TUSA 6.75% Notes held by Triangle with a par value of $8.2 million, and (iii) the carrying amount of TUSA's consolidated assets and liabilities.  

Subsequent to the deconsolidation of TUSA, we are accounting for our investment in TUSA using the cost method of accounting because Triangle does not exercise significant influence over the operations of TUSA due to the Chapter 11 Filings.  

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3.  DISCONTINUED OPERATIONS. 

On September 8, 2016, we entered into an agreement to sell substantially all of RockPile’s (our Oilfield Services segment) assets and related liabilities for a base purchase price of $58.0 million in cash, subject to an escrow holdback for indemnification claims and post-closing working capital adjustments.  The cash proceeds from the sale not subject to holdback or the wind-down budget were paid directly to RockPile’s secured lenders in satisfaction of RockPile’s credit facility. Triangle received no proceeds from the sale related to its membership interest in RockPile. RockPile retained a portion of the proceeds from the sale, to the extent necessary, to pay liabilities of RockPile in accordance with an agreed upon wind-down budget, with the secured lenders retaining a residual right to receive any remaining funds following the wind-down. As a result of the RockPile Sale, we recognized a gain from disposal of oilfield services operations of $50.8 million, net of income taxes, in the accompanying condensed consolidated statement of operations for the three and nine-month periods ended October 31, 2016.

The following table presents the carrying amounts of the major classes of assets and liabilities associated with our discontinued operations in our accompanying condensed consolidated balance sheets.

(in thousands)	January 31, 2016		October 31, 2016
ASSETS
Cash and cash equivalents	$	32,850	$	1,742
Accounts receivable		12,110		185
Other current assets		2,260		855
Total current assets		47,220		2,782
Net property, plant and equipment		66,084		—
Debt issuance costs		1,256		—
Other		4,971		—
Total assets from discontinued operations	$	119,531	$	2,782
LIABILITIES
Accounts payable and accrued capital expenditures	$	17,058	$	100
Other accrued liabilities		5,904		—
Current portion of long-term debt		113,114		—
Interest payable		245		—
Total current liabilities		136,321		100
Long-term debt		3,706		—
Other		829		—
Total liabilities from discontinued operations	$	140,856	$	100

The loss from oilfield services operations in our accompanying condensed consolidated statements of operations is comprised of the following:

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2015		2016		2015		2016
Revenues	$	22,273	$	16,038	$	147,253	$	60,999
Cost of oilfield services		(21,700)		(13,698)		(133,883)		(53,062)
Depreciation		(6,097)		(2,066)		(22,238)		(11,987)
General and administrative, net of amounts capitalized		(5,453)		(8,781)		(17,188)		(18,974)
Interest expense, net		(793)		(925)		(2,334)		(3,120)
Amortization of debt issuance costs		(91)		(59)		(271)		(248)
Other income (expense), net		(1,178)		—		(1,178)		9
Loss from oilfield services operations before taxes		(13,039)		(9,491)		(29,839)		(26,383)
Income tax provision (benefit)		—		—		—		—
Loss from oilfield services operations, net of tax	$	(13,039)	$	(9,491)	$	(29,839)	$	(26,383)

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4.  SEGMENT REPORTING.

Following the sale of RockPile (our Oilfield Services segment) and the Chapter 11 filing by TUSA (our Exploration and Production segment), our remaining operations are included in our Corporate and Other segment. 

Management evaluates the performance of our segments based upon net income (loss) before income taxes. No segment information is provided for the three months ended October 31, 2016 due to the deconsolidation of TUSA on June 29, 2016 and the discontinuation of our Oilfield Services segment during the third quarter of fiscal year 2017. The following tables present selected financial information for the continuing operations of our operating segments for the three months ended October 31, 2015 and nine months ended October 31, 2016 and 2015:

	For the Three Months Ended October 31, 2015
	Exploration		Corporate
	and		and				Consolidated
(in thousands)	Production		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	42,871	$	—	$	—	$	42,871
Total revenues		42,871		—		—		42,871
Expenses:
Lease operating and production taxes		14,187		—		—		14,187
Gathering, transportation and processing		6,537		—		—		6,537
Depreciation, amortization and accretion		21,469		420		485		22,374
Impairments		261,000		—		—		261,000
General and administrative, net of amounts capitalized:
Salaries and benefits		450		2,338		—		2,788
Share-based compensation		390		7,259		—		7,649
Other general and administrative		405		2,138		—		2,543
Total operating expenses		304,438		12,155		485		317,078
Income (loss) from operations		(261,567)		(12,155)		(485)		(274,207)
Other income (expense)		2,991		(2,298)		(445)		248
Income (loss) before income taxes	$	(258,576)	$	(14,453)	$	(930)	$	(273,959)

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	For the Nine Months Ended October 31, 2016
	Exploration		Corporate
	and		and				Consolidated
(in thousands)	Production (1)		Other (2)		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	48,943	$	—	$	—	$	48,943
Total revenues		48,943		—		—		48,943
Expenses:
Lease operating and production taxes		19,775		—		—		19,775
Gathering, transportation and processing		9,245		—		—		9,245
Depreciation, amortization and accretion		14,965		999		67		16,031
Impairments		104,000		2,657		—		106,657
General and administrative, net of amounts capitalized:
Salaries and benefits		2,725		5,381		—		8,106
Share-based compensation		1,236		4,000		—		5,236
Other general and administrative		6,196		12,596		—		18,792
Total operating expenses		158,142		25,633		67		183,842
Income (loss) from operations		(109,199)		(25,633)		(67)		(134,899)
Other income (expense)		(12,823)		276,230		(163)		263,244
Income (loss) before income taxes	$	(122,022)	$	250,597	$	(230)	$	128,345
As of October 31, 2016:
Cash and cash equivalents	$	436	$	10,315	$	—	$	10,751
Other property and equipment, net	$	—	$	11,628	$	—	$	11,628
Total assets	$	1,585	$	51,290	$	—	$	52,875
Total liabilities	$	8	$	161,623	$	—	$	161,631

(1)Triangle deconsolidated TUSA as of June 29, 2016 in connection with the commencement of TUSA’s Chapter 11 filing, and TUSA’s results are only included through that date.

(2)Triangle deconsolidated Ranger as of June 29, 2016 in connection with the commencement of Ranger’s Chapter 11 filing, and Ranger’s results are only included through that date.

