TRIANGLE PETROLEUM CORPORATION (NYSEMKT:TPLM) Files An 8-K Other EventsItem 8.01 Other Events.
Triangle Petroleum Corporation (“Triangle” or the “Company”) intends to file a Form 15 with the United States Securities and Exchange Commission (the “SEC”) on January 16, 2018 to voluntarily deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is eligible to file Form 15 because its common stock is currently held of record by less than 300 persons.
After detailed analysis and the thoughtful deliberation of the advantages and disadvantages of being an SEC reporting company, the Company’s Board of Directors approved the filing of the Form 15. The Board reviewed a number of factors in making this decision, including the substantial costs related to the filing of periodic reports with the SEC, and the limited liquidity for the Company’s common stock following delisting from the NYSE MKT stock exchange in April 2017.
Upon filing the Form 15 with the SEC, the Company will no longer be required to file reports under the Exchange Act, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
The Company expects its common stock to continue trading on the OTC Pink marketplace following the filing of the Form 15; however, there can be no assurance that its common stock will continue to trade on this marketplace, whether any broker-dealer will make, or continue to make, a market in the Company’s common stock, or whether the trading volume of the Company’s common stock will be sufficient to provide for an efficient trading market.
Forward-Looking Statements Disclosure
The information presented in this Current Report on Form 8-K 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 Current Report on Form 8-K that address activities, events or developments that Triangle 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 consequences of the deregistration of Triangle’s common stock and suspension of its reporting obligations under the Exchange Act, and other risks discussed in Triangle's filings with the SEC. The forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, and Triangle undertakes no obligation to update any forward-looking statement as a result of new information, future developments, or otherwise.
About TRIANGLE PETROLEUM CORPORATION (NYSEMKT:TPLM)
Triangle Petroleum Corporation (Triangle) is an energy holding company. The Company operates through two segments: exploration and production segment, and oilfield services segment. The focus of the exploration and production operating segment is finding and producing oil and natural gas. The focus of the oilfield services operating segment is pressure pumping and complementary services for both TUSA-operated wells and third-party-operated wells. The Company has three principal lines of business: oil and natural gas exploration, development and production; oilfield services, and midstream services. It conducts these activities in the Williston Basin of North Dakota and Montana through the Company’s subsidiaries and its equity joint venture. Triangle USA Petroleum Corporation (TUSA), the Company’s subsidiary, conducts its exploration and production operations by acquiring and developing unconventional shale oil and natural gas resources.