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Form 8-K Triangle Petroleum Corp For: Feb 05

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February 6, 2015 6:03 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, �D.C.�20549�

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):�February 5, 2015

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TRIANGLE PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)

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Delaware

001-34945

98-0430762

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

file number)

Identification No.)

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1200 17th Street, Suite 2600,�Denver, CO 80202

(Address of principal executive offices)

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Registrant’s telephone number, including area code: (303) 260-7125

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01Regulation FD Disclosure.

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On �February 5, 2015,�the Company�issued a press release providing its fiscal year 2016 capital budget outlook and guidance. A copy of this press release is attached hereto as Exhibit�99.1 and is incorporated herein by reference.

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The information in Item 7.01 of this Current Report and in Exhibit 99.1�attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

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Item 9.01Financial Statements and Exhibits.�

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(d) Exhibits

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Exhibit 99.1

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Press Release, �dated February 5, 2015.

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SIGNATURES

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

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Date: February 5, 2015

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TRIANGLE PETROLEUM CORPORATION

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By:

/s/ Justin Bliffen

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Justin Bliffen

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Chief Financial Officer

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Index to Exhibits

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Exhibit

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Number

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Description

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Exhibit 99.1*

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Press Release, �dated February 5, 2015.

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*�Filed herewith.

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Exhibit 99.1

Picture 2

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Triangle Petroleum PROVIDES Fiscal year 2016 Capital Budget and guidance for all business segments�

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DENVER – February�5, 2015 – Triangle Petroleum Corporation (“Triangle” or the “Company”) (NYSE MKT:�TPLM) today provides�its capital budget outlook and guidance for�its E&P segment (“E&P”), RockPile Energy Services (“RockPile”) and an update on Caliber Midstream (“Caliber”) for�fiscal year 2016, ending January 31, 2016.

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Fiscal Year 2016 Capital Budget Outlook

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Triangle's fiscal year 2016 capital expenditure budget totals approximately $165-195 million:

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Capital Expenses

FY2016E

E&P Operated Drilling Program

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$150-165

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E&P Non-Op Drilling Program

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$0-10

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RockPile

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$15-20

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Total

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$165-195

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*Dollars in U.S. millions

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FY2016 budget represents a 71% year-over-year reduction

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Focused on 1) protecting the balance sheet, 2)�maintaining adequate liquidity, 3) return on capital and 4) positioning the Company for earnings and production growth post-recovery

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Development plan contemplates 2 operated rigs on average for the year�

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Triangle currently delaying all operated well completions until May or longer, subject to commodity prices and gaps in the RockPile third-party completion schedule

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The Company anticipates having 20-24 wells waiting on completion as of May 1, 2015

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Triangle is actively working with vendors and service providers to reduce drilling and completion costs, targeting a 10-20% reduction in E&P gross AFE costs

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Plan allows Triangle to preserve near-term liquidity and avoids well IPs in a low commodity price environment to the detriment of return on capital�

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Allows Triangle to respond quickly to any improvement in commodity pricing and to return daily production numbers to at or above December 31, 2014 exit rate numbers

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Provides RockPile with significant backlog of work in Q2 and Q3 when there is less visibility into third-party activity levels; Triangle expects capital costs to drop in 8-12 weeks when targeted AFE costs materialize

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Fiscal Year 2016�Production Guidance

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FY2016E

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% Midpoint Change

E&P Production (Boepd)

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11,000

-

13,000

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+12%

E&P Production (Mmboe)

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4.0

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4.7

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+12%

*Guidance metric changes calculated from FY’15 guidance midpoint

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Picture 1

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Caliber Update

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Received $34mm in new equity capital from First Reserve Energy Infrastructure Fund (FREIF) on February �2, 2015; Additional liquidity from equity contribution will be used to fund newly executed third-party agreements and for general corporate purposes

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As part of the equity contribution, Triangle received 3.6mm new warrants and FREIF received 2.7mm new Class A Units and 0.9mm new warrants

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Following the equity contribution from FREIF and the issuance of new Class A units, Triangle now owns 28.3% of Caliber

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No dilution to the future pro-forma capital structure (assuming all outstanding warrants are exercised), thus Triangle can still own up to 50% of Caliber

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About Triangle

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Triangle (NYSE MKT: TPLM) is a vertically integrated, growth oriented energy company with a strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. For more information, visit Triangle's website at www.trianglepetroleum.com.

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Forward-Looking Statements Disclosure

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The information presented in this press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.��These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from the results contemplated by the forward-looking statements include, but are not limited to, the risks discussed in the Company's annual report on Form 10-K and its other filings with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement as a result of new information, future developments, or otherwise.

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Contact

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Triangle Petroleum Corporation
Joe Magner, �Vice President, Capital Markets
303-260-7125
[email protected]


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