	For the Nine Months Ended October 31, 2015
	Exploration		Corporate
	and		and				Consolidated
(in thousands)	Production		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	145,912	$	—	$		$	145,912
Total revenues		145,912		—		—		145,912
Expenses:
Lease operating and production taxes		46,701		—		—		46,701
Gathering, transportation and processing		19,526		—		—		19,526
Depreciation, amortization and accretion		75,442		1,152		(164)		76,430
Impairments		659,000		—		—		659,000
General and administrative, net of amounts capitalized:
Salaries and benefits		1,375		8,636		—		10,011
Share-based compensation		1,086		12,562		—		13,648
Other general and administrative		1,161		5,873		—		7,034
Total operating expenses		804,291		28,223		(164)		832,350
Income (loss) from operations		(658,379)		(28,223)		164		(686,438)
Other income (expense)		279		3,504		(1,491)		2,292
Income (loss) before income taxes	$	(658,100)	$	(24,719)	$	(1,327)	$	(684,146)

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5.  LONG-TERM DEBT.

The Company’s long-term debt consisted of the following as of January 31, 2016 and October 31, 2016:

(in thousands)	January 31, 2016		October 31, 2016
TUSA credit facility due October 2018 (1)	$	243,772	$	—
TUSA 6.75% notes due July 2022 (1)		398,419		—
5% convertible note		142,799		148,222
Other notes and mortgages payable		9,246		8,408
Total principal		794,236		156,630
Debt issuance costs		(7,924)		(416)
Total debt		786,312		156,214
Less current portion of debt:
Other notes and mortgages payable		(975)		(458)
Total current portion of long-term debt		(975)		(458)
Total long-term debt	$	785,337	$	155,756

(1)Triangle deconsolidated TUSA as of June 29, 2016 in connection with the commencement of TUSA’s Chapter 11 filing.

Convertible Note. On July 31, 2012, the Company issued a 5% convertible note with an initial principal amount of $120.0 million (the “Convertible Note”) that is convertible in whole or in part into the Company’s common stock at a conversion rate of one share per $8.00 of outstanding balance.  The Convertible Note accrues interest at a rate of 5.0% per annum, compounded quarterly, on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Note. Such interest is paid-in-kind by adding to the principal balance of the Convertible Note, provided that, after September 30, 2017, the Company has the option to make such interest payments in cash. As of October 31, 2016, $28.2 million of accrued interest has been added to the principal balance of the Convertible Note.

The Convertible Note does not have a stated maturity. Following July 31, 2017, if the trading price of the Company’s common stock exceeds $11.00 per share for 20 consecutive trading days and certain trading volume requirements are met, the Company can elect to redeem all (but not less than all) of the Convertible Note at a price equal to the outstanding principal amount plus accrued and unpaid interest, payable, at the Company’s option, in cash or common stock. Following July 31, 2020, the Company can elect to redeem all (but not less than all) of the Convertible Note at a price equal to the outstanding principal amount plus accrued and unpaid interest, payable in cash. Further, following July 31, 2022, a change of control of the Company, or certain other fundamental changes (as defined in the indenture), the holder of the Convertible Note will have the right to require the Company to redeem the Convertible Note at a price equal to the outstanding principal amount plus accrued and unpaid interest, with an additional make-whole payment for scheduled interest payments remaining if such right is exercised prior to July 31, 2017.

6.  HEDGING AND COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS.

Through TUSA, the Company previously entered into commodity derivative instruments including costless collars and swaps to reduce the effect of price changes on a portion of our future oil production. A collar required us to pay the counterparty if the settlement price is above the ceiling price, and required the counterparty to pay us if the settlement price is below the floor price. The objective of TUSA’s use of derivative financial instruments was to achieve more predictable cash flows in an environment of volatile oil and natural gas prices and to manage its exposure to commodity price risk. While the use of these derivative instruments limits the downside risk of adverse price movements, such use may also limit TUSA’s ability to benefit from favorable price movements. TUSA did not enter into derivative contracts for speculative purposes.

TUSA’s commodity derivative instruments are measured at fair value. TUSA does not designate any of its derivative contracts as fair value or cash flow hedges. Therefore, the Company does not apply hedge accounting to its commodity derivative instruments. Net gains and losses on derivative activities are recorded based on the changes in the fair values of the derivative instruments. TUSA’s cash flows are only impacted when the actual settlements under the commodity derivative contracts result in a payment to or from the counterparty. These settlements under the commodity derivative contracts are reflected as operating activities in the Company’s condensed consolidated statements of cash flows. 

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The components of commodity derivative gains (losses) in the condensed consolidated statements of operations are as follows:

	For the Three Months				For the Nine Months
	Ended October 31,				Ended October 31,
(in thousands)	2015		2016		2015		2016
Realized commodity derivative gains (losses)	$	27,857	$	-	$	64,341	$	6,589
Unrealized commodity derivative gains (losses)		(21,044)		-		(46,453)		(19,532)
Commodity derivative gains (losses), net	$	6,813	$	-	$	17,888	$	(12,943)

The estimated fair values of commodity derivatives included in the condensed consolidated balance sheets at January 31, 2016 and October 31, 2016 are summarized below. TUSA does not offset asset and liability positions with the same counterparties within the condensed consolidated financial statements; rather, all contracts are presented at their gross estimated fair value.

(in thousands)	January 31, 2016		October 31, 2016
Current Assets:
Crude oil derivative contracts (1)	$	12,370	$	—
Other Long-Term Assets:
Crude oil derivative contracts (1)		9,012		—
Total derivative asset	$	21,382	$	—

(1)Triangledeconsolidated TUSA as of June 29, 2016 in connection with the commencement of TUSA’s Chapter 11 filing.

7.  ASSET RETIREMENT OBLIGATIONS.

The Company’s asset retirement obligations (“ARO”) represent the estimated present value of the amounts expected to be incurred to plug, abandon, and remediate producing and shut-in properties at the end of their productive lives in accordance with applicable state and federal laws. The Company determines the estimated fair value of its ARO when incurred by calculating the present value of estimated cash flows related to plugging and abandonment liabilities. The significant inputs used to calculate such liabilities include estimates of costs to be incurred, the Company’s credit adjusted discount rates, inflation rates and estimated dates of abandonment. The asset retirement liability is accreted to its present value each period and the capitalized asset retirement cost is depleted as a component of the full cost pool using the units-of-production method.

The following table reflects the change in ARO for the nine months ended October 31, 2016:

	For the Nine Months
	Ended October 31,
(in thousands)	2016
Balance at the beginning of the period	$	10,073
Liabilities incurred		—
Revision of estimates		(451)
Sale of assets		—
Liabilities settled		(4,550)
Accretion		204
Deconsolidation of TUSA		(5,276)
Balance at the end of the period	$	—

At January 31, 2016, $4.9 million of our ARO balance related to the reclamation of man-made ponds holding produced formation water and the plugging and abandonment of well bores in the Maritimes Basin of Canada. These obligations were settled for $4.6 million during the nine months ended October 31, 2016. Additionally, TUSA was deconsolidated as of June 29, 2016, which resulted in the removal of $5.3 million of ARO from our condensed consolidated balance sheet as of that date.

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8.  UNCONSOLIDATED INVESTMENTS AND EQUITY INVESTMENT DERIVATIVES.

Investment in Caliber.The following summarizes the activities related to the Company’s equity method investment in Caliber for the nine months ended October 31, 2016:

	For the Nine Months
	Ended October 31,
(in thousands)	2016
Balance at beginning of period	$	45,600
Capital contributions		—
Distributions		—
Equity investment share of net income before intra-company profit eliminations		(440)
Change in fair value of warrants		(3,300)
Other than temporary impairment		(21,170)
Balance at end of period	$	20,690
Fair value of trigger unit warrants and warrants at October 31, 2016	$	300

We evaluate our equity method investments for impairment when events or changes in circumstances indicate there is a loss in value of the investment that is other than a temporary decline. In TUSA’s Chapter 11 filing, TUSA is seeking a final judgment or order authorizing TUSA to reject certain midstream services agreements with Caliber. Although the matter has yet to be resolved, it has adversely impacted the fair value of our investment in Caliber resulting in the carrying value of our investment in Caliber exceeding its fair value at October 31, 2016. Since we deemed this decline in fair value to be other than temporary, we recorded an impairment of $21.2 million in the nine months ended October 31, 2016.

Caliber Equity Investment Derivatives. At January 31, 2016 and October 31, 2016, the Company held Class A (Series 1 through Series 4 and Series 6) Warrants to acquire additional ownership in Caliber. These instruments are considered to be equity investment derivatives and are valued at each reporting period using valuation techniques for which the inputs are generally less observable than from objective sources.

Investment in TUSA. Effective June 29, 2016, as a result of the commencement of the Chapter 11 Cases, we deconsolidated our investment in TUSA, a wholly-owned subsidiary, and commenced accounting for our investment in TUSA using the cost method of accounting. See Note 2—Chapter 11 Filings by Certain Subsidiaries— which describes the basis for valuing Triangle’s investment in TUSA at $3.9 million.

9.  CAPITAL STOCK.

At October 31, 2016, the Company had 106.6 million shares of common stock issued or reserved for issuance, comprised of 76.5 million shares of common stock issued and outstanding, 0.6 million shares of common stock reserved for issuance pursuant to outstanding awards under its 2011 Omnibus Incentive Plan, 6.0 million shares of common stock reserved for issuance under its CEO Stand-Alone Stock Option Agreement, 1.1 million shares of common stock reserved for issuance pursuant to outstanding awards under its 2014 Equity Incentive Plan (the “2014 Plan”), 3.9 million shares of reserved common stock that remained available for issuance under the 2014 Plan, and 18.5 million shares of common stock reserved for issuance pursuant to the Convertible Note.

The Company’s Board of Directors (the “Board”) approved a program authorizing the repurchase of outstanding shares of the Company’s common stock in amounts equal to the aggregate of (i) $25.0 million of the Company’s common stock (“Tranche 1”), (ii) up to the number of shares of common stock authorized for issuance under the Company’s 2014 Equity Incentive Plan and its CEO Stand-Alone Stock Option Agreement (“Tranche 2”), and (iii) up to the number of shares of common stock potentially issuable, at any given time, pursuant to the paid-in-kind interest accrued on the Convertible Note (“Tranche 3”). The program stipulates that shares of common stock may be repurchased from time to time, in amounts and at prices that the Company deems appropriate, subject to market and business conditions and other considerations. The repurchase program has no expiration date and may be suspended or discontinued at any time without prior notice. There were no common stock repurchases for the three and nine months ended October 31, 2016. As of October 31, 2016, there were 6,486,053 shares of common stock remaining available for repurchase under the Board approved program.  The Company’s Board of Directors terminated the stock repurchase program effective December 1, 2016.

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10.  SHARE-BASED COMPENSATION.

The Company has granted equity awards to officers, directors, and certain employees of the Company including restricted stock units and stock options. The Company measures its awards based on the award’s grant date fair value which is recognized on a straight-line basis over the applicable vesting period.

For the three and nine months ended October 31, 2015 and 2016, the Company recorded share-based compensation as follows:

	For the Three Months				For the Nine Months
	Ended October 31,				Ended October 31,
(in thousands)	2015		2016		2015		2016
Restricted stock units	$	4,078	$	(230)	$	8,741	$	1,894
Stock options		4,144		1,215		6,189		3,708
		8,222		985		14,930		5,602
Less amounts capitalized to oil and natural gas properties		(573)		—		(1,282)		(366)
Compensation expense	$	7,649	$	985	$	13,648	$	5,236

Restricted Stock Units. As of October 31, 2016, there was approximately $5.2 million of total unrecognized compensation expense related to unvested restricted stock units. This compensation expense is expected to be recognized over the remaining vesting period of the related awards of approximately 1.6 years on a weighted average basis. When restricted stock units vest, the holder has the right to receive one share of the Company’s common stock per vesting unit.  

The following table summarizes the activity for our restricted stock units during the nine months ended October 31, 2016:

		Weighted Average
	Number of	Award Date
	Shares	Fair Value
Restricted stock units outstanding - January 31, 2016	3,455,845	$	6.35
Units granted	—	$	—
Units forfeited	(987,173)	$	7.59
Units vested	(1,002,013)	$	5.61
Restricted stock units outstanding - October 31, 2016	1,466,659	$	6.03

Stock Options. The following table summarizes the activity for our stock options during the nine months ended October 31, 2016:

		Weighted
	Number of	Average
	Shares	Exercise Price
Options outstanding - January 31, 2016 (1,433,334 exercisable)	6,700,000	$	11.54
Options forfeited	(466,666)	$	14.00
Options exercised	—	$	—
Options granted	—	$	—
Options outstanding - October 31, 2016 (4,433,334 exercisable)	6,233,334	$	11.35

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The following table summarizes the stock options outstanding at October 31, 2016:  

		Remaining
Exercise Price		Contractual Life	Number of Shares
per Share		(years)	Outstanding		Exercisable
$	7.50	6.68		750,000		525,000
$	8.50	6.68		750,000		525,000
$	10.00	6.68		1,500,000		1,050,000
$	12.00	6.68		1,500,000		1,050,000
$	15.00	6.68		1,500,000		1,050,000
$	12.00	4.86		77,778		77,778
$	14.00	4.86		77,778		77,778
$	16.00	7.86		77,778		77,778
				6,233,334		4,433,334
Weighted average exercise price per share			$	11.35	$	11.39
Weighted average remaining contractual life (years)				6.65		6.63

As of October 31, 2016, there was approximately $5.3 million of total unrecognized compensation expense related to stock options. This compensation expense is expected to be recognized over the remaining vesting period of the related awards of approximately 1.7 years.

11.  FAIR VALUE MEASUREMENTS.

The FASB’s ASC 820, Fair Value Measurement and Disclosure, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

· Level 1: Quoted prices are available in active markets for identical assets or liabilities;

· Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and

· Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flows models or valuations.

The financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of January 31, 2016 and October 31, 2016, by level within the fair value hierarchy:

	As of January 31, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Commodity derivative assets	$	—	$	21,382	$	—	$	21,382
Equity investment derivative assets	$	—	$	—	$	3,600	$	3,600

	As of October 31, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Equity investment derivative assets	$	—	$	—	$	300	$	300

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Commodity Derivative Instruments.The Company determines its estimate of the fair value of commodity derivative instruments using a market approach based on several factors, including quoted market prices in active markets, quotes from third-parties, the credit rating of each counterparty, and the Company’s own credit rating. In considering counterparty credit risk, the Company assessed the possibility of whether the counterparty to the derivative would default by failing to make any contractually required payments. The Company believes that each of its counterparties is creditworthy and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions. The Company’s commodity derivative instruments are valued using public indices and are traded with third-party counterparties, but are not openly traded on an exchange. As such, the Company has classified these commodity derivative instruments as Level 2. Triangle deconsolidated TUSA as of June 29, 2016 in connection with the commencement of TUSA’s Chapter 11 filing.

Caliber Class A Warrants (Series 1 through Series 4 and Series 6). The Company determines its estimate of the fair value of Caliber Class A Warrants using a Monte Carlo Simulation (“MCS”) model. For each MCS, the values of the Class A Units and Class A Warrants were forecasted at the end of each quarter based on a predetermined yield, and the strike price for the warrant is adjusted accordingly. At October 31, 2016, the fair values of the underlying Class A Units and Class A Warrants were estimated employing an income approach using a MCS model and discounted cash flows, and a market approach based on observed valuation multiples for comparable public companies. Key inputs into these valuation approaches are generally less observable than those from objective sources. Therefore, the Company has classified these instruments as Level 3.

Nonrecurring Fair Value Measurements. For certain situations, the Company is also required to make fair value measurements for assets and liabilities in the consolidated balance sheet after their initial recognition. At January 31, 2016 and October 31, 2016, the Company was required to make fair value measurements for comparisons to the carrying values of long-lived assets and its investments in unconsolidated subsidiaries to assess whether any impairments were required.

At October 31, 2016, the Company determined its estimate of the fair value of long-lived assets, primarily real estate, using a market approach based on estimates from an independent, third party appraiser. Key inputs into these valuation approaches are generally less observable than those from objective sources. Therefore, the Company considers the related long-lived assets as Level 3.

As described above, the Company uses an income approach and a market approach to value its investments in unconsolidated subsidiaries. The MCS model that is used by the Company to determine the fair value of the Caliber Class A Warrants is also used by the Company to determine the fair value of the Company’s investment in Caliber Class A Units in its other than temporary impairment evaluation. Therefore, the Company considers its investments in unconsolidated subsidiaries as Level 3.

Fair Value of Financial Instruments.  The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable and payable, derivatives and Caliber Class A Warrants (discussed above), and long-term debt. The carrying values of cash equivalents and accounts receivable and payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s revolving credit facilities approximated fair value because the interest rate of the facilities is variable. The fair values of the other notes and mortgages payable is not significantly different than their carrying values. The fair value of the TUSA 6.75% Notes is derived from quoted market prices (Level 1). The Convertible Note’s estimated fair value is based on quoted market prices for similar debt instruments and option pricing (Level 3). This disclosure does not impact our financial position, results of operations or cash flows.

The carrying values and fair values of the Company’s debt instruments are as follows:

	January 31, 2016				October 31, 2016
	Carrying		Estimated		Carrying		Estimated
(in thousands)	Value		FairValue		Value		Fair Value
TUSA credit facility	$	243,772	$	243,772	$	—	$	—	(1)
TUSA 6.75% notes		398,419		71,051		—		—	(1)
5% convertible note		142,799		22,564		148,222		—	(2)
Other notes and mortgages payable		9,246		9,246		8,408		8,408

(1) Triangle deconsolidated TUSA as of June 29, 2016 in connection with the commencement of TUSA’s Chapter 11 filing.

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(2) The Company is unable to reasonably determine the fair value for these financial instruments due to a lack of actively quoted market prices and uncertainties related to its restructuring activities.

12.RELATED PARTY TRANSACTIONS.

The accounts receivable – related parties balance of $1.6 million at October 31, 2016 primarily represents amounts due from TUSA for management fees due to Triangle.

13.  CONTINGENCIES.

On May 26, 2016, the Company received a demand for arbitration in connection with an exploration and development agreement entered into in August 2011 with a third party operator. The demand alleges damages in connection with non-payment of a promote fee established under the agreement for 10% of the cost of drilling wells in which the Company elected to participate that were drilled in an area of mutual interest. On November 14, 2016, the Company settled the claim for an amount that will not have a material effect on its consolidated financial position, results of operations or liquidity.

In addition, the Company is a party from time to time to other claims and legal actions that arise in the ordinary course of business. The Company believes that the ultimate impact, if any, of these other claims and legal actions will not have a material effect on its consolidated financial position, results of operations or liquidity.

14.  SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION.

		For the Nine Months Ended October 31,
(in thousands)		2015	2016
Cash paid during the period for:
Interest expense	$	14,385	$	2,780
Non-cash investing activities:
Additions (reductions) to oil and natural gas properties through:
Increase (decrease) in accounts payable and accrued liabilities	$	(47,554)	$	(2,914)
Capitalized share-based compensation	$	1,282	$	366
Change in asset retirement obligations	$	425	$	80

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

We are an independent energy company with a strategic focus in the Williston Basin.

Chapter 11 Filing by Certain Subsidiaries. On June 29, 2016, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The Chapter 11 Cases are expected to be jointly administered under the caption In re Triangle USA Petroleum Corporation et al., Case No. 16-11566. The Debtors intend to continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Triangle and its subsidiaries, other than the Debtors, did not file voluntary petitions for relief and are not debtors under Chapter 11 of the Bankruptcy Code and, consequently, continue to operate their businesses in the ordinary course.

We deconsolidated TUSA and its subsidiaries on June 29, 2016 as we concluded that, under applicable accounting standards, we no longer have a controlling financial interest in TUSA and its wholly-owned subsidiaries. Our financial statements presented after June 29, 2016 reflect our investment in, and results of operations of, TUSA under the cost method of accounting.

Discontinued Operations. On September 8, 2016, we entered into an agreement to sell substantially all of RockPile’s assets and related liabilities for a base purchase price of $58.0 million in cash, which was used to settle RockPile’s debt obligations.  For fiscal years 2016 and 2017, all gains and losses on disposition, impairment charges and disposal costs, along with sales, costs and expenses and income taxes attributable to the discontinued oilfield services operations, have been aggregated in “Income (loss) from discontinued operations” in our condensed consolidated statements of operations for all periods presented.

Triangle’s Operations. As we continue to evaluate a variety of strategic alternatives, our business currently consists primarily of our investment in Caliber, investments in several commercial and multi-unit residential real estate buildings in North Dakota, and management services provided to TUSA.

Liquidity and Ability to Continue as a Going Concern

Our unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business. As such, the accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. See Item 1. Financial Statements (Unaudited) – Note 1 for further discussion.

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Summary of Operating Results

The following table reflects the components of our production volumes, average realized prices, oil, natural gas and natural gas liquids revenues, and operating expenses for the periods indicated. Fiscal year 2017 includes TUSA and its wholly-owned subsidiaries through June 29, 2016, the date that TUSA was deconsolidated. The information set forth below is not indicative of future results.

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
Oil and Natural Gas Operations	2015		2016		2015		2016
Production volumes:
Crude oil (Mbbls)		987		—		3,027		1,210
Natural gas (MMcf)		814		—		2,304		1,324
Natural gas liquids (Mbbls)		136		—		317		180
Total barrels of oil equivalent (Mboe)		1,259		—		3,728		1,611
Average daily production volumes (Boe/d) (1)		13,685		—		13,656		10,740
Average realized prices:
Crude oil ($ per Bbl)	$	40.74	$	—	$	45.31	$	37.41
Natural gas ($ per Mcf)	$	2.51	$	—	$	2.76	$	1.94
Natural gas liquids ($ per Bbl)	$	4.52	$	—	$	7.63	$	6.19
Total average realized price ($ per Boe)	$	34.05	$	—	$	39.14	$	30.38
Oil, natural gas and natural gas liquids revenues (in thousands):
Crude oil	$	40,210	$	—	$	137,142	$	45,263
Natural gas		2,046		—		6,352		2,565
Natural gas liquids		615		—		2,418		1,115
Total oil, natural gas and natural gas liquids revenues	$	42,871	$	—	$	145,912	$	48,943
Operating expenses (in thousands):
Lease operating expenses	$	10,135	$	—	$	32,413	$	15,572
Gathering, transportation and processing		6,537		—		19,526		9,245
Production taxes		4,052		—		14,288		4,203
Oil and natural gas amortization expense		21,728		—		74,634		14,579
Impairment of oil and natural gas properties		261,000		—		659,000		104,000
Accretion of asset retirement obligations		75		—		222		204
Total operating expenses	$	303,527	$	—	$	800,083	$	147,803
Operating expenses per Boe:
Lease operating expenses	$	8.05	$	—	$	8.69	$	9.67
Gathering, transportation and processing	$	5.19	$	—	$	5.24	$	5.74
Production taxes	$	3.22	$	—	$	3.83	$	2.61
Oil and natural gas amortization expense	$	17.26	$	—	$	20.02	$	9.05

(1)Computed based on 0 and 150 production days, respectively, for the three and nine month periods ended October 31, 2016 due to the deconsolidation of TUSA on June, 29, 2016.

The deconsolidation of TUSA on June 29, 2016 is the primary reason for the decreases in activity for the three and nine-month periods ended October 31, 2016 compared to the three and nine-month periods ended October 31, 2015. Explanations for fluctuations in other key components of our condensed consolidated statement of operations are discussed below.

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Comparison of the Quarter Ended October 31, 2016 to the Quarter Ended October 31, 2015

General and Administrative Expenses. The following table summarizes general and administrative expenses, net of amounts capitalized, for the three months ended October 31, 2015 and 2016:

	For the Three Months Ended October 31, 2015						For the Three Months Ended October 31, 2016
	Exploration						Exploration
	and				Consolidated		and				Consolidated
(in thousands)	Production		Corporate		Total		Production		Corporate		Total
Salaries and benefits	$	450	$	2,338	$	2,788	$	—	$	2,084	$	2,084
Share-based compensation		390		7,259		7,649		—		985		985
Other general and administrative		405		2,138		2,543		516		5,355		5,871
Total	$	1,245	$	11,735	$	12,980	$	516	$	8,424	$	8,940

Total general and administrative expenses decreased $4.1 million to $8.9 million for the three months ended October 31, 2016, compared to $13.0 million for the three months ended October 31, 2015. Total other general and administrative expenses increased from $2.5 million for the three months ended October 31, 2015 to $5.9 million for the three months ended October 31, 2016. The primary reason for this increase is restructuring advisory fees and legal related costs of $3.9 million incurred during the three months ended October 31, 2016.  

Earnings (Losses) from Unconsolidated Investments.Triangle’s unconsolidated investments consist of our investment in Caliber Class A Units, which we account for using the equity method of accounting, equity derivative instruments in Caliber, and our investment in TUSA, which we account for using the cost method after the deconsolidation of TUSA on June 29, 2016. During the three months ended October 31, 2015 and 2016, the Company recognized $0.5 million of income and a $0.6 million loss, for its share of Caliber’s net income for the respective periods. The Company also recognized a $1.1 million loss on its equity investment derivatives during the three months ended October 31, 2015 compared to no gain or loss during the three months ended October 31, 2016.

Interest Expense. The $1.9 million in interest expense for the three months ended October 31, 2016 consists of (i) $1.8 million in accrued interest related to the Convertible Note, and (ii)  $0.1 million in interest expense related to our other debt. We paid $0.1 million of interest expense and capitalized interest in cash.

The $9.1 million in interest expense for the three months ended October 31, 2015 consists of (i) $1.2 million in interest related to the TUSA credit facility, (ii) $7.1 million in interest related to the TUSA 6.75% Notes, (iii)  $1.8 million in accrued interest related to our Convertible Note, and (iv) $0.1 million in interest expense related to our other debt, all net of $1.1 million of capitalized interest. We paid $1.5 million of interest expense and capitalized interest in cash.

Income Taxes. We recognized no income tax benefit or expense in the third quarters of fiscal years 2016 and 2017.

The carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation resulting in impairments of $779.0 million for the year ended January 31, 2016. These impairments resulted in Triangle having three years of cumulative historical pre-tax losses and a net deferred tax asset position. Triangle also had NOL’s for federal income tax purposes of $286.0 million at January 31, 2016. These losses and expected future losses were a key consideration that led Triangle to provide a valuation allowance against its net deferred tax assets since it cannot conclude that it is more likely than not that its net deferred tax assets will be fully realized in future periods.

As long as the Company concludes that it will continue to have a need for a valuation allowance against its net deferred tax assets, the Company likely will not have any additional income tax expense or benefit other than for federal alternative minimum tax expense or for state income taxes.

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Comparison of the Nine Months Ended October 31, 2016 to the Nine Months Ended October 31, 2015

General and Administrative Expenses. The following table summarizes general and administrative expenses, net of amounts capitalized, for the nine months ended October 31, 2015 and 2016:

	For the Nine Months Ended October 31, 2015						For the Nine Months Ended October 31, 2016
	Exploration						Exploration
	and				Consolidated		and				Consolidated
(in thousands)	Production		Corporate		Total		Production		Corporate		Total
Salaries and benefits	$	1,375	$	8,636	$	10,011	$	2,725	$	5,381	$	8,106
Share-based compensation		1,086		12,562		13,648		1,236		4,000		5,236
Other general and administrative		1,161		5,873		7,034		6,196		12,596		18,792
Total	$	3,622	$	27,071	$	30,693	$	10,157	$	21,977	$	32,134

Total general and administrative expenses increased $1.4 million to $32.1 million for the nine months ended October 31, 2016, compared to $30.7 million for the nine months ended October 31, 2015. Total other general and administrative expenses increased from $7.0 million for the nine months ended October 31, 2015 to $18.8 million for the nine months ended October 31, 2016. The primary reason for this increase is restructuring advisory fees and legal related costs of $10.9 million incurred during the nine months ended October 31, 2016.

Earnings (Losses) from Unconsolidated Investments.Triangle’s unconsolidated investments consist of our investment in Caliber Class A Units, which we account for using the equity method of accounting, equity derivative instruments in Caliber, and our investment in TUSA, which we account for using the cost method after the deconsolidation of TUSA on June 29, 2016. During the nine months ended October 31, 2015 and 2016, the Company recognized $1.9 million of income and a $0.6 million loss for its share of Caliber’s net income for the respective periods. The Company also recognized a $3.4 million gain on its equity investment derivatives during the nine months ended October 31, 2015 compared to a $3.3 million loss during the nine months ended October 31, 2016. In addition, Triangle recognized a gain of $2.9 million during the nine months ended October 31, 2015 related to the issuance of Class A Units.

We evaluate our equity method investments for impairment when events or changes in circumstances indicate there is a loss in value of the investment that is other than a temporary decline. In TUSA’s Chapter 11 filing, TUSA is seeking a final judgment or order authorizing TUSA to reject certain midstream services agreements with Caliber. This has adversely impacted the fair value of our investment in Caliber resulting in the carrying value of our investment in Caliber exceeding its fair value at October 31, 2016. Since we deemed this decline in fair value to be other than temporary, we recorded an impairment of $21.2 million in the nine months ended October 31, 2016.

Interest Expense. The $18.9 million in interest expense for the nine months ended October 31, 2016 consists of (i) $3.6 million in interest related to the TUSA credit facility, (ii) $10.7 million in interest related to the TUSA 6.75% Notes, (iii)  $5.4 million in accrued interest related to the Convertible Note, and (iv) $0.3 million in interest expense related to our other debt, all net of $1.1 million of capitalized interest which generally relates to the carrying costs on our unproved properties. We paid $3.9 million of interest expense and capitalized interest in cash.

The $26.5 million in interest expense for the nine months ended October 31, 2015 consists of (i) $3.2 million in interest related to the TUSA credit facility, (ii) $21.7 million in interest related to the TUSA 6.75% Notes, (iii)  $5.2 million in accrued interest related to our Convertible Note, and (iv) $0.2 million in interest expense related to our other debt, all net of $3.8 million of capitalized interest. We paid $18.1 million of interest expense and capitalized interest in cash.

Commodity Derivatives. Through TUSA, we have entered into commodity derivative instruments, primarily costless collars and swaps, to reduce the effect of price changes on a portion of our future oil production. Our commodity derivative instruments are measured at fair value and are included in the accompanying condensed consolidated balance sheets as derivative assets and liabilities. During the nine months ended October 31, 2015 and 2016, we recognized a gain of $17.9 million and a loss of $12.9 million, respectively, on our commodity derivative positions due to changes in underlying crude oil prices. We recorded a realized commodity derivative gain of $6.6 million in the first nine months of fiscal year 2017, as compared to a realized commodity derivative gain of $64.3 million in the first nine months of fiscal year 2016. Triangle deconsolidated TUSA as of June 29, 2016 in connection with the commencement of TUSA’s Chapter 11 filing. Therefore, we do not expect any further commodity derivative gains or losses in fiscal year 2017.

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Income Taxes.We recorded a full valuation allowance against our net deferred tax assets and we recognized a benefit of $53.4 million in the first nine months of fiscal year 2016, compared to no benefit or expense for the first nine months of fiscal year 2017.

Discontinued Operations

The competitive oilfield services pricing environment resulted in a loss from discontinued operations of $29.8 million and $26.4 million for the nine months ended October 31, 2015 and 2016, respectively, after eliminations of intercompany gross profit.

Liquidity and Capital Resources

As of October 31, 2016, we had approximately $156.6 million of debt outstanding, consisting of $148.2 million for the Convertible Note and $8.4 million for other notes and mortgages.

As of October 31, 2016, we had cash of $10.8 million consisting primarily of cash held in bank accounts, as compared to $82.9 million at January 31, 2016.

Cash Flows

The following is a summary of our changes in cash and cash equivalents for continuing operations for the nine months ended October 31, 2015 and 2016:

	For the Nine Months Ended October 31,
(in thousands)	2015		2016
Net cash provided by (used in) operating activities	$	115,433	$	(18,275)
Net cash used in investing activities		(180,013)		(109,949)
Net cash provided by financing activities		59,662		56,347
Net cash used in intercompany transactions with discontinued operations		(22,882)		(292)
Net increase (decrease) in cash and equivalents	$	(27,800)	$	(72,169)

Net Cash Provided by (Used in) Operating Activities. Cash flows provided by operating activities were $115.4 million for the nine months ended October 31, 2015, compared to cash flows used in operating activities of $18.3 million for the nine months ended October 31, 2016. Cash flows from operating activities were unfavorably impacted in the nine months ended October 31, 2016 by lower realized oil prices compared to the nine months ended October 31, 2015.

Net Cash Used in Investing Activities. During the nine months ended October 31, 2015, we used $180.0 million of cash in investing activities compared to $109.9 million during the nine months ended October 31, 2016. During the nine months ended October 31, 2015 and 2016, we used $182.2 million and $19.4 million, respectively, on oil and natural gas property expenditures. During the nine months ended October 31, 2015 and 2016, we also spent $3.0 million and $0.0 million, respectively, on other property and equipment, primarily consisting of facility construction and improvements. During the nine months ended October 31, 2015, we received net proceeds of $6.0 million from the sale of a salt water disposal well. In addition, the deconsolidation of TUSA as of June 29, 2016 resulted in the use of $91.8 million in cash.

Net Cash Provided by Financing Activities.Cash flows provided by financing activities for the nine months ended October 31, 2015 totaled $59.7 million, as compared to $56.3 million for the nine months ended October 31, 2016. Our primary financing activities consisted of net borrowings from our credit facilities of $70.0 million during the nine months ended October 31, 2015 and $62.0 million during the nine months ended October 31, 2016. In the first nine months of fiscal year 2017, we used cash of $4.6 million to repurchase TUSA 6.75% Notes with a face value of $25.8 million.

Net Cash Used in Intercompany Transactions with Discontinued Operations. Cash flows used in intercompany transactions with discontinued operations were $22.9 million and $0.3 million for the nine months ended October 31, 2016, respectively. Cash flows used in intercompany transactions with discontinued operations primarily consists of cash flows from grosss profit eliminations and from net working capital changes related to the settlement of accounts payable and accounts receivable between our continuing operations and our discontinued operations.

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Capital Requirements Outlook

Our cash flows from operations for fiscal year 2016 and the first nine months of fiscal year 2017 were insufficient to cover our capital requirements, and we continued to rely on external financing activities and cash on hand. The deconsolidation of TUSA in connection with the Chapter 11 Filings and the RockPile Sale will further limit our cash flows from operations in upcoming quarters.

In response to the persisting depressed oil and natural gas pricing environment, we significantly reduced capital expenditures and implemented reductions in force across our businesses early in fiscal year 2017. Following the Chapter 11 Filings and the RockPile Sale, we have no further availability under our TUSA and RockPile credit facilities. As we continue to evaluate strategic alternatives, we will be primarily dependent on cash on hand, revenues from our management services to TUSA, and rental income from our commercial and residential real estate investments in North Dakota. Any additional liquidity shortfall may be financed through additional debt or equity instruments, if we are able to access the capital markets on acceptable terms, which is highly uncertain. There can be no assurance, however, that that credit or equity financing will be available when needed, or that we would be able to complete alternative transactions in the capital markets, if needed.

If our existing and potential sources of liquidity are not sufficient to allow us to satisfy our commitments as they come due, we have the flexibility to divest assets. We are evaluating a variety of strategic alternatives, and we may be required to pursue alternative measures, such as selling material assets, seeking additional financing, or refinancing, recapitalizing, or restructuring all or a portion of our existing debt. As discussed in Part II, Item 1A – Risk Factors, we cannot assure you that any of these measures would be successful or sufficient.

Sources of Capital

Cash flows from operations. We receive quarterly cash payments from TUSA pursuant to the terms of a Management Agreement, which payments are permitted by the Bankruptcy Court. We also receive rental income from our commercial and residential real estate investments in North Dakota, as well as equipment rental income that fluctuates based on drilling activity.

Securities Offerings. Historically, we have financed our operations, property acquisitions and other capital investments in part from the proceeds of public and private offerings of our equity and debt securities. We may from time to time offer debt securities, common stock, preferred stock, warrants and other securities, or any combination of such securities, in amounts, at prices and on terms announced when and if the securities are offered. The specifics of any future public offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus or a prospectus supplement at the time of such offering.

Asset Sales. We are strategically reviewing our assets to consider monetizing those that may garner attractive prices. Such assets include, but are not limited to, equity investments, equipment, and real property interests.

Liquidity

As noted above, the Debtors commenced the Chapter 11 Cases on June 29, 2016. The commencement of the Chapter 11 Cases constituted an additional event of default under the TUSA credit facility and is also an event of default under the TUSA 6.75% Notes. However, any efforts to enforce such payments are automatically stayed as a result of the Chapter 11 Filings, and the holders’ rights of enforcement in respect of the TUSA Debt Documents are subject to the applicable provisions of the Bankruptcy Code. Triangle has not guaranteed TUSA’s obligations under the TUSA credit facility or the TUSA 6.75% Notes and has no obligation in connection therewith.

As also noted above, following the RockPile Sale we have no further availability under the RockPile credit facility. However, Triangle did not guarantee RockPile’s borrowings under the credit facility and has no obligation in connection therewith.

Triangle Liquidity. Triangle has engaged professional advisors to assist it in the process of analyzing various strategic alternatives to address our liquidity and capital structure, including: (i) obtaining additional sources of capital from asset sales, issuances of debt or equity securities, debt for equity swaps, or any combination thereof; and (ii) pursuing in- and out-of-court restructuring transactions. In connection with a debt restructuring or refinancing, we may seek to convert a

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significant portion of our outstanding debt to equity. In addition, we may seek to exchange outstanding debt for new debt with modified terms or other measures. While we anticipate engaging in active dialogue with our creditors, at this time we are unable to predict the outcome of such discussions, the outcome of any strategic transactions that we may pursue, or whether any such efforts will be successful.

As a result of the above, substantial doubt exists regarding the ability of Triangle to continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business.

Commodity Derivative Instruments

Triangle deconsolidated TUSA as of June 29, 2016 in connection with the commencement of TUSA’s Chapter 11 filing. Therefore, we do not expect any further commodity derivative activity for the remainder of fiscal year 2017.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.  

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Commodity Price Risk.Our primary market risk is related to changes in oil prices. The market price of oil has been highly volatile and is likely to continue to be highly volatile in the future, which will impact prospective revenues from the sale of our assets, properties, or equipment whose value is influenced by the level of drilling activity in the Williston Basin. Through TUSA, the Company previously entered into commodity derivative instruments to reduce the effect of price changes on a portion of our future oil production.  However, since the deconsolidation of TUSA following the Chapter 11 Filings, the Company no longer produces oil and does not anticipate entering into commodity derivative instruments to manage risk in connection with its remaining assets.

Interest Rate Risk.The Convertible Note bears interest at a fixed rate, which mitigates any material interest rate risk for the Company.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management, with the participation of Jonathan Samuels, our President and Chief Executive Officer, and Douglas Griggs, our Chief Accounting Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2016. Based on the evaluation, those officers believe that:

· our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and

· our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 was accumulated and communicated to our management, including our Chief Executive Officer and Chief Accounting Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting that occurred during the quarterly period ended October 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

On June 29, 2016, TUSA and Ranger commenced the Chapter 11 Cases.  For additional information regarding the Chapter 11 Cases, see Note 2—Chapter 11 Filings by Certain Subsidiaries.

Item 1A.  Risk Factors.

There have been no material changes to the risk factors set forth in our Fiscal 2016 Form 10-K. Those risks, in addition to the other information set forth in this Quarterly Report on Form 10-Q and in our other filings with the SEC, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.

We are evaluating a variety of strategic alternatives for Triangle’s business going forward, but there is no guarantee that any such alternatives can be effectuated on acceptable terms or at all.

We are evaluating a number of measures to enhance our liquidity and improve our balance sheet and Triangle’s business going forward. On March 24, 2016, we announced our retention of financial and legal advisors to assist us in evaluating our strategic alternatives. On May 12, 2016, RockPile also announced that it retained financial and legal advisors to assist it in its ongoing strategic review process. On June 29, 2016, TUSA and certain of our other subsidiaries filed voluntary petitions for relief under the Bankruptcy Code and are continuing to operate their businesses as “debtors-in-possession” under the applicable provisions of the Bankruptcy Code. On June 30, 2016, we announced that the Board formed a Special Committee that is charged with maximizing value for the Company, its shareholders and other relevant stakeholders as the Company continues its ongoing evaluation of strategic alternatives. On September 8, 2016, we consummated the RockPile Sale. The strategies we are evaluating include modifying our operations; selling material assets; seeking additional financing; or refinancing, recapitalizing, or restructuring all or a portion of our existing debt. We have engaged in discussions with certain of our stakeholders with respect to a potential consensual restructuring or recapitalization of the Company, and to date, such discussions have not resulted in any definitive agreements relating thereto.

These alternative measures may not be available on commercially reasonable terms or at all. To the extent inadequate cash flows from operations and other available capital resources require us to dispose of material assets to meet our obligations, we may not be able to consummate such dispositions for fair market value, in a timely manner, or at all. Furthermore, any proceeds that we could realize from any dispositions may not be adequate to meet our obligations. To the extent inadequate liquidity or other considerations require us to seek to restructure or refinance our debt, our ability to do so will depend on numerous factors, including many beyond our control, such as the condition of the capital markets and our financial condition at such time. Any refinancing or restructuring of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

Moreover, we cannot guarantee that any particular refinancing or restructuring alternatives, such as refinancing our existing indebtedness or otherwise amending the terms thereof, would be sufficient or could be effectuated at all. If we are unable to service our obligations through cash flows from operations and are unable to effectuate one or more of the alternative measures and transactions we currently are evaluating, we may be required to reorganize the Company in its entirety and therefore cannot assure you that the Company will continue in its current state or that your investment in the Company will retain any value.

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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

The following table summarizes our purchases of shares of our common stock during the fiscal quarter ended October 31, 2016:

						Maximum number
					Total number of	of shares that may
	Total Number		Average		shares purchased	yet be purchased
	of Shares		Price Paid		as part of publicly	under the plans
	Purchased		Per Share		announced plans (2)	at month end
August 1, 2016 to August 31, 2016	4,365		$	0.23	—	6,258,265	(3)
September 1, 2016 to September 30, 2016	2,680			0.23	—	6,486,053	(4)
October 1, 2016 to October 31, 2016	14,480			0.26	—	6,486,053
	21,525	(1)	$	0.25	—

(1) Shares of common stock surrendered by certain employees to the Company in satisfaction of their tax liability upon the vesting of their restricted stock units. The number of shares of common stock actually issued to such employees upon the vesting of their restricted stock units was net of the shares surrendered in satisfaction of their tax liability. The withheld shares are not issued or considered common stock repurchased under the repurchase program described below.

(2) As reported in Current Reports on Form 8-K filed with the SEC on September 11, 2014 and October 17, 2014, the Company’s Board of Directors approved a program authorizing the repurchase of outstanding shares of the Company’s common stock in amounts equal to the aggregate of (i) $25.0 million of the Company’s common stock (“Tranche 1”), (ii) up to the number of shares of common stock authorized for issuance under the Company’s 2014 Equity Incentive Plan and its CEO Stand-Alone Stock Option Agreement (“Tranche 2”), and (iii) up to the number of shares of common stock potentially issuable, at any given time, pursuant to the paid-in-kind interest accrued on the Convertible Note (“Tranche 3”). Shares of common stock repurchased under the program may be repurchased from time to time, in amounts and at prices that the Company deems appropriate, subject to market and business conditions and other considerations. The repurchase program may be executed using open market purchases pursuant to Rule 10b-18 under the Exchange Act, pursuant to a Rule 10b5-1 plan, in privately negotiated agreements, or other transactions. The repurchase program has no expiration date and may be suspended or discontinued at any time without prior notice. As of October 31,  2016, an aggregate of 11,431,744 shares of the Company’s common stock have been repurchased under the program. The Company’s Board of Directors terminated the stock repurchase program effective December 1, 2016.

(3) Includes the number of shares of common stock remaining available for repurchase pursuant to Tranche 2, plus the number of shares of common stock available for repurchase pursuant to Tranche 3 based on the paid-in-kind interest accrued on the Convertible Note as of June 30, 2016. All shares of common stock authorized for repurchase under Tranche 1 have been exhausted.

(4) Includes an additional 227,788 shares of common stock potentially issuable pursuant to the paid-in-kind interest added to the principal balance of the Convertible Note on September 30, 2016.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not Applicable.

Item 5.  Other Information.

Not Applicable.

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ITEM 6.  EXHIBITS.

Exhibit No.	Description
3.1	Certificate of Incorporation of Triangle Petroleum Corporation, filed as Exhibit 3.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2014 and incorporated herein by reference.
3.2	Certificate of Amendment to the Certificate of Incorporation of Triangle Petroleum Corporation, filed as Exhibit 3.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2014 and incorporated herein by reference.
3.3	Amended and Restated Bylaws of Triangle Petroleum Corporation, effective December 2, 2015, filed as Exhibit 3.3 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 8, 2015 and incorporated herein by reference.
3.4	Form of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of Triangle Petroleum Corporation, filed as Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2016 and incorporated herein by reference.
10.1	Amendment No. 4 to Credit Agreement, dated August 19, 2016, between RockPile Energy Services, LLC, as Borrower, Citibank, N.A., as Administrative Agent and Collateral Agent, and the banks and other financial institutions signatories thereto, filed as Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 8, 2016 and incorporated herein by reference.
10.2	Amendment No. 5 to Credit Agreement, dated August 31, 2016, between RockPile Energy Services, LLC, as Borrower, Citibank, N.A., as Administrative Agent and Collateral Agent, and the banks and other financial institutions signatories thereto, filed as Exhibit 10.9 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 8, 2016 and incorporated herein by reference.
10.3	Amendment No. 6 to Credit Agreement, dated September 7, 2016, between RockPile Energy Services, LLC, as Borrower, Citibank, N.A., as Administrative Agent and Collateral Agent, and the banks and other financial institutions signatories thereto, filed as Exhibit 10.10 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 8, 2016 and incorporated herein by reference.
10.4*	Asset Purchase Agreement, dated September 8, 2016, between RockPile Energy Services, LLC and RockPile Newco, LLC.
31.1*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Accounting Officer (principal financial officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Chief Executive Officer and Chief Accounting Officer (principal financial officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Exhibit No.	Description
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRIANGLE PETROLEUM CORPORATION
Date:  December 7, 2016	By:	/s/ JONATHAN SAMUELS
	Jonathan Samuels
	President and Chief Executive Officer

Date:  December 7, 2016	By:	/s/ DOUGLAS GRIGGS
	Douglas Griggs
	Chief Accounting Officer (principal financial officer)

